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Home My WebLink About20100525Form S-3 Registration Statement.pdfHIE~PC.inio K"'1 2S ~t"t:' 5 idM~\ŠSiON An IOACRP Company Patrick A. Harrington Corporate Secretary VIA UPS May 24,2010 Ms. Jean D. Jewell Secreta Idaho Public Utilities Commission Statehouse Boise, Idaho 83720 Re: In the Matter of the Application of Idaho Power Company for an Order Authorizing the Issuance and Sale of up to $500,000,000 of Applicant's First Mortgage Bonds and Debt Securities Case No. IPC-E-lO - 10 Dear Ms. Jewell: Enclosed herewith for filing with the Commission as Attchment I to the above referenced application are five (5) copies of Idaho Power Company's Form S-3 Registration Statement as filed with the Securities and Exchange Commission. If you have any questions regarding this application, please contact me at 388-2878. dJ~re1Y, ~ ()tl/!/!J~9ÆPatrck A. H~ c: Terri Carlock (00026943.DOC; 1)P.O. Box 70 Boise,ID 83707 Telephone (208) 388-2878, Fax (208) 388-6936 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2010 Registration No. 333-166774 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ~~~:,~ ~.:.. ~Cì,~ ",¿;- ~..t" -;~..(f~cPO FORMS-3 REGISTRTION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDAHO POWER COMPANY Idaho (State or other junsdiction of incorporation or organization) (Exact name of registrnt as specified in its charter) 82-0130980 (I.R.S. Employer Identification Number)~ 1221 West Idaho Street Boise, Idaho 83702-5627 (208) 388-2200 (Address, including zip code, and telephone number, including area code, ofregistrants principal executive offces) J. LaMont Keen President and Chief Executive Offcer Idaho Power Company 1221 West Idao Street Boise, Idaho 83702-5627 (208) 388-2200 Darrel T. Anderson Executive Vice President - Administrative Serices and Chief Financial Offcer Idaho Power Company 122 I Wèst Idao Street Boise, Idaho 83702-5627 (208) 388-2200 Rex Blackburn, Esq. Senior Vice President and General Counsel Idao Power Company 1221 West Idaho Street Boise, Idaho 83702-5627 (208) 388-2200 (Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for servce) Copies to: Elizabeth W. Powers, Esq. Dewey & LeBoeufLLP l301 Avenue of the Amercas New York, New York 10019 (212) 259-8000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only secunties being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. 0 If any of the secunties being registered on this Form are to be offered on a delayed or continuous basis puruant to Rule 415 under the Secunties Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. 1: Ifthis Form is fied to register additional securities for an offerng pursuat to Rule 462(b) under the Secunties Act, please check the following box and list the Securities Act registration statement number of the earlier effective registrtion statement for the same offering. 0 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Secunties Act, check the following box and list the Secunties Act registration statement number of the earlier effective registration statement for the same offering. 0 If this Form is a registrtion statement pursuant to General Instrction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission puruant to Rule 462(e) under the Secunties Act, check the following box. 0 If this Form is a post-effective amendment to a registration statement filed pursuant to General Instrction I.D. filed to register additional securities or additional classes of secunties pursuant to Rule 413(b) under the Securities Act, check the following box. 0 Indicate by check mark whèther the registrnt is a large accelerated fier, an accelerated fier, a non-accelerated fier, or a smaller reportng company. Large accelerated filer 0 Accelerated filer 0 Non-accelerated filer 1: Smaller reporting company 0 Title of each class of securities to be registered Amount to be Proposed Proposed maimum Amount of (I)registered (i) (2)maximum offerng aggegate offering price registration fee (3)price per unt (3)(2) (3) First Mortgage Bonds.............................................. Debt Securties ........................................................ Total......................................................................$500,000 000 100%$500000000 $35650 CALCULATION OF REGISTRATION FEE (i) Such indeternate amount offirt mortgage bonds and debt securities ofIdaho Power Company as may from time to time be issued at indeterinte prces. (2) Such amount as shall result in an aggregate initial offering price for all securties of $500,000,000. (3) Estimted solely for the purose of calculating the registrtion fee purant to Rule 457(0) under the Securities Act of i 933, as amended. Accordingly, the table does not specify by each class informtion as to the amount to be registered or the proposed maximum offering price per unt. The regstrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date unti the regtrant shaD fie a further amendment which specificaDy states that this registration statement shall thereafter become effective in accrdance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determineó oöJ .. æ 0.. i: u .~ ~ .2"0 .'"æ~'" .. :~~ o 0 J. oSQ) .~.. 0- .. oS ~.- 0~ '¡ "0 -o '"- ;.ti i:- '"i: i: Š .;;E .~S 'E'" ;:i:oo 0.~ ~ "". CI.i ~01 -~ ~o ..£0- -... '" ~~'" 0 ~,8 ~ '§ gfCo .-.. ~ '13 CI :.'" 0o '"-5 .. :: go '"00 ._Õ .':i: "0 ~ æ 8 ~~ 'J:~ '§ "Ö ~o '"01 0 æ ~.. ..u ::0-.. ~ ~B8 .."0 ~ æ 0 E -~0_- 0 S- ;0'-U U'J Õ .ai: .~ .~ .~'" 0.a ..u i: g, :Ê 8 E-i:ci '" .:: :. .~_ 0,5 ~ i: 0o '".~ ._~ i:.s: 'i: '" "0t8 .~ ~i: 8.-';: 8 e.i 0 0¡- U i: Subject to Completion, Dated May 12,2010 PROSPECTUS $500,000,000 IDAHO POWER COMPANY First Mortgage Bonds Debt Securties We may offer from time to time, in one or more series: . our first mortgage bonds and . our unsecured debt securties. We may offer these securties in any combination in one or more offerings up to a total amount of $500,000,000. This prospectus provides you with a general description of the securties we may offer. Each time we sell securties, we will 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. Before you invest, you should carefully read this prospectus and any supplements, as well as the information that we incorporate by reference in this prospectus. We may offer these securties directly or through underwiters, 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 underwting arrangements. Our principal executive offces 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 2 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. ,2010 RISK FACTORS Investing in our securties involves risks. You should carefully consider the risk factors described 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 as well as those included in any prospectus supplement hereto. Our subsequent fiings with the Securties and Exchange Commission may contain amended and updated discussions of significant risks. FORWARD-LOOKING STATEMENTS In addition to the historical information contained in this prospectus, this prospectus includes forward-looking statements. In connection with the safe harbor provisions of the Private Securties Litigation Reform Act of 1995, we are hereby filing cautionar 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 pedormance 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 diffcult to predict, contain uncertainties, are beyond our control and may cause actual results to differ materially from those contained in forward-looking statements: · the effect of regulatory decisions by the Idaho Public Utilities Commission, the Oregon Public Utility Commission and the Federal Energy Regulatory Commission affecting our ability to recover costs and/or earn a reasonable rate of return including, but not limited to, the disallowance of costs that have been deferred; · changes in and compliance with state and federal laws, policies and regulations, including new interpretations by oversight bodies, which include the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, the Idaho Public Utilities Commission and the Oregon Public Utility Commission, of existing policies and regulations that affect the cost of compliance, investigations and audits, penalties and costs of remediation that mayor may not be recoverable 2 through rates; · changes in tax laws or related regulations or new interpretations of applicable law by the Internal Revenue Service or other taxing jurisdictions; · 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 laws, regulations and policies including changes in law and compliance with environmental, natual resources and endangered species laws, regulations and policies and the adoption of laws and regulations addressing greenhouse gas emissions, global climate change, and energy policies; · global climate change and regional weather variations affecting customer demand and hydroelectrc generation; · over-appropriation of surace and groundwater in the Snake River Basin resulting in reduced generation at hydroelectric facilities; · construction of power generation, transmission and distribution facilities, including an inability to obtain required governental permits and approvals, rights-of-way and siting, and risks related to contracting, constrction and star- up; · operation of power generating facilities, including performance below expected levels, breakdown or failure of equipment, availability of electrcal transmission capacity and the availability of water, natual gas, coal, diesel and their associated delivery infrastructures; · changes in operating expenses and capital expenditures, including costs and availability of materials, fuel and commodities; · blackouts or other disruptions of our transmission system or the western interconnected transmission system; · population growth rates and other demographic patterns; · market prices and demand for energy, including strctual market changes; · increases in uncollectible customer receivables; . fluctuations in sources and uses of cash; · results of financing efforts, including the ability to obtain financing or refinance existing debt when necessary or on favorable terms, which can be affected by factors such as credit ratings, volatility in the financial markets and other economic conditions; · actions by credit rating agencies, including changes in rating criteria and new interpretations of existing criteria; · changes in interest rates or rates of inflation; · performance of the stock market, interest rates, credit spreads and other financial market conditions, as well as changes in governent regulations, which affect the amount and timing of required contributions to pension plans and the reported costs of providing pension and other postretirement benefits; · increases in health care costs and the resulting effect on medical benefits paid for employees; · increasing costs of insurance, changes in coverage terms and the ability to obtain Insurance; 3 · homeland security, acts of war or terrorism; · natual disasters and other natural risks, such as earthquake, flood, drought, lightning, wind and fire; · adoption of or changes in critical accounting policies or estimates; and · new accounting or Securities and Exchange Commission requirements, or new interpretation or application of existing requirements. Any forward-looking statement speaks 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 electrc 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 strcture and became the principal subsidiary ofIDACORP, Inc. IDACORP, Inc. owns all of our outstanding common stock. We are engaged in the generation, transmission, distribution, sale and purchase of electrc energy. Our service terrtory covers approximately 24,000 square miles in southern Idaho and eastern Oregon, with an estimated population of one milion. 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 25 counties in Idaho and three counties in Oregon. Weare the parent of Idaho Energy Resources Co., a joint venturer in Bridger Coal Company, which supplies coal to the Jim Bridger generating plant that we own in part. As of March 31, 2010, we supplied electric energy to approximately 490,000 general business customers. We own and operate 17 hydroelectric generation projects and two natual gas-fired plants and share ownership in three coal-fired generating plants. We rely heavily on hydroelectric 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 Twelve Months Ended December 31, Ratio of Earnings to Fixed Charges ........................................... Supplemental Ratio of Earnings to Fixed Charges(l) ..... ...... .... 2005 2.83x 2.78x 2006 3.l2x 3.06x 2007 2.56x 2.52x 2008 2.61x 2.57x 2009 3.04x 3.01x Three Months Ended March 31, 2010 1.98x 1.97x (I) Includes interest on the guaraty of the American Falls Reservoir District bonds and Milner Dam, Inc. notes. 4 DESCRIPTION OF FIRST MORTGAGE BONDS We wil issue the first mortgage bonds offered in this prospectus under our Indentue of Mortgage and Deed of Trust, dated as of October 1, 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 the indenture in the past and wil supplement it again by one or more supplemental indentures relating to these first mortgage bonds. This section briefly summarizes the material provisions of the indenture and supplemental indentues, which we refer to collectively as the indenture in this section, and uses some terms that are not defined in this prospectus but are defined in the indenture. This summary is not complete and we qualify it by reference to the indentue. The indentue is on fie with the Securities and Exchange Commission, and we incorporate it by reference in this prospectus. You should read the indentue for a complete understanding of its provisions and for the definitions of some terms used in this summary. In the sumary below, we include references to section numbers of the indenture so that you can easily locate those provisions. Issuance in Series. We issue bonds in series. Each series of bonds may have different terms. We wil include all of the following information 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 matue · the interest rate or rates for the bonds, or how we will determine 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 terms 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 5 · 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 terms and provisions and · a holder of bonds may transfer bonds, without charge, other than applicable stamp taxes or other governental charges. See "Book-Entry 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 wil 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 necessary 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 trstee, 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 reimbursement for later expenditues 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 indentue 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 expenditues or appropriations within the five years that immediately follow or precede a particular year. Indenture, Section 38; Second Supplemental, Section 15 6 Improvement or Sinking Fund. There is no sinking or improvement fund requirement. Twenty-seventh Supplemental, Section 14 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 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. Certain of our properties are subject to easements, leases, contracts, covenants, workmen's 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 indentue 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 permitted by law during a completed default · securities or cash, except when pledged or . merchandise or equipment manufactured or acquired for resale. The indentue 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 necessary to carr out the purposes of the indentue and to create a lien on after~acquired propert that the indenture covers. Granting Clauses The indentue 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 Additonal Bonds. The indentue limits the aggregate principal amount of bonds at anyone time outstanding to $2.0 bilion. We may amend the indenture and increase this amount without consent of the holders of first mortgage bonds. Indenture, Sections 22 and 121,. F orty-fifh Supplemental, Article I The indenture contains some restrictions on increasing the amount of prior lien bonds, which are bonds, obligations or principal indebtedness secured by any mortgage or other lien upon any propert additions prior to the lien of the indenture. Indenture, Sections 6 and 46 We may issue additional bonds that rank 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 Vand VI or 7 · the amount of cash that we deposit with the corporate trstee for the purose, 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 the bonds that we propose to issue. Under certain circumstances, the net earings test does not apply, including the issuance of refuding 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 indentue 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 securties, contracts or choses in action, merchandise and equipment for consumption or resale, materials and supplies, property used principally 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 propert additions except to the extent of certain credits with respect to released funded propert. Indenture, Section 4 The indentue restrcts issuance of bonds and taking other credits under the indenture 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, ofthese propert additions. Indenture, Section 26 As of March 31, 2010, we could issue under the indentue approximately $462 milion of additional first mortgage bonds based on unfunded propert additions and $612 milion of additional first mortgage bonds based on retired first mortgage bonds. We estimate that at March 31, 2010, unfunded propert additions were approximately $770 millon. 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 propert additions or 8 · waiving our right to issue additional bonds on the basis of retired bond credits, without application of the net earnings test. 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 occured and are continuing, we may, without the trstees' release or consent, and without providing a report to the trstees 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 grants or · surrender or assent to the modification of any right, power, franchise, license, governental consent or permit under which we may be operating, if, in the opinion of our board of directors, stated in a resolution fied 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 indentue 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 indentue. 9 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 indentue: · 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 trstee's written 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 assignent 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 trustee for us or our propert in any proceeding instituted by a creditor, or any final order appointing such a receiver or trustee in any other proceeding or any order adjudicating us to be bankpt or insolvent or · failure to perform other covenants, agreements or conditions contained in the indenture for 90 days after the corporate trstee gives us notice. Indenture, Section 65 Discharge. The indentue 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 purose under the indentue when we have irrevocably deposited with the trustee . suffcient cash or · an amount of direct obligations of, or obligations guaranteed by, the United States government 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 fuds, 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 matuty date or redemption date of such first mortgage bonds, provided that in the case of redemption, proper 10 notice shall have been given or appropriate arrangements have been made with the corporate trustee for the giving of notice. Indenture, Section 106 and Twenty-seventh Supplemental, 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 ofthe indentue. Indenture, Section 92; Sixth Supplemental, Article XXII We covenant in the indenture 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 indenture and that we have not defaulted under the indentue. Various supplemental indentures Concerning the Corporate Trustee. We and our affliates may conduct bankng transactions with the corporate trustee in the normal course of business. DESCRIPTION OF DEBT SECURITIES We wil issue the debt securities offered in this prospectus under our Debt Securties Indenture, dated as of August 1, 2001. Deutsche Bank Trust Company Americas is the trstee under the indentue. We may amend and supplement the indenture and wil supplement it by one or more supplemental indentues relating to these debt securities. This section briefly sumarizes the material provisions of the debt securities indenture and uses some terms that are not defined in this prospectus but are defined in the indenture. This summary is not complete and we qualify it by reference to the indentue. The indelltue is on file with the Securities 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. Other Indebtedness. The indenture does not limit the amount of debt securities that we may issue; it does not restrict 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 of a highly leveraged transaction. We may use other indentures or documentation containing provisions different from those included in the indentue under which we are offering these debt securities in connection with futue 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 March 31, 2010, there were $1,381,100,000 in aggregate principal amount of our first mortgage bonds outstanding. Security, Ranking and Subordination. The debt securities that we may issue under this indentue wil be unsecured. 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 futue, except for any indebtedness that, by its terms, is subordinate to these debt securities. 11 Issuance in Series. We wil issue debt securties in series. Each series of debt securities may have different terms and, in some cases, debt securities of the same series may have different terms. The prospectus supplement relating to a particular series of debt securties wil contain the following information about those debt securities: . 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 will 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 wil 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 wil issue the debt securities of that series, if other than denominations of $1 ,000 and any integral multiple of $1 ,000 · the provisions for the satisfaction and discharge of the indentue 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 form without coupons · a holder of debt securties may exchange debt securties, 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 securties, without charge, other than applicable stamp taxes or other governental charges. 12 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 trst office of the trstee, in New York, New York, as securty 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. Weare not required to execute or to provide for the registration of transfer or exchange of any debt securty · durng 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 part, except the unedeemed portion of any debt security being redeemed in part. Indenture, Sections 3.6 and 4.2 See "Book-Entr System" for a description of additional requirements as to the form and method of exchange of debt securties. We wil describe any additional requirements as to the form and method of exchange of debt securities 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 security 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 will 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 securities 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 matuity at the corporate trust 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 will 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 securties of that series are redeemable at the option of a holder, debt securities wil 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 trstee will choose the particular debt securities to be redeemed by a method of random 13 selection, substantially pro rata, that the trustee believes is fair and appropriate and which complies with the requirements of the principal national securities exchange, if any, on which the debt securties of that series are listed. If the debt securties to be redeemed have different terms and different maturities, we may select the particular debt securities to be redeemed. 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 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 suffcient money has not been received, the notice wil not be effective and we wil not be required to redeem the debt securties. 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 survivor, 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 affiiated persons, in one transaction or a series of related transactions, unless: · the successor person, if we are not the surivor, 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, by a supplemental indenture, 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 occured and be continuing and · we deliver to the trstee an offcer's certificate and an opinion of counsel stating that the transaction and the supplemental indenture 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 securty 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 securties of that series 14 · failure to observe or perform any other covenant, warranty or agreement contained in the debt securities of that series or in the indentue, 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 · a court enters a decree or order for relief that remains unstayed and in effect for 60 consecutive days in respect of us in an involuntary case under any applicable bankptcy, insolvency or similar law · appointing a receiver, liquidator, assignee, custodian, trstee, sequestrator or similar offcial for us or for any substantial part of our propert or · ordering the winding up or liquidation of our affairs · we commence a voluntary case under any applicable bankptcy, insolvency or similar law · 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, sequestrator or similar offcial for us or for any substantial part of our propert · we make any general assignment for the benefit of creditors and · any other event of default with respect to debt securities of that series specified in the applicable prospectus supplement. Indenture, Section 6.1 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 securities 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 occured; 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 a trust committee of directors or responsible officers of the trustee in good faith determine that the withholding of notice is in the interest of the holders. Indenture, Section 6.11 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 wrting to us, and to the trstee if given by the holders, may declare the unpaid principal of and accrued interest to the date of acceleration on all the outstanding debt securities of that 15 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 indentue, may rescind an acceleration and its consequences with respect to that series. 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 immediately due and payable without any declaration or other act on the par 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 trstee to decline to follow instrctions that would be unlawful, expose the trustee 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 indenture 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 indentue provides that we must periodically file statements with the trstee regarding compliance by us with all conditions and covenants contained in the indentue. 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 surrender 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 indentue. 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 ofthe 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 security · reduce the principal amount of, or the rate of interest on, or the amount of any premium on, or any amount payable on redemption of, or extend the time for payment or change the method of calculating interest on, any debt securty, or 16 reduce the amount of principal of an original issue discount securty 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 · 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 indentue 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 securities 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 Defeasance. Unless we state otherwise in the prospectus supplement relating to the debt securities of a particular series, the indenture provides that we shall be discharged from our obligations under the indenture with respect to any series of debt securties at any time prior to the matuty date or redemption of that series when we meet certain requirements specified in the indentue, including · when we have irrevocably deposited with the trustee, in trst, · suffcient funds to pay the principal of and premium, if any, and interest to the maturity date or redemption on, the debt securities of that series or · an amount of direct obligations of, or obligations guaranteed by, the United States governent as wil be sufficient, 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 matuity date or redemption on, the debt securities of that series and · when we have paid all other sums payable with respect to the debt securities 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 puroses 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 banking transactions with the trstee in the normal course of business. 17 BOOK-ENTRY SYSTEM We may issue all or some of the first mortgage bonds and debt securties in book-entr form, which means that global notes, not certificates, wil represent the securities. Ifwe issue global notes representing any securities, the following provisions wil apply to all book-entry securities: The Depository Trust Company, New York, NY, which we refer to as "DTC", wil act as securities depository for the securities. We wil issue the securities as fully-registered securities registered in the name of Cede & Co., DTC's partnership nominee, or such other name as an authorized representative ofDTC may request. We wil issue one fully-registered securty certificate for each issue of the securties, each in the aggregate principal amount of the issue, and we wil deposit the certificate with the corporate trstee to hold as agent for DTC. We and the trstee will treat Cede & Co. as the holder of the securties for all puroses. DTC, the world's largest securities depository, is a limited-purpose trst company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Bankng 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 3.5 milion issues of U.S. and non- U.S. equity, corporate and municipal debt issues, and money market instrments from over 100 countries 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, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securties Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securties 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: AAA. The DTC rules applicable to its participants are on fie with the Securities and Exchange Commission. More information about DTC can be found at ww.dtcc.com and ww.dtc.org. Purchases of securties under the DTC system must be made by or through direct participants, which wil receive a credit for the securities on DTC's records. The ownership interest of each actual purchaser, the beneficial owner, is in tum to be recorded on the direct and indirect participants' 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 direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the securities are to be accomplished by entres made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial 18 owners wil not receive certificates representing their ownership interests in the securities, except in the event that use of the book-entr system for the securities is discontinued. To facilitate subsequent transfers, all securities 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 securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the securities. DTC's records reflect only the identity of the direct participants to whose accounts the securities are credited, which mayor may not be the beneficial owners. The direct and indirect participants wil 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 participants to indirect participants, and by direct participants and indirect participants to beneficial owners wil be governed by arrangements among them, subject to any statutory or regulatory requirements that may be in effect from time to time. Redemption notices wil be sent to DTC. If less than all of the securities within an issue are being redeemed, 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., nor any other DTC nominee, wil consent or vote with respect to the securities unless authorized by a direct participant in accordance with DTC's money market instrument procedures. Under its usual procedures, DTC mails an omnibus proxy to the issuer as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants.to whose accounts the securities are credited on the record date, identified in a listing attached to the omnibus proxy. Redemption proceeds and distributions on the securities wil be made to Cede & Co., or such other nominee as an authorized representative ofDTC may request. DTC's practice is to credit direct participants' accounts upon DTC' s receipt of funds and corresponding detail information from us or the trustee 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 participants to beneficial owners wil be the responsibility of the participants and not of DTC, the trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility or the responsibility of the trustee. Disbursement of these payments to direct participants wil be the responsibility of DTC, and disbursement of these payments to the beneficial owners wil be the responsibility of direct and indirect participants. In case of any optional tender for or mandatory purchase of securities, pursuant to their terms, a beneficial owner shall give notice to elect to have its securities purchased or tendered through its participant to the tender/remarketing agent and shall effect delivery of the securities by causing the direct participant to transfer the participant's interest in the securities, on DTC' s 19 records, to the tender/remarketing agent. The requirement for physical delivery of securities in connection with an optional tender or a mandatory purchase wil be deemed satisfied when the ownership rights in the securities are transferred by direct participants on DTC's records and followed by a book-entry credit of tendered securities to the tender/remarketing agent's DTC account. DTC may discontinue providing its services as depository with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depository is not obtained, security certificates are required to be printed and delivered. We may decide to discontinue use of the system of book-en tr-only transfers through DTC, or a successor securities depository. In that event, security certificates wil be printed and delivered to DTC. Neither we, the trstee, any paying agent, nor the registrar for the securties wil have any responsibilty 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. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that we believe to be reliable, but 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 securities to our general funds. We may use our general funds for any of the following puroses: . to acquire propert · to construct, complete, extend or improve our electrc facilities · to improve or maintain our service · to redeem, pay at matuty or purchase outstanding first mortgage bonds and debt securities and · to repay short-term borrowings. Ifwe do not use the proceeds immediately, we may temporarily invest them in short-term instrments. PLAN OF DISTRIBUTION We may sell the securties offered by this prospectus: 20 · through underwriters or dealers · through agents · directly to a limited number of purchasers or to a single purchaser or · through a combination of any of those methods of sale. Through Underwriters or Dealers. If we use underwiters in the sale, the underwiters wil buy the securities for their own account. The underwiters 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 underwiters may sell the securties directly or through underwting syndicates that managing underwriters represent. Unless we state otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securties will be subject to certain conditions, and the underwriters will 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. 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 underwiters or agents. General Information. The prospectus supplement wil state: · the names of any underwriters, dealers or agents, and the amounts of securities underwitten, purchased or sold by each of them · the terms of the securities offered · the purchase price of the securities and the proceeds we wil receive from the sale · any initial public offering price · any discounts or commissions and other items constituting underwriters' or agents' compensation and · any discounts or concessions allowed or reallowed or paid to dealers. 21 We may authorize underwters, dealers or agents to solicit offers from certain institutions. We may sell the securities 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. 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 importnt information to you by referrng you to other documents fied separately with the Securities and Exchange Commission. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the following documents that we fied with the Securities and Exchange Commission (SEC fie number 1-3198): · Annual Report on Form 1O-K for the year ended December 31, 2009 fied on February 23,2010 · Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, fied on May 6, 2010 and · Current Reports on Form 8-K fied on January 22,2010, February 8, 2010, March 4,2010, March 24,2010, April 2, 2010, April 16, 2010, April 23, 2010 and May 10,2010. We also incorporate by reference all documents we subsequently fie pursuant to Sections l3(a), l3(c), 14 or 15(d) of the Securities Exchange Act of 1934 (i) after the date of the initial registration statement and prior to the effectiveness of the registration statement and (ii) 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 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 the prospectus or in any other subsequently fied document which also is or is deemed to be incorporated by reference or deemed to be part of the prospectus modifies or replaces such statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be par of the prospectus after the most recent effective date may modify or replace existing statements contained in the prospectus. Any statement so modified shall not be deemed in its unmodified form to constitute part of the prospectus for puroses of the Securities Act of 1933. Any statement so superseded shall not be deemed to constitute part of the prospectus for purposes of the Securities Act of 1933. 22 We wil provide to each person, including any beneficial owner, upon request, 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 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 You may also access these documents at http://ww.idacorpinc.com. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports and other information with the Securties and Exchange Commission. The public may read and copy any materials we file with the Securities and Exchange Commission at the Securties and Exchange Commission's public reference room located at 100F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at l-800-SEC-0330. The Securties 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 http://ww.idahopower.com and on IDACORP, Inc.'s website at htt://ww.idacorpinc.com. However, the information on our website and on IDACORP, Inc.'s website is not a part ofthis prospectus. This prospectus is part of a registration statement on Form S-3 that we filed with the Securties and Exchange Commission relating to the securities covered by this prospectus. This prospectus does not contain all the information included in the registration statement. You may review a copy of the registration statement at the Securties and Exchange Commission's public reference room or on the Securities and Exchange Commission's internet site referred to above. LEGAL MATTERS Rex Blackbur, our Senior Vice President and General Counsel, and Dewey & LeBoeuf LLP, New York, New York, wil pass upon the validity of the securities and other legal matters for us. Sullivan & Cromwell LLP, New York, New York, wil pass upon the validity of the securities for any underwiter, dealer or agent. Dewey & LeBoeufLLP and Sullvan & Cromwell LLP may, for matters governed by the laws ofIdaho, rely upon the opinion of Mr. Blackbur. As of May 1,2010, Mr. Blackburn owned 13,223 shares ofIDACORP, Inc. common stock, including shares that may be acquired within 60 days pursuant to the exercise of stock options. Mr. Blackbur is acquiring additional shares ofIDACORP, Inc. common stock at regular intervals through employee stock plans. 23 EXPERTS The consolidated financial statements of Idaho Power Company and its subsidiary for the year ended December 31, 2009, and the related financial statement schedule, incorporated in this prospectus by reference from the Company's Annual Report on Form lO-K for the year ended December 31,2009, and the effectiveness of the Company's internal control over financial reporting as of December 31,2009, have been audited by De10itte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified opinion on the financial statements and financial statement schedule and include an explanatory paragraph relating to the adoption of guidance for accounting for uncertainty in income taxes and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting), which are incorporated herein by reference. Such financial statements and financial statement schedule 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 information for the periods ended March 31,2010 and 2009, 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 report included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, 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 report 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 Securities Act of 1933 for their report on the unaudited interim financial information because the report is not a "report" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act of 1933. Rex Blackburn, our Senior Vice President and General Counsel, has reviewed the statements under "Description of First Mortgage Bonds" relating to the lien of the indentue and the statements as to matters of law and legal conclusions in the documents incorporated by reference. We make these statements in reliance upon his opinion and authority as an expert. 24 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14.Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses in connection with the offering described in this Registration Statement: Registration fee........................ ..................... Accountants' fees* .............................,.......... Printing and engraving fees* ........................ Legal fees * ......,............................. ........,.,..... Indenture recording fees* ............................. Trustee's fees* ................................,............. Rating agency fees* ...................................... Regulatory agency fees* ............................... Blue Sky fees and expenses* ........................ Other* ......................,.,...,............................ Total* .................................. * Estimated Item 15. $ 35,650 40,000 50,000 1,500,000 5,000 50,000 750,000 5,000 10,000 4,350 $2,450,000 Indemnification of Directors and Officers. Sections 30-1-850 et seq. of the Idaho Business Corporation Act provide for indemnification of our directors and offcers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended. Article 12 of our Restated Articles ofIncorporation, as amended, provides that we shall indemnify our directors and officers against liability and expenses and shall advance expenses to our directors and offcers in connection with any proceeding to the fullest extent permtted by the Act as now in effect or as it may be amended or substituted from time to time. Article 6 of our Amended Bylaws provides that we shall have the power to purchase and maintain insurance on behalf of any director, offcer, employee or agent against liability and expenses in connection with any proceeding, to the extent permitted under applicable law. Aricle 6 further provides that we may enter into indemnification agreements with any director, offcer, employee or agent to the extent permitted under any applicable law. Pursuant to underwiting agreements fied or to be fied as exhibits to the registration statement relating to underwritten offerings of securities, the underwriters may agree to indemnify each of our offcers and directors and each person, if any, who controls us within the meaning of the Securities Act of 1933, against certain liabilities, including liabilities under said Act and to provide contribution in circumstances where indemnification is unavailable. Agency agreements may contain similar agreements. We have liability insurance protecting our directors and officers against liability by reason of their being or having been directors or officers. The premium, payable solely by us, is II-I not separately allocable to the sale of the securties registered hereby. In addition, we have entered into indemnification agreements with our directors and officers to provide for indemnification to the maximum extent permitted by law. Item 16.Exhibits. Exhibit Date Filed File Number As Exhibit 1.The underwiting agreement for first mortgage bonds and any selling agency or distribution agreement with any agent wil be fied as an exhibit to a Curent Report on Form 8-K and incorporated herein by reference. 1.2 The underwting agreement for debt securities and any selling agency or distrbution agreement with any agent wil be fied as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. *2 3/16/98 333-48031 2 Agreement and Plan of Exchange between Form S-4 IDACORP, Inc. and Idaho Power Company, dated as of Februar 2, 1998. *4.1 6/30/89 33-00440 4(a)(xiii)Restated Aricles of Incorporation of Idao Power Post-Company as fied with the Secretary of State of Effective Idaho on June 30, 1989. Amendment No.2 to Form S-3 *4.2 7/793 33-65720 4(a)(ii)Statement of Resolution Establishing Terms of Form S-3 Flexible Auction Series A, Serial Preferred Stock, Without Par Value (cumulative stated value of $100,000 per share), as fied with the Secretary of State ofIdaho on November 5,1991. *4.3 7/793 33-65720 4(a)(iii)Statement of Resolution Establishing Terms of Form S-3 7.07% Serial Preferred Stock, Without Par Value (cumulative stated value of $100 per share), as filed with the Secretary of State ofIdao on June 30, 1993. *4.4 8/4/00 1-3198 3 (a)(iii)Aricles of Amendment to Restated Aricles of Form 10-Q Incorporation of Idaho Power Company as fied with for quarer the Secretary of State ofIdaho on June 15,2000. ended 6/30/00 *4.5 1/26/05 1-3198 3.3 Aricles of Amendment to Restated Articles of Form 8-K Incorporation ofIdaho Power Company as fied with dated the Secretary of State ofIdaho on January 21,2005. 1/26/05 II-2 Exhibit Date Filed File Number As Exhibit *4.6 11/19/07 1-3198 3.3 Aricles of Amendment to Restated Aricles of Form 8-K Incorporation ofIdaho Power Company, as dated amended, as fied with the Secretary of State of 11/19/07 Idaho on November 19,2007. *4.7 10/1/98 33-56071-99 3(d)Aricles of Share Exchange, as fied with the Post-Secretary of State ofIdaho on September 29,1998. Effective Amendment No.1 to Form S-8 *4.8 11/19/07 1-3198 3.2 Amended Bylaws of Idaho Power Company, Form 8-K amended on November 15,2007, and presently in dated effect. 11/19/07 *4.9 6/30/89 33-00440 2(a)(iii)Agreement and Plan of Merger, dated March 10, Post-1989, between Idaho Power Company, a Maine Effective Corporation, and Idaho Power Migrating Amendment Corporation. No.2 to Form S-3 *4.10 2-3413 B-2 Mortgage and Deed of Trust, dated as of October 1, 1937, between Idaho Power Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and RG. Page, as Trustees. *4.11 Supplemental Indentues to Mortgage and Deed of Trust: Number Dated 1-MD B-2-a First July 1, 1939 2-5395 7-a-3 Second November 15, 1943 2-7237 7-a-4 Third February 1, 1947 2-7502 7-a-5 Fourth May 1, 1948 2-8398 7-a-6 Fifth November 1, 1949 2-8973 7-a-7 Sixth October 1,1951 2-12941 2-C-8 Seventh January 1, 1957 2-13688 4-J Eighth July 15, 1957 2-13689 4-K Ninth November 15, 1957 2-14245 4-L Tenth April 1, 1958 2-14366 2-L Eleventh October 15, 1958 2-14935 4-N Twelfth May 15, 1959 2-18976 4-0 Thirteenth November 15, 1960 2-18977 4-Q Fourteenth November 1,1961 II-3 Exhibit Date Filed File Number As Exhibit 2-22988 4-B-16 Fifteenth September 15, 1964 2-24578 4-B-17 Sixteenth April 1, 1966 2-25479 4-B-18 Seventeenth October 1, 1966 2~45260 2(c)Eighteenth September 1, 1972 2-49854 2(c)Nineteenth January 15, 1974 2-51722 2(c)(i)Twentieth August 1, 1974 2-51722 2(c)(ii)Twenty-first October 15, 1974 2-57374 2(c)Twenty-second November 15, 1976 2-62035 2(c)Twenty-third August 15, 1978 33-34222 4(d)(iii)Twenty-four September 1, 1979 33-34222 4(d)(iv)Twenty-fifth November 1, 1981 33-34222 4(d)(v)Twenty-sixth May 1,1982 33-34222 4(d)(vi)Twenty-seventh May 1,1986 33-00440 4(c)(iv)Twenty-eighth June 30, 1989 33-34222 4(d)(vii)Twenty-ninth Januar 1, 1990 33-65720 4( d)(iii)Thirtieth Januar 1, 1991 33-65720 4(d)(iv)Thirt- first August 15, 1991 33-65720 4(d)(v)Thirt-second March 15, 1992 33-65720 4(d)(vi)Thirt-third April 1, 1993 12/20/93 1-3198 4 Thirt-fourt December 1, 1993 Form 8-K 11/21/00 1-3198 4 Thirt-fifth November 1, 2000 Form 8-K dated 11/21/00 10/1/01 1-3198 4 Thirt-sixth October 1, 2001 Form 8-K dated 9/27/01 4/16/03 1-3198 4 Thirt-seventh April 1, 2003 Form 8-K dated 4/15/03 08/07/03 1-3198 4(a)(iii)Thirt-eighth May 15,2003 Form 10-Q for quarter ended 6/30/03 11/06/03 1-3198 4(a)(iii)Thirt-ninth October 1, 2003 Form 10-Q for quarer ended 9/30/03 II-4 Exhibit Date Filed File Number As Exhibit 5/10/05 1-3198 4 Fortieth May 1,2005 Form 8-K dated 5/9/05 10110/06 1 -3 1 98 4 Fort-first October 1, 2006 Form 8-K dated 10/03/06 6/4/07 1-3198 4 Fort-second May 1,2007 Form 8-K dated 5/01/07 9/26/07 1-3198 4 Fort-third September 1, 2007 Form 8-K dated 8/31/07 4/3/08 1 -3198 4 Fort-fourh April 1, 2008 Form 8-K dated 4/3/08 2/23/10 1-3198 4.10 Fort-fifth Februar 1,2010 Form lO-K for year ended December 31,2009 4.12 Form of Supplemental Indentue relating to the First Mortgage Bonds. *4.13 8/4/00 1-3198 4(b)Instrments relating to Idaho Power Company Form 10-Q American Falls bond guarantee. for quarter ended 6/30/00 *4.14 7/793 33-65720 4(f)Agreement of Idaho Power Company to fuish Form S-3 certin debt instrments. *4.15 8116/01 333-67748 4.13 Indenture for Debt Securities dated as of August 1, Form S-3 2001, between Idaho Power Company, and Deutsche Ban Trust Company Americas (formerly known as Bankers Trust Company), as Trustee. 4.16 Form of Supplemental Indentue relating to the Debt Securties. 5.1 Opinion and consent of Rex Blackburn, Esq, II-5 Exhibit Date Filed File Number As Exhibit 5.2 12 15 23 24 25.1 25,2 25.3 Opinion and consent of Dewey & LeBoeufLLP. Computation ofIdaho Power Company Ratio of Earnings to Fixed Charges and Supplemental Ratio of Earnings to Fixed Charges. Letter from Deloitte & Touche LLP regarding unaudited interim financial information. Consent of Deloitte & Touche LLP. Power of Attorney (included on the signatue page hereof). Form T-l, Statement of Eligibility under the Trust Indentue Act of 1939 of Deutsche Bank Trust Company Americas, Trustee, under the Mortgage and Deed of Trust pursuant to which First Mortgage Bonds may be issued. Form T -1, Statement of Eligibility under the Trust Indentue Act of 1939 of Deutsche Ban Trust Company Americas (formerly known as Bankers Trust Company), Trustee under the Debt Securties Indenture dated as of August 1, 2001 pursuant to which Debt Securities may be issued. Form T-2, Statement of Eligibility under the Trust Indenture Act of 1939 of Stanley Burg under the Mortgage and Deed of Trust pursuant to which First Mortgage Bonds may be issued. * Item 17. Previously fied and incorporated herein by reference. Undertakings. (a)The undersigned registrant hereby undertkes: (1) To fie, during any period in which offers or sales are being made, a post- effective amendment to this registration statement: (i) To include any prospectus required by section 1O(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post -effective amendment thereof) which, individually or in the aggregate, represent a fudamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any II-6 increase or decrease in volume of securties offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus fied with the Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(l)(i), (a)(l)(ii) and (a)(l)(iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15( d) of the Securties Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. (2) That, for the purose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (5) That, for the purose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is relying on Rule 430B: (A) Each prospectus filed by the registrant pursuant to Rule 424(b )(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be fied pursuant to Rule 424(b )(2), (b )(5) or (b )(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securties Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability puroses of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securties in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering II-7 thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement wil, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (ii) If the registrant is subject to Rule 430C, each prospectus fied pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement wil, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (6) That, for the purose of determining liability of the registrant under the Securties Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwting method used to sell the securties to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant wil be a seller to the purchaser and wil be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each fiing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each fiing of an employee benefit plan ' s annual report pursuant to section 15( d) of II-8 the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, offcers and controllng persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incured or paid by a director, officer or controllng person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controllng person in connection with the securties being registered, the registrant wil, unless in the opinion of its counsel the matter has been settled by controllng precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and wil be governed by the final adjudication of such issue. (i) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securties Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus fied by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-9 POWER OF ATTORNEY Each director and/or offcer of the issuer whose signatue appears below hereby authorizes any agent for service named on the cover of this registration statement to execute in the name of each such person, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to the registration statement, and appoints any such agent for service as attorney-in-fact to sign on his or her behalf individually and in each capacity stated below and file any such amendments to the registration statement, and the issuer hereby confers like authority to sign and fie on its behalf. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all ofthe requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boise, State ofIdaho, on the 11 th day of May, 2010. IDAHO POWER COMPANY By lsI J. LaMont Keen J. LaMont Keen President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date lsI Jon H. Miler (Jon H. Miller) Chairman of the Board May 11,2010 lsI J. LaMont Keen (1. LaMont Keen) President and Chief Executive Officer May 11, 2010 and Director (Principal Executive Offcer) lsI Darrel T. Anderson (Darrel T. Anderson) Executive Vice President - May 11,2010 Administrative Services and Chief Financial Offcer (Principal Financial and Accounting Offcer) II-lO Signature Title Date lsI C. Stephen Allred Director May 11,2010 (c. Stephen Allred) lsI Richard J. Dahl Director May 11,2010 (Richard J. Dahl) lsI Judith A. Johansen Director May 11,2010 (Judith A. Johansen) lsI Chrstine King Director May 11,2010 (Christine. King) lsI Gary G. Michael Director May 11,2010 (Gary G. Michael) lsI Jan B. Packwood Director May 11,2010 (Jan B. Packwood) lsI Richard G. Reiten Director May 11,2010 (Richard G. Reiten) lsI Joan H. Smith Director May 11,2010 (Joan H. Smith) lsI Robert A. Tinstman Director May 11,2010 (Robert A. Tinstman) lsI Thomas J. Wilford Director May 11,2010 (Thomas J. Wilford) II-11 EXHIBIT INDEX Exhibit Date Filed File Number As Exhibit 1.The underwiting agreement for first mortgage bonds and any selling agency or distrbution agreement with any agent wil be fied as an exhibit to a Curent Report on Form 8-K and incorporated herein by reference. 1.2 The underwiting agreement for debt securities and any selling agency or distrbution agreement with any agent wil be fied as an exhibit to a Curent Report on Form 8-K and incorporated herein by reference. *2 3/16/98 333-48031 2 Agreement and Plan of Exchange between Form S-4 IDACORP, Inc. and Idaho Power Company, dated as of Februar 2, 1998. *4.1 6/30/89 33-00440 4(a)(xiii)Restated Aricles ofIncorporation ofIdaho Power Post-Company as fied with the Secretar of State of Effective Idaho on June 30, 1989. Amendment No.2 to Form S-3 *4.2 7/793 33-65720 4(a)(ii)Statement of Resolution Establishing Terms of Form S-3 Flexible Auction Series A, Serial Preferred Stock, Without Par Value (cumulative stated value of $100,000 per share), as fied with the Secretar of State ofIdaho on November 5,1991. *4.3 7/793 33-65720 4(a)(iii)Statement of Resolution Establishing Terms of Form S-3 7.07% Serial Preferred Stock, Without Par Value (cumulative stated value of $100 per share), as fied with the Secretary of State of Idaho on June 30, 1993. *4.4 8/4/00 1-3198 3(a)(iii)Aricles of Amendment to Restated Articles of Form 10-Q Incorporation of Idaho Power Company as fied with for quarter the Secretary of State ofIdaho on June 15,2000. ended 6/30/00 *4.5 l/26/05 1-3198 3.3 Aricles of Amendment to Restated Aricles of Form 8-K Incorporation of Idaho Power Company as fied with dated the Secretar of State ofIdaho on Januar 21,2005. l/26/05 *4,6 1l/19/07 1-3198 3.3 Articles of Amendment to Restated Articles of Form 8-K Incorporation ofIdaho Power Company, as dated amended, as fied with the Secretary of State of 1l/19/07 Idaho on November 19,2007. Exhibit Date Filed File Number As Exhibit *4.7 10/1/98 33-56071..99 3(d)Aricles of Share Exchange, as fied with the Post-Secretary of State ofIdaho on September 29,1998. Effective Amendment No.1 to Form S-8 *4.8 11/19/07 1-3198 3.2 Amended Bylaws of Idaho Power Company, Form 8-K amended on November 15,2007, and presently in dated effect. 11/19/07 *4.9 6/30/89 33-00440 2(a)(iii)Agreement and Plan of Merger, dated March 10, Post-1989, between Idaho Power Company, a Maine Effective Corporation, and Idaho Power Migrating Amendment Corporation. No.2 to Form S-3 *4.10 2-3413 B-2 Mortgage and Deed of Trust, dated as of October 1, 1937, between Idaho Power Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page, as Trustees. *4.11 Supplemental Indentues to Mortgage and Deed of Trust: Number Dated 1-MD B-2-a First July 1, 1939 2-5395 7-a-3 Second November 15, 1943 2-7237 7-a-4 Third Februry 1, 1947 2-7502 7-a-5 Fourt May 1,1948 2-8398 7-a-6 Fifth November 1,1949 2-8973 7-a-7 Sixth October 1, 1951 2-12941 2-C-8 Seventh January 1,1957 2-13688 4-J Eighth July 15, 1957 2-13689 4-K Ninth November 15, 1957 2-14245 4-L Tenth Apri11, 1958 2-14366 2-L Eleventh October 15,1958 2-14935 4-N Twelfth May 15, 1959 2-18976 4-0 Thirteenth November 15, 1960 2-18977 4-Q Foureenth November 1,1961 2-22988 4-B-16 Fifteenth September 15, 1964 2-24578 4-B-17 Sixteenth April 1, 1966 2-25479 4-B-18 Seventeenth October 1, 1966 Exhibit Date Filed File Number As Exhibit 2-45260 2(c)Eighteenth September 1, 1972 2-49854 2(c)Nineteenth January 15, 1974 2-51722 2(c)(i)Twentieth August 1, 1974 2-51722 2( c )(ii)Twenty-first October 15, 1974 2-57374 2(c)Twenty-second November 15, 1976 2-62035 2(c)Twenty-third August 15, 1978 33-34222 4(d)(iii)Twenty-fourh September 1, 1979 33-34222 4(d)(iv)Twenty-fifth November 1,1981 33-34222 4(d)(v)Twenty-sixth May 1,1982 33-34222 4(d)(vi)Twenty-seventh May 1,1986 33-00440 4(c)(iv)Twenty-eighth June 30, 1989 33-34222 4(d)(vii)Twenty-ninth Januar!, 1990 33-65720 4( d)(iii)Thirtieth January 1, 1991 33-65720 4(d)(iv)Thirt- first August 15,1991 33-65720 4(d)(v)Thirt-second March 15,1992 33-65720 4(d)(vi)Thirt-third April 1, 1993 12/20/93 1-3198 4 Thirt-four December 1, 1993 Form 8-K 11/21/00 1-3198 4 Thirt-fifth November 1, 2000 Form 8-K dated 11/21/00 10/1/01 1-3198 4 Thirt-sixth October 1, 2001 Form 8-K dated 9/27/01 4/16/03 1-3198 4 Thirt-seventh April 1,2003 Form 8-K dated 4/15/03 08/07/03 1-3198 4(a)(iii)Thirt-eighth May 15,2003 Form 10-Q for quarer ended 6130/03 11/06/03 1-3198 4(a)(iii)Thirt-ninth October 1, 2003 Form lO-Q for quarter ended 9/30/03 Exhibit Date Filed File Number As Exhibit 5/10/05 1-3198 4 Fortieth May 1,2005 Form 8-K dated 5/9/05 10/10/06 1-3198 4 Fort-first October 1, 2006 Form 8-K dated 10/03/06 6/4/07 1-3198 4 Fort-second May 1,2007 Form 8-K dated 5/01/07 9/26/07 1-3198 4 Fort-third September 1, 2007 Form 8-K dated 8/31/07 4/3/08 1-3198 4 Fort-fourth April 1, 2008 Form 8-K dated 4/3/08 2/23/10 1-3198 4.10 Fort-fifth February 1,2010 Form lO-K for year ended December 31,2009 4.12 Form of Supplemental Indentue relating to the First Mortgage Bonds. *4.13 8/4/00 1-3198 4(b)Instrments relating to Idaho Power Company Form 10-Q American Falls bond guarantee. for quarter ended 6/30/00 *4.14 7/793 33-65720 4(f)Agreement ofIdaho Power Company to fuish Form S-3 certain debt instruments. *4.15 8/16/01 333-67748 4.13 Indenture for Debt Securities dated as of August 1, Form S-3 2001, between Idaho Power Company, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee. 4.16 Form of Supplemental Indenture relating to the Debt Securties. 5.1 Opinion and consent of Rex Blackburn, Esq. Exhibit Date Filed File Number As Exhibit Opinion and consent of Dewey & LeBoeuf LLP.5.2 12 15 23 24 25.1 25.2 25.3 *Previously fied and incorporated herein by reference. Computation of Idaho Power Company Ratio of Earings to Fixed Charges and Supplemental Ratio of Earnings to Fixed Charges. Letter from Deloitte & Touche LLP regarding unaudited interim financial information. Consent of Deloitte & Touche LLP. Power of Attorney (included on the signature page hereof). Form T -1, Statement of Eligibility under the Trust Indenture Act of 1939 of Deutsche Ban Trust Company Americas, Trustee, under the Mortgage and Deed of Trust pursuant to which First Mortgage Bonds may be issued. Form T-I, Statement of Eligibility under the Trust Indenture Act of 1939 of Deutsche Ban Trust Company Americas (formerly known as Bankers Trust Company), Trustee under the Debt Securities Indenture dated as of August 1, 2001 pursuant to which Debt Securties may be issued. Form T-2, Statement of Eligibility under the Trust Indentue Act of 1939 of Stanley Burg under the Mortgage and Deed of Trust pursuant to which First Mortgage Bonds may be issued. EXHIBIT 4.12 Exhibit 4.12 ~ IDAHO POWER COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS AND STANEY BURG, ~As Trustees under its Mortgage and Deed of Trust dated as of October 1, 1937. Supplemental Indentue providing among other things for Bonds of SeriesDated as of ,201_ TABLE OF CONTENTS 1 Page Parties and Recitals...................................................................................................................... ... 1 Granting Clause and Propert Description..................................................................................... 5 ARTICLE I Description of Bonds of Series Section 1. General terms and redemption provisions..................................................................... 6 Section 2. Exchange and transfers of Bonds............................................... ....................................9 Section 3. Form of Bonds ...............................................................................................................9 Section 4. Temporary Bonds...............................................-..........................................................10 ARTICLE II Issue of Bonds of Series Section 5. Issue of Bonds.............................................................................................................. 10 ARTICLE III Covenants Section 6. Application of Original Indenture................................................................................10 Section 7. Lawful ownership........................................................................................................ 10 Section 8. Anual certificate as to defaults......................................... .... ..................... .......... ....... 11 ARTICLE IV The Trustees Acceptance of trst....................................................................................................................... 11 Recitals deemed made by the Company............ ...... ............ ............. ........................ .................... 11 ARTICLE V Miscellaneous Provisions Meanings of terms................................................ .........................................................................11 Ratification and Confirmation...................................................................................................... 11 Counterparts.................................................................................................................... .............. 11 Testimonium .......................... ........ ......................... ............................ ............................. .... ......... 12 Signatues and seals ...................................................................................................................... 12 Acknowledgments......................... ....... ........................................ .......... ................................. ...... 14 Affidavits..................................................................................................................... ................. 17 This table of contents shall not have any bearing upon the interpretation of this Supplemental Indentue. -1- SUPPLEMENTAL INENTUR, dated as of the _ day of 201_ made and entered into by and between IDAHO POWER COMPANY, a corporation of the State of Idaho (successor by merger to Idaho Power Company, a corporation of the State of Maine, hereinafter sometimes called the "Maine Company"), whose address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter sometimes called the "Company"), part of the first part, and DEUTSCHE BANK TRUST COMPAN AMERICAS, formerly known as Bankers Trust Company, a corporation of the State of New York whose post office address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the "Corporate Trustee"), and Stanley Burg (hereinafter sometimes called the "Individual Trustee"), parties of the second part (the Corporate Trustee and the Individual Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust dated as of October 1, 1937 hereinafter referred to. WHEREAS, the Maine Company has heretofore executed and delivered to the Trustees its Mortgage and Deed of Trust (hereinafter sometimes referred to as the "Original Indentue"), dated as of October 1, 1937, to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding thereunder and to declare the terms and conditions upon which Bonds are to be issued thereunder; and WHEREAS, the Maine Company was merged into the Company on June 30, 1989; and WHEREAS, in order to evidence the succession of the Company to the Maine Company and the assumption by the Company of the covenants and conditions of the Maine Company in the Bonds and in the Original Indenture, as supplemented, contained, and to enable the Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with the terms thereof, the Company executed and delivered to the Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989 (which supplemental indenture is hereinafter sometimes called the "Twenty-eighth Supplemental Indenture"); and WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, 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 terms of the Original Indentue the Maine Company or the Company has executed and delivered to the Trustees the following supplemental indentures in addition to the Twenty-eighth Supplemental Indentue: Designation First Supplemental Indenture Second Supplemental Indentue Dated as of July 1, 1939 November 15, 1943 Designation Third Supplemental Indenture Fourth Supplemental Indenture Fifth Supplemental Indentue Sixth Supplemental Indentue Seventh Supplemental Indentue Eighth Supplemental Indenture Ninth Supplemental Indenture Tenth Supplemental Indentue Eleventh Supplemental Indenture Twelfth Supplemental Indentue Thirteenth Supplemental Indentue Foureenth Supplemental Indentue Fifteenth Supplemental Indenture Sixteenth Supplemental Indenture Seventeenth Supplemental Indentue Eighteenth Supplemental Indenture Nineteenth Supplemental Indenture Twentieth Supplemental Indenture Twenty-first Supplemental Indenture Twenty-second Supplemental Indenture Twenty-third Supplemental Indenture Twenty-fourh Supplemental Indentue Twenty-fifth Supplemental Indentue Twenty-sixth Supplemental Indenture Twenty-seventh Supplemental Indenture Twenty-ninth Supplemental Indenture Thirtieth Supplemental Indenture Thirt-first Supplemental Indentue Thirt-second Supplemental Indenture Thirt-third Supplemental Indenture Thirt-fourh Supplemental Indentue Thirt-fifth Supplemental Indenture Thirt-sixth Supplemental Indentue Thirt-seventh Supplemental Indenture Thirt-eighth Supplemental Indenture Thirt-ninth Supplemental Indenture Fortieth Supplemental Indentue Fort-first Supplemental Indenture Fort-second Supplemental Indenture Fort-third Supplemental Indentue Fort-fourth Supplemental Indenture Fort-fifth Supplemental Indenture2 2 Here wil be inserted additional, executed supplemental indentues. -2- Dated as of February 1, 1947 May 1,1948 November 1, 1949 October 1, 1951 January 1, 1957 July 15, 1957 November 15, 1957 April 1, 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 1, 2006 May 1,2007 September 1, 2007 April 1, 2008 February 1,2010 each of which is supplemental to the Original Indentue (the Original Indentue and all indentures supplemental thereto together being hereinafter sometimes referred to as the "Indenture"); and WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth Supplemental Indenture) have each been recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, 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, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the terms of the Indentue in the following series and aggregate principal amounts: Series 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 Principal Amount Issued $ 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 -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 Series 9.52% Series due 2031 8% Series due 2004 8 3/4% Series due 2027 Secured Medium-Term Notes, Series A 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 Secured Medium-Term Notes, Series H Principal Amount Issued $ 25,000,000 50,000,000 50,000,000 190,000,000 197,000,000 200,000,000 200,000,000 245,000,000 49,800,000 200,000,000 116,300,000 100,000,000 350,000,000 which bonds are hereinafter sometimes called bonds of the First through Principal Amount Outstanding None None None None None 120,000,000 200,000,000 245,000,000 49,800,000 200,000,000 116,300,000 100,000,000 350,000,0003 Series; and WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Supplemental Indentue for the purposes herein provided, including the issuance of a Series of Bonds under the Indentue, in the aggregate principal amount of up to Milion Dollars ($ ), to be designated as "First Mortgage Bonds, _ % Series due " ("First Mortgage Bonds, Secured Medium-Term Notes, Series _"t (herein sometimes called the "Bonds of Series"); and WHEREAS, it is also now desired, for the purpose of more effectually carring out the puroses of the Original Indenture, to confirm specifically the subjection to the lien thereof and of the Indenture of the certain propert acquired by the Company in addition to the propert specifically described in the Original Indentue and in said First, Second, Third, Fourth, Fifth, Sixth, Seventh, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Foureenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twenty-first, Twenty-second, Twenty-third, Twenty- fourh, Twenty-fifth, Thirt-sixth, Thirt-seventh, Thirt-ninth, Fortieth, Fort-first, Fort-fourh and Fort-fifth5 Supplemental Indentues; and WHEREAS, all things necessary to make said Bonds of Series, when duly authenticated by the Corporate Trustee and issued by the Company, valid and legally binding obligations of. the Company and to make the Original Indentue, as heretofore Here wil be inserted additional outstanding series of bonds. Bracketed language wil be inserted in lieu of words "First Mortgage Bonds, _ % Series due " in any supplemental indenture relating to the issuance of First Mortgage Bonds which are designated "Secured Medium-Term Notes, Series " 4 Here wil be inserted additional, executed supplemental indentues. -4- supplemented and as supplemented hereby, a valid and legally binding instrent for the security thereof, have been performed, and the execution and delivery of this Supplemental Indentue and the issue of said Bonds as in this Supplemental Indenture provided have been in all respects duly authorized: NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of all the provisions of the Indentue and of said Bonds, the Company has duly executed and delivered to the Trustees this Supplemental Indenture and has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees as aforesaid, and to their successor or successors in said trst, and to them and their successors, heirs and assigns forever, all propert, 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 propert (in addition to all other properties heretofore subjected to the lien of the Indentue and not heretofore released from the lien thereof)--that is to say:6 All other propert, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of said Original Indentue by and now or hereafter owned by the Company. TOGETHER with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid propert or any part thereof, with the reversion and reversions, remainder and remainders, and (subject to the provisions of Section 57 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid propert and franchises and every part and parcel thereof. It is not intended herein or hereby to include in or subject to the lien of the Indenture, and the granting clauses hereof shall not be deemed to apply to, (1) any revenues, earnings, rents, issues, income or profits of the mortgaged and pledged propert, or any bils, notes or accounts receivable, contracts or choses in action, except to the extent permitted by law in case a completed default specified in Section 65 of the Indenture shall have occured and be continuing and either or both of the Trustees, or a receiver or trustee, shall have entered upon or taken possession of the mortgaged and pledged propert, or (2) in any case, unless specifically subjected to the lien thereof, any bonds, notes, evidences of indebtedness, shares of stock, or 6 Here wil be inserted propert descriptions. -5- other securities or any cash (except cash deposited with the Corporate Trustee pursuant to any provisions of the Indentue) or any goods, wares, merchandise, equipment or apparatus manufactued or acquired for the purose of sale or resale in the usual course of business. TO HA VE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Individual Trustee and (to the extent of its legal capacity to hold the same for the purposes hereof) unto the Corporate Trustee, and their successors, heirs and assigns forever; IN TRUST, NEVERTHELESS, for the same purposes and upon the same terms, trsts 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, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Foureenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third, Twenty- fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirt-first, Thirt-second, Thirt-third, Thirt-fourh, Thirt-fifth, Thirt-sixth, Thirt-seventh, Thirt-eighth, Thirty-ninth, Fortieth, Forty-first, Fort-second, Fort-third, Fort-fourh and Fort-fifth Supplemental Indentues and this 7 Supplemental Indentue. And it is hereby covenanted, declared and decreed by and between the parties hereto, for the benefit of those who shall hold the Bonds and interest coupons, or any of them, issued and to be issued under the Indenture, as follows: ARTICLE I Description of Bonds of Series. SECTION 1. The Series of Bonds to be executed, authenticated and delivered under and secured by the Indenture shall be Bonds of Series, designated as "First Mortgage Bonds, _% Series due " of the Company. The Bonds of Series shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Original Indentue, except insofar as the terms and provisions of the Original Indentue have been or are amended or modified by said First through Supplemental Indentues or by this Supplemental Indentue. Bonds of Series shall matue on , and shall be issued as registered Bonds without coupons in denominations of $1,000 and in any multiple thereof, and shall bear interest, payable on and of each year, at the rate of _% per annum until the principal shall have become due and payable, and, if default shall be made in the payment of said principal when due and payable, at the rate of _ % per annum thereafter until the Company's obligation with respect to payment of said principal shall have been discharged as provided in the Indenture; provided, however, that if Bonds of Series shall have been declared due and payable prior to their stated maturity and such declaration shall have been annulled as provided in the Indentue, 7 Here wil be inserted additional, executed supplemental indentues. -6- the principal of such Bonds shall not be deemed to have been so declared due and payable. The principal of and interest and premium, if any, on the Bonds of Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, and, at the option of the Company, interest on each said Bond may also be payable at the offce of the Company in Boise, Idaho, in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts. The interest on the Bonds of Series, whether in temporary or definitive form, shall be payable without presentation of such Bonds and (subj ect to the provisions of this Section 1) only to or upon the written order of the registered holders thereof. Except as provided in the next succeeding sentence of this Section 1, each Bond of Series shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the or , as the case may be, next preceding the date thereof to which interest has been paid~ unless the date thereof is a or to which interest has been paid, in which case such interest shall be payable from such date or unless such date is prior to , in which case interest shall be payable from . Each Bond of Series authenticated between the record date for any interest payment date and such interest payment date shall be dated the date of its authentication, but interest shall be payable from such interest payment date; provided, however, that if the Company shall default in the payment of the interest due on such interest payment date, any Bond of Series so authenticated shall bear interest from the or , as the case may be, next preceding the date of such Bond, to which interest has been paid. Interest on any Bond of Series shall be paid to the registered holder of such Bond of Series, or, notwithstanding the cancellation thereof, the Bond of Series in exchange or substitution for which such Bond shall have been issued, at the close of business on the applicable record date; provided, however, that if the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any Bond of Series, such defaulted interest shall be paid to the registered holder of such Bond (or any Bond or Bonds of Series issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name such Bond (or any Bond or Bonds of Series issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of Bonds of Series not less than ten (10) days preceding such subsequent record date. The term "record date" as used in this Section 1 shall mean, with respect to any semi-annual interest payment date, the close of business on or , as the case may be, next preceding such interest payment date or, in the case of defaulted interest, the close of business on any subsequent record date established as provided above. The Bonds of Series, in definitive form, shall be, at the option of the Company, fully engraved or shall be lithographed or printed on steel engraved borders or shall be partially lithographed or printed and partially engraved on steel engraved borders or shall be printed on safety paper or shall be tyewritten. -7- 8(SECTION 1. The Series of Bonds to be executed, authenticated and delivered under and secured by the Indentue shall be Secured Medium-Term Notes, Series ~, designated as "First Mortgage Bonds, Secured Medium- Temi Notes, Series ~ " of the Company. The Bonds of Series shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Original Indentue, except insofar as the terms and provisions of the Original Indenture have been or are amended or modified by said First through Supplemental Indentures or by this Supplemental Indentue. Bonds of Series shall be issued from time to time in an aggregate principal amount not to exceed $ , and shall be issued as registered Bonds without coupons in the denominations of $1,000 or in any multiple thereof; each Bond of Series shall mature on such date not less than nor more than from date of issue, shall bear interest at such rate or rates (which may be either fixed or variable) and have such other terms and provisions not inconsistent with the Indenture as the Board of Directors may determine in accordance with a resolution fied with the Corporate Trustee and a written order referring to this Supplemental Indenture; the principal of and interest on each said Bond to be payable at the offce or agency of the Company in the Borough of Manhattan, The City of New York and, at the option of the Company, interest on each said Bond may also be payable at the offce of the Company in Boise, Idaho, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on Bonds of Series which bear interest at a fixed rate shall be payable semiannually on and of each year, unless otherwise determined by the Board of Directors and set forth in a resolution filed with the Corporate Trustee referring to this Supplemental Indenture and at matuty (each an interest payment date). Interest on Bonds of Series which bear interest at a variable rate shall be payable on the dates (each an interest payment date) set forth in a resolution filed with the Corporate Trustee referrng to this Supplemental Indenture. Notwithstanding the foregoing, so long as there is no existing default in the payment of interest on the Bonds of Series, all Bonds of Series authenticated by the Corporate Trustee after the Record Date hereinafter specified for any interest payment date, and prior to such interest payment date (unless the date of first authentication of Bonds of such designated interest rate and maturity is after such Record Date), shall be dated the date of authentication, but shall bear interest from such interest payment date, and the person in whose name any Bond of Series is registered at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date, notwithstanding the cancellation of such Bond of Series, upon any transfer or exchange thereof subsequent to the Record Date and on or prior to such interest payment date. If the date of first authentication of the Bonds of Series of a designated interest rate and matuity is after such Record Date and prior to the corresponding interest payment date, such Bonds shall bear interest from the Original Interest Accrual Date but payment of interest shall commence on the second interest payment date succeeding the Original Interest Accrual Date. "Record Date" for Bonds of 8 These provisions wil be inserted in lieu of Section i above in any supplemental indentue relating to the issuance of First Mortgage Bonds which are designated "Secured Medium-Term Notes, Series _". -8- Series which bear interest at a fixed rate shall mean for interest payableand for interest payable , for Bonds of Series which bear interest at a fixed rate that is payable on other dates, shall mean the last day of the calendar month preceding such interest payment date if such interest payment date is the fifteenth day of a calendar month and shall mean the fifteenth day of the calendar month preceding such interest payment date if such interest payment date is the first day of a calendar month, unless, in each case, otherwise determined by the Board of Directors and set forth in a resolution filed with the Corporate Trustee referring to this Supplemental Indentue, and for Bonds of Series which bear interest at a variable rate, shall mean the date 15 calendar days prior to any interest payment date, unless otherwise determined by the Board of Directors and set forth in a resolution fied with the Corporate Trustee referrng to this Supplemental Indentue; provided that, interest payable on the matuity date wil be payable to the person to whom the principal thereof shall be payable. "Original Interest Accrual Date" with respect to Bonds of Series of a designated interest rate and maturity shall mean the date of first authentication of Bonds of such designated interest rate and matuty unless a wrtten 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 written order for Bonds of such designated interest rate and matuty. The Bonds of Series, in definitive form, shall be, at the option of the Company, fully engraved or shall be lithographed or printed on steel engraved borders or shall be partially lithographed or printed and partially engraved on steel borders or shall be printed on safety paper or shall be tyewritten.) The holders of the Bonds of Series consent that the Company may, but shall not be obligated to, fix a record date for the purose of determining the holders of Bonds of Series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who are holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. (Here wil be inserted redemption provisions.) SECTION 2. At the option of the registered holder, any Bonds of Series, upon surrender thereof for cancellation at the offce or agency of the Company in the Borough of Manhattan, The City of New York, together with a written instrument of transfer (if so required by the Company or by the Trustees) in form approved by the Company duly executed by the registered holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount and matuty of Bonds of Series of other authorized denominations. Bonds of Series may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto or with the rules or regulations of any stock exchange or to conform to usage with respect thereto. -9- Bonds of Series shall be transferable at the offce or agency of the Company in the Borough of Manhattan, The City of New York. Notwithstanding the foregoing provisions of this Section 2, the Company shall not be required to make any transfers or exchanges of Bonds of Series for a period of fifteen (15) days next preceding any mailing of notice of redemption, and the Company shall not be required to make transfers or exchanges of the principal amount of any Bonds of Series so called or selected for redemption. SECTION 3. The Bonds of Series shall be substantially of the tenor and purort recited in the Original Indentue, and the form thereof shall be as established by resolution of the Board of Directors or the Executive Committee of the Boàrd of Directors of the Company, which resolution may provide that any provisions of such form of Bond may appear on the reverse of such form. SECTION 4. Until Bonds of Series in definitive form are ready for delivery, the Company may execute, and upon its request in wrting, the Corporate Trustee shall authenticate and deliver, in lieu thereof, Bonds of Series in temporary form, as provided in Section 15 of the Original Indenture. ARTICLE II Issue of Bonds of Series. SECTION 5. The Bonds of Series for the aggregate principal amount of up to Millon Dollars ($ ) may be executed by the Company and delivered to the Corporate Trustee and shall be authenticated by the Corporate Trustee and delivered to or upon the order or orders of the Company, evidenced by a writing or writings signed by the Company by its President or a Vice President and its Treasurer or an Assistant Treasurer, pursuant to and upon compliance with the provisions of Article V, Aricle VI or Article 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 propert hereinabove described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trst with respect to said propert, and to the Trustees and their successors as trustees of said propert, in the same manner and with the same effect as if the said propert 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 puroses of the Indentue) the Corporate Trustee by the Original Indenture as a part of the propert therein stated to be conveyed. -10- SECTION 7. That it is lawfully seized and possessed of all of the mortgaged and pledged propert 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 Indentue, the First, Second, Third, Fourh, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thireenth, 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, Thirt-first, Thirt-second, Thirty-third, Thirt-fourth, Thirt- fifth, Thirt-sixth,Thirt-seventh, Thirty-eighth, Thirt-ninth, Fortieth, Fort-first, Fort-second, Fort-third, Fort-fourth and Fort-fifth Supplemental Indentues and this 9 Supplemental Indentue, good, right and lawful 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 of Series, free and clear of any mortgage, lien, charge or encumbrance thereon or affecting the title thereto (other than excepted encumbrances) prior to the lien of the Indentue, except as set forth in the granting clauses of the Indenture. SECTION 8. That it wil deliver to the Corporate Trustee annually, within ninety (90) days after the close of each fiscal year, commencing with the fiscal year 201_, a certificate from the principal executive offcer, principal financial offcer or principal accounting offcer as to his or her knowledge of the Company's compliance with all conditions and covenants under the Indenture. For purposes of this Section 8, such compliance shall be determined without regard to any period of grace or requirement of notice provided under the Indentue. ARTICLE iv The Trustees. The Trustees hereby accept the trst hereby declared and provided and agree to pedorm the same upon the terms and conditions in the Original Indenture, as heretofore supplemented and as supplemented by this Supplemental Indentue, and in this Supplemental Indenture set forth, and upon the following terms and conditions: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or suffciency of this 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. ARTICLE V Miscellaneous Provisions. All terms contained in this Supplemental Indentue shall, for all purposes hereof, have the meanings given to such terms in Aricle I of the Original Indentue, as amended by Article IV of the Second Supplemental Indentue. 9 Here wil be inserted additional, executed supplemental indentues. -11- Except as hereby expressly amended and supplemented, the Original Indentue heretofore amended and supplemented is in all respects ratified and confirmed, and all the terms and provisions thereof shall be and remain in full force and effect. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts together constitute but one and the same instrment. -12- IN WITNESS WHEREOF, Idaho Power Company, part hereto of the first part, caused its corporate name to be hereunto affixed and this instrent 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 of the parties hereto of the second part, has for all like puroses 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 Attest: Executed, sealed and delivered by IDAHO POWER COMPANY in the presence of: -13- Attest: DEUTSCHE BANK TRUST COMPAN AMERICAS By Executed, sealed and delivered by DEUTSCHE BANK TRUST COMPANY AMERICAS, in the presence of: Executed, sealed and delivered by STANLEY BURG, in the presence of: -14- (L.S.) Stanley Burg STATE OF IDAHO ) ) ss.:COUNTY OF ADA ) On the _ day of , in the year 201_, before me personally came , to me known, who being by me duly sworn did depose and say that he is the of Idaho Power Company, one of the corporations described in and which executed the above instrment; that he knows the seal of said corporation; that the seal affixed to said instrment is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said , having personally appeared and known to me to be the of said corporation that executed the instrment, acknowledged to me that said corporation executed the same. IN WITNESS WHEREOF,! have hereunto subscribed my name and affixed my offcial seal the day and year in this certificate first above wrtten. Notary Public, State of Idaho -15- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the _ day of , in the year 201_, before me personally came , to me known, who being by me duly sworn did depose and say that he is an of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrment; that he knows the seal of said corporation; that the seal affxed to said instrent is such corporate seal; that it was so affxed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said , having personally appeared and known to me to be an of said corporation that executed the instrument, acknowledged to me that said corporation executed the same. IN WITNSS WHEREOF, I have hereunto subscribed my name and affxed my offcial seal the day and year in this certificate first above written. Notary Public, State of New York -16- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the day of , in the year 201_, before me, , a Notary Public in and for the State of New York in the County of New York, personally appeared and came STANLEY BURG, to me known and known to me to be the person described in and who executed the within and foregoing instrent 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. Notary Public, State of New York -17- STATE OF IDAHO ) ) ss.:COUNTY OF ADA ) , being first duly sworn, upon oath, deposes and says: that he is an offcer, to wit, the of Idaho Power Company, a corporation, the mortgagor described in the foregoing indentue or mortgage, and makes this affidavit on behalf of said Idaho Power Company; that said indentue or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein. Subscribed and sworn to before me this _ day of , 200_ Notary Public, State ofIdaho -18- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) , being first duly sworn, upon oath, deposes and says: that he is an offcer, to wit, an of Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and trstees named in the foregoing indenture or mortgage, and makes this affdavit on behalf of said Deutsche Bank Trust Company Americas; that said indentue or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein. Subscribed and sworn to before me this_day of ,200_ Notary Public, State of New York -19- STATEOFNEWYORK ) ) ss.: COUNTY OF NEW YORK ) STANLEY BURG, being first duly sworn, upon oath, deposes and says: that he is one of the mortgagees and trstees named in the foregoing indentue or mortgage; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein. Stanley Burg Subscribed and sworn to before me this _ day of , 200_ Notary Public, State of New York -20- EXHIBIT 4.16 Exhibit 4.16 IDAHO POWER COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee SUPPLEMENTAL INDENTUR Dated as of TO INENTUR Dated as of August 1, 2001 DEBT SECURTIES SUPPLEMENTAL INDENTURE dated as of made and entered into by and between IDAHO POWER COMPANY, a corporation ofthe State ofIdaho (hereinafter, subject to Aricle XI of the Indenture, called the "Issuer" or the "Company"), having its principal offce at 1221 West Idàho Street, Boise, Idaho 83702-5627, and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), a banking corporation organized and existing under the laws of the State of New York, as Trustee (hereinafter, subject to Aricle VII of the Indenture, called the "Trustee"), having its principal offce at 60 Wall Street, New York, New York 10005, as Trustee under the Indentue for Debt Securties dated as of August 1,2001 executed and delivered by Idaho Power Company. WHEREAS the Indenture dated as of August 1,2001 (herein with all indentues supplemental thereto called the "Indentue"), provides for the issuance of notes, debentues or other evidences of its indebtedness in one or more series (hereinafter called the "Securities"), unlimited in aggregate principal amount; WHEREAS the Indenture provides in Aricle III thereof that, prior to the issuance of Securties of any series, the form of such Securities and the terms applicable to such series shall be established in, or pursuant to, the authority granted in a resolution of the Board of Directors (delivered to the Trustee in the form of a Board Resolution) or established in one or more indentues supplemental thereto; WHEREAS the Issuer desires by this Supplemental Indentue, among other things, to establish the form of the Securities of a series of the Issuer, and to establish the terms applicable to such series, pursuant to Sections 3.1 and 1O.1(e) of the Indenture; WHEREAS the execution and delivery of this Supplemental Indenture by the parties hereto are in all respects authorized by the provisions of the Indentue; and WHEREAS all things necessary have been done to make this Supplemental Indentue a valid agreement of the Issuer, in accordance with its terms. NOW, THEREFORE, THIS WITNSSETH: SUPPLEMENTAL INDENTURE F or and in consideration of the premises, it is mutually covenanted and agreed, as follows: 2 ARTICLE I. Notes, Series_ SECTION 1. The title of the series of the Securities established by this Supplemental Indenture shall be" Notes, Series _' due " of the Issuer (hereinafter called the "Series _ Notes"). The Series _ Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) until the principal amount thereof has been duly paid or provided for in full, at a rate per annum equal to _% and at the same rate per annum on any overdue principal or (to the extent legally enforceable) on any overdue installment of interest (the "Overdue Rate"). SECTION 2. The Series _ Notes shall be limited in aggregate principal amount to $ , and shall be issued substantially in the form set forth in Exhibit A hereto (which is hereby incorporated herein and made a part hereof), subject to changes in the form thereof made by the Issuer and acceptable to the Trustee. The Series Notes shall mature on Interest shall be payable (quarterly) in arrears on the _ day of and (each, an "Interest Payment Date") and at Maturity. If any Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day. If Matuity would otherwise be a day that is not a Business Day, the payment of principal and interest due at Matuity shall be made on the next day that is a Business Day and no interest shall accrue as a result of such delayed payment. Each payment of interest with respect of an Interest Payment Date or at Matuty shall include interest accrued to but excluding such Interest Payment Date or Matuity, as the case may be (an "Interest Period"). Interest on any Series _ Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name such Series _ Note is registered at the close of business on the day of the month next preceding such Interest Payment Date (the "Regular Record Date"). In the case of any Series _ Note issued between a Regular Record Date and the initial Interest Payment Date, interest for the period beginning on the date of issue and ending on the initial Interest Payment Date shall be paid to the person to whom such Series _ Note shall have been originally issued. Notwithstanding the foregoing, any interest that is payable but not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered owner of such Series _ Note on such Regular Record Date, and may be paid to the person in whose name such Series _ Note is registered at the close of business on the Special Record Date established by the Issuer pursuant to Section 3.8 of the Indenture or as otherwise provided in Section 3.8 of the Indenture. Payments of interest on any Series _ Note (other than interest payable at Matuity) wil be made by mailing a check to the Holder at the address of the Holder appearing on the Securties Register on the applicable record date, unless otherwise agreed to by the Issuer. 3 The principal amount thereof and any premium and the interest payable at Matuity wil be paid at Maturity against presentation of a Series Note at the office or agency of the Issuer maintained for that purpose in the Borough of Manhattn, The City of New York, or as otherwise provided in the Indenture. (The Series _ Notes are not redeemable prior to Maturity and the provisions of Aricle XIV of the Indenture are inapplicable.) (The Series _ Notes are not entitled to any sinking fund and the provisions of Aricle XV of the Indentue are inapplicable thereto.) The Series _ Notes are subject to the provisions of Aricle XII of the Indentue, which provide for the satisfaction and discharge of the Indenture under the circumstances and on the conditions set forth therein. SECTION 3. The Series _ Notes may be issued in whole or in part as one or more Global Securities and The Depository Trust Company, or a nominee thereof, shall be the Depository for such Global Security or Global Securities, except in each case as otherwise provided in a Company Order with respect to any Series _ Notes. The Depository for such Global Securty or Global Securties representing Series _ Notes may surender one or more Global Securities representing Series _ Notes in exchange in whole or in part for individual Series _ Notes on such terms as are acceptable to the Issuer and such Depository and otherwise subject to the terms of Section 2.4 of the Indenture. SECTION 4. The Issuer hereby appoints, or confirms the appointment of, Deutsche Bank Trust Company Americas as the initial Trustee, Securities Registrar and Paying Agent, subject to the provisions of the Indenture with respect to resignation, removal and succession, and subject, fuher, to the right of the Issuer to appoint additional agents (including Paying Agents). An Authenticating Agent may be appointed for the Series _ Notes under the circumstances set forth in, and subject to the provisions of, the Indenture. ARTICLE II. Miscellaneous Provisions SECTION 1. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity of this supplemental indentue. The Indentue, as supplemented by this supplemental indenture, is in all respects hereby adopted, ratified and confirmed. SECTION 2. The titles of the several Aricles of this _ Supplemental Indentue shall not be deemed to be any part hereof. SECTION 3. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrment. 4 IN WITNESS WHEREOF, the parties hereto have caused this_ Supplemental Indenture to be duly executed. IDAHO POWER COMPANY By Name: Title: DEUTSCHE BANK TRUST COMPAN AMERICAS By Name: Title: 5 EXHIBIT 5.1 l1 An IOACORP Como.lny Exhíbít 5. i Rex Blackburn Senior Vice President and General Counsel May 12,2010 Idaho Power Company 1221 West Idaho Street Boise, Idaho 83702-5627 Ladies and Gentlemen: I am General Counsel to Idaho Power Company, an Idaho corporation (the . "Company"), and.have acted as such in connection with the preparation and fiing of a registration statement on Form S-3 (the "Registration Statement") which the Company proposes to file on or shortly after the date hereof with the Securities and Exchange Commission (the "Commission") under the Securties Act of 1933, as amended (the "Securities Act"), relating to $500,000,000 in aggregate principal amount of its (i) unsecured debt securties (the "Debentures~') and (ii) first mortgage bonds (the "Bonds", and together with the Debentures, the "Securities"). The,Securtieswil be issued from time to time pursuat to the provisions of Rule 415 under the Securities Act. The Bonds wil be issued in one or more series pursuat to the Indenture of Mortgage and Deed of Trust dated as of October I, 1937, as supplemented by all indentures supplemental thereto (the "First Mortgage Bond Indenture"), between the Company and Deutsche Bank Trust Company Americas (formerly known as Baners Trust Company) andR.G. Page (Stanley Burg, successor individual trstee), as trustees, which is included as an exhibit to the Registration Statement. The Debentures will be issued in one or more series pursuant to a Debt Securties Indentue dated as of August 1,2001 (the "Debenture Indenture") between the Company and Deutsche Ban Trust Company Americas, as trutee, which is included as an exhibit to the Registration Statement. In connection with this opinion, I have examined such corporate records, certificates, documents relating to the Securities and other documents, including resolutions by the Board of Directors of the Company relating to the Registration Statement, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. In such examination, I have assumed the genuineness of aU signatures, the authenticity of aU documents submitted to me as originals, the conformity to the original documents of all documents Idaho Power Company May 12,2010 Page 2 submitted to me as copies and the authenticity of the originals of such latter documents. As to any facts material to my opinion, I have, when relevant facts were not independently established, relied on information obtained from public offcials, offcers of the Company and other sources believed by me to be responsible. Based upon and subject to the foregoing, and subject to the fuher qualifications and limitations expressed below, I am of the opinion that: (l) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Idaho. (2) Assuming that (i) all necessary regulatory authorizations and approvals for the issuance and sale of the Securities shall have been granted and shall continue to be in effect at the time the Securities are issued and sold as contemplated by the Registration Statement, (ii) the Registration Statement and any amendments thereto (including any post-effective amendments) shall have become effective under the Securties Act and shall continue to be effective at the time the Securities are issued and sold as contemplated by the Registration Statement, (iii) the terms of the Securities and of their issuance and sale shall have been duly established in conformity with the provisions of the First Mortgage Bond Indentue or Debenture Indenture, as the case may be, so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governental body having jurisdiction over the Company, (iv) the Securities shall have been duly executed and authenticated in accordance with the provisions of the First Mortgage Bond Indenture or the Debentue Indentue, as the case may be, and issued and sold as contemplated by the Registration Statement and any prospectus supplement with respect to such Securties, (v) the purchase price of the Securities shall have been received by the Company and (vi) all ofthe foregoing actions shall have been taken pursuant to the authority granted in resolutions duly adopted by the Company's Board of Directors, or a duly authorized committee thereof, the Securities will be valid and binding obligations of the Company, subject to applicable bankptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether such principles are considered in a proceeding at law or in equity. I am a member of the Idaho Bar and do not hold myself out as an expert on the laws of any other state. My opinions expressed above are limited to the laws of the State of Idaho and the federal laws of the United States. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me in said Registration Statement and any amendments thereto and in the prospectus constituting a part thereof. Very truly yours, lsI Rex Blackburn Rex Blackbur EXHIBIT 5.2 Exhibit 5.2 DEWEY & LEBoEUF Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, NY 10019-6092 May 12,2010 Idaho Power Company 1221 West Idaho Street Boise, Idaho 83702-5627 Ladies and Gentlemen: We have acted as New York counsel to Idaho Power Company, an Idaho corporation (the "Company"), in connection with the preparation and filing of a registration statement on Form S-3 (the "Registration Statement") which the Company proposes to file on or shortly after the date hereof with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to $500,000,000 in aggregate principal amount of its (i) unsecured debt securties (the "Debentues") and (ii) first mortgage bonds (the "Bonds", and together with the Debentures, the "Securities"). The Securities wil be issued from time to time pursuant to the provisions of Rule 415 under the Securities Act. The Bonds wil be issued in one or more series pursuant to the Indentue of Mortgage and Deed of Trust dated as of October 1, 1937, as supplemented by all indentues supplemental thereto (the "First Mortgage Bond Indenture"), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page (Stanley Burg, successor individual trustee), as trustees, which is included as an exhibit to the Registration Statement. The Debentues wil be issued in one or more series pursuant to a Debt Securties Indentue dated as of August 1, 2001 (the "Debenture Indenture") between the Company and Deutsche Bank Trust Company Americas, as trstee, which is included as an exhibit to the Registration Statement. In connection with this opinion, we have examined such corporate records, certificates, documents relating to the Securities and other documents, including resolutions by the Board of Directors of the Company relating to the Registration Statement, and such questions of law, as we have considered necessary or appropriate for the puroses of this opinion. In such NEW YORK I LONDON MULTINATIONAL PARTNERSHIP I WASHINGTON, DC ALBANY I ALMATY I BEIJING I BOSTON I BRUSSELS I CHICAGO I DOHA I DUBAI FRANKFURT I HONG KONG I HOUSTON I JOHANNESBURG (PTY) LTD. I Los ANGELES I MADRID I MILAN I Moscow PARIS MULTINATIONAL PARTNERSHIP I RIYADH AFFILIATED OFFICE I ROME I SAN FRANCISCO I SILICON VALLEY I WARSAW Idaho Power Company May 12,2010 Page 2 examination, we have assumed the genuineness of all signatues, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied on information obtained from public officials, offcers of the Company and other sources believed by us to be responsible. Based upon and subject to the foregoing, and subject to the fuher qualifications and limitations expressed below, we are of the opinion that: Assuming that (i) all necessary regulatory authorizations and approvals for the issuance and sale of the Securties shall have been granted and shall continue to be in effect at the time the Securities are issued and sold as contemplated by the Registration Statement, (ii) the Registration Statement and any amendments thereto (including any post-effective amendments) shall have become effective under the Securities Act and shall continue to be effective at the time the Securities are issued and sold as contemplated by the Registration Statement, (iii) the terms of the Securities and of their issuance and sale shall have been duly established in conformity with the provisions of the First Mortgage Bond Indentue or Debenture Indenture, as the case may be, so as not to violate any applicable law or result in a default under or breach of any agreement or instrment binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governental body having jurisdiction over the Company, (iv) the Securities shall have been duly executed and authenticated in accordance with the provisions of the First Mortgage Bond Indenture or the Debenture Indentue, as the case may be, and issued and sold as contemplated by the Registration Statement and any prospectus supplement with respect to such Securities, (v) the purchase price of the Securities shall have been received by the Company and (vi) all ofthe foregoing actions shall have been taken pursuant to the authority granted in resolutions duly adopted by the Company's Board of Directors, or a duly authorized committee thereof, the Securities wil be valid and binding obligations of the Company, subject to applicable bankptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether such principles are considered in a proceeding at law or in equity. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States. Insofar as this opinion involves matters of the law of the State of Idaho, we have relied upon an opinion of even date herewith addressed to you by Rex Blackburn, Senior Vice President and General Counsel of the Company. We are not passing upon questions of the recording of, or the validity or priority of the lien of, the mortgage securing the Bonds. We hereby consent to the fiing of this opinion as an exhibit to the Registration Statement and to the references to our firm contained therein under the caption "Legal Matters" Idaho Power Company May 12,2010 Page 3 in said Registration Statement and any amendments thereto and in the prospectus constituting a part thereof. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very trly yours, lsI Dewey & LeBoeuf LLP EXHIBIT 12 Ex h i b i t 1 2 Id a h o P o w e r C o m p a n y Co n s o l i d a t e d F i n a n c i a l I n f o r m a t i o n Ra t i o o f E a r n i n g s t o F i x e d C h a r g e s a n d S u p p l e m e n t a l R a t i o o f E a r n i n g s t o F i x e d C h a r g e s (T h o u s a n d s o f D o l l a r s ) Th r e e M o n t h s En d e d T w e l v e M o n t h s E n d e d Ma r c h 3 1 , D e c e m b e r 3 1 , 20 1 0 2 0 0 9 2 0 0 8 2 0 0 7 2 0 0 6 2 0 0 5 RA T I O O F E A R N I N G S T O F I X E D C H A R G E S Ea r i n g s , a s d e f i n e d : In c o m e f r o m c o n t i n u i n g o p e r a t i o n s b e f o r e i n c o m e t a x e s $ Ad j u s t f o r d i s t r i b u t e d in c o m e o f e q u i t y i n v e s t e e s Fi x e d c h a r g e s , a s b e l o w To t a l e a r i n g s , a s d e f i n e d $ Fi x e d c h a r g e s , a s d e f i n e d : In t e r e s t c h a r g e s ! $ Re n t a l i n t e r e s t f a c t o r To t a l f i x e d c h a r g e s , a s d e f i n e d $ Ra t i o o f e a r i n g s t o f i x e d c h a r g e s 20 , 5 2 7 $ 15 8 , 0 8 0 $ 13 1 , 7 1 5 $ 11 1 , 9 6 5 $ 13 7 , 8 9 0 $ 11 5 , 7 6 4 (3 4 8 ) 2, 4 6 4 (6 , 7 7 2 ) (5 , 5 5 3 ) (9 , 3 4 7 ) (1 0 , 3 7 0 ) 20 , 5 5 0 78 , 5 4 3 77 , 5 6 8 68 , 2 7 2 60 , 6 8 7 57 , 7 3 9 40 , 7 2 9 $ 23 9 , 0 8 7 $ 20 2 , 5 1 1 $ 17 4 , 6 8 4 $ 18 9 , 2 3 0 $ 16 3 , 1 3 3 20 , 2 9 5 $ 77 , 5 8 0 $ 76 , 7 1 1 $ 67 , 3 8 6 $ 59 , 9 5 5 $ 56 , 8 6 6 25 5 96 3 85 7 88 6 73 2 87 3 20 , 5 5 0 $ 78 , 5 4 3 $ 77 , 5 6 8 $ 68 , 2 7 2 $ 60 , 6 8 7 $ 57 , 7 3 9 1. 9 8 x 3,0 4 x 2. 6 1 x 2. 5 6 x 3. 1 2 x 2. 8 3 x SU P P L E M E N T A L R A T I O O F E A R N I N G S T O F I X E D C H A R G E S Ea r i n g s , a s d e f i n e d : In c o m e f r o m c o n t i n u i n g o p e r a t i o n s b e f o r e i n c o m e t a x e s $ 20 , 5 2 7 $ 15 8 , 0 8 0 $ 13 1 , 7 1 5 $ I I 1 , 9 6 5 $ 13 7 , 8 9 0 $ 11 5 , 7 6 4 Ad j u s t f o r d i s t r i b u t e d i n c o m e o f e q u i t y i n v e s t e e s (3 4 8 ) 2, 4 6 4 (6 , 7 7 2 ) (5 , 5 5 3 ) (9 , 3 4 7 ) (1 0 , 3 7 0 ) Su p p l e m e n t a l f i x e d c h a r g e s , a s b e l o w 20 , 8 7 7 80 , 0 2 8 79 , 3 5 8 70 , 0 2 4 62 , 4 6 3 59 , 3 5 1 To t a l e a r n i n g s , a s d e f i n e d $ 41 , 0 5 6 $ 24 0 , 5 7 2 $ 20 4 , 3 0 1 $ 17 6 , 4 3 6 $ 19 1 , 0 0 6 $ 16 4 , 7 4 5 Su p p l e m e n t a l f i x e d c h a r g e s : In t e r e s t c h a r g e s l $ 20 , 2 9 5 $ 77 , 5 8 0 $ 76 , 7 1 1 $ 67 , 3 8 6 $ 59 , 9 5 5 $ 56 , 8 6 6 Re n t a l i n t e r e s t f a c t o r 25 5 96 3 85 7 88 6 73 2 87 3 Su p p l e m e n t a l i n c r e m e n t t o f i x e d c h a r g e s 2 32 7 1, 4 8 5 1, 7 9 0 1, 7 5 2 1, 7 7 6 1, 6 1 2 To t a l s u p p l e m e n t a l f i x e d c h a r g e s $ 20 , 8 7 7 $ 80 , 0 2 8 $ 79 , 3 5 8 $ 70 , 0 2 4 $ 62 , 4 6 3 $ 59 , 3 5 1 Su p p l e m e n t a l r a t i o o f e a r i n g s t o f i x e d c h a r g e s 1. 9 7 x 3, 0 1 x 2. 5 7 x 2. 5 2 x 3. 0 6 x 2. 7 8 x 1 F I N 4 8 i n t e r e s t i s n o t i n c l u d e d i n i n t e r e s t c h a r g e s . i E x p l a n a t i o n o f i n c r e m e n t - I n t e r e s t o n t h e g u a r a n t y o f A m e r i c a n F a l l s R e s e r v o i r D i s t r i c t b o n d s a n d M i l n e r D a m , I n c . n o t e s w h i c h a r e a l r e a d y i n c l u d e d i n o p e r a t i o n e x p e n s e s . EXHIBIT 15 Deloitte'l Deloitte & Touche LLP Suite 1700 101 South Capitol Boulevard Boise, 1083702-7717 USA Tel: +12083429361 ww.deloitte.coin EXHIBIT 15 May 12,2010 Idaho Power Company 1221 West Idaho Street Boise, ID 83702 We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information ofldaho Power Company and subsidiar for the thre-month periods ended March 31,2010 and 2009, and have issued our report dated May 6, 2010. As indicated in such report, because we did not pedorm an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 1o- for the quarer ended March 31, 20 i 0, is being incorporated by reference in this Registration Statement. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 1 i of that Act. /s/DELOITTE & TOUCHE LLP Member of Deloitte Touche Tohmatsu EXHIBIT 23 'D.eloitt'e l Deloitte 8i Touche LLP Suite 1100 101 South C.ipitol Boulevard Iloise, 1083702-"117 USA r,~i: + I 208 342 9361 www.deloitte.r.om EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated Februar 23, 2010, relating to the consolidated financial statements and tinancial statement schedule of Idaho Power Company and subsidiary (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of guidance for accounting for uncertainty in income taxes), and the effectiveness of Idaho Power Company's internal control over financial reporting, appearing in the Annual Report on Form 10-K of Idaho Power Company for the year ended December 31, 2009, and to the reference to us under the heading "Expert" in the Prospectus, which is par of thisRegistration Statement. /s/Deloitte & Touche LLP Boise, Idaho May 12,2010 M,'nih"r of I),,/oitte Touche r ohm.aslJ EXHIBIT 25.1 Exhibit 25.i UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORMT-l STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b )(2)( ) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trstee as specified in its charter) NEW YORK (Junsdiction oflncorporation or organization if not a U.S. national bank) 13-4941247 (I.R.S. Employer Identification no.) 60 WALL STREET NEW YORK, NEW YORK (Address of principal executive offces) 10005 (Zip Code) Deutsche Bank Trust Company Americas Attention: Lynne Malina Legal Department 60 Wall Street, 37th Floor New York, New York 10005 (212) 250-0677 (Name, address and telephone number of agent for service) IDAHO POWER COMPANY (Exact name of obligor as specified in its charter) IDAHO (State or other jurisdiction of incorporation or organization) 82-0130980 (IRS Employer Identification No.) 1221 West Idaho Street Boise, Idaho 83702-5627 (208) 388-2200 (Address and telephone number ofregistrants principal executive offces) First Mortgage Bonds (Title ofthe Indenture securities) Item 1. Item 2. Items 3. -15. Item 16. General Information. Furish the following information as to the trstee. (a) Name and address of each examining or supervising authority to which it is subject.Name Address Federal Reserve Bank (2nd Distrct) Federal Deposit Insurance Corporation New York State Banking Departent New York, NY Washington, D.C. Albany, NY (b) Whether it is authorized to exercise corporate trst powers. Yes, Affiiations with Obligor. None. If the obligor is an affiiate of the Trustee, describe each such affliation. Not Applicable To the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. List of Exhibits. Exhibit 1- Exhibit 2- Exhibit 3- Exhibit 4 - Exhibit 5- Restated Organization Certificate of Baners Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25,1998, Certificate of Amendment of the Organization Certificate of Baners Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27,2002 - Incorporated herein by reference to Exhibit 1 fied with Form T-l Statement, Registration No, 333-157637-01. Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 fied with Form T-l Statement, Registration No. 333- 157637-01. Authorization of the Trustee to exercise corporate trst powers - Incorporated herein by reference to Exhibit 3 fied with Form T -1 Statement, Registration No. 333-157637-01. Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15,2002. Incorporated herein by reference to Exhibit 4 fied with Form T-l Statement, Registration No. 333-157637-01. Not applicable, Exhibit 6- Exhibit 7 '" Exhibit 8- Exhibit 9- Consent of Bankers Trust Company required by Section 321(b) of the Act. Incorporated herein by reference to Exhibit 6 fied with Form T"l Statement, Registration No. 333-157637-01. The latest report of condition of Deutsche Bank Trust Company Americas dated as of December 31, 2009. Copy attached. Not Applicable. Not Applicable. SIGNATURE Pursuantto the requirements of the Trust Indenture Act of 1939, as amended, the trstee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 11th day of May, 2010. DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Carol Ng Carol Ng Vice President DE BI TRUS COAIY AMERICA i. Tit of Ba JER CI Ci lOst FDC Ce Nu 0023 Ff031 l'RC-l I 13 07311-391 ZlpCl Consolidate Repo of Condit for Insured Commercl and StateCharted Saings Banks for Deber 31, 2009 Al scheule are to be re in ttisof dola. Unle ot indiced, rert th amount outsndin as of th las buSi day of th quar. Schedule RC-Blanc Sheet DOlar Amnt in 1h La 1.b ASSETS 1. ca arili du frm de inns (fr SCule RC -A): a. Noeæ-!: baan an rumi an coin (1)b. Ineæ-!: baes (2) 2. seuri: a. He~ma se (fr Sd RC-B, roum A) b. A~-s se (fr Schele RC-B, colum D) 3. Fe fu so an se purcl i. ag to re: a. Fe fu so in do ofces 2.a 2.b 3.a b. Se pun: i. ag to re (3) 4, Li an le fiiireeíali (fr SCheul RC.q:a. Li an le he fo sa b. Lons an le, ne of.lN inoc. lE: AI!o fo lon arile las d. Lons an le, ne oflN ino an alnc (it 4.b mi 4£) 5. Trang ~ (fr SCule RC-D)6. Prei an fixe ~ (incud cala le) 7. Ot re es ow (fr Sdle RC-M)B. 1n in lmidte Slari an asia coes 9. Dire and indre inv in re es vetuli. Inibl ~:a. Gol b. Ot iiingib ~ (fr Sáuie RC-M) 11. Ot ~ (from Sdle RC-f 12. Tot~ (su of it 1 ti 11) 3.b 4.a 4.b 4,c 4.d 5 (; 7 8 9 316 0426 216. 217l o 10,a 59,00 lI.b 5.4200 11 45,112,00 12 (1) Incud ca it ir pres of rolen ari u:ed de. (2) Incud lime ær of de no he fo tr.(3) Inud all seuri res ag in do ari foof rerdies of ma. DEE BA TRUS COAN AMCA Le TIle of Ba FDIC Ceca Ni 00 Scheule RC--nued UALlnES 13. De: a In do oIæs (su of to of roi. A an C fr SCe RC-E. pa I) (1) Nonin-lring (1) (2) lnei-lríngb. Ii forig ofes, Ed an .t ~, an IBF (Iim SC RC-£, pa II) (1) NOIin-lring(2) Int-bng14. Fe fund pu an se so und ag to re: a. Fe fu purcl in do ofes (2) Dor Am in Th O. 5e so un ag to rerch 15. Traing li (fr Sfu!e RC-o)16, ot bo I' (includ mo ìnd an obig und ca le) (fr SCle RC-M) 17, an 18. No apiGbf 19. Sunate no an de (4) 20. ot liabíit (fr SC RC-G) 21, Totllia1it (su of it 13 thh 21) 2.2. No apica EQU CAITAl 8anltEquity captl 23. Pe! ¡i stk an relate sur¡us24. Co st 25. SUus (e:ud aI! suus re to pr st) 26. a. Rene ea O. Acruula ot com ìnme (5)c. ot eq ca com (6) 27. a. Tot ba equi cal (sum of ft 23 thh 26.c) b. Noli (mity) inte in consolidted sues 2& Tot eqcal (_nof ft 27.aan27.b) 2.9. Tot lialit an equi ca (sm of items 21 aiid 28) Menda Tll be re wi l: Ma Re of Cotion 1. Ine in th box at th ri th nu of th si ii th be de th mo compreh le of auit wo pe fu th ba by indt exlau il of any da ib 20 1 = ~ aud of tl bo couc in acar wi gelN ~ aud ~ by a cer pubfi aa00 fiim wh 0l . rep on tl bakZ = ~ aud of tl bo'. im hong ~y couc ,inoo wi generall ~ audng ~ by. ær pu acng fu whic 0l a rep m tl cmoo li c_(bu not"" tl bank~):' ~ _tim bo mani'._ mtl ~oftl bo'. --i ai .,' ~ re by a cer publ ac fu. To be re wi l: Ma Re of COon.2.. Ba's fi yeN! da (1) lnud 1l de i: an nonin-lríng ti and Sif' de(2) Re iwt Feal Ho lo Bak adanes in Scle RC it 16, "O IiI' mo."(3) lnud aii seuriti re agee Ìl do an forei ofes reg of mari. (4) lnud !ìmiìf pr st an re suus(5) lnud ne urliz /doing ga (los) on avit-s se. accula ne gans (la) OI Gl. i\ lies, ci. fo ai tr ad an minim peion lilit adus. (ti) lnud trea stoc an unrn Em st 0w Pl s! 38il 320 389 362 B5 Al3 32030 GHl533 15000 2,121,00 581,00 4,57700 3500 o 1l,1ll6oo 4f,00 9,130,00 451,00 29 ~Nu NlA 4 = ~'_mi_ oftl bank c-.ined in ocdl wige ~ auding st by. cei pu acnt firm (may be ""ed by stle clo ..-tv) 5 = ~'__ oftl bo pe by o!'.. at (ma be ""ed by _ chait auj 6 = Re oftl bank'. fi_l_ by.. at 7 = Copiat oftl bak'. fi!1ia _ by.. auit S = 0I aud I'r""ei:Iu..,. (""Wng ta ~ _it) 9 ~ No .. aud wo ~hI/DO NlA FF031 Pa RC-2 I 14 13.a 13a.1 13.a.2 13,\: 13.11.1 13,0.2 14.a H.b 15 16 19 20 21 23 24 25 26.a 26.\: 26.c 27.a 27.l 2i Iiu I M.2 EXHIBIT 25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHAGE COMMISSION WASHINGTON, D.C. 20549 FORMT-l STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)( 1 DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trstee as specified in its charter) NEW YORK (Junsdiction ofIncorporation or organization if not a U.S. national bank) 13-4941247 (I.R.S. Employer Identification no.) 60 WALL STREET NEW YORK, NEW YORK (Address of principal executive offces) 10005 (Zip Code) Deutsche Bank Trust Company Americas Attention: Lynne Malina Legal Department 60 Wall Street, 37'. Floor New York, New York 10005 (212) 250-0677 (Name, address and telephone number of agent for service) IDAHO POWER COMPANY (Exact name of obligor as specified in its charer) IDAHO (State or other junsdiction of incorporation or organization) 82-0130980 (IRS Employer Identification No.) 1221 West Idaho Street Boise, Idaho 83702-5627 (208) 388-2200 (Address and telephone number ofregistrants principal executive offces) Debt Securities (Title ofthe Indenture securities) Item 1. General Information. Item 2. Items 3. -15. Item 16. Furish the following information as to the trstee. (a) Name and address of each examining or supervising authority to which it is subject.Name Address Federal Reserve Bank (2nd District) Federal Deposit Insurance Corporation New York State Banking Departent New York, NY Washington, D.C. Albany, NY (b) Whether it is authorized to exercise corporate trst powers. Yes. AfIliations with Obligor. If the obligor is an affiiate of the Trustee, describe each such affliation. None. Not Applicable To the best of the Trustee's knowledge, the obligor is not in default under any Indentue for which the Trustee acts as Trustee. List of Exhibits. Exhibit 1-Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25,1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Baners Trust Company dated February 27,2002 - Incorporated herein by reference to Exhibit 1 fied with Form T-l Statement, Registration No. 333-157637-01. Exhibit 2-Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 fied with Form T-l Statement, Registration No. 333- 157637-01. Exhibit 3-Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 fied with Form T -1 Statement, Registration No. 333-157637-01. Exhibit 4 -Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002. Incorporated herein by reference to Exhibit 4 fied with Form T-l Statement, Registration No. 333-157637-01. Exhibit 5-Not applicable. Exhibit 6- Exhibit 7- Exhibit 8- Exhibit 9- Consent of Bankers Trust Company required by Section 32l(b) of the Act. Incorporated herein by reference to Exhibit 6 fied with Form T-l Statement, Registration No. 333-157637-01. The latest report of condition of Deutsche Ban Trust Company Americas dated as of December 31, 2009. Copy attched, Not Applicable, Not Applicable. SIGNATURE Pursuant to the requirements of the Trust Indentue Act of 1939, as amended, the trstee, Deutsche Ban Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 11th day of May, 2010. DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Carol Ng Carol Ng Vice President DESC BA TRUS COAIV AMCA i. Ti of Ba JERSCI Ci NJst FDC ceca Nu 003 ffECIl1 Pa RC-1 I 13 07311-391 Zip Co Cosoidate Report of Conditon for Insured Commecil and State-Chart Saings Banks for Decber 31, 2009 Al scheule ar to be rep in tIs of dolla. Unles otis irnícted, re l: amont outsing as of the la bu day of l: qu, Scheule RC-Blance Shee Dolar Ai in Th 1.a 1.0 ASETS 1. c: and ba du frm de iri (fr Sàule RC-A): a. Nonter-li baanes an cum! and coin (1) O. In_~li ba (2) i. SeunL: ii HeilHlrma seUI (fr Sd RC-B, aiumn A) b. Avafo-s senL (frSd RC-B, mlumn D)3. Fe fu so an se purc un ag lD æs:ii Fe fu so in do ofce i.a i.b 3.a b. Se pui: un ag lD æs (3) 4, lo and íe fìnari reeiabl (fr SChe RC-C):ii lo an le he fo sa b. lons and le, ne of I. íll c. lE: A1lo fo lon and íe los do lons and le, ne ofLKme ill an ale (it 4.0 mí 4.c) S. Traing as (fr Sàul RC-I)) 6. Prem an fìxe as (iriOO ca le) 7. 00 re es ow (fr Sdle RC-M) a In Íf ~ suiai an asía cll 9. Dire am indre invme in mal esat vere 10. Irili as:ii Go! b. 00 int as (fr Sd RC ,to) 11. 00 as (from SChe RC-Fl 12. Tot as (su of it 1 tI 11) 3..0 4.a 4,b 4,c 4.d 5 (; 7 ß 9 3163 0426 216D 2170 o Ul.a 59,00 l(l.b 54200 11 45,112,00 12 (1 1 Iriud ca item in pres of mln and tioo de. (2) Inud time c~ of i: no he fo tr. (3) Inud ¡¡ seiilíes rESle ag in do and fo~.oi ierc of mati. DESCE BA TRUS COAN AMERCA l. Tite of Ba FDIC ceca Numb 00 Scheule RC-cnued lILITIES 13, De: a. In di ofce (su of to of column It an. C frm Sie RC-E, pa I) (1) Noiiini-hring (1) (2) Imeæ-bngb. In fo ofes Ed anl\ suiart, an IBF (fr 5d IK-E, pa lI ( 1) Noiles-hring (2) Inteæ-bng14. !' fund ¡: an se so un agree to reha: a. !' fu purdi in domec ofes (2) Dolar Am in Th ~. !' O. 5e so un ~ to radl (3) 15. Tiairi libi (fr Scule RC-o)16. ot boro ro (inud mi i~ and oIig und care le) (f 5d RC-M) 17. and lB. No apicabl19. Sina no an de (4) 20. ot lia (fr Sd RC-G) 21. Totilíait (su of mn 13 tI 20) 22. No apbl EQU CAITAl Bank Equit captal 23. Peal.pæ st an JealE surplus24, CoIl st 25. SUl'us (excl all si æ! to pæ st) 26 a. Rened ea b. Aaulaed dt com ini: (5) c. ot eqìty capital c:ts (6) 27. a. TÐl ba equit cal (SUIl of it 23 thro 26.c)b. Noling (mity) ii in consolidted su 28 Totl eqca (Slof items 27.aan 27.b) 29. Tot liait an eq capi (Sl of items 21 and 28) Memoand To be re wi th Ma Re of Coon 1. Ine in th box at th light th nu of th st ii tht li de thmo ci:el le of au wo pe fo th ba by indt ~ ~ !'æd as of an da Wi 20 IE NfA1 = ~ aud of tl ba.cr '" aaoc wi gen '! = il' __ of tl ba crn '" acro wi.~ .ud ~ by a cer publ ao fi ge ~ audi ~ by . ce pu wh ..bm a rep on tl bak ",counti rum (ma be reuired by _ ~ auty.. = ¡~ aud of tl ba. paret hong c~ couc In S = DW~' _mi_ of tl ba pe by.æh ex acda wi ge ~ .udng ~ 'by a cer aud ,may be re by_ ~ all) pu ao fi whic .. a re 00 tl cCl 6 = _ of tl .benk's fì! .- by ex au hong roy (bu no on tl ba ~l 7 = 0: of tl ba. fi..ncIaI_en by ex au3 = _ 00 ba~t. _ootl ~oftl ba. s = a! au ¡J_(_ibdíng ta I'...pa- "") I~ coo ov fí re by. ce publ aaoo firm 9 = No ex aud "" To i. re wi th Ma Re of Coon 2. Bas fi ye-e da (1) Inud to de de an nr-ling time an sang de. (2) Rellt Feal Ho lo Bak adanes in Sdle RC il 16, "O boro ro." (3) 1rud all seurties re ~ iii di and fo ii regle el ma. (4) Inud 1¡miife pref stk an Jeat suus.(S) Ir ne urliæ lrng gain (los) on allilar-sale se acci ne ga (lo) on ca I1 he, ruatM fugr o. tr adus, an mirn pe lilit acus. (6) 1rud tr st an une Empl St Ow¡i Plan shre 38 3230 389 362a5 1;13 32030 Gl05:3 15000 2,127,00 537,00 4,57,00 3500 o 11,82600 40.00 9,230,00 45ll2,OO ~II ¡ DD NlA FHll1 Pa RC-2 I 14 13.a 13a.l 13.a.2 13.0 13b.l 130.2 14.a 14.b 15 16 19 20 21 23 24 25 26.a 26.0 26,,= 27.a 27.b 2B 29 I 1".1 I 1".2 EXHIBIT 25.3 Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION \V ASHINGTON, D.C. 20549 FORMT-2 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICA nON TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b )(2) r ) STANLEY BURG (Name of Trustee) 60 WALL STREET NEW YORK, NEW YORK (Business address, street, city and state) 10005 (Zip Code) IDAHO POWER COMPANY (Exact name of obligor as specified in its charter) IDAHO (State or other jurisdiction of incorporation or organization) 82-0130980 (IRS Employer Identification no.) 1221 West Idaho Street Boise, Idaho 83702-5627 (208) 388-2200 (Address and telephone number ofregistrants principal executive offices) First Mortgage Bonds (Title of the indenture securities) Item 1.Affliations with Obligor. If the obligor is an affiiate of the trstee, describe each affiiation. None. Items2.-IO.Not Applicable. Item 11.List of Exhibits. List below all exhibits fied as part of this statement of eligibilty. None. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, I, Stanley Burg, have signed this statement of eligibility in The City of New York and State of New York, on the 11th day of May, 2010. By: /s/ Stanley Burg Stanley Burg (SIGNATURE OF TRUSTEE)