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Home My WebLink About20080416Loan Documents.pdfC:E:.1I~PO.15 Pr'i 4: 55 An IDARPComnv Patrick A. Harrington Corporate Secretary Ms. Jean D. Jewell Secretar Idaho Public Utilities Commssion 472 W. Washington Street Boise, Idaho 83702 April 15, 2008 Re: In the Matter of the Application of Idaho Power Company for an Order Authorizing the Issuance and Sale of up to $350,000,000 of Applicant's First Mortgage Bonds and Debt Securties Case No. IPC-E-07-19 Dear Ms. Jewell: On Januar 11, 2008 the Commission issued its Order No. 30487 in the above referenced case authorizing Idaho Power to issue up to $350 milion aggregate principal amount of First Mortgage Bonds and/or Debt Securties from the Company's $350 milion shelf registration fied with the SEC. On April 3, 2008, the Company filed a Medium- Tenn Note prospectus supplement with the SEC for more specific authorization to issue its First Mortgage Bonds in the fonn of Medium-Tenn Notes. Enclosed are five (5) copies each of the principal documents from the setup of the Company's Medium-Tenn Note program: 1. Original Prospectus 2. Prospectus Supplement 3. 44th Supplemental Indentue The Company has not yet issued any securties under its $350 millon shelf registration in this case, but is fiing the enclosed transaction documents for the Commission's records. Please contact me at 388-2878 if you have any questions regarding this filing. Sincerely, c: Steve Keen Rady Mils Terr Carlock Box 70 Boise, ID 83707 Telephone (208) 388-2878, Fax (208) 388-6936 E Executed in 75 Counterpars of which this is Counterpar No. i 15 Plî 4: 5& 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. Fort-fourt Supplemental Indenture providing among other things for Bonds of MTN Series H Dated as of April 1, 2008 TABLE OF CONTENTSl Page Paries and Recitals ...... .... .............. ... .... ...... .... .............. ........ ...... .... ....... .................... ...... ...... ......... 1 Granting Clause and Property Description ........ .................. ......... .......... ......... ............ ..... ...... ........ 4 ARTICLE I Description of Bonds ofMTN Series H Section I. General tenns and redemption provisions..................................................................... 7 Section 2. Exchange and transfers of Bonds................................................................................... 8 Section 3. F onn of Bonds............................................................................................................... 9 Section 4. Temporary Bonds........................................................................................................... 9 ARTICLE II Issue of Bonds ofMTN Series H Section 5. Issue of Bonds................................................................................................................ 9 ARTICLE II Covenants Section 6. Application of Original Indenture..................................................................................9 Section 7. Lawful ownership........................................................................................................ 10 Section 8. Annual certificate as to defaults................................................................................... 10 ARTICLE IV The Trustees Acceptance of trust .......................................................................................................................10 Recitals deemed made by the Company...... ....... ....... ...... ........ ...... .............. ........ ..... ............... ..... 10 ARTICLE V Miscellaneous Provisions Meanings oftenns.........................................................................................................................11 Ratification and Confinnation ...................................................................................................... 11 Counterparts.. ....... ...... ..... ..... ..... .............. ......... ................ ............................ .... ....... .... ............ ...... 11 Testimonium ................................................................................................................................. 12 Signatures and seals ...................................................................................................................... 12 Acknowledgments.. ...... ........... ....... .... ............. ............ ......... ... ............ ... ............ ..... ........ ......... ..... 14 Affdavits........................................................................................................................ .............. 17 This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture. SUPPLEMENTAL INDENTURE, dated as of the 1st day of April, 2008 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"), pary of the first part, and DEUTSCHE BANK TRUST COMPANY AMERICAS, fonnerly known as Baners Trust Company, a corporation of the State of New York whose post offce 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"), paries of the second par (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 I, 1937 hereinafter referred to. WHEREAS, the Maine Company has heretofore executed and delivered to the Trustees its Mortgage and Deed of Trust (hereinafer sometimes referred to as the "Original Indenture"), dated as of October I, 1937, to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstading thereunder and to declare the tenns 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 tenns 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, Harey, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonnevile, 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 tenns 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 First Supplemental Indentue Second Supplemental Indentue Dated as of July 1, 1939 November 15, 1943 I Designation Third Supplemental Indenture Fourh Supplemental Indenture Fift Supplemental Indenture Sixth Supplemental Indenture Seventh Supplemental Indenture Eighth Supplemental Indenture Ninth Supplemental Indenture Tenth Supplemental Indenture Eleventh Supplemental Indenture Twelfth Supplemental Indenture Thirteenth Supplemental Indenture Fourteenth Supplemental Indenture Fifteenth Supplemental Indenture Sixteenth Supplemental Indenture Seventeenth Supplemental Indenture Eighteenth Supplemental Indenture Nineteenth Supplemental Indenture Twentieth Supplemental Indenture Twenty-first Supplemental Indenture Twenty-second Supplemental Indenture Twenty-third Supplemental Indenture Twenty-fourh Supplemental Indenture Twenty-fifth Supplemental Indenture Twenty-sixth Supplemental Indentue Twenty-seventh Supplemental Indenture Twenty-ninth Supplemental Indentue Thirtieth Supplemental Indenture Thirty-first Supplemental Indenture Thirty-second Supplemental Indenture Thirty-third Supplemental Indenture Thirty-fourh Supplemental Indenture Thirty-fifth Supplemental Indenture Thirty-sixth Supplemental Indenture Thirty-seventh Supplemental Indentue Thirty-eighth Supplemental Indenture Thirty-ninth Supplemental Indenture Fortieth Supplemental Indenture Forty-first Supplemental Indenture Forty-second Supplemental Indenture Forty-third Supplemental Indenture Dated as of February i, 1947 May 1, 1948 November 1, 1949 October 1, 1951 January 1, 1957 July 15, 1957 November 15, 1957 April i, 1958 October 15, 1958 May 15, 1959 November 15, 1960 November 1, 1961 September 15, 1964 April 1, 1966 October 1, 1966 September 1, 1972 January 15, 1974 August 1, 1974 October 15, 1974 November 15, 1976 August 15, 1978 September 1, 1979 November 1, 1981 May 1,1982 May 1, 1986 January 1, 1990 January 1, 1991 August 15, 1991 March 15, 1992 April 1, 1993 December 1, 1993 November 1,2000 October 1,2001 April 1, 2003 May 15,2003 October 1, 2003 May 1,2005 October i, 2006 May 1,2007 September 1, 2007 each of which is supplemental to the Original Indenture (the Original Indenture and all indentues supplemental thereto together being hereinafter sometimes referred to as the "Indenture"); and 2 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, Harey, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Banock, Bear Lake, Bingham, Blaine, Boise, Bonnevile, 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 tenns of the Indenture in the following series and aggregate principal amounts: Series Principal Amount Issued 3-3/4% Series due 1967 3-1/8% Series due 1973 2-3/4% Series due 1977 3% Series due 1978 2-3/4% Series due 1979 3-1/4% Series due 1981 4-1/2% Series due 1987 4-3/4% Series due 1987 4% Series due April 1988 4-1/2% Series due October 1988 5% Series due 1989 4-7/8% Series due 1990 4-1/2% Series due 1991 5-1/4% Series due 1996 6- 1/8% Series due 1996 7-3/4% Series due 2002 8-3/8% Series due 2004 10% Series due 2004 8-1/2% Series due 2006 9% Series due 2008 10-1/4% Series due 2003 First Mortgage Bonds, 1984 Series 16.10% Series due 1991-1992 Pollution Control Series A 8.65% Series due 2000 9.50% Series due 2021 9.52% Series due 2031 8% Series due 2004 8 3/4% Series due 2027 Secured Medium- Tenn Notes, Series A $18,000,000 18,000,000 5,000,000 10,000,000 12,000,000 15,000,000 20,000,000 15,000,000 10,000,000 15,000,000 15,000,000 15,000,000 10,000,000 20,000,000 30,000,000 30,000,000 35,000,000 50,000,000 30,000,000 60,000,000 62,000,000 10,100,000 50,000,000 49,800,000 80,000,000 75,000,000 25,000,000 50,000,000 50,000,000 190,000,000 3 Principal Amount Outstanding None None None None None None None None None None None None None None None None None None None None None None None None None None None None None None Series Principal Amount Issued Secured Medium-Term Notes, Series B Secured Medium-Term Notes, Series C Secured Medium-Term Notes, Series D Secured Medium-Term Notes, Series E Pollution Control Series B Secured Medium-Term Notes, Series F Pollution Control Series C Secured Medium-Term Notes, Series G 197,000,000 200,000,000 200,000,000 245,000,000 49,800,000 200,000,000 116,300,000 100,000,000 Principal Amount Outstanding None 200,000,000 200,000,000 245,000,000 49,800,000 200,000,000 116,300,000 100,000,000 which bonds are hereinafter sometimes called bonds of the First though Thirty-eighth 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 Fort-fourth Supplemental Indentue for the puroses herein provided, including the issuace of a Thirty-ninth Series of Bonds under the Indenture, in the aggregate principal amount of up to Three Hundred Fifty Milion Dollars ($350,000,000), to be designated as "First Mortgage Bonds, Secured Medium- Tenn Notes, Series H" (herein sometimes called the "Bonds of MTN Series H"); and WHEREAS, it is also now desired, for the purose of more effectually carring 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- fourh, Twenty-fifth, Thirty-sixth, Thirty-seventh, Thirty-ninth, Fortieth and Forty-first Supplemental Indentues; and WHEREAS, all things necessary to make said Bonds of MTN Series H, 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 instrent for the security thereof, have been perfonned, and the execution and delivery of this Fort-four Supplemental Indenture and the issue of said Bonds as in this Fort-four 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 Indentue, according 4 to their tenor and effect, and the perfonnance of all the provisions of the Indenture and of said Bonds, the Company has duly executed and delivered to the Trustees this Fort-four Supplemental Indenture and has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confinned and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confinn unto Stanley Burg and (to the extent of its legal capacity to hold the same for the puroses hereof) unto Deutsche Ban 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: PROPERTIES ACQUIRED OR CONSTRUCTED GENERATING PLANTS None. TRANSM¡ISSION LINES & SYSTEMS Line 722 replaces Line 401 Borah to Hunt Blaine Co., ID, Jerome Co., ID, Minidoka Co., ID, Power Co., ID 68.24 Miles 230kV Line 470 Horse Flat to McCall Adams Co., ID, Valley Co., ID 34.56 Miles 138kV Line 724 Bennett Mountain Power to Danskin Power Elmore, Co., ID 5.51 Miles 230kV Line 412 added Taps to Spring Valley, Carwright, and Hidden Springs SubstationsAda Co., ID 9.69 Miles 138kV DISTRIBUTION LINES & SYSTEMS None. SUBSTATIONS Spring Valley Substation Starkey Substation Ada Co., ID Valley Co., ID FRANCHISES None. 5 ALL OTHER LANDS, IMPROVEMENTS, BUILDINGS AND OTHER SUBSTATIONS None. 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 appurenances 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, earings, 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 par 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, earings, rents, issues, income or profits of the mortgaged and pledged property, or any bils, notes or accounts receivable, contracts or choses in action, except to the extent pennitted by law in case a completed default specified in Section 65 of the Indentue 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 ofthe mortgaged and pledged property, or (2) in any case, unless specifically subjected to the lien thereof, any bonds, notes, evidences of indebtedness, shares of stock, or other securities or any cash (except cash deposited with the Corporate Trustee pursuant to any provisions of the Indenture) or any goods, wares, merchandise, equipment or apparatus manufactured or acquired for the purose 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 confinned 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 puroses hereof) unto the Corporate Trustee, and their successors, heirs and assigns forever; IN TRUST, NEVERTHELESS, for the same purposes and upon the same tenns, trusts and conditions and subject to and with the same provisions and covenants as are set forth in the Original Indentue, as amended or modified by said First, Second, Third, Fourh, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelft, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourh, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirt-second, Thirty-third, Thirty-four, Thirty-fifth, Thirt-sixth, Thirty-seventh, Thirt-eighth, Thirty-ninth, Fortieth, Fort-first, Fort-second and Forty-third Supplemental Indentures and this Fort-fourt Supplemental Indenture. 6 And it is hereby covenanted, declared and decreed by and between the paries 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 MTN Series H. SECTION 1. The Thirty-ninth Series of Bonds to be executed, authenticated and delivered under and secured by the Indenture shall be Secured Medium-Term Notes, Series H, designated as "First Mortgage Bonds, Secured Medium-Tenu Notes, Series H"ofthe Company. The Bonds of MTN Series H shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the tenus, conditions and covenants of the Original Indenture, except insofar as the tenus and provisions of the Original Indenture have been or are amended or modified by said First though Forty-third Supplemental Indentures or by this Forty-fourh Supplemental Indenture. Bonds ofMTN Series H shall be issued from time to time in an aggregate principal amount not to exceed $350,000,000, and shall be issued as registered Bonds without coupons in the denominations of $ 1 ,000 or in any multiple thereof; each Bond of MTN Series H shall mature on such date not less than nine months nor more than thirty years from date of issue, shall bear interest at such rate or rates (which may be either fixed or variable) and have such other tenus and provisions not inconsistent with the Indenture as the Board of Directors may determine in accordance with a resolution fied with the Corporate Trustee and a written order referring to this Forty-four Supplemental Indenture; the principal of and interest on each said Bond to be payable at the offce or agency of the Company in the Borough of Manattan, 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 MTN Series H which bear interest at a fixed rate shall be payable semianually on March 1 and September 1 of each year, unless otherwise determined by the Board of Directors and set forth in a resolution filed with the Corporate Trustee referrng to this Fort-fourt Supplemental Indentue, and at matuity (each an interest payment date). Interest on Bonds of MTN Series H 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 Fort-fourth Supplemental Indenture. Notwithstanding the foregoing, so long as there is no existing default in the payment of interest on the Bonds of MTN Series H, all Bonds of MTN Series H 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 MTN Series H 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 MTN Series H, 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 MTN Series H of a designated interest rate and maturity is afer such Record Date and prior to the corresponding interest 7 payment date, such Bonds shall bear interest from the Original Interest Accrul Date but payment of interest shall commence on the second interest payment date succeeding the Original Interest Accrual Date. "Record Date" for Bonds ofMTN Series H which bear interest at a fixed rate shall mean February 15 for interest payable March 1 and August 15 for interest payable September 1, for Bonds of MTN Series H 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 fort in a resolution fied with the Corporate Trustee referring to this Fort- four Supplemental Indenture, and for Bonds of MTN Series H which bear interest at a variable rate 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 Fort-fourh Supplemental Indentue; 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 MTN Series H 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 fied 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 wrtten order for Bonds of such designated interest rate and maturity. The Bonds of MTN Series H, 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 parially 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 MTN Series H 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 MTN Series H 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. The Bonds of MTN Series H may be redeemable at the option of the Company (including without limitation redemptions by the application of cash deposited with the Corporate Trustee pursuant to Section 39 of the Indenture) in whole at any time, or in par from time to time, prior to matuity, as provided in Section 52 of the Indentue, upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days prior to the date fixed for redemption as the Board of Directors may detenuine in accordance with a resolution fied with the Corporate Trustee and a wrtten order referring to this Forty-fourth Supplemental Indentue. SECTION 2. At the option of the registered holder, any Bonds ofMTN Series H, upon surrender thereof for cancellation at the office or agency of the Company in the Borough 8 of Manattan, 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 MTN Series H of other authorized denominations. Bonds of MTN Series H may bear such legends as may be necessar 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 confonu to usage with respect thereto. Bonds of MTN Series H shall be transferable at the offce or agency of the Company in the Borough of Manattan, 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 MTN Series H for a period of fifteen (15) days next preceding any mailng of notice of redemption, and the Company shall not be required to make transfers or exchanges of the principal amount of any Bonds of MTN Series H so called or selected for redemption. SECTION 3. The Bonds ofMTN Series H 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 ofMTN Series H 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 ofMTN Series H in temporary fonu, as provided in Section 15 of the Original Indentue. ARTICLE II Issue of Bonds of MTN Series H. SECTION 5. The Bonds ofMTN Series H for the aggregate principal amount of up to Three Hundred Fift Milion Dollars ($350,000,000) 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 Aricle V, Article VI or Aricle VII of the Indentue. 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 9 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 maner 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 Indentue 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 par of the property therein stated to be conveyed. SECTION 7. That it is lawflly seized and possessed of all of the mortgaged and pledged property described in the granting clauses of the Indentue, 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, Fourh, Fift, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Foureenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first (as corrected by the Twenty-second), Twenty- second, Twenty-third, Twenty-fourh, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty- eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirt-second, Thirty-third, Thirt-fourth, Thirty- fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth, Thirty-ninth, Fortieth, Forty-first, Fort-second and Forty-third Supplemental Indentures and this Forty-fourth Supplemental Indenture, good, right and lawfl authority to mortgage and pledge the mortgaged and pledged propert described therein, as provided in and by the Indenture; and that such mortgaged and pledged propert is, at the actual.date of the initial issue of the Bonds ofMTN Series H, 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 Indentue. SECTION 8. That it wil deliver to the Corporate Trustee anually, within ninety (90) days after the close of each fiscal year, commencing with the fiscal year 2008, a certificate from the principal executive offcer, principal financial offcer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under the Indenture. For puroses 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 trst hereby declared and provided and agree to perform the same upon the tenus and conditions in the Original Indenture, as heretofore supplemented and as supplemented by this Fort-fourth Supplemental Indenture, and in this Forty-fourth Supplemental Indentue set forth, and upon the following terms and conditions: The Trustees shall not be responsible in any maner whatsoever for or in respect of the validity or sufficiency of ths Forty-fourth Supplemental Indentue 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. 10 ARTICLE V Miscellaneous Provisions. All tenus contained in this Forty-fourth Supplemental Indenture shall, for all puroses hereof, have the meanings given to such terms in Article I of the Original Indenture, as amended by Article IV of the Second Supplemental Indenture. Except as hereby expressly amended and supplemented, the' Original Indenture heretofore amended and supplemented is in all respects ratifed and confinued, and all the terms and provisions thereof shall be and remain in full force and effect. This Forty-fourh Supplemental Indentue may be executed in any number of counterpars, each of which when so executed shall be deemed to be an original; but such counterparts together constitute but one and the same instrment. 11 IN WITNESS WHEREOF, Idaho Power Company, party hereto ofthe first par, caused its corporate name to be hereunto affxed 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 affxed 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 ofthe parties hereto of the second par, has for all like purposes hereunto set his hand and affxed his seal, each on the date hereinafter acknowledged, as of the day and year first above written. IDAHO POWER COMPANY By Darrel T. Anderson Senior Vice President - Administrative Services and Chief Financiål Officer Attest: Patrick A. Harrington Secretary Executed, sealed and delivered by IDAHO POWER COMPANY in the presence of:~l)~&~ 12 DEUTSCHE BANK TRUST COMPANY AMERICAS By Carol Ng Vice President Attest: w!U~ Wanda Camacho Vice President Executed, sealed and delivered by DEUTSCHE BANK TRUST COMPANY AMERICAS, in the presence of: 'I J;g Kisha A. Holder ~4-1-(LS.J~anley Bur Executed, sealed and delivered by STANLEY BURG, , in the presence of: L~KiSh~ 13 STATE OF IDAHO ) ) ss.:COUNTY OF ADA ) On the 1st day of April, in the year 2008, before me personally came DARRL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he is the Senior Vice President - Administrative Services and Chief Financial Offcer 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 DARRL T. ANDERSON, having personally appeared and known to me to be the Senior Vice President - Administrative Services and Chief Financial Offcer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same. IN WITNSS WHEREOF, I have hereunto subscribed my name and affixed my offcial seal the day and year in this certificate first above written. ""'"'11""" ", ~Y Gh '".... _~~~ l" A ".... -~? ....... '11 r '.. ~.. .... .... ~~. _. ~:: .. _\oT AI? t... -:.. . \- .r.... . . .:: : ".el : :... C...'; ~ PUB\.\ : : -: tP .0. ... ~.. ./' ... .. ,..0 ~ ...., -1.. ........ '" ,. ......'" i J: OF \n r' ,....'ii ,,,,,..,....."... 14 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 2ih day of March, in the year 2008, before me personally came CAROL NG, to me known, who being by me duly sworn did depose and say that she is a Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that she 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 she signed her name thereto by like order; the said CAROL NG, having personally appeared and known to me to be a Vice President 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 offcial seal the day and year in this certificate first above written. Anie Jaghats any Notar Public, St eo York Registration No. OlJA6062022 Qualified in New York County Commission expires September 23, 2009 15 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 2ih day of March, in the year 2008, before me, Annie Jaghatspanyan, 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 instrment 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 affxed my offcial seal the day and year in this certificate first above written. Annie Jaghats any Notar Public, e e York Registration No. OlJA6062022 Qualified in New York County Commission expires September 23, 2009 16 STATE OF IDAHO ) ) ss.:COUNTY OF ADA ) DARRL T. ANDERSON, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the Senior Vice President - Administrative Services and Chief Financial Officer 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 mortgàge is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned to be thereby secured. ~ T; t2LJ~.L Darrel T. Anderson Senior Vice President - Administrative Services and Chief Financial Officer Subscribed and sworn to before me this 1st day of April, 2008. ~,~~"""lll'" ..~~~ '0 Y GIl'".... _~l'"" lrA l.', .... ~.. ......... r '.,~.- e. ~,: ... -. ~: . ~OTA!l t... ..:: ~ i :: : -... : :: ~ r · :': eo PUB\.\v" E -: til.. ....~ "Oe ..~C) ~, ~~. o. ~",-11' ...... ~ ...."'; l; OF \n ..~~.."""'l"IlI"I"~ 17 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) CAROL NG, being first duly sworn, upon oath, deposes and says: that she is an officer, to wit, a Vice President 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. car~ Vice President Subscribed and sworn to before me this 2ih day of March, 2008. Anie Jaghatsp ny Notary Public, 0 ork Registration No. OlJA6062022 Qualified in New York County Commission expires September 23,2009 18 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) STANLEY BURG, being first duly sworn, upon oath, deposes and says: that he is one of the mortgagees and trustees named in the foregoing indenture or mortgage; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein. &~4"7tallBuf L Subscribed and sworn to before me this 2th day of March, 2008. Anie Jaghats nyNotar Public, e York Registration No. OlJA6062022 Qualified in New York County Commission expires September 23, 2009 19 PROSPECTUS SUPPLEMENT To Prospectus dated December 18,2007 $350,000,000 Idaho Power Company First Mortgage Bonds, Secured Medium-Term Notes, Series H This prospectus supplement may be used to offer and sell the notes only if accompanied by the accompanying prospectus. Idaho Power Company may use this prospectus supplement to offer from time to time its first mortgage bonds, secured medium-term notes, series H. APR t 5 Ptl 1\: 56 Terms of Sale The following terms may apply to the notes which we may sell at one or more times. We wil include final terms for each note you purchase in a pricing supplement. Mature 9 months to 30 years from date of issue Fixed interest rate Interest payable on March 1 and September 1 Held in book-entr form by The Depository Trust Company Settlement in immediately available funds · May be subject to mandatory redemption or redemption at our option Minimum denominations of $1,000 increased in multiples of$l,OOO You should review carefully the risk factors that we have disclosed in our public fiings under the Securities Exchange Act of 1934, as amended, before purchasing the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense. We may sell the notes directly or indirectly through one or more agents or dealers, including the agents listed below. The agents are not required to sell any specified number or amount of notes. The agents wil use their reasonable best efforts to sell the notes offered. Ifwe sell the notes at 100% of their principal amount, we wil receive between $347,375,000 and $349,125,000 of the proceeds from the sale of the notes, after paying the agents' commissions of between $875,000 and $2,625,000. Banc of America Securities LLC BNY Capital Markets, Inc. JPMorgan KeyBanc Capital Markets Lazard Capital Markets Piper Jaffray RBC Capital Markets SunTrust Robinson Humphrey Wachovia Securities Wedbush Morgan Securities Inc. Wells Fargo Securities Prospectus Supplement dated April 3, 2008 You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any pricing supplement. We have not, and the agents have not, authorized anyone else to provide you with different information. You should not assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any pricing supplement is accurate as of any date other than the date on the front cover of each document. We are not making an offer of these notes in any state where the offer is not permitted. TABLE OF CONTENTS Page Prospectus Supplement Description of the Notes ............................................................................................................................S-3 Supplemental Plan of Distribution........................................... ..................................................................S-5 Prospectus Risk Factors ..................................................................................................................................................1 Forward-Looking Statements........................................................................................................................ 1 About Idaho Power Company..... .................. ....... .,. ............ .......................... ....... ... .... ......... ......................... 3 Ratios of Earnings to Fixed Charges.............................................................................................................3 Description of the First Mortgage Bonds......................................................................................................4 Description of Debt Securities.... .......................................................... ..... ........ .... ..................... ............. ... 10 Book-Entr System.....................................................................................................................................17 Use of Proceeds............................................... ............................................................................................19 Plan of Distribution............................................. ........................................................................................19 Incorporation of Certain Information by Reference. .... ................ ....... .................. ......... ............................. 20 Where You Can Find More Information..................................................................................................... 22 Legal Matters. ........ .... ...... ....... ... ... .... ..... ........ ....... ... .... ................ .... ..... ....... .......... .......... ........... ........... ..... 22 Experts ........................................................................................................................................................22 S-2 DESCRIPTION OF THE NOTES General You should read the following information, which summarizes certain terms of the notes, in conjunction with the statements under "Description of the First Mortgage Bonds" in the accompanying prospectus. We are issuing these notes as part of a series of first mortgage bonds under our Indenture of Mortgage and Deed of Trust, dated as of October i, 1937, as amended and supplemented. Please also refer to the indentue, which was filed as an exhibit to the registration statement of which this prospectus supplement forms a part. The indentue limits the aggregate principal amount of first mortgage bonds at anyone time outstanding to $1.5 bilion. We may amend the indenture and increase this amount without consent of the holders of first mortgage bonds. Weare offering the notes on a continuing basis. For each note we offer and sell, we wil prepare a pricing supplement to this prospectus supplement and the accompanying prospectus. The pricing supplement wil include the specific terms of the note to which it relates and may include modifications of or additions to the more general terms described in this prospectus supplement and the accompanying prospectus. The pricing supplement relating to a note wil contain the following important information: · purchase price of the notes, which may be a percentage of the aggregate principal amount · issue date · matuty date · interest rate · interest accrual date · redemption provisions, if any, and · other material terms not inconsistent with the indenture. The following information applies to the notes that we are offering, unless we specify otherwise in the pricing supplement. Except as we discuss below, we wil issue each note in book-entr form and not certificated fonu. The depositary for book-entr notes wil initially be The Depository Trust Company. You can buy the notes in denominations of $1 ,000 or any larger amount equally divisible by $1,000. The notes wil mature from nine months to 30 years from the date of issue. Unless we specify otherwise in a pricing supplement and make additional related disclosure, we wil not offer the notes to United States alien holders. You are a United States alien holder if you are, for United States federal income tax puroses: · a nonresident alien individual S-3 · a foreign corporation · a foreign partership or · an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from a note. Interest and Payment on the Notes Each note wil bear interest at a fixed rate stated on the face of the note. Interest wil be computed on the basis of a 360-day year of twelve 30-day months. We wil make interest payments to noteholders on March i and September 1 of each year or on the interest payment dates specified in the pricing supplement, and at matuty or upon earlier redemption. If any interest payment date, redemption date or matuty date does not fall upon a business day, we wil make the payment on the next business day. A business day is any day, other than a Saturday or Sunday, on which banks in The City of New York are not required or authorized by law to close. Ifwe payor provide for payment on the next business day, no interest wil accrue on those amounts for the period from and after the interest payment date, redemption date or maturity date, as the case may be, to the next business day. We wil make payments of principal, premium, ifany, and interest in respect of the notes in immediately available funds. We wil make payments on book-entr notes to Cede & Co., the partership nominee of The Depository Trust Company. The record date for the March i payment wil be February 15, and the record date for the September 1 payment wil be August 15. Ifwe change the interest payment dates, we wil indicate in the pricing supplement the new record dates. In order to receive interest payments on a note, you must hold the note on the applicable record date, whether or not the record date is a business day. We wil begin paying interest on the first interest payment date after the notes have been issued, provided that the notes are issued before the applicable record date. Redemption of the Notes The notes may be subject to redemption, either mandatory or at our option, before they mature. The pricing supplement wil indicate whether or not a note is subject to redemption and the terms of redemption, ifany. Ifwe decide to redeem the notes, you wil receive at least 30 days' notice. Tax Defeasance Under current United States federal income tax law, defeasance under the indenture should be treated as a taxable exchange of the notes to be defeased for an interest in the defeasance trst. Accordingly, you would recognize gain or loss equal to the difference between your cost or other tax basis of the notes and the fair market value of your interest in the defeasance trst. You would thereafter be required to include in income your share of the income, gain or loss of the defeasance trst, which could be a different amount and includible in income at different times than would be the case in the absence of defeasance under the indenture. You should consult your own tax advisors as to the specific potential consequences to you of defeasance under the indenture. S-4 SUPPLEMENTAL PLAN OF DISTRIBUTION We are offering the notes on a continuing basis through the agents listed on the cover, each of which has agreed to use to its reasonable best efforts to solicit purchases of the notes. We have the right to accept offers to purchase notes and may reject any proposed purchase of the notes. The agents may also reject any offer to purchase notes. We wil pay the agents a commission on any notes sold through the agents. The commission wil range from 0.125% to 0.750% of the principal amount of the notes depending on the maturity of the notes. We may also sell notes to the agents who wil purchase the notes as principal for their own accounts. Any such sale wil be made at a discount to be agreed upon at the time of sale. Any notes the agents purchase as principal may be resold at the market price or at other prices detenuined by the agents at the time of resale. The agents may resell any notes they purchase to other brokers or dealers at a discount which may include all or part of the discount the agents received from us. The agents wil purchase the notes at a price equal to 100% of the principal amount less a discount. Unless otherwise stated, the discount wil equal the applicable commission on an agency sale of notes of the same maturity. We may sell notes directly to investors on our own behalf in those jursdictions where we are authorized to do so. We wil not pay any commissions on sales made directly by us. We may sell notes through agents other than the agents listed on the cover subject to certain conditions described in the sellng agency agreement that we have entered into with the agents listed on the cover. The commission applicable to agency sales through any other agents wil be the same as that applicable to agency sales through the agents listed on the cover. The agents, whether acting as agent or as principal, may be deemed to be "underwriters" within the meaning of the Securties Act of 1933, as amended. We have agreed to indemnify each agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments made in respect of such liabilities. We have also agreed to reimburse the agents for certain of the agents' expenses, including the reasonable fees and expenses of their counseL. The agents may sell to dealers who may resell to investors and the agents may pay all or part of the discount or commission they receive from us to the dealers. Such dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933. Any discounts or commissions that an agent receives in purchasing a note as principal and reselling such note, and any profit on the resale of such note by the agent, may be deemed to be underwriters' discounts or commissions under the Securities Act of 1933. Payment of the purchase price of the notes must be made in immediately available fuds. In addition to offering the notes through the agents described in this prospectus supplement, we may sell other debt securities. Under certain circumstances, the sale of other S-5 debt securities may reduce the maximum aggregate amount of notes that we offer by this prospectus supplement. The notes are a new issue of securities with no established trading market and wil not be listed on a securities exchange. The agents have advised us that they intend to establish a trading market for the notes. However, the agents are not obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes. In connection with the offering, the agents may purchase and sell notes in the open market. These transactions may include short sales, stabilzing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the agents of a greater number of notes than they are required to purchase in the offering. Stabilizing trnsactions consist of certain bids or purchases made for the purose of preventing or retarding a decline in the market price of the notes while the offering is in progress. The agents also may impose a penalty bid. This occurs when a particular agent repays to agents a portion of the underwting discount received by it because the agents have repurchased notes sold by or for the account of such agent in stabilizing or short covering transactions. These activities by the agents may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the agents at any time. We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, wil be approximately $2 milion. Each agent and its affiiates may from time to time engage in transactions with, and pedorm investment banking, general baning and other financial services for, us and our affiliates in the ordinary coure of business. We may distrbute this prospectus supplement and any applicable pricing supplement by mail, in printed form and electronically in portable document format. The prospectus supplement, the accompanying prospectus and any applicable pricing supplement may be made available in electronic format on the websites maintained by one or more of the agents. Other than the prospectus supplement, the accompanying prospectus and any applicable pricing supplement in electronic format, the information on any of these websites and any other information contained on a website maintained by an agent is not part of this prospectus supplement, the accompanying prospectus and any applicable pricing supplement. S-6 PROSPECTUS $350,000,000 IDAHO POWER COMPANY First Mortgage Bonds Debt Securities We may offer from time to time, in one or more series: . our first mortgage bonds and . our unsecured debt securities. We may offer these securities in any combination in one or more offerings up to a total amount of $350,000,000. This prospectus provides you with a general description of the securties we may offer. Each time we sell securities, we wil provide a prospectus supplement that wil contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any supplements carefully before you invest. We may offer these securities directly or through underwriters, agents or dealers, as described in the "Plan of Distrbution." The supplements to this prospectus wil describe the terms of any particular plan of distrbution, including any underwriting arrangements. Our principal executive offices are located at 1221 West Idaho Street, Boise, Idaho 83702-5627, and our telephone number is (208) 388-2200. Investing in our securities involves risks. Please see "Risk Factors" on page 1 of this prospectus as well as the risk factors in our most recent Annual Report on Form 10-K and in any other reports we file pursuant to the Securities Exchange Act of 1934 that we incorporate by reference in this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. December 18, 2007 (This page has been left blank intentionally.) TABLE OF CONTENTS Page Risk Factors .............................................................................................. ...........................1 Forward-Looking Statements............................................................................................... i About Idaho Power Company ..............................................................................................3 Ratios of Earnings to Fixed Charges ...................................................................................3 Description of First Mortgage Bonds ..................................................................................4 Description of Debt Securities........................................................................................... i 0 Book-Entr System............................................................................................................17 Use of Proceeds...................................................... ............................................................19 Plan of Distribution......................................................................................... ................... i 9 Incorporation of Certain Information by Reference... ................................. ...... .............. ..20 Where You Can Find More Information ...........................................................................22 Legal Matters .................................................................................................................... .22 Experts ...............................................................................................................................22 You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. Weare offering to sell securities and seeking offers to buy securities only in states where offers and sales are penuitted. The information contained in or incorporated by reference in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered hereunder. Unless we indicate otherwise, or the context otherwise requires, references in this prospectus to the "Company," "we," "us" and "our" or similar terms are to Idaho Power Company. 1 (This page has been left blank intentionally.) RISK FACTORS Investing in our securties involves risks. You should carefully consider the risk factors described in our most recent Annual Report on Form lO-K and in any other reports we file pursuant to the Securities Exchange Act of 1934 that we incorporate by reference in this prospectus as well as those included in any prospectus supplement hereto. Our subsequent fiings with the Securities and Exchange Commission may contain amended and updated discussions of significant risks. The risks and uncertainties that we incorporate by reference are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. FORWARD-LOOKIG STATEMENTS In connection with the safe harbor provisions of the Private Securties Litigation Reform Act of 1995, we are hereby filing cautionary statements. You should read these cautionary statements with the cautionary statements and risk factors under "Risk Factors" in this prospectus and in any prospectus supplement and with those included in our most recent Annual Report on Form lO-K and in any other reports that we fie pursuant to the Securties Exchange Act of 1934 that we incorporate by reference in this prospectus. These cautionary statements identify importnt factors that could cause our actual results to differ materially from those projected in forward-looking statements made by us or incorporated by reference in this prospectus or any prospectus supplement. Any statements that express or involve discussions about expectations, beliefs, plans, objectives, assumptions or future events or performance are not statements of historical facts and may be forward-looking. These statements often, but not always, use words or phrases such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "may result," "may continue" or similar expressions. Forward-looking statements involve estimates, assumptions and uncertainties and are qualified in their entirety by reference to, and are accompanied by, the following important factors. These factors are difficult to predict, contain uncertainties, are beyond our control and may cause actual results to differ materially from those contained in forward-looking statements: . changes in and compliance with governmental policies, including new interpretations of existing policies, and regulatory actions and regulatory audits, including those of the Federal Energy Regulatory Commission, the North American Electrc Reliability Corporation, the Western Electricity Coordinating Council, the Idaho Public Utilities Commission, the Oregon Public Utility Commission, and the Internal Revenue Service with respect to allowed rates of return, industr and rate strcture, day-to-day business operations, acquisition and disposal of assets and facilities, operation and constrction of plant facilities, provision of transmission services, relicensing of hydroelectric projects, recovery of purchased power expenses, recovery of other capital investments, present or i prospective wholesale and retail competition, including but not limited to retail wheeling and transmission costs, and other refund proceedings . changes arising from the Energy Policy Act of 2005 . litigation and regulatory proceedings, including those resulting from the energy situation in the western United States, and penalties and settlements that influence business and profitability . changes in and compliance with environmental, endangered species and safety laws and policies . weather variations affecting hydroelectrc generating conditions and customer energy usage · over-appropriation of surface and groundwater in the Snake River Basin resulting in reduced generation at hydroelectrc facilities . constrction of power generating, trsmission and distrbution facilities including an inability to obtain required governental permits and approvals, and risks related to contrcting, constrction and sta-up . operation of power generating facilities including breakdown or failure of equipment, performance below expected levels, competition, fuel supply, including availability, transportation and prices, and availability of transmission · blackouts or other disruptions ofIdaho Power Company's or the western interconnected transmission systems . impacts from the potential formation of a regional trsmission organization or the development of another trnsmission group . population growth rates and demogrphic patterns . market demand and prices for energy, including strctual market changes . changes in operating expenses and capital expenditues, including costs and availability of materials and commodities, and fluctuations in sources and uses of cash . results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by factors such as credit ratings and general economic conditions . actions by credit rating agencies, including changes in rating criteria and new interpretations of existing criteria · homeland security, natural disasters and other natural risks, such as earquake, flood, drought, lightning, wind and fire, acts of war or terrorism . market conditions that could affect the operations and prospects ofIDACORP's subsidiaries or their competitors . increasing health care costs and the resulting effect on medical benefits paid for employees . performance of the stock market and the changing interest rate environment, which affect the amount of required contributions to pension plans, as well as the reported costs of providing pension and other postretirement benefits · increasing costs of insurance, changes in coverage terms and the ability to obtain insurance . changes in tax rates or policies, interest rates or rates of inflation . adoption of or changes in critical accounting policies or estimates and 2 . new accounting or Securities and Exchange Commission requirements, or new interpretation or application of existing requirements. Any forward-looking statement speak only as of the date on which we make the statement. New factors emerge from time to time; we cannot predict all factors or assess the impact of any emerging factors on our business, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. ABOUT IDAHO POWER COMPANY We are an electric public utility incorporated under the laws of the State of Idaho in 1989 as successor to a Maine corporation organized in 1915. In 1998, we reorganized into a holding company structure and became the principal subsidiar ofIDACORP, Inc. IDACORP, Inc. owns all of our outstanding common stock. Weare engaged in the purchase, generation, transmission, distrbution and sale of electric energy in a 24,000 square mile area in southern Idaho and eastern Oregon, with an estimated population of 943,000. We hold franchises in 71 cities in Idaho and nine cities in Oregon and hold certificates from the respective public utility regulatory authorities to serve all or a portion of 24 counties in Idaho and three counties in Oregon. We own and operate i 7 hydroelectrc generation developments, two natural gas-fired plants and one diesel-powered generator and share ownership in three coal-fired generating plants. As of September 30,2007, we supplied electrc energy to approximately 479,000 general business customers. We rely heavily on hydroelectrc power for our generating needs and are one of the nation's few investor-owned utilities with a predominantly hydroelectric generating base. RATIOS OF EARNINGS TO FIXED CHARGES Ratio of Earnings to Fixed Charges .......................................... Supplemental Ratio of Earings to Fixed Charges(l) .............. 2002 2.36x 2.33x 2003 2.30x 2.26x 2004 2.42x 2.38x 2005 2.83x 2.78x 2006 3.l2x 3.06x Nine Months Ended September 30, 2007 2.88x 2.83x Twelve Months Ended December 3 i, (1) Includes interest on the guaranty of the American Falls Reservoir Distrct bonds and Milner Dam, Inc. notes. 3 DESCRIPTION OF FIRST MORTGAGE BONDS We will issue the first mortgage bonds offered in this prospectus under our Indenture of Mortgage and Deed of Trust, dated as of October I, 1937. Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, is the corporate trstee, and Stanley Burg serves as individual trstee. We have amended and supplemented this indentue in the past and wil supplement it again by one or more supplemental indentues relating to these first mortgage bonds. This section briefly summarizes the material provisions of the indenture and uses some terms that are not defined in this prospectus but that are defined in the indentue. This summary is not complete. The indentue is on fie with the Securties and Exchange Commission, and we incorporate it by reference in this prospectus. You should read the indenture for a complete understanding of its provisions and for the definitions of some tenus used in this summary. We issue bonds in series. Each series of bonds may have different terms. We wil include all of the following infonuation about a specific series of bonds in the prospectus supplement relating to those bonds: . the designation and series of the bonds . the aggregate principal amount of the bonds . the offering price of the bonds . the date or dates on which the bonds wil mature . the interest rate or rates for the bonds, or how we wil detenuine the interest rate or rates . the dates on which we wil pay the interest on the bonds . the denominations in which we may issue the bonds · the tenus pursuant to which we may redeem the bonds, if any . whether we wil issue all or a portion of the bonds in global form and . any other terms or provisions relating to the bonds that are not inconsistent with the provisions of the indenture. Form and Exchange. Unless we state otherwise in the prospectus supplement: . we wil issue the bonds in fully registered form without coupons . a holder of bonds may exchange bonds, without charge, for an equal aggregate principal amount of bonds of the same series, having the same issue date and with identical tenus and provisions and 4 . a holder of bonds may transfer bonds, without charge, other than applicable stamp taxes or other governmental charges. See "Book-Entr System" for a description of additional requirements as to the form and method of exchange of bonds. We wil describe any additional requirements as to the form and method of exchange of bonds in the prospectus supplement. Interest and Payment. We will pay principal, premium, if any, and interest in U.S. dollars at Deutsche Bank Trust Company Americas in New York City, and, at our option, at our offce in Boise, Idaho. Indenture, Section 35 Maintenance Requirements. We wil file a certificate with the corporate trstee within 90 days after the close of each calendar year stating that: . we have made the necessar expenditures to maintain our propert in good condition as an operating system or . we wil designate an additional amount that should be spent for this purpose. If we designate an additional amount, we must deliver to the corporate trustee, within 30 days, cash equal to that amount less the following deductions: . expenditues made after the close of the year to maintain the propert and . any allowances for waiver of our right to issue additional bonds under the indentue. Indenture, Section 38 We may withdraw this cash for reimburement for later expenditures on: . propert maintenance, repairs, renewals and replacements . waiver of our right to issue additional bonds under the indenture or . the purchase or redemption of bonds of any series, unless a supplemental indenture provides otherwise for a particular series of bonds. We must spend or appropriate 15% of our annual gross operating revenues for maintenance, retirement or amortization of our properties. We may, however, anticipate or make up these expenditures or appropriations within the five years that immediately follow or precede a particular year. Indenture, Section 38; Second Supplemental, Section 15 Improvement or Sinking Fund. There is no sinking or improvement fund requirement. Security. The indenture secures all bonds issued under the indenture equally and ratably, without preference, priority or distinction. We may issue additional first mortgage bonds in the future, and those first mortgage bonds wil also be secured by the indenture. In the opinion of 5 our general counsel, the lien of the indenture constitutes a first mortgage on all the properties that we own, except as discussed below, subject only to liens for taxes and assessments that are not delinquent and minor excepted encumbrances. Certin of our properties are subject to easements, leases, contracts, covenants, compensation awards and similar encumbrances and minor defects and clouds common to properties. In the opinion of our general counsel, none of these interferes with our operations. The indenture does not create a lien on the following excepted propert: . revenues or profits, or notes or accounts receivable, contracts or choses in action, except as penuitted by law durng a completed default . securities or cash, except when pledged or . merchandise or equipment manufactued or acquired for resale. The indenture creates a lien on our interest in propert that we subsequently acquire other than excepted propert, subject to limitations in the case of consolidation, merger or sale of substantially all our assets. Indenture, Section 87 We have covenanted to execute and deliver instruments that are necessar to carr out the puroses of the indenture and to create a lien on after-acquired propert that the indentue covers. Granting Clauses The indenture does not contain any covenants or other provisions to provide holders of the first mortgage bonds special protection in the event of a highly leveraged transaction. Issuance of Additional Bonds. The indenture limits the aggregate principal amount of bonds at anyone time outstanding to $1.5 billon. We may amend the indenture and increase this amount without consent of the holders of first mortgage bonds. Indenture, Sections 22 and 121,. Forty-second Supplemental, Article I The indenture contains some restrctions on increasing the amount of prior lien bonds. Indenture, Section 46 We may issue additional bonds that ran equally with the bonds in principal amount equal to: . 60% of the cost or fair value, whichever is less, of propert additions made after December 31, 1943, less the amount of prior lien bonds thereon Indenture, Article V, Second Supplemental, Sections 10 and 13 . the principal amount of first mortgage bonds or prior lien bonds referred to above, retired or then to be retired Indenture, Articles V and VI or . the amount of cash that we deposit with the corporate trstee for the purpose, which we may withdraw on the same basis as bonds may be issued Indenture, Article VII. We may not issue bonds as provided above, with certain exceptions, unless we meet a net earnings requirement. Generally, the indenture requires that our net earnings must be at least twice the annual interest requirements on all outstanding debt of equal or prior rank, including 6 the bonds that we propose to issue. Under certain circumstances, the net earnings test does not apply, including the issuance of refunding bonds to retire outstanding bonds which mature in less than two years or which are of an equal or higher interest rate, or prior lien bonds. We calculate net earnings before deduction of: . propert retirement expenses, depreciation or depletion . interest expense on indebtedness . amortization of debt discount and expense and . any taxes measured by or dependent on net income. We may include only a limited amount of revenue from propert not subject to the lien of the indenture in net earnings. Indenture, Sections 7, 27 and Article VI Propert additions consist of electrc or gas propert, or propert used in connection therewith. Propert additions exclude securities, contracts or choses in action, merchandise and equipment for consumption or resale, materials and supplies, propert used pricipally for production or gathering of natural gas, or any power sites and uncompleted works under Idaho state permits. In determining net propert additions, we deduct all retired funded propert from gross property additions except to the extent of certain credits with respect to released fuded propert. Indenture, Section 4 The indenture restrcts issuance of bonds and takng other credits under the indentue based on propert additions subject to prior liens to no more than 15% of all bonds outstanding. However, the prior liens must not exceed 50% of the cost or fair value, whichever is less, of these propert additions. Indenture, Section 26 As of September 30,2007, we could issue under the indentue approximately $737 milion of additional first mortgage bonds based on unfunded propert additions and $452 milion of additional first mortgage bonds based on retired first mortgage bonds. We estimate that at September 30, 2007, unfunded propert additions were approximately $1.228 bilion. Release of Properties. Generally, we may release propert from the lien of the indenture by doing the following: . depositing cash with the corporate trstee . substituting property additions or . waiving our right to issue additional bonds on the basis of retired bond credits, without application of the net earnings test. 7 Indenture, Section 59 Actions Without Trustees' Release or Consent. Unless we are in default in the payment of interest on any outstanding bonds or one or more of the completed defaults described under the caption "Events of Default" below have occurred and are continuing, we may, without the trustees' release or consent, and without providing a report to the trustees or depositing with them the consideration we receive: . sell or otherwise dispose of any machinery, equipment, tools, implements or other propert, which has become old, inadequate, obsolete, worn out, unfit or unadapted for use in our operations, after we replace that propert with other propert which has at least equal value and is subject to no additional liens · cancel or make changes or alterations in or substitutions of any contracts, leases or rights of way grnts or · surrender or assent to the modification of any right, power, franchise, license, governental consent or penuit under which we may be operating, if, in the opinion of our board of directors, stated in a resolution filed with the corporate trstee, the surrender or modification is desirable in the conduct of our business and does not impair the security of outstanding bonds. Indenture, Section 58 Amendment of the Indenture. Generally we may modify or amend the indenture with the consent of the holders of 60% in principal amount of all outstanding first mortgage bonds. However, when an amendment does not affect all series of first mortgage bonds, holders of 60% of the principal amount of all outstanding first mortgage bonds of each series affected must also consent to the amendment. Unless each bondholder consents, we cannot make the following modifications: . impair the right of any bondholder to receive payment on its bond when due or to sue for any overdue payment . create any lien equal or prior to the lien of the indenture . deprive any bondholder of a lien upon the mortgaged and pledged propert or . reduce the bondholder vote necessary to amend the indenture. Indenture, Sections 113, 121; Twenty-third Supplemental, Section 9; Thirty-sixth Supplemental, Section 9 Events of Default. The following are defaults, sometimes called completed defaults, under the indenture: 8 . failure to pay the principal of any bond when due and payable whether at maturity or otherwise . failure to pay interest on any bond for 60 days . failure to pay principal of or interest on any outstanding prior lien bond beyond the grace period, if any, in the prior lien bond . failure to observe a covenant not to, without the corporate trustee's wrtten approval, . go into voluntary bankptcy or insolvency, apply for or consent to the appointment of a receiver or trstee for us or our propert in any judicial proceedings or make any general assignment for the benefit of creditors or . suffer to be made and remain unvacated for a period of 90 days any order for the appointment of a receiver or trstee for us or our propert in any proceeding instituted by a creditor, or any final order appointing such a receiver or trstee in any other proceeding or any order adjudicating us to be bankpt or insolvent or . failure to perfonu other covenants, agreements or conditions contained in the indenture for 90 days after the corporate trstee gives us notice. Indenture, Section 65 Discharge. The indenture wil be cancelled and discharged when all indebtedness secured by the indenture is paid, including charges of the trustees. In addition, first mortgage bonds wil be considered paid and not to be outstanding for any purpose under the indenture when we have irrevocably deposited with the trstee . suffcient cash or . an amount of direct obligations of, or obligations guaranteed by, the United States governent or obligations which are collateralized by obligations of the United States governent which, in the opinion of an independent accountant and the opinion of our offcers, wil provide sufficient funds, without regard to reinvestment thereof, together with any deposited cash to pay when due the principal of, and premium, if any, and interest to the maturity date or redemption date of such first mortgage bonds, provided that in the case of redemption, proper notice shall have been given or appropriate arrangements have been made with the corporate trstee for the giving of notice. 9 Indenture, Section 106 and Twenty-seventh Supplemental Indenture, Section 10 Miscellaneous. The indenture provides that the corporate trstee, upon request of the holders of a majority in interest of the outstanding first mortgage bonds, if properly indemnified to its satisfaction, must take action to enforce the lien of the indentue. Indenture, Section 92; Sixth Supplemental, Article XXII We covenant in the indentue to deliver a certificate to the trstee annually, within 90 days after the close of the fiscal year, to show that we are in compliance with the terms of the indentue and that we have not defaulted under the indenture. Various supplemental indentures Concerning the Corporate Trustee. We and our affiliates may conduct banking transactions with the corporate trstee in the normal course of business. DESCRIPTION OF DEBT SECURITIES We wil issue the debt securties offered in this prospectus under our Debt Securties Indenture, dated as of August i, 2001. Deutsche Bank Trust Company Americas is the trstee under the indenture. We may amend and supplement this indenture and will supplement it by one or more supplemental indentures relating to these debt securties. This section briefly summarizes the material provisions of the debt securities indentue and uses some tenus that are not defined in this prospectus but that are defined in the indentue. This summary is not complete. The indenture is on file with the Securties and Exchange Commission, and we incorporate it by reference in this prospectus. You should read the indenture for a complete understanding of its provisions and for the definition of some terms used in this summary. In the summary below, we include references to section numbers of the indenture so that you can easily locate these provisions. The debt securities that we may issue under this indentue will be unsecured. The indenture does not limit the amount of debt securities that we may issue; it does not restrct the amount or tye of other debt that we may issue or contain any other provisions that would afford holders of the debt securities protection in the event ofa highly leveraged transaction. We may use other indentues or documentation containing provisions different from those included in the indenture under which we are offering these debt securties in connection with future issues of debt securities. We may also offer our first mortgage bonds, which are secured indebtedness and which are described above under the caption "Description of First Mortgage Bonds." As of September 30, 2007, there were $1,091, i 00,000 in aggregate pricipal amount of our first mortgage bonds outstanding. The debt securities that we are offering in this prospectus wil rank equal in right of payment to our other unsecured indebtedness that is outstanding now or that we may issue in the future, except for any indebtedness that, by its terms, is subordinate to these debt securities. We wil issue debt securities in series. Each series of debt securities may have different terms and, in some cases, debt securties of the same series may have different terms. The prospectus supplement relating to a particular series of debt securities wil contain the following information about those debt securities: 10 . the title of the series . any limit on the aggregate principal amount of the series . the date or dates on which we wil issue the debt securities of that series and on which we wil pay the principal amount and any premium . the rate or rates at which the debt securities of that series wil bear interest, or how we wil determine the rate or rates . the date or dates from which interest wil accrue . the dates on which we wil pay interest on the debt securities of that series and the regular record dates for the interest payment dates . the place or places where we will pay the principal of, premium, if any, and interest, if different from those we describe in this prospectus . any redemption terms, including mandatory redemption through a sinking fund or otherwise, redemption at our option and redemption at the option of the holder . the denominations in which we will issue the debt securities of that series, if other than denominations of $ i ,000 and any integral multiple of $1 ,000 . the provisions for the satisfaction and discharge of the indenture if different from those we describe in this prospectus and . any other terms of the debt securities of the series. Form and Exchange. Unless we state otherwise in the prospectus supplement: . we wil issue the debt securities in fully registered fonu without coupons . a holder of debt securities may exchange debt securities, without charge, for an equal aggregate principal amount of debt securities of the same series, having the same issue date and with identical terms and provisions and . a holder of debt securities may transfer debt securities, without charge, other than applicable stamp taxes or other governental charges. Indenture, Sections 3.1, 3.2 and 3.6 Unless we state otherwise in the prospectus supplement, the transfer of debt securities may be registered and exchanged at the corporate trust office of the trstee, in New York, New York, as security registrar. We may change the place for registration of transfer and exchange. We may designate one or more additional places for registration and exchange, all at our discretion. 11 We are not required to execute or to provide for the registrtion of trnsfer or exchange of any debt security . during a period of 15 days prior to giving any notice of redemption with respect to that debt security or .that has been selected for redemption in whole or in par, except the unedeemed portion of any debt securty being redeemed in part. ~ Indenture, Sections 3.6 and 4.2 See "Book-Entry System" for a description of additional requirements as to the form and method of exchange of debt securities. We wil describe any additional requirements as to the form and method of exchange of debt securties in the prospectus supplement. Indenture, Section 3.1 Payment of Interest. Unless we state otherwise in the prospectus supplement, we wil pay interest on each debt security to the person in whose name the debt securty is registered as of the close of business on the regular record date for that interest payment date. If we have defaulted in the payment of interest on any debt security, we may pay the defaulted interest to the holder of the debt security as of the close of business on a special record date that is not less than 10 days prior to the date we propose to pay the defaulted interest. Notice of the special record date wil be given by mail at least 15 days before the special record date. We may also pay defaulted interest in any other lawful manner permitted by requirements of any securties exchange on which the debt security may be listed, if the trstee deems that manner of payment practicable. Indenture, Section 3.8 Unless we state otherwise in the prospectus supplement, we wil pay the principal of and premium, if any, and interest at matuty at the corporate trst offce of the trstee, in New York, New York, as our paying agent. We may change the place of payment. We may appoint one or more additional paying agents and may remove any paying agent, all at our discretion. Indenture, Section 4.2 Redemption. We wil describe any terms for the optional or mandatory redemption of a particular series of debt securities in the prospectus supplement. Unless we state in the prospectus supplement that the debt securities of that series are redeemable at the option of a holder, debt securities will be redeemable only at our option. In order to exercise our right to redeem any debt security, we must give the holder notice by mail at least 30 days prior to the date fixed for redemption. If we want to redeem fewer than all the debt securities of a series, the trustee will choose the particular debt securities to be redeemed by a method of random selection, substantially pro rata, that the trstee believes is fair and appropriate and which complies with the requirements of the principal national securities exchange, if any, on which the debt securities of that series are listed. If the debt securities to be redeemed have different terms and different maturities, we may select the particular debt securities to be redeemed. J Unless we state otherwise in the prospectus supplement, if we are redeeming the debt securities at our option, the redemption wil be conditional upon the paying agent or agents 12 receiving from us, on or prior to the date fixed for redemption, enough money to redeem all of the debt securities called for redemption, including accrued interest, if any. If sufficient money has not been received, the notice wil not be effective and we wil not be required to redeem the debt securities. Indenture, Section 14.2 ~ Consolidation, Merger or Sale. The indenture provides that we wil not consolidate with, merge with or into any other person, whether or not we are the surivor, or sell, assign, transfer or lease all or substantially all of our properties and assets as an entirety or substantially as an entirety to any person or group of affiliated persons, in one transaction or a series of related transactions, unless: · the successor person, if we are not the survivor, is a person organized under the laws of the United States or any state thereof or the Distrct of Columbia and expressly assumes in wrting all of our obligations under the outstanding debt securities and the indenture . immediately before and after giving effect to the transaction or series of transactions, no event of default, and no default, shall have occurred and be continuing and . we deliver to the trstee an officer's certificate and an opinion of counsel stating that the transaction and the supplemental indentue comply with the indentue. Indenture, Article Eleven Events of Default. The following are events of default with respect to any series of debt securities: . failure to pay the principal of, or premium, if any, on, any debt security of that series when due and payable at matuty, and upon redemption, and the time for payment has not been extended or deferred, but excluding any failure by us to deposit money in connection with any redemption that is at our option . failure to pay interest on any debt security of that series when due and our failure continues for 30 days, and the time for payment has not been extended or deferred .failure to make a sinking fund payment when due with respect to debt securities of that series, .faì1ure to observe or perform any other covenant, warranty or agreement contained in the debt securities of that series or in the indenture, other than a covenant, agreement or warranty included in the indentue that is specifically dealt with in another event of default, and our failure continues for 60 days after the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have given us written notice .. 13 . a cour enters a decree or order for relief that remains unstayed and in effect for 60 consecutive days in respect of us in an involuntar case under any applicable bankptcy, insolvency or similar law .appointing a receiver, liquidator, assignee, custodian, trstee, sequestrtor or similar offcial for us or for any substantial part of our propert or l · ordering the winding up or liquidation of our affairs .we commence a voluntary case under any applicable bankptcy, insolvency or similar law J . we consent to the entr of an order for relief in an involuntary case under any applicable bankptcy, insolvency or similar law · we consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trstee, sequestrtor or similar offcial for us or for any substantial part of our propert . we make any general assignent for the benefit of creditors and · any other event of default with respect to debt securties of that series specified in the applicable prospectus supplement. Indenture, Section 6. I An event of default with respect to the debt securities of any series does not necessarily constitute an event of default with respect to any other series of debt securties issued under the indentue. Unless we cure the default, the trstee is required to give notice of any default known to it within 90 days after the default has occurred; the term "default" includes any event which after notice or passage of time or both would be an event of default. Except in the case of a default in payment, the trstee is protected in withholding notice if and so long as the board of directors, the executive committee or directors or responsible offcers of the trstee in good faith determine that the withholding of notice is in the interest of the holders. Indenture, Section 6. I I If an event of default with respect to debt securities of any series, other than due to events of bankptcy, insolvency or reorganization, occurs and is continuing, the trstee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice in writing to us, and to the trstee if given by the holders, may declare the unpaid pricipal of and accrued interest to the date of acceleration on all the outstanding debt securities of that series to be due and payable immediately. The holders of a majority of the principal amount of the outstanding debt securities of that series, upon the conditions provided in the. indenture, may rescind an acceleration and its consequences with respect to that series. I If an event of default occurs due to bankptcy, insolvency or reorganization, all unpaid principal of and accrued interest on the outstanding debt securities of all series wil become 14 immediately due and payable without any declaration or other act on the part of the trstee or any holder. Indenture, Section 6.1 . The holders of a majority in principal amount of the outstanding debt securities of any series wil have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trstee, or exercising any trst or power conferred on the trstee, with respect to the debt securities of that series, subject to the right of the trustee to decline to follow instrctions that would be unlawful, expose the trstee to personal liability or be unduly prejudicial to the interests of holders who do not join in the direction. Indenture, Section 6.9 ~ Subject to the provisions of the indentue relating to the duties of the trstee, if an event of default shall occur and be continuing, the trstee wil be under no obligation to exercise any of its rights or powers under the indentue at the request or direction of any of the holders, unless the holders have offered to the trustee reasonable indemnity. Indenture, Section 7.2 The indenture provides that we must periodically fie statements with the trstee regarding compliance by us with all conditions and covenants contained in the indenture. Indenture, Section 4.6 Modifcation of Indenture. We may modify the indenture, without notice to or the consent of any holders of debt securities, with respect to certain matters, including: . to add one or more covenants or other provisions for the benefit of holders of debt securities of one or more series or to surender any of our rights or powers and . to cure any ambiguity, defect or inconsistency or to correct or supplement any provision which may be inconsistent with any other provision of the indenture. Indenture, Section 10.1 In addition, we may modify certain of our rights and obligations and the rights of holders of the debt securities with the consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities affected by the modification. Indenture, Section 10.2 No amendment or modification may, without the consent of each holder of any outstanding debt security affected: .change the stated maturity of any debt securitya . reduce the principal amount of, or the rate of interest on, or the amount of any premium on, or extend the time for payment or change the method of calculating interest on, any debt security, or reduce the amount of principal of an original issue discount security that would be due and payable upon acceleration of maturity . impair the right to institute suit for the enforcement of any payment with respect to any debt security 15 . reduce the percentage in principal amount of outstanding debt securities of any series necessary to modify or amend the indentue, or to waive compliance with certain provisions of the indenture or defaults or events of default and their consequences or .subordinate any debt securties to any other of our indebtedness." Indenture, Section 10.2 Waiver. The holders of not less than a majority in aggregate principal amount of the outstanding debt securties of any series may waive any default or event of default with respect to that series, except payment and bankptcy defaults. Indenture, Section 6.10 j Defeasance. Unless we state otherwise in the prospectus supplement relating to the debt securties of a particular series, the indentue provides that we shall be discharged from our obligations under the indenture with respect to any series of debt securities at any time prior to the maturity date or redemption of that series when we meet certain requirements specified in the indentue, including . when we have irrevocably deposited with the trstee, in trst, . suffcient funds to pay the principal of and premium, if any, and interest to the maturity date or redemption on, the debt securties of that series or . an amount of direct obligations of, or obligations guaranteed by, the United States governent as wil be suffcient, without consideration of any reinvestment of any accrued income on those obligations, to pay when due the principal of and premium, if any, and interest to the maturity date or redemption on, the debt securties of that series and . when we have paid all other sums payable with respect to the debt securties of that series. Upon the discharge of the indenture with respect to a particular series, the holders of debt securities of that series shall no longer be entitled to the benefits of the indentue, except for purposes of registration of transfer, exchange and replacement of lost, stolen or mutilated debt securities. Indenture, Sections 12.1 and 12.2 ..Concerning the Trustee. We and our affliates may conduct baning transactions with the trstee in the normal course of business. 16 BOOK-ENTRY SYSTEM We may issue all or some of the first mortgage bonds and debt securities in book-entr form, which means that global notes, not certificates, wil represent the securities. If we issue global notes representing any securties, the following provisions wil apply to all book-entr notes:~ The Depository Trust Company, New York, NY, which we refer to as "DTC", wil act as securities depository for the notes. DTC, the world's largest depository, is a limited-purpose trst company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 2.2 milion issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instrments from over i 00 countres that DTC's direct participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entr transfers and pledges between direct participants' accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securties brokers and dealers, banks, trst companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC, in tum, is owned by a number of direct participants ofDTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation, also subsidiaries of DTCC, as well as by the "New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trst companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. DTC has Standard & Poor's highest rating: AA. The DTC Rules applicable to its participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and \vww.dtc.org. " We wil issue the notes as fully-registered securities registered in the name of Cede & Co. or such other name as an authorized representative of DTC may request. We wil issue one fully- registered securty for each issue of the notes, each in the aggregate principal amount of the issue, and we wil deposit the certificate with the corporate trustee to hold as agent for DTC. We and the trustee wil treat Cede & Co. as the absolute owner of the notes for all purposes. Only direct participants may make purchases of notes under DTC's system. Upon a participant's purchase, DTC wil enter a credit for the notes in its records under such participant's account. The ownership interest of each actual purchaser, the beneficial owner, is in tum recorded on the participant's records. Beneficial owners wil not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participant through which the beneficial owner entered into the transaction. 17 Each participant wil record transfers of ownership interests in the notes by making an entr on the participant's books. Beneficial owners wil not receive certificates representing their ownership interests in the notes, except in the event that use of the book-entry system for the notes is discontinued. To facilitate subsequent transfers, all notes deposited with DTC are registered in the name ofDTC's partership nominee, Cede & Co., or such other name as an authorized representative of DTC may request. The deposit of notes with DTC and their registration in the name of Cede & Co. or such other nominee effect no change in beneficial ownership. DTC has no knowledge ofthe actual beneficial owners of the notes. DTC's records reflect only the identity of the direct participants to whose accounts the notes are credited, which mayor may not be the beneficial owners. The participants remain responsible for keeping account of their holdings on behalf of their customers. . .. Conveyance of notices and other communications by DTC to direct participants, by direct paricipants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrngements among them, subject to any statutory or regulatory requirements that may be in effect from time to time. We wil send redemption notices to DTC. If we are redeeming less than all of the notes, DTC's practice is to determine by lot the amount of the interest of each direct participant in the issue to be redeemed. Neither DTC nor Cede & Co., or such other DTC nominee, wil consent or vote with respect to the notes unless authorized by a direct participant in accordance with DTC's procedures. Under its usual procedures, DTC wil mail an omnibus proxy as soon as possible after the record date. The omnibus proxy assign Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date, identified in a listing attached to the omnibus proxy. The paying agent wil make principal and interest payments on the notes to Cede & Co., or such other nominee as an authorized representative of DTC may request. DTC' s practice is to credit direct participants' accounts upon DTC' s receipt of funds and corresponding detailed information from us or our agent on the payable date in accordance with their respective holdings shown on DTC's records. Payments by participants to beneficial owners wil be governed by standing instructions and customary practices as is the case with securities held for the accounts of customers in bearer form or registered in street name. Payment by paricipants to beneficial owners is the responsibility of the participants and not DTC, any agents or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of principal and interest to Cede & Co. is our responsibility or the responsibility of our paying agents. Disbursement of these payments to direct participants is the responsibility of DTC, and disbursement of these payments to the beneficial owners is the responsibility of participants. li .. DTC may discontinue providing its services as securities depository with respect to the notes at any time by giving reasonable notice to us or to our agent. In the event that this occurs and a successor securities depositary is not appointed, we wil print and deliver certificated notes in exchange for the notes represented by the global securties held by DTC. 18 We may decide to discontinue use of the system of book-en try-only transfers through DTC, or a successor securities depositary. In that event, we wil print and deliver certificated notes in exchange for the notes represented by the global securities held by DTC. . Neither we, the trstee, any paying agent, nor the registrar for the notes wil have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global security or for maintaining, supervising or reviewing any records relating to these beneficial ownership interests. We obtained the information in this section concerning DTC and DTC's book-entr system from sources that we believe to be reliable. We take no responsibility for the accuracy thereof. USE OF PROCEEDS Unless we state otherwise in the prospectus supplement, we wil add the net proceeds from the sale of the securties to our general funds. We may use our general funds for any of the following puroses: . to acquire propert . to constrct additional electrc facilities . to improve or maintain our service . to redeem or purchase outstanding first mortgage bonds and debt securities and . to repay short-term borrowings. If we do not use the proceeds immediately, we may temporarily invest them in short-term instrments. PLAN OF DISTRIBUTION We may sell the securities offered by this prospectus: . through underwriters or dealers ...through agents or . directly to a limited number of purchasers or to a single purchaser. Through Underwriters or Dealers. If we use underwriters in the sale, the underwriters wil buy the securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of the sale. The underwriters may sell the securities directly or through underwriting syndicates that managing underwriters represent. Unless we state otherwise in the prospectus supplement, the obligations of the underwriters to purchase the 19 securities wil be subject to certain conditions, and the underwters wil be obligated to purchase all of the securities if they purchase any of them. If we use a dealer in the sale, we wil sell those securities to the dealer as principaL. The dealer may then resell the securities to the public at varying prices determined at the time of resale... Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.i, Through Agents. We may from time to time designate one or more agents to sell the securities. Unless we state otherwise in the prospectus supplement, any agent wil agree to use its best efforts to solicit purchases for the period of its appointment. Directly. We may sell the securities directly to one or more purchasers. In this case, there wil be no underwriters or agents. General Information. The prospectus supplement wil state: . the names of any underwriters, dealers or agents . the terms of the securties offered . the purchase price of the securties and the proceeds we wil receive from the sale . any initial public offering price . any underwriting discounts and other items constituting underwters' compensation and . any discounts or concessions allowed or reallowed or paid to dealers. We may authorize agents, underwriters or dealers to solicit offers from certain institutions. We may sell the securties to these institutions for delayed delivery at a specified date in the future. At that time, they wil pay the public offering price on the terms we describe in the prospectus supplement. .1 We may agree to indemnify underwriters, dealers and agents against certain civil liabilities, including liabilities under the Securities Act of 1933. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The Securities and Exchange Commission allows us to incorporate by reference information into this prospectus, which means that we can disclose important information to you by referring you to other documents fied separately with the Securties and Exchange Commission. The infonuation incorporated by reference is considered to be part of this 20 prospectus. We incorporate by reference the following documents that we fied with the Securties and Exchange Commission (SEC fie number I ~3198): .Annual Report on Form 10- K for the year ended December 31, 2006 filed on March I, 2007, as amended by amendment no. I on Form 1 0- KIA, fied on March 1,2007, and by amendment no. 2 on Form lO-K/A, filed on March 26,2007.. . Quarterly Reports on Form lO-Q for the quarters ended March 31,2007, June 30, 2007 and September 30,2007, filed on May 9,2007, August 8, 2007 and October 31,2007, respectively. . Curent Reports on Form 8-K fied on March 20, 2007, May 1,2007, May 18, 2007, June 4, 2007, June 11,2007, June 21, 2007, August 27,2007, September 26,2007, October 16,2007 and November 19,2007. We also incorporate by reference all documents we subsequently fie pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and before we terminate the offering. We are not incorporating by reference any documents or portions of documents that are not deemed "fied" with the Securities and Exchange Commission, including any information furnished pursuant to Items 2.02 and 7.01 of Form 8-K. Any statement contained in a document incorporated or deemed to be incorporated by reference in or deemed to be part of the prospectus shall be deemed to be modified or superseded for purposes of the prospectus to the extent that a statement contained in any other subsequently fied document which also is or is deemed to be incorporated by reference or deemed to be par of the prospectus modifies or replaces such statement. Any statement contained in a document that is deemed to be incororated by reference or deemed to be part of the prospectus after the most recent effective date may modify or replace existing statements contained in the prospectus. Any such statement so modified shall not be deemed in its unmodified form to constitute a part of the prospectus for purposes of the Securities Act of 1933. Any statement so superseded shall not be deemed to constitute a par of the prospectus for puroses of the Securities Act of 1933. We wil provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may obtain a copy of any of this information at no cost, by written or oral request to us at the following address: .Shareowner Services Idaho Power Company 1221 W. Idaho Street Boise, ID 83702 Telephone 208-388-2200 21 WHERE YOU CAN FIND MORE INFORMATION We fie annual, quarterly and current reports and other information with the Securities and Exchange Commission. The public may read and copy any materials we file with the Securities and Exchange Commission at the Securities and Exchange Commission's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by callng the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that fie electronically with the Securties and Exchange Commission. The address of that site is htt://ww.sec.gov. Information about us is also available at our website at htt://ww.idacorpinc.com. However, the information on our website is not a par of this prospectus. . LEGAL MATTERS Thomas R. Saldin, our Senior Vice President and General Counsel, and Dewey & LeBoeuf LLP, New York, New York, wil pass upon the validity of the securties and other legal matters for us. Sullvan & Cromwell LLP, New York, New York, wil pass upon the validity of the securties for any underwter, dealer or agent. Dewey & LeBoeuf LLP and Sullvan & Cromwell LLP may, for matters governed by the laws ofIdaho, rely upon the opinion of Mr. Saldin. EXPERTS The consolidated financial statements, the related financial statement schedules, and management's report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference from our Anual Report on Form 10- K for the year ended December 31,2006, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which report on the financial statements and related financial statement schedules expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 158, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. With respect to the unaudited interim financial infonnation for the periods ended March 31, 2007 and 2006, June 30, 2007 and 2006 and September 30, 2007 and 2006, which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their reports included in our Quarterly Reports on Form lO-Q for the quarters ended March 31,2007, June 30, 2007 and September 30,2007 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securties Act of 1933 for their . 22 reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 ofthe Securities Act of 1933. l Thomas R. Saldin, our Senior Vice President and General Counsel, has reviewed the statements under "Description of First Mortgage Bonds" relating to the lien of the indenture and the statements as to matters oflaw and legal conclusions in the documents incorporated by reference. We make these statements in reliance upon his opinion and authority as an expert. " .. r 23 '\ .. (This page has been left blank intentionally.) .. i .A.c.' $350,000,000 "Ii IDAHO POWER COMPANY First Mortgage Bonds Secured Medium-Term Notes, Series H PROSPECTUS SUPPLEMENT April 3, 2008 Bane of America Securities LLC BNY Capital Markets, Inc. JPMorgan KeyBanc Capital Markets Lazard Capital Markets Piper J affray RBC Capital Markets Sun Trust Robinson Humphrey Wachovia Securities Wedbush Morgan Securities Inc. Wells Fargo Securities '4 .~ . AS FILED WITH THE SECURITIES AND EXCHAGE COMMISSION ON DECEMBER 4, 2007 Registration No. 333-147807 UNITED STATES SECURITIES AN EXCHAGE COMMSSION Washington, D.C. 20549 FORMS-3 REGISTRATION STATEMENT UNER THE SECURTIES ACT OF 1933 IDAHO POWER COMPAN C.--~. (Eact name of registrt as specified in its char) 82-0130980 (I.R.S. Employer Identification Number) ~ Sê~ ~1-;?~ (J)'Õ' 0-t"'b"-",;: ~91~'---:.,.ø"~'ø-() Idaho (State or other jursdiction of incorporation or organzation)-(J --~1221 West Idaho Street Boise, Idaho 83702-5627 (208) 388-2200 (Addess, including zip code, and telephone number, includng area code, ofregistrts prncipal executive offces) :r.' (..;1'\ J. LaMont Keen President and Chief Executive Offcer Idao Power Company 1221 West Idaho Street Boise, Idao 83702-5627 (208) 388-2200 Thomas R. Saldin, Esq: Senior Vice Prsident and Generl Counel Idaho Power Company 1221 West Idao Street Boise, Idaho 83702-5627 (208) 388-2200 Darrel T. Anderson Senior Vice President - Admstrtive Serces and Chief Financial Offcer Idao Power Company 1221 WestIdao Street Boise, Idao 83702-5627 (208) 388-2200 (Names, addesses, including zip codes, and telephone numbers, including area codes, of agents for servce) Copies to: Eliabeth W. Powers, Esq. Dewey & LeBoeufLLP 125 West 55th Street New York, New York 10019 (212) 424-800 Approximate date of commencement of proposed sale to the public: From time to tie after the effective date of ths registration statement. If the only securties being registered on this Form are being offered puruat to dividend or interest reinvestment plans, pleae check the following box. 0 If any of the securties being regitered on ths Form are to be offerd on a delayed or contiuous basis pusuat to Rule 415 unde the Secuties Act of 1933, other than securties offered only in connection with dividend or interest reinvestment pls, check the followig box. 18 If tlis Form is fied to register adtional securties for an offenng puruat to Rule 462~) under the Secuties Act, pleae check the followig box and list the Securties Act registtion statement number of the earlier effective registrtion statement for the same offenng. 0 If this Form is a post~effective amendment filed pursuat to Rule 462(c) under the Securties Act, check the followig box and list the Secties Act registration staement nurber of the earlier effective registrtion statement for the same offerg. 0 . If this Form is a registrtion statement puruat to Gener Instrtion 1.D. or a post-effective amendment thereto that shall become effective upon filing with the Commssion puruant to Rule 462( e) under the Securties Act, check the following box. 0 If ths FoÌm is a post-effective amendment to a registrtion statement filed puruat to General Instrction 1.D. filed to register adtional securties or additional classes of secuties puruat to Rule 413(b) under the Securties Act, check the following box. 0 CALCULATION OF REGISTRTION FEE Title of each class of secuties to be registeed (1) Prosedmaimum offerg price per unt (3) Propsed maimum agggate offerig price (2) (3) Amount of registrtion fee (3)Amount to be regitere (1) (2) Firt Mortgage Bonds.............................................. Debt Securties ..........:............................................. Tota......................................................................$350,000 000 10010 $350,000,000 $10,745 (1) Such indetermate amount of fit mortgage bonds and debt secuties of Idao Power Company as may from time to tie be issued at ineterate prce. (2) Such amount as shal result in an aggrgàte intial offerg prce for all secties of$350,000,ooO. . .(3) . Estiated solely for the purose of calcultig the registrtion fee puruat 10 Rule 457(0) under the Secties Act of 1933, as amende Accordngly, the table doe not specif by eah class inormtion as to the amount 10 be registe or the proposed maum offerg prce per unt. The registrant hereby amends this regration statement on snch date or dates as may be necessary to delay its effectve date unti the regtrt shall me a furter amendment which spefically states that thi regstration sttement shal thereafter become effective in accordce with Secton 8( a) of the Securities Act of 1933 or unti th regstrtion sttement shal become effectve on such date as the Commission, acting pursuant to said Secon 8(a), may determie. ( IPC-E-07-19 SEE FILE FOR THE REMAINDER OF SEC FORMS-3