20220725Informational Filing .pdf

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JanNoriyuki
Commission Secretary
Idaho hrblic Utilities Commission
P.O. Box 83720
Boise,ID 83720-0074
luly?5,?.022
Re:In the Mattcr of Idaho Power Company's Application
for Aufhority to Issue and Sell up to $1,200,000,000
of First Mortgage Bonds and Debt Securities
Caso No. IPC-E-22-14 - Informational Filing
Dear Ms. Noriyuki:
Enclosed hcrsrlrith for filing with the Commission in the above rcfereoced sesurities
issuance Case are the following docrmeots:
1. Fo,rm S-3 Regisfiation Staternent
2. Prospectus Supplemmt
3. Selling Agency Agree,me,nt
4. 506 Supplemeotal Indeirture
These documents are provided as an information filing only in this Casc as conterrplated
in Idaho Power's original application.
Please fecl free to contact me [e-mail] ot [phone] if you
slrould have any questions reprding this informational filing.
Pafrick
lur]il
P.O. hx 70 Bolsc,ID E3707
Tdelrtonc Q0t) 3tt-287E, Fu Q0E) 3E&6936
IDAHO POWER COMPANY
lPc-E-22-14
ATTAGHMENT 1
IDAHO POWER COMPANY
IPC-E-22-14
ATTACHMENT 2
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-264984
PROSPECTUS SUPPLEMENT
To Prospectus dated May 16, 2022
Idaho Power Company
First Mortgage Bonds,
Secured Medium-Term Notes, Series M
This prospectus supplement may be used to offer and sell the notes only if accompanied by the accompanying prospectus.
Idaho Power Company may use this prospectus supplement to offer from time to time its first mortgage bonds, secured medium-term notes, series M.
Terms of Sale
The following terms may apply to the notes which we may sell at one or more times. We will include final terms for each note you purchase in a pricing
supplement.

• Mature 1 year or more from date of issue

• Fixed interest rate

• Interest payable on March 1 and September 1

• Held in book-entry form by The Depository Trust Company

• Settlement in immediately available funds

• May be subject to mandatory redemption or redemption at our option

• Minimum denominations of $1,000 increased in multiples of $1,000
Investing in our securities involves risks. You should carefully consider the risk factors that we have disclosed in our public filings under the
Securities Exchange Act of 1934, as amended, before purchasing the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or
determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
We may sell the notes directly or indirectly through one or more agents or dealers, including the agents listed below. The agents are not required to sell
any specified number or amount of notes. The agents will use their reasonable best efforts to sell the notes offered.
BofA Securities
J.P. Morgan
KeyBanc Capital Markets
MUFG
US Bancorp
Wells Fargo Securities
Prospectus Supplement dated June 30, 2022
We take responsibility only for the information contained in this prospectus supplement and the accompanying prospectus and any pricing supplement,
including the information that we incorporate by reference, and any free writing prospectus that we prepare and distribute. We have not, and the agents
have not, authorized any other person to provide you with any other information, and we and the agents take no responsibility for any other information
that others may give you. The information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and
any applicable pricing supplement is accurate only as of its respective date, regardless of the time of delivery of such document or any sale of the
securities offered hereunder. We are not making an offer of these notes in any state where the offer is not permitted.

TABLE OF CONTENTS
Prospectus Supplement

Page
Description of the Notes S-1
Supplemental Plan of Distribution S-3
Certain United States Federal Income Tax Considerations S-5
Prospectus

About this Prospectus 1
Risk Factors 2
Cautionary Note Regarding Forward-Looking Statements 3
About Idaho Power Company 6
Description of First Mortgage Bonds 7
Description of Debt Securities 12
Book-Entry System 18
Use of Proceeds 20
Plan of Distribution 21
Incorporation of Certain Information by Reference 22
Where You Can Find More Information 23
Legal Matters 24
Experts 24

S-i
DESCRIPTION OF THE NOTES
General
We are issuing these notes as part of a series of first mortgage bonds under our Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, as
amended and supplemented. You should read the following information, which summarizes certain terms of the notes, in conjunction with the general
terms and conditions of the notes and the indenture described under “Description of First Mortgage Bonds” in the accompanying prospectus.
We may offer these notes in any combination in one or more offerings up to an aggregate principal amount of $1,200,000,000. For each note we offer
and sell, we will prepare a pricing supplement to this prospectus supplement and the accompanying prospectus. The pricing supplement will include the
specific terms of the note to which it relates and may include modifications of or additions to the more general terms described in this prospectus
supplement and the accompanying prospectus.
The pricing supplement relating to a note will contain the following important information:

• purchase price of the notes, which may be a percentage of the aggregate principal amount

• issue date

• maturity date

• interest rate

• interest accrual date

• redemption provisions, if any, and

• other material terms not inconsistent with the indenture.
The following information applies to the notes that we are offering, unless we specify otherwise in the pricing supplement.
Except as discussed under “Book-Entry System” in the accompanying prospectus, each note will be in book-entry form and not certificated form. The
initial depository for book-entry notes will be The Depository Trust Company.
You may buy the notes in denominations of $1,000 or any larger amount equally divisible by $1,000.
Unless we specify otherwise in a pricing supplement and make additional related disclosure, we will not offer the notes to holders that are not either
United States holders (as defined under “Certain United States Federal Income Tax Considerations” below) or partnerships formed under the laws of the
United States.
Interest and Payment on the Notes
Each note will bear interest at a fixed rate stated on the face of the note. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. We will make interest payments to noteholders on March 1 and September 1 of each year or on the interest payment dates specified in the
pricing supplement, and at maturity or upon earlier redemption.
If any interest payment date, redemption date or maturity date does not fall upon a business day, we will make the payment on the next business day. A
business day is any day, other than a Saturday or Sunday, on which banks in The City of New York are not required or authorized by law to close. If we
pay or provide for payment on the next business day, no interest will accrue on those amounts for the period from and after the interest payment date,
redemption date or maturity date, as the case may be, to the next business day.

S-1
We will make payments of principal, premium, if any, and interest in respect of the notes in immediately available funds. We will make payments on
book-entry notes to Cede & Co., the partnership nominee of The Depository Trust Company.
The record date for the March 1 payment will be February 15, and the record date for the September 1 payment will be August 15. If we change the
interest payment dates, we will indicate in the pricing supplement the new record dates. In order to receive interest payments on a note, you must hold
the note on the applicable record date, whether or not the record date is a business day. We will begin paying interest on the first interest payment date
after the notes have been issued, provided that the notes are issued before the applicable record date.
Redemption of the Notes
The notes may be subject to redemption, either mandatory or at our option, before they mature. The pricing supplement will indicate whether or not a
note is subject to redemption and the terms of redemption, if any. If we decide to redeem the notes, you will receive at least 30 days’ notice.
Tax Defeasance
Under current United States federal income tax law, defeasance under the indenture should be treated as a taxable exchange of the notes to be defeased
for an interest in the defeasance trust. Accordingly, you would recognize gain or loss equal to the difference between your cost or other tax basis of the
notes and the fair market value of your interest in the defeasance trust. In addition, you might also thereafter be required to include in income your share
of the income, gain or loss of the defeasance trust, which could be a different amount and includible in income at different times than would be the case
in the absence of defeasance under the indenture. You should consult your own tax advisors as to the specific potential consequences to you of
defeasance under the indenture.

S-2
SUPPLEMENTAL PLAN OF DISTRIBUTION
We are offering the notes on a continuing basis through the agents listed on the cover, each of which has agreed to use to its reasonable best efforts to
solicit purchases of the notes.
We have the right to accept offers to purchase notes and may reject any offer to purchase notes. The agents may also reject any offer to purchase notes.
We will pay the agents a commission on any notes sold through the agents. Unless otherwise specified in the pricing supplement, the commission will
range from 0.150% to 0.875% of the principal amount of the notes depending on the maturity of the notes.
We may also sell notes to the agents who will purchase the notes as principal for their own accounts. Any such sale will be made at a discount to be
agreed upon at the time of sale. Any notes the agents purchase as principal may be resold at a fixed public offering price, the market price or other prices
determined by the agents at the time of resale.
The agents may resell any notes they purchase as principal to other brokers or dealers at a discount which may include all or part of the discount the
agents received from us. Unless the applicable pricing supplement states otherwise, the agents will purchase the notes, as principal, at a price equal to
100% of the principal amount less a discount that equals the applicable commission on an agency sale of notes of the same maturity.
We may also sell notes directly to investors on our own behalf in those jurisdictions where we are authorized to do so. We will not pay any commissions
on sales made directly by us.
We may sell notes through agents other than the agents listed on the cover, subject to conditions described in the selling agency agreement that we have
entered into with the agents listed on the cover. The commission applicable to agency sales through any other agents will be the same as that applicable
to agency sales through the agents listed on the cover.
The agents, whether acting as agent or as principal, may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended.
We have agreed to indemnify each agent against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments
made in respect of such liabilities. We have also agreed to reimburse the agents for certain of their expenses, including the reasonable fees and expenses
of their counsel.
The agents may sell to dealers who may resell to investors and the agents may pay all or part of the discount or commission they receive from us to the
dealers. Such dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933. Any discounts or commissions that an agent
receives in purchasing a note as principal and reselling such note, and any profit on the resale of such note by the agent, may be deemed to be
underwriters’ discounts or commissions under the Securities Act of 1933.
Payment of the purchase price of the notes must be made in immediately available funds.
The notes are a new issue of securities with no established trading market and will not be listed on a securities exchange. The agents have advised us
that they intend to establish a trading market for the notes. However, the agents are not obligated to do so and may discontinue any market making at
any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.
In connection with the offering, the agents may purchase and sell notes in the open market. These transactions may include short sales, stabilizing
transactions and purchases to cover positions created by short sales. Short sales involve the sale by the agents of a greater number of notes than they are
required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a
decline in the market price of the notes while the offering is in progress.

S-3
The agents also may impose a penalty bid. This occurs when a particular agent repays to agents a portion of the underwriting discount received by it
because the agents have repurchased notes sold by or for the account of such agent in stabilizing or short covering transactions.
These activities by the agents may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of the notes may be higher
than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the agents at any time.
Each agent and its affiliates may from time to time engage in transactions with, and perform investment banking, general banking and other financial
services for, us and our affiliates in the ordinary course of business.
In addition, in the ordinary course of their business activities, the agents and their affiliates may make or hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the
agents or their affiliates have a lending relationship with us, certain of those agents or their affiliates routinely hedge, and certain other of those agents or
their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these agents and their
affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future
trading prices of the notes offered hereby. The agents and their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.

S-4
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain material United States federal income tax consequences of the purchase, ownership and disposition of the notes
by United States holders (as defined below). It is included for general information only and does not address every aspect of the income or other tax
laws that may be relevant to investors in the notes in light of their personal circumstances or that may be relevant to certain types of investors subject to
special treatment under United States federal income tax laws (for example, financial institutions, former citizens or residents of the United States,
tax-exempt organizations, insurance companies, real estate investment trusts, regulated investment companies, persons that are broker-dealers, traders in
securities who elect the mark to market method of accounting for their securities, United States holders (as defined below) that have a functional
currency other than the United States dollar, controlled foreign corporations, passive foreign investment companies, corporations that accumulate
earnings to avoid United States federal income tax, investors in partnerships or other pass-through entities or persons subject to special tax accounting
rules as a result of any item of gross income with respect to the notes being taken into account in an applicable financial statement, including under
Section 451(b) of the Code). In addition, this summary does not address the effect of United States federal alternative minimum tax, or any state, local or
foreign tax laws that may be applicable to a particular holder and does not consider any aspects of United States federal tax law other than income
taxation. This discussion is limited to initial purchasers of the notes issued pursuant to this prospectus supplement who purchase the notes for an amount
of cash equal to their offering price and who hold the notes as capital assets under Section 1221 of the United States Internal Revenue Code of 1986, as
amended (the “Code”) and not as part of a straddle, hedging, integrated, conversion or constructive sale transaction, or as part of a “synthetic security”
or other similar financial transaction. Persons considering the purchase, ownership or disposition of the notes should consult their tax advisors
concerning the United States federal tax consequences thereof in light of their particular situations as well as any consequences arising under the laws of
any other taxing jurisdiction. Furthermore, the discussion below is based upon provisions of the Code, the legislative history thereof, existing and
proposed United States Treasury regulations, administrative rulings and judicial decisions, all as of the date hereof. Such authorities may be repealed,
revoked or modified (including changes in effective dates, and possibly with retroactive effect) so as to result in United States federal income tax
consequences different from those discussed below. We have not sought and will not seek any rulings from the United States Internal Revenue Service
(“IRS”) with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax
consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained.
For purposes of the following discussion, a “United States holder” means a beneficial owner of the notes that is, for United States federal income tax
purposes:

• An individual citizen or resident of the United States;

• A corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of
the United States, any state thereof or the District of Columbia;

• An estate, the income of which is subject to the United States federal income tax regardless of source; or

• A trust, if (a) a court within the United States is able to exercise primary supervision over administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under applicable Treasury regulations to
be treated as a domestic trust.
If a partnership or an entity or arrangement treated as a partnership for United States federal income tax purposes owns any of the notes, the United
States federal income tax treatment of a partner or an equity interest owner of such other entity will generally depend upon the status of the partner or
owner and the activities of the partnership or other entity. If you are a partner of a partnership or an equity interest owner of another entity or
arrangement treated as a partnership holding any of the notes, you should consult your tax advisor regarding the United States federal income tax
consequences of the purchase, ownership and disposition of the notes.

S-5
Effect of Certain Contingencies
Treasury regulations provide special rules for the treatment of debt instruments that provide for contingent payments. Under these regulations, a
contingency is disregarded if the contingency is remote or incidental, or, in certain circumstances, it is significantly more likely than not that such
contingency will not occur. We intend to take the position that the contingencies on the notes, if any (for example, as described generally under
“Description of the Notes—Redemption of the Notes”) will not cause the “contingent payment debt instrument” rules of the Treasury regulations to
apply. Our determination that the notes are not contingent payment debt instruments is binding on a United States holder of notes unless such holder
discloses a contrary position to the IRS in the manner required by the applicable Treasury regulations. Our determination is not, however, binding on the
IRS. A successful challenge of this position by the IRS could adversely affect the timing and amount of income inclusions with respect to the notes, and
could also cause any gain from the sale or other disposition of a note to be treated as ordinary income rather than as capital gain. United States holders
of notes are encouraged to consult their own tax advisors regarding the possible application of the contingent payment debt instrument rules to the notes.
The remainder of this summary assumes that the notes will not be considered to be contingent payment debt instruments.
Payments of Interest
If the notes are issued at a discount, any such discount is expected to be less than the statutorily defined de minimis amount of original issue discount
and this summary assumes that the notes will not be issued with original issue discount for U.S. federal income tax purposes. Accordingly, interest on
the notes generally will be taxable to a United States holder as ordinary interest income at the time it accrues or is received in accordance with the
United States holder’s method of accounting for United States federal income tax purposes. The following discussion assumes the notes will be issued
without, or with less than, the statutorily defined de minimis amount of original issue discount.
Sale, Exchange, Redemption or Other Taxable Disposition of Notes
Upon the sale, exchange, redemption or other taxable disposition of a note, a United States holder generally will recognize gain or loss equal to the
difference between (1) the amount of cash and the fair market value of any property received on such disposition (less an amount equal to any accrued
and unpaid stated interest, which will be taxable as interest income, as discussed above) and (2) such holder’s adjusted tax basis in such note. A United
States holder’s adjusted tax basis in a note generally will equal the amount paid for the note less any principal repayments previously received by such
holder. Gain or loss recognized by a United States holder in respect of the disposition generally will be capital gain or loss, and will be long-term capital
gain or loss if the United States holder has held the note for more than one year at the time of such disposition. Long-term capital gains of certain
noncorporate United States holders are entitled to reduced rates of taxation. The deductibility of capital losses is subject to limitations.
Additional Tax on Net Investment Income
United States holders that are not corporations generally will be subject to a 3.8% tax (the “Medicare tax”) on the lesser of (1) the United States holder’s
“net investment income” for the taxable year and (2) the excess of the United States holder’s modified adjusted gross income for the taxable year over a
certain threshold amount. A United States holder’s net investment income generally will include any income or gain recognized by such holder with
respect to the notes, unless such income or gain is derived in the ordinary course of the conduct of such holder’s trade or business (other than a trade or
business that consists of certain passive or trading activities). A United States holder that is not a corporation should consult its tax advisor regarding the
applicability of the Medicare tax to its income and gains in respect of its investment in the notes.

S-6
Information Reporting and Backup Withholding
Payments of interest made by us on, or the proceeds of the sale or other disposition of, the notes may be subject to United States information reporting
and may also be subject to United States federal backup withholding if the recipient of the payment fails to supply an accurate taxpayer identification
number or otherwise fails to comply with applicable United States information reporting and certification requirements. Backup withholding is not an
additional tax. Rather, any amount withheld under the backup withholding rules may be allowable as a refund or credit against the holder’s United States
federal income tax, provided that the required information is timely furnished to the IRS.
PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS CONCERNING THE APPLICATION OF THE
UNITED STATES FEDERAL TAX LAWS TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS ANY TAX CONSEQUENCES
ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION PRIOR TO MAKING SUCH
INVESTMENT.

S-7
PROSPECTUS

FIRST MORTGAGE BONDS
DEBT SECURITIES

We may offer from time to time, in one or more series:

• our first mortgage bonds, and

• our unsecured debt securities
We may offer these securities in any combination in one or more offerings. This prospectus provides you with a general description of the securities we
may offer. Each time we sell securities, we will provide a prospectus supplement that will 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 securities directly or through underwriters, agents or dealers, as described in the “Plan of Distribution.” The supplements to this
prospectus will describe the terms of any particular plan of distribution, including any underwriting arrangements.
Our principal executive offices are located at 1221 West Idaho Street, Boise, Idaho 83702-5627, and our telephone number is [phone].

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.

The date of this prospectus is May 16, 2022
TABLE OF CONTENTS

Page
About this Prospectus 1
Risk Factors 2
Cautionary Note Regarding Forward-Looking Statements 3
About Idaho Power Company 6
Description of First Mortgage Bonds 7
Description of Debt Securities 12
Book-Entry System 18
Use of Proceeds 20
Plan of Distribution 21
Incorporation of Certain Information by Reference 22
Where You Can Find More Information 23
Legal Matters 24
Experts 24

ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that Idaho Power Company filed with the U.S. Securities and Exchange Commission (the
“SEC”) using the “shelf” registration process. Under this shelf registration process, we may from time to time sell the securities described in this
prospectus in one or more offerings. This prospectus provides a general description of the securities. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of that offering. That prospectus supplement may include or incorporate by
reference a detailed and current discussion of risk factors and will discuss special considerations applicable to those securities. The prospectus
supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under “Where You Can Find More Information.” If there is any inconsistency between the
information in this prospectus and any prospectus supplement, you should rely on the information contained in that prospectus supplement.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
prospectus, the applicable prospectus supplement, and the applicable pricing supplement, if any, and, if given or made, such information or
representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities described in this prospectus or an offer to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus, the applicable prospectus supplement or any
applicable pricing supplement, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our
affairs since the date of this prospectus, or that the information contained or incorporated by reference in this prospectus is correct as of any time
subsequent to the date of such information.
The distribution of this prospectus, the applicable prospectus supplement and any applicable pricing supplement and the offering of the securities in
certain jurisdictions may be restricted by law. This prospectus does not constitute an offer, or any invitation on our behalf, to subscribe to or purchase
any of the securities, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
Unless we indicate otherwise, or the context otherwise requires, references in this prospectus to the “company,” “we,” “us” and “our” or similar terms
are to Idaho Power Company and its subsidiary.

1
RISK FACTORS
Investing in our securities involves risks. Before making a decision to invest in our securities, you should carefully consider the risks and uncertainties
discussed in “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2022, each of which is incorporated by reference into this prospectus. You should also consider the risk
factors described in any accompanying prospectus supplement or any documents we incorporate by reference in the future. See “Where You Can Find
More Information.”

2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of
1934, as amended (the “Exchange Act”), which are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Any
statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events, or performance, often, but not
always, through the use of words or phrases such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “guidance,” “intends,”
“potential,” “plans,” “predicts,” “projects,” “may result,” “may continue,” or similar expressions, are not statements of historical facts and may be
forward-looking. Forward-looking statements are not guarantees of future performance and involve estimates, assumptions, risks, and uncertainties.
Actual results, performance, or outcomes may differ materially from the results discussed in the statements. In addition to any assumptions and other
factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to
differ materially from those contained in forward-looking statements include those factors discussed in our filings with the SEC, including the Form
10-K, the Forms 10-Q and the Forms 8-K incorporated by reference in this prospectus, and we refer you to those reports for further information, as well
as the following important factors:

• the effect of decisions by the Idaho and Oregon public utilities commissions and the Federal Energy Regulatory Commission that impact
Idaho Power’s ability to recover costs and earn a return on investment;

• changes to or the elimination of Idaho Power’s regulatory cost recovery mechanisms;

• the ongoing impacts of COVID-19 and its variants, and government mandates related to COVID-19 vaccines, masking, and testing, on the
global and regional economy and on Idaho Power’s employees, customers, contractors, and suppliers, including on loads and revenues,
uncollectible accounts, transmission revenues, supply chain availability, attrition of skilled workers, and other aspects of the economy and
the companies’ business;

• changes in residential, commercial, and industrial growth and demographic patterns within Idaho Power’s service area, and their associated
impacts on loads and load growth, and the availability of regulatory mechanisms that allow for timely cost recovery through customer rates
in the event of those changes;

• abnormal or severe weather conditions (including conditions and events associated with climate change), wildfires, droughts, earthquakes,
and other natural phenomena and natural disasters, which affect customer sales, hydropower generation levels, repair costs, service
interruptions, liability for damage caused by utility property, and the availability and cost of fuel for generation plants or purchased power
to serve customers;

• advancement of self-generation, energy storage, energy efficiency, alternative energy sources, and other technologies that may reduce
Idaho Power’s sale or delivery of electric power or introduction of operational or cyber-security vulnerabilities to the power grid;

• acts or threats of terrorist incidents, acts of war, social unrest, cyber or physical security attacks, and other malicious acts of individuals or
groups seeking to disrupt Idaho Power’s operations or the electric power grid or compromise data, or the disruption or damage to the
companies’ business, operations, or reputation resulting from such events;

• the expense and risks associated with capital expenditures for, and the permitting and construction of, utility infrastructure that Idaho
Power may be unable to complete or may not be deemed prudent by regulators for cost recovery or a return on investment;

3
• demand for power during peak periods could exceed supply, resulting in increased costs for purchasing capacity in the market or acquiring
or constructing additional generation resources and battery storage facilities;

• variable hydrological conditions and over-appropriation of surface and groundwater in the Snake River Basin, which may impact the
amount of power generated by Idaho Power’s hydropower facilities;

• the ability of Idaho Power to acquire fuel, power, electrical equipment, and transmission capacity on reasonable terms and prices,
particularly in the event of unanticipated or abnormally high power demands, price volatility, lack of physical availability, transportation
constraints, outages due to maintenance or repairs to generation or transmission facilities, disruptions or delays in the supply chain, or a
lack of credit;

• disruptions or outages of Idaho Power’s generation or transmission systems or of any interconnected transmission systems, which can
result in liability for Idaho Power, increase power supply costs and repair expenses, and reduce revenues;

• accidents, terrorist acts, electrical contacts, fires (either affecting or caused by Idaho Power facilities or infrastructure), explosions, general
system damage or dysfunction, intentional acts of destruction, uncontrolled release of water from hydropower dams, and other unplanned
events that may occur while operating and maintaining assets, which can cause unplanned outages; reduce generating output, damage
company assets, operations, or reputation; subject Idaho Power to third-party claims for property damage, personal injury, or loss of life; or
result in the imposition of fines and penalties for which Idaho Power may have inadequate insurance coverage;

• the increased purchased power costs and operational challenges associated with purchasing and integrating intermittent renewable energy
sources into Idaho Power’s resource portfolio;

• Idaho Power’s concentration in one industry and one region and the lack of diversification, and the resulting exposure to regional
economic conditions and regional legislation and regulation;

• employee workforce factors, including the operational and financial costs of unionization or the attempt to unionize all or part of the
companies’ workforce, the impact of an aging workforce and retirements, the cost and ability to attract and retain skilled workers and third-
party vendors, the cost of living and the related impact on recruiting employees, and the ability to adjust the labor cost structure when
necessary;

• failure to comply with state and federal laws, regulations, and orders, including interpretations and enforcement initiatives by regulatory
and oversight bodies, which may result in penalties and fines and increase the cost of compliance and remediation;

• changes in tax laws or related regulations or interpretations of applicable laws by federal, state, or local taxing jurisdictions, and the
availability of tax credits, and the tax rates payable by IDACORP shareholders on common stock dividends;

• adoption of, changes in, and costs of compliance with, laws, regulations, and policies relating to the environment, climate change, natural
resources, and threatened and endangered species, and the ability to recover associated increased costs through rates;

• the inability to timely obtain and the cost of obtaining and complying with required governmental permits and approvals, licenses,
rights-of-way, and siting for transmission and generation projects and hydropower facilities;

• failure to comply with mandatory reliability and cyber and physical security requirements, which may result in penalties, reputational
harm, and operational changes;

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• the impacts of economic conditions, including inflation, interest rates, supply costs, population growth or decline in Idaho Power’s service
area, changes in customer demand for electricity, revenue from sales of excess power, credit quality of counterparties and suppliers, and
the collection of receivables;

• the ability to obtain debt and equity financing or refinance existing debt when necessary and on favorable terms, which can be affected by
factors such as credit ratings, volatility or disruptions in the financial markets, interest rate fluctuations, decisions by the Idaho or Oregon
public utility commissions, and the companies’ past or projected financial performance;

• the ability to enter into financial and physical commodity hedges with creditworthy counterparties to manage price and commodity risk for
fuel, power, and transmission, and the failure of any such risk management and hedging strategies to work as intended;

• changes in actuarial assumptions, changes in interest rates, increasing health care costs, and the actual and projected return on plan assets
for pension and other post-retirement plans, which can affect future pension and other postretirement plan funding obligations, costs, and
liabilities and the companies’ cash flows;

• the assumptions underlying the coal mine reclamation obligations at Bridger Coal Company and related funding and bonding
requirements, and the remediation costs associated with planned exits from participation in Idaho Power’s co-owned coal plants;

• the ability to continue to pay dividends and achieve target-payout ratios based on financial performance, and in light of credit rating
considerations, contractual covenants and restrictions, and regulatory limitations; and

• adoption of or changes in accounting policies and principles, changes in accounting estimates, and new Securities and Exchange
Commission or New York Stock Exchange requirements, or new interpretations of existing requirements.
Any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time and it is not possible
for management to predict all such factors, nor can it assess the impact of any such factor on the 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. Idaho Power disclaims any
obligation to update publicly any forward-looking information, whether in response to new information, future events, or otherwise, except as required
by applicable law.

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ABOUT IDAHO POWER COMPANY
We are an electric utility incorporated under the laws of the State of Idaho in 1989 as successor to a Maine corporation organized in 1915 and began
operations in 1916. In 1998, we reorganized into a holding company structure and became the principal subsidiary of IDACORP, Inc. IDACORP, Inc.
owns all of our outstanding common stock.
We are engaged in the generation, transmission, distribution, sale and purchase of electric energy. Our service area covers approximately 24,000 square
miles in southern Idaho and eastern Oregon, with an estimated population of one million. We hold franchises in 72 cities in Idaho and seven 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. We are the parent of Idaho Energy Resources Co., a joint venturer in Bridger Coal Company, which mines and supplies coal to the Jim Bridger
generating plant that we own in part. As of March 31, 2022, we supplied electric energy to over 607,000 retail customers. We own and operate 17
hydroelectric generating plants, three natural gas-fired plants, and one diesel-powered generator, and share ownership in two coal-fired generating
plants. We rely heavily on hydroelectric power for our generating needs.

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DESCRIPTION OF FIRST MORTGAGE BONDS
As used under this caption, “Description of First Mortgage Bonds,” references to “we,” “us,” “our” and other similar references mean Idaho Power
Company, excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiary.
We will issue the first mortgage bonds offered in this prospectus under our Indenture 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 trustee. We have amended and supplemented the indenture
in the past and will 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 indentures, 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 indenture. The indenture is on file with the SEC, and we incorporate it by reference in this prospectus. You should read the indenture
for a complete understanding of its provisions and for the definitions of some terms used in this summary. In the summary below, we include references
to section numbers of the indenture so that you can easily locate those provisions.
Our issuance of long-term indebtedness, including first mortgage bonds, is subject to the approval of the Idaho Public Utilities Commission (“IPUC”),
the Public Utility Commission of Oregon (“OPUC”), and the Wyoming Public Service Commission (“WPSC”). In March 2019, we filed applications
with the IPUC, OPUC, and WPSC to renew our debt financing authority. In April 2019, Idaho Power received orders from the IPUC, OPUC, and WPSC
authorizing the issuance and sale from time to time of up to $500 million in aggregate principal amount of debt securities and first mortgage bonds,
subject to conditions specified in the orders. Authority from the IPUC is through May 31, 2022, subject to extension upon request to the IPUC. The
OPUC’s and WPSC’s orders do not impose a time limitation for issuances, but the OPUC order does impose a number of other conditions, including a
maximum interest rate limit of 7.0 percent. In April 2022, we filed applications with the IPUC, OPUC, and WPSC to renew our debt financing authority,
requesting authorization of the issuance and sale from time to time of up to $1.2 billion in aggregate principal amount of debt securities and first
mortgage bonds, subject to conditions specified in the orders. As of the date of this prospectus, these applications remain pending.
Issuance in Series. We issue bonds in series. Each series of bonds may have different terms. We will 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 will mature,

• the interest rate or rates for the bonds, or how we will determine the interest rate or rates,

• the dates on which we will 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 will 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.

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Form and Exchange. Unless we state otherwise in the prospectus supplement:

• we will issue the bonds in fully registered form without coupons,

• a holder of bonds may exchange bonds, without charge, for an equal aggregate principal amount of bonds of the same series, having the
same issue date and with identical terms and provisions, and

• a holder of bonds may transfer bonds, without charge, other than applicable stamp taxes or other governmental charges.
See “Book-Entry System” for a description of additional requirements as to the form and method of exchange of bonds. We will describe any additional
requirements as to the form and method of exchange of bonds in the prospectus supplement.
Interest and Payment. We will pay principal, premium, if any, and interest in U.S. dollars at Deutsche Bank Trust Company Americas in New York City,
and, at our option, at our office in Boise, Idaho. Indenture, Section 35
Maintenance Requirements. We will file a certificate with the corporate trustee within 90 days after the close of each calendar year stating that:

• we have made the necessary expenditures to maintain our property in good condition as an operating system, or

• we will designate an additional amount that should be spent for this purpose.
If we designate an additional amount, we must deliver to the corporate trustee, within 30 days, cash equal to that amount less the following deductions:

• expenditures made after the close of the year to maintain the property, and

• any allowances for waiver of our right to issue additional bonds under the indenture. Indenture, Section 38
We may withdraw this cash for reimbursement for later expenditures on:

• property maintenance, repairs, renewals and replacements,

• waiver of our right to issue additional bonds under the indenture, or

• the purchase or redemption of bonds of any series, unless a supplemental indenture provides otherwise for a particular series of bonds.
We must spend or appropriate 15% of our annual gross operating revenues for maintenance, retirement or amortization of our properties. We may,
however, anticipate or make up these expenditures or appropriations within the five years that immediately follow or precede a particular year.
Indenture, Section 38; Second Supplemental, Section 15
Improvement or Sinking Fund. There is no sinking or improvement fund requirement. 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 will also be secured by the indenture. 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, which do not interfere in any material respect with our operations.

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The indenture does not create a lien on the following excepted property:

• 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 indenture creates a lien on our interest in property that we subsequently acquire other than excepted property, 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 carry out the purposes of the indenture and to create a lien on after-acquired
property that the indenture covers. Granting Clauses
The indenture does not contain any covenants or other provisions to provide holders of the first mortgage bonds special protection in the event of a
highly leveraged transaction.
Issuance of Additional Bonds. The indenture limits the aggregate principal amount of bonds at any one time outstanding to $2.5 billion. We may amend
the indenture and increase this amount without consent of the holders of first mortgage bonds. Indenture, Sections 22 and 121; Forty-eighth
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 property 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 property additions made after December 31, 1943, less the amount of prior lien bonds
thereon, Indenture, Article V, Second Supplemental, Sections 10 and 13

• the principal amount of first mortgage bonds or prior lien bonds referred to above, retired or then to be retired, Indenture, Articles V and VI
or

• the amount of cash that we deposit with the corporate trustee for the purpose, which we may withdraw on the same basis as bonds may be
issued. Indenture, Article VII
We may not issue bonds as provided above, with certain exceptions, unless we meet a net earnings requirement. Generally, the indenture requires that
our net earnings must be at least twice the annual interest requirements on all outstanding debt of equal or prior rank, including the bonds that we
propose to issue. Under certain circumstances, the net earnings test does not apply, including the issuance of refunding bonds to retire outstanding bonds
which mature in less than two years or which are of an equal or higher interest rate, or prior lien bonds.
We calculate net earnings before deduction of:

• property 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.

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We may include only a limited amount of revenue from property not subject to the lien of the indenture in net earnings. Indenture, Sections 7, 27 and
Article VI
Property additions consist of electric or gas property, or property used in connection therewith. Property additions exclude securities, 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 property additions, we deduct all retired funded property
from gross property additions except to the extent of certain credits with respect to released funded property. Indenture, Section 4 The indenture restricts
issuance of bonds and taking other credits under the indenture based on property additions subject to prior liens to no more than 15% of all bonds
outstanding. However, the prior liens must not exceed 50% of the cost or fair value, whichever is less, of these property additions. Indenture, Section 26
As of March 31, 2022, we could issue under the indenture approximately $2.1 billion of additional first mortgage bonds based on unfunded property
additions and retired first mortgage bonds.
Release of Properties. Generally, we may release property from the lien of the indenture by doing the following:

• depositing cash with the corporate trustee,

• substituting property additions, or

• waiving our right to issue additional bonds on the basis of retired bond credits, without application of the net earnings test.
Indenture, Section 59
Actions Without Trustee’s Release or Consent. Unless we are in default in the payment of interest on any outstanding bonds or one or more of the
completed defaults described under the caption “Events of Default” below have occurred and are continuing, we may, without the trustee’s release or
consent, and without providing a report to the trustee or depositing with it the consideration we receive:

• sell or otherwise dispose of any machinery, equipment, tools, implements or other property, which has become old, inadequate, obsolete,
worn out, unfit or unadapted for use in our operations, after we replace that property with other property 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, governmental consent or permit under which we may be
operating, if, in the opinion of our board of directors, stated in a resolution filed with the corporate trustee, the surrender or modification is
desirable in the conduct of our business and does not impair the security of outstanding bonds.
Indenture, Section 58
Amendment of the Indenture. Generally we may modify or amend the indenture with the consent of the holders of 60% in principal amount of all
outstanding first mortgage bonds. However, when an amendment does not affect all series of first mortgage bonds, holders of 60% of the principal
amount of all outstanding first mortgage bonds of each series affected must also consent to the amendment.
Unless each bondholder consents, we cannot make the following modifications:

• impair the right of any bondholder to receive payment on its bond when due or to sue for any overdue payment,

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• create any lien equal or prior to the lien of the indenture,

• deprive any bondholder of a lien upon the mortgaged and pledged property, or

• reduce the bondholder vote necessary to amend the indenture.
Indenture, Sections 113, 121; Twenty-third Supplemental, Section 9; Thirty-sixth Supplemental, Section 9
Events of Default. The following are defaults, sometimes called completed defaults, under the indenture:

• 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 trustee’s written approval:

• go into voluntary bankruptcy or insolvency, apply for or consent to the appointment of a receiver or trustee for us or our property in
any judicial proceedings or make any general assignment for the benefit of creditors, or

• suffer to be made and remain unvacated for a period of 90 days any order for the appointment of a receiver or trustee for us or our
property 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 bankrupt or insolvent, or

• failure to perform other covenants, agreements or conditions contained in the indenture for 90 days after the trustee gives us notice.
Indenture, Section 65
Discharge. The indenture will be cancelled and discharged when all indebtedness secured by the indenture is paid, including charges of the trustee.
In addition, first mortgage bonds will be considered paid and not to be outstanding for any purpose under the indenture when we have irrevocably
deposited with the trustee

• sufficient 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 government which, in the opinion of an independent accountant and the opinion of our officers, will
provide sufficient funds, without regard to reinvestment thereof, together with any deposited cash to pay when due the principal of, and
premium, if any, and interest to the maturity date or redemption date of such first mortgage bonds, provided that in the case of redemption,
proper notice shall have been given or appropriate arrangements have been made with the trustee for the giving of notice.
Indenture, Section 106 and Twenty-seventh Supplemental, Section 10
Miscellaneous. The indenture provides that the trustee, upon request of the holders of a majority in interest of the outstanding first mortgage bonds, if
properly indemnified to its satisfaction, must take action to enforce the lien of the indenture. Indenture, Section 92; Sixth Supplemental, Article XXIII
We covenant in the indenture to deliver a certificate to the trustee 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 indenture. Various supplemental indentures
Concerning the Corporate Trustee. We and our affiliates may conduct banking transactions with the trustee in the normal course of business.

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DESCRIPTION OF DEBT SECURITIES
As used under this caption, “Description of Debt Securities,” references to “we,” “us,” “our” and other similar references mean Idaho Power Company,
excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiary.
We will issue the debt securities offered in this prospectus under our Debt Securities Indenture, dated as of August 1, 2001. Deutsche Bank Trust
Company Americas is the trustee under the indenture. We may amend and supplement the indenture and will supplement it by one or more supplemental
indentures relating to these debt securities.
This section briefly summarizes 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 indenture. The indenture is on file with the SEC, 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.
As noted above, in April 2019, Idaho Power received orders from the IPUC, OPUC, and WPSC authorizing the issuance and sale from time to time of
up to $500 million in aggregate principal amount of debt securities and first mortgage bonds, subject to conditions specified in the orders. Authority
from the IPUC is through May 31, 2022, subject to extension upon request to the IPUC. The OPUC’s and WPSC’s orders do not impose a time
limitation for issuances, but the OPUC order does impose a number of other conditions, including a maximum interest rate limit of 7.0 percent. In April
2022, we filed applications with the IPUC, OPUC, and WPSC to renew our debt financing authority, requesting authorization of the issuance and sale
from time to time of up to $1.2 billion in aggregate principal amount of debt securities and first mortgage bonds, subject to conditions specified in the
orders. As of the date of this prospectus, these applications remain pending.
Other Indebtedness. The indenture does not limit the amount of debt securities that we may issue; it does not restrict the amount or type 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 indenture under which we are
offering these debt securities in connection with future issues of debt securities. We may also offer our first mortgage bonds, which are secured
indebtedness and which are described above under the caption “Description of First Mortgage Bonds.” As of March 31, 2022, there was approximately
$2.1 billion in aggregate principal amount of our first mortgage bonds outstanding.
Security, Ranking and Subordination. The debt securities that we may issue under this indenture will be unsecured. The debt securities that we are
offering in this prospectus will rank equal in right of payment to our other unsecured indebtedness that is outstanding now or that we may issue in the
future, except for any indebtedness that, by its terms, is subordinate to these debt securities.
Issuance in Series. We will issue debt securities 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 securities will 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 will issue the debt securities of that series and on which we will pay the principal amount and any premium,

• the rate or rates at which the debt securities of that series will bear interest, or how we will determine the rate or rates,

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• the date or dates from which interest will accrue,

• the dates on which we will pay interest on the debt securities of that series and the regular record dates for the interest payment dates,

• the place or places where we will pay the principal of, premium, if any, and interest, if different from those we describe in this prospectus,

• any redemption terms, including mandatory redemption through a sinking fund or otherwise, redemption at our option and redemption at
the option of the holder,

• the denominations in which we will issue the debt securities of that series, if other than denominations of $1,000 and any integral multiple
of $1,000,

• the provisions for the satisfaction and discharge of the indenture if different from those we describe in this prospectus, and

• any other terms of the debt securities of the series.
Form and Exchange. Unless we state otherwise in the prospectus supplement:

• we will issue the debt securities in fully registered form without coupons,

• a holder of debt securities may exchange debt securities, without charge, for an equal aggregate principal amount of debt securities of the
same series, having the same issue date and with identical terms and provisions, and

• a holder of debt securities may transfer debt securities, without charge, other than applicable stamp taxes or other governmental charges.
Indenture, Sections 3.1, 3.2 and 3.6
Unless we state otherwise in the prospectus supplement, the transfer of debt securities may be registered and exchanged at the corporate trust office of
the trustee, in New York, New York, as security registrar. We may change the place for registration of transfer and exchange. We may designate one or
more additional places for registration and exchange, all at our discretion.
We are not required to execute or to provide for the registration of transfer or exchange of any debt security

• during a period of 15 days prior to giving any notice of redemption with respect to that debt security, or

• that has been selected for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.
Indenture, Sections 3.6 and 4.2
See “Book-Entry System” for a description of additional requirements as to the form and method of exchange of debt securities. We will 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 will 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 trustee deems that manner of payment practicable. Indenture, Section 3.8

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Unless we state otherwise in the prospectus supplement, we will pay the principal of and premium, if any, and interest at maturity at the corporate trust
office of the trustee, 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 securities of that series are redeemable at the option of a holder, debt securities will be
redeemable only at our option. In order to exercise our right to redeem any debt security, we must give the holder notice by mail at least 30 days prior to
the date fixed for redemption. If we want to redeem fewer than all the debt securities of a series, the trustee will choose the particular debt securities to
be redeemed by a method of random selection, substantially pro rata, that the trustee believes is fair and appropriate and which complies with the
requirements of the principal national securities exchange, if any, on which the debt securities of that series are listed. If the debt securities to be
redeemed have different terms and different maturities, we may select the particular debt securities to be redeemed.
Unless we state otherwise in the prospectus supplement, if we are redeeming the debt securities at our option, the redemption will 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 sufficient money has not been received, the notice will not be effective and we will not be required to
redeem the debt securities. Indenture, Section 14.2
Consolidation, Merger or Sale. The indenture provides that we will 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 affiliated persons, in one transaction or a series of related transactions, unless:

• the successor person, if we are not the survivor, is a person organized under the laws of the United States or any state thereof or the District
of Columbia and expressly assumes in writing, 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
occurred and be continuing, and

• we deliver to the trustee an officer’s certificate and an opinion of counsel stating that the transaction and the supplemental indenture
comply with the indenture.
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 maturity, and upon
redemption, and the time for payment has not been extended or deferred, but excluding any failure by us to deposit money in connection
with any redemption that is at our option,

• failure to pay interest on any debt security of that series when due and our failure continues for 30 days, and the time for payment has not
been extended or deferred,

• failure to make a sinking fund payment when due with respect to debt securities of that series,

• failure to observe or perform any other covenant, warranty or agreement contained in the debt securities of that series or in the indenture,
other than a covenant, agreement or warranty included in the indenture 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,

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• 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 bankruptcy, insolvency or similar law:

• appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for us or for any substantial part of our
property, or

• ordering the winding up or liquidation of our affairs,

• we commence a voluntary case under any applicable bankruptcy, insolvency or similar law,

• we consent to the entry of an order for relief in an involuntary case under any applicable bankruptcy, insolvency or similar law,

• we consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for
us or for any substantial part of our property,

• 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 indenture. Unless we cure the default, the trustee is required to give notice of any default known to it within 90 days
after the default has occurred; the term “default” includes any event which after notice or passage of time or both would be an event of default. Except in
the case of a default in payment, the trustee 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 bankruptcy, insolvency or reorganization, occurs and is
continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice in writing
to us, and to the trustee 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 series to be due and payable immediately. The holders of a majority of the principal amount of the outstanding debt securities of
that series, upon the conditions provided in the indenture, may rescind an acceleration and its consequences with respect to that series.
If an event of default occurs due to bankruptcy, insolvency or reorganization, all unpaid principal of and accrued interest on the outstanding debt
securities of all series will become immediately due and payable without any declaration or other act on the part of the trustee or any holder. Indenture,
Section 6.1
The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt
securities of that series, subject to the right of the trustee to decline to follow instructions 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 trustee, if an event of default shall occur and be continuing, the trustee will be
under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless the holders have
offered to the trustee reasonable indemnity. Indenture, Section 7.2
The indenture provides that we must periodically file statements with the trustee regarding compliance by us with all conditions and covenants
contained in the indenture. Indenture, Section 4.6

15
Modification 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 indenture.
Indenture, Section 10.1
In addition, we may modify certain of our rights and obligations and the rights of holders of the debt securities with the consent of the holders of at least
a majority in aggregate principal amount of the outstanding debt securities affected by the modification. Indenture, Section 10.2
No amendment or modification may, without the consent of each holder of any outstanding debt security affected:

• change the stated maturity of any debt 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 security, or reduce the amount of principal of an
original issue discount security that would be due and payable upon acceleration of maturity,

• impair the right to institute suit for the enforcement of any payment with respect to any debt security,

• reduce the percentage in principal amount of outstanding debt securities of any series necessary to modify or amend the indenture, or to
waive compliance with certain provisions of the indenture or defaults or events of default and their consequences, or

• subordinate any debt securities 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 bankruptcy 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 securities at any time prior to the maturity date or
redemption of that series when we meet certain requirements specified in the indenture, including

• when we have irrevocably deposited in trust with the trustee:

• sufficient 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 government as will 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 maturity 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.

16
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 indenture, except for purposes of registration of transfer, exchange and replacement of lost, stolen or mutilated debt securities. Indenture,
Sections 12.1 and 12.2
Concerning the Trustee. We and our affiliates may conduct banking transactions with the trustee or its affiliates in the normal course of business.

17
BOOK-ENTRY SYSTEM
We may issue all or some of the first mortgage bonds and debt securities in book-entry form, which means that global notes, not certificates, will
represent the securities. If we issue global notes representing any securities, the following provisions will apply to all book-entry securities:
Unless otherwise indicated in the applicable prospectus supplement, the Depository Trust Company, New York, NY, which we refer to as “DTC,” will
act as securities depository for the securities. We will issue the securities as fully-registered securities registered in the name of Cede & Co., DTC’s
partnership nominee, or such other name as may be requested by an authorized representative of DTC. We will issue one or more fully-registered
security certificates for each issue of the securities, in the aggregate principal amount of the issue, and we will deposit the certificates with the corporate
trustee to hold as agent for DTC. We and the trustee will treat Cede & Co. as the holder of the securities for all purposes.
DTC has informed us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities
through electronic computerized book-entry 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. securities 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 Securities 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. securities
brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant,
either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at
www.dtcc.com and www.dtc.org.
Purchases of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s
records. The ownership interest of each actual purchaser, the beneficial owner, is in turn to be recorded on the direct and indirect participants’ records.
Beneficial owners will 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 entries made on the books
of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership
interests in the securities, except in the event that use of the book-entry system for the securities is discontinued.
To facilitate subsequent transfers, all securities deposited with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other
name as may be requested by an authorized representative of DTC. 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 may or may not be the beneficial
owners. The direct and indirect participants will 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 will be governed by arrangements among them, subject to any statutory or regulatory requirements that
may be in effect from time to time.

18
Redemption notices will 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, will 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, including principal and interest payments, on the securities will be made to Cede & Co., or such other nominee
as may be requested by an authorized representative of DTC. 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 will 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 will 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 such payments to direct participants will be the responsibility of DTC, and
disbursement of such payments to the beneficial owners will 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 records, to the tender/remarketing agent. The requirement for physical
delivery of securities in connection with an optional tender or a mandatory purchase will 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-entry-only transfers through DTC, or a successor securities depository. In that event, security
certificates will be printed and delivered to DTC.
Neither we, the trustee, any paying agent, nor the registrar for the securities will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a global security or for maintaining, supervising or reviewing any records relating
to these beneficial ownership interests.
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.
The underwriters, dealers or agents of any of the securities may be direct participants of DTC.

19
USE OF PROCEEDS
Unless we state otherwise in the prospectus supplement, we will 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 purposes:

• to acquire property,

• to construct, complete, extend or improve our electric facilities,

• to improve or maintain our service,

• to redeem, pay at maturity or purchase outstanding first mortgage bonds and debt securities, and

• to repay short-term borrowings.
The precise amount and timing of the application of such proceeds will depend on our funding requirements, market conditions and the availability and
cost of other funds. If we do not use the proceeds immediately, we may temporarily invest them in short-term instruments.

20
PLAN OF DISTRIBUTION
Methods of Offer and Sale
We may sell the securities offered by this prospectus:

• through underwriters or dealers,

• through agents,

• directly to one or more purchasers, or

• through a combination of any of the above methods of sale.
Through Underwriters or Dealers. If we use underwriters in the sale, the underwriters will buy the securities for their own account. The underwriters
may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at
the time of the sale. The underwriters may sell the securities directly or through underwriting syndicates that managing underwriters represent. Unless
we state otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities 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 will 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 will 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 will be no underwriters or agents.
General Information
The prospectus supplement will state:

• the names of any underwriters, dealers or agents, and the amounts of securities underwritten, purchased or sold by each of them,

• the terms of the securities offered,

• the purchase price of the securities and the proceeds we will 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.
We may authorize agents, underwriters or dealers 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 will pay the public offering price on the terms we describe in the prospectus supplement.
Underwriters, agents, dealers and remarketing firms may be entitled under agreements entered into with us to indemnification by us against civil
liabilities, including liabilities under the Securities Act of 1933, or to contribution by us with respect to payments which the underwriters or agents may
be required to make in respect thereof. Underwriters, agents, dealers and remarketing firms may be customers of, engage in transactions with, or
perform services for us and our affiliates in the ordinary course of business.

21
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus, which means that we can disclose important information to you by
referring you to other documents filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus.
We incorporate by reference the following documents that we filed with the SEC (SEC file number 1-3198):

• Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 17, 2022,

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 5, 2022, and
We also incorporate by reference all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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
“filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K.
Some of these reports, however, are filed on a combined basis with our parent, IDACORP, Inc. Information contained in these reports relating to
IDACORP, Inc. is filed by that company on its own behalf and not by us.
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 filed
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 so modified or superseded shall not be deemed to constitute part of the prospectus for purposes of the Securities Act.
We will 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 West Idaho Street
Boise, Idaho 83702
Telephone [phone]
You may also access these documents at our website at http://www.idacorpinc.com.
We take responsibility only for information contained or incorporated by reference in this prospectus, the applicable prospectus supplement, and the
applicable pricing supplement, if any. We have not authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted.
You should assume that the information appearing in this prospectus is accurate as of the date of this prospectus only. Our business, financial condition
and results of operations may have changed since that date.

22
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.
Information about us is also available at our website at http://www.idahopower.com. However, the information on our website is not a part of this
prospectus.
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC 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 on the SEC’s
internet site referred to above.

23
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, Perkins Coie LLP, Seattle, Washington, and Patrick A. Harrington, Vice President,
General Counsel and Corporate Secretary of IDACORP, Inc., will pass upon the validity of the securities and other legal matters for us. Unless
otherwise indicated in the applicable prospectus supplement, Sullivan & Cromwell LLP, Los Angeles, California, will pass upon the validity of the
securities for any underwriter, dealer or agent. Sullivan & Cromwell LLP or other counsel identified in an applicable prospectus supplement may, for
matters governed by the laws of the state of Idaho, rely upon the opinion of Perkins Coie LLP and Mr. Harrington or such other counsel identified in the
applicable prospectus supplement. Mr. Harrington owns shares of restricted common stock of IDACORP, Inc. acquired under employee benefit plans
and participates in various employee benefit plans offered to employees of IDACORP, Inc. and its primary subsidiary, Idaho Power Company.
EXPERTS
The financial statements of Idaho Power Company incorporated by reference in this prospectus, and the effectiveness of Idaho Power Company’s
internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in
their reports. Such financial statements are incorporated by reference 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, 2022 and 2021 which is incorporated by reference herein,
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 Idaho
Power Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 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 that 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.

24
IDAHO POWER COMPANY
IPC-E-22-14
ATTACHMENT 3
EXECUTION VERSION
1 

157217119.4
SELLING AGENCY AGREEMENT

June 30, 2022

BofA Securities, Inc.
One Bryant Park
ew York, NY 10036
MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
ew York, NY 10020

J.P. Morgan Securities LLC
383 Madison Avenue
ew York, NY 10179
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26th Floor
EX_NC-WSTC
Charlotte, NC 28202

KeyBanc Capital Markets Inc.
127 Public Square
Cleveland, OH 44114-1306
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Cha lotte, NC 28202

Ladies and Gentlemen:
Idaho Power Company, an Idaho corporation (the “Company”), confirms its agreement with each
of you with respect to the issue and sale by the Company of up to $1,200,000,000 aggregate principal
amount of its First Mortgage Bonds, Secured Medium-Term Notes, Series M, Due from One Year to Forty
Years from Date of Issue (the “Notes”). The Notes will be issued under the Indenture of Mortgage and
Deed of Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company
Americas (formerly known as Bankers Trust Company) (the “Trustee”), as supplemented and amended by
all indentures supplemental thereto including the Fiftieth Supplemental Indenture relating to the Notes dated
as of June 30, 2022 (the “Supplemental Indenture”). The Indenture of Mortgage and Deed of Trust as it
has been and may be supplemented as of any specified date is hereinafter referred to as the “Indenture.”
Unless otherwise specifically provided for and set forth in a Pricing Supplement (as defined below), the
Notes will be issued in minimum denominations of $1,000 and in denominations exceeding such amount
by integral multiples of $1,000, will be issued only in fully registered form and will have the interest rates,
maturities and, if applicable, other terms set forth in such Pricing Supplement. The Notes will be issued,
and the terms thereof established, in accordance with the Indenture and the Medium-Term Notes
Administrative Procedures attached hereto as Exhibit A, as they may be amended from time to time (the
“Procedures”) (unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise supersedes
such Procedures with respect to Notes issued pursuant to such Terms Agreement). The Procedures may be
amended only by written agreement of the Company and you after notice to the Trustee. For the purposes
of this Agreement, the term “Agent” shall refer to any of you acting solely in the capacity as agent for the
Company pursuant to Section 2(a) and not as principal (collectively, the “Agents”), the term “Purchaser”
shall refer to any of you acting solely as principal pursuant to Section 2(b) and not as agent, and the term
“you” shall refer to you collectively whether at any time any of you are acting in both such capacities or in
either such capacity. In acting under this Agreement, in whatever capacity, each of you is acting
individually and not jointly.
1. Representations and Warranties. The Company represents and warrants to, and agrees with,
each of you as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph
(j) hereof.
2 

157217119.4
(a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as
amended (the “Act”) and for use of automatic shelf registration statements (as defined in Rule 405 under
the Act) on Form S-3. The Company has filed with the Securities and Exchange Commission (the
“Commission”), not earlier than three years prior to the date hereof, an automatic shelf registration
statement on Form S-3 (File No. 333-264984), including a prospectus, for the registration under the Act of
an unspecified principal amount of its first mortgage bonds and debt securities (the “Securities”), including
the Notes, which registration statement became effective upon filing pursuant to Rule 462(e) under the Act;
no stop order suspending the effectiveness of the registration statement has been issued and no proceeding
for that purpose has been instituted or, to the Company’s knowledge, threatened by the Commission; and
no notice of objection of the Commission to the use of the registration statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company. The parts
of the registration statement, including all exhibits thereto and the documents filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the
prospectus relating to the Securities contained in the registration statement at the time such part of the
registration statement became effective, each as amended at the time each such part of the registration
statement most recently became effective, are hereinafter collectively called the “Registration Statement,”
and such times are hereinafter collectively called the “applicable effective date” of the Registration
Statement. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(ix) or (x) under
the Act. The prospectus dated May 16, 2022 relating to the Securities contained in the registration statement
is hereinafter referred to as the “Base Prospectus.” In connection with the sale of the Notes, the Company
has filed or proposes to file with the Commission pursuant to Rule 424(b) under the Act a prospectus
supplement relating to the Notes (the “Prospectus Supplement”) and further supplements (each a “Pricing
Supplement”) specifying the interest rates, maturity dates and other terms of the Notes to be sold pursuant
hereto or the offering thereof (the Base Prospectus as supplemented by the Prospectus Supplement and any
applicable Pricing Supplement being referred to herein as the “Prospectus”). Any reference herein to the
Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include the
documents filed under the Exchange Act and incorporated by reference therein on or before the applicable
effective date of the Registration Statement or the issue date of the Base Prospectus or the Prospectus, as
the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include
any documents filed under the Exchange Act and incorporated by reference therein after the applicable
effective date of the Registration Statement or the issue date of the Base Prospectus or the Prospectus, as
the case may be.
(b) (i) On the applicable effective date the Registration Statement complied, and as of the Execution
Time the Registration Statement as amended or supplemented complies, in all material respects with the
applicable requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”), and with the rules and regulations of the Commission thereunder; (ii) on each date any supplement
to the Prospectus relating to the Notes is filed with the Commission and at the date of delivery by the
Company of any Notes sold hereunder (a “Closing Date”), the Prospectus, as amended or supplemented,
will comply in all material respects with the applicable requirements of the Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder; (iii) as of the applicable effective date the
Registration Statement did not, as of the Execution Time the Prospectus does not, and as of the Applicable
Time the Pricing Disclosure Package will not, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to make the statements therein,
and in the case of the Prospectus and the Pricing Disclosure Package, in the light of the circumstances under
which they were made, not misleading; and (iv) on any Closing Date, the Prospectus, as amended or
supplemented, will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that the Company makes
no representations or warranties as to (A) that part of the Registration Statement which shall constitute the
3 

157217119.4
Statements of Eligibility of the Trustee on Forms T-1, or amendments thereto, under the Trust Indenture
Act or (B) the information contained in or omitted from the Registration Statement, the Prospectus or any
amendments or supplements thereto or the Pricing Disclosure Package in reliance upon and in conformity
with information, if any, furnished in writing to the Company by any of you specifically for inclusion
therein.
(c) Other than the Base Prospectus, the Prospectus, any documents listed in Annex I to any Terms
Agreement, or any document not constituting a prospectus under Section 2(a)(10)(a) of the Act or Rule 134
under the Act, the Company (including its agents and representatives, other than you) has not made, used,
prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer
to, any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or
solicitation of an offer to buy the Notes, unless such written communication is approved in writing in
advance by such of you as may be applicable. To the extent any such written communication constitutes
an “issuer free writing prospectus” (as defined in Rule 433 under the Act and referred to herein as an “Issuer
Free Writing Prospectus”), such Issuer Free Writing Prospectus will comply in all material respects with
the requirements of Rule 433(c) under the Act and, if the filing thereof is required pursuant to Rule 433,
such filing will be made in the manner and within the time period required by Rule 433(d) under the Act.
The Company will retain copies of each such Issuer Free Writing Prospectus in accordance with Rule 433
under the Act if retention is required pursuant to Rule 433.
(d) As of the time any Notes are issued and sold hereunder, the Indenture will constitute a legal,
valid and binding instrument enforceable against the Company in accordance with its terms and such Notes
will have been duly authorized, executed, authenticated and, when paid for by the purchasers thereof, will
constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture.
(e) As of the time any Notes are issued and sold, the issue and sale of the Notes and the compliance
by the Company with all the provisions of the Notes, the Indenture, and this Agreement, and the
consummation of the transactions herein and therein contemplated will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which
the Company is bound or to which any of the property or assets of the Company are subject, nor will such
action result in any violation of the provisions of the Restated Articles of Incorporation, as amended or
Bylaws of the Company or any statute or any order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company or any of its properties; and no consent, approval,
authorization, order, qualification of or registration with any such court or governmental agency or body is
required for the issue and sale of the Notes or the consummation by the Company of the transactions
contemplated by this Agreement or the Indenture, except (i) such orders as have been issued by the Idaho
Public Utilities Commission (which grants authority to sell the Notes through May 31, 2025), the Public
Utility Commission of Oregon and the Public Service Commission of Wyoming and are in full force and
effect, (ii) such orders (including amendments and supplements to existing orders) and approvals to be
obtained from the Idaho Public Utilities Commission and the Public Service Commission of Wyoming
before issuance or sale of any Notes having maturity of more than 30 years, which orders and approvals the
Company hereby agrees and covenants to obtain before any such Notes are issued or sold, or any solicitation
of offers to purchase such Notes is made, (iii) such as have been, or will have been prior to any Closing
Date, obtained under the Act and the Trust Indenture Act and (iv) such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or Blue Sky laws in connection with
the sale and distribution of the Notes by the Agents.
(f) The Company maintains a system of internal control over financial reporting (as such term is
defined in Rule 13a-15(f) of the Exchange Act). The Company’s internal control over financial reporting
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was effective as of December 31, 2021 and the Company is not aware of any material weaknesses in its
internal control over financial reporting.
(g) Since the date of the latest audited financial statements included or incorporated by reference
in the Prospectus, there has been no change in the Company’s internal control over financial reporting that
has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s
internal control over financial reporting.
(h) The Company maintains disclosure controls and procedures (as such term is defined in Rule
13a-15(e) of the Exchange Act) that were effective as of March 31, 2022.
(i) At the earliest time after the filing of the registration statement that the Company makes a bona
fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Notes, the Company will not be an
“ineligible issuer,” as defined in Rule 405 under the Act.
(j) The terms that follow, when used in this Agreement, shall have the meanings indicated. The
term “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the
parties hereto. With respect to any issue of Notes, (A) the “Applicable Time” will be (i) with respect to
Notes sold to a Purchaser, such time as is specified in the applicable Terms Agreement as the Applicable
Time, or, if the Terms Agreement does not specify the Applicable Time, the Applicable Time shall mean
the time of the first sale (including, without limitation, a contract of sale) by the Company to a Purchaser
of such Notes, or (ii) with respect to Notes sold by an Agent, the Applicable Time shall mean each time of
sale (including, without limitation, a contract of sale) of such Notes, and (B) the “Pricing Disclosure
Package” shall mean the Prospectus as amended or supplemented immediately prior to the Applicable Time
taken together with any final term sheet in the form set forth in Annex II to the applicable Terms Agreement
(the “Final Term Sheet”), any Issuer Free Writing Prospectus and any other free writing prospectus that the
Company and such Agent shall expressly agree in writing to include as part of the Pricing Disclosure
Package with respect to such issue of Notes.
(k) (i)(A) At the time of filing of the Registration Statement, (B) at the time of the most recent
amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such
amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of
the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf
(within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Notes
in reliance on the exemption of Rule 163 under the Act, and (D) at the execution time of this Agreement
(with such date being used as the determination date for purposes of this clause (D)), the Company was, is
and will be a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (ii) with respect to
each offering of the Notes pursuant hereto, at the earliest time after the filing of the Registration Statement
that the Company or another offering participant made a bona fide offer (within the meaning of Rule
164(h)(2) under the Act) of such Notes, the Company was not and will not be an “ineligible issuer” as
defined in Rule 405 under the Act.
(l) The interactive data in eXtensible Business Reporting Language included or incorporated by
reference in the Registration Statement and the Prospectus fairly presents the information called for in all
material respects and has been prepared in accordance with the Commission’s rules and guidelines
applicable thereto.
(m) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any
director, officer, or employee of the Company or any of its subsidiaries nor, any agent, affiliate or other
person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any funds
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157217119.4
for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;
(ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect
unlawful payment or benefit to any foreign or domestic government or regulatory official or employee,
including of any government-owned or controlled entity or of a public international organization, or any
person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party
official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD
Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or
committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-
bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of
any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence
payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries
have instituted, and maintain and enforce, policies and procedures designed to promote and ensure
compliance with all applicable anti-bribery and anti-corruption laws.
(n) The operations of the Company and its subsidiaries are and have been conducted at all times in
all material respects in compliance with applicable financial recordkeeping and reporting requirements,
including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the
applicable anti-money laundering statutes of all jurisdictions where the Company or any of its subsidiaries
conducts business, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the
“Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
or regulatory agency, authority or body or any arbitrator involving the Company or any of its subsidiaries
with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.
(o) Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the
knowledge of the Company, any agent, or affiliate or other person associated with or acting on behalf of
the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered
or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control
of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State and including, without
limitation, the designation as a “specially designated national” or “blocked person”), the United Nations
Security Council (UNSC), the European Union, Her Majesty’s Treasury (HMT), or other relevant sanctions
authority (collectively, “Sanctions”), nor is the Company, any of its subsidiaries located, organized or
resident in a country, region or territory that is the subject or the target of Sanctions, including, without
limitation, Crimea, Cuba, the so-called Donetsk People’s Republic, Iran, the so-called Luhansk People’s
Republic, North Korea, Russia, Syria and Venezuela (each, a “Sanctioned Country”); and the Company
will not directly or indirectly use the proceeds of the offering of the securities hereunder, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity
(i) to fund or facilitate any activities of or business with any person that, at the time of such funding or
facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in
any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including
any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of
Sanctions. For the past 5 years, the Company and its subsidiaries have not knowingly engaged in and are
not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing
or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(p) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) the
Company is not aware of any security breach or incident, unauthorized access or disclosure, or other
compromise of or relating to the Company or its subsidiaries information technology and computer systems,
networks, hardware, software, data and databases (including the data and information of their respective
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157217119.4
customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the
Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the
Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (ii) neither
the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event
or condition that would reasonably be expected to result in, any security breach or incident, unauthorized
access or disclosure or other compromise to their IT Systems and Data and (iii) the Company and its
subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules
and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and
contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of
such IT Systems and Data from unauthorized use, access, misappropriation or modification. The Company
and its subsidiaries have implemented controls, policies, procedures, and technological safeguards to
maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and
Data reasonably consistent with industry standards and practices, or as required by applicable regulatory
standards.
2. Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes to a
Purchaser. (a) Subject to the terms and conditions set forth herein and to the reservation by the Company
of the right to sell Securities directly on its own behalf, the Company hereby appoints each of the Agents
to act as its agent to solicit offers for the purchase of all or part of the Notes from the Company.
On the basis of the representations and warranties, and subject to the terms and conditions set forth
herein, each of the Agents agrees, as agent of the Company, when requested by the Company to use its
reasonable best efforts to solicit offers to purchase the Notes from the Company upon the terms and
conditions set forth in the Prospectus as amended or supplemented from time to time and in the Procedures.
Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company,
but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the
identity of any purchaser or have any liability to the Company in the event any such purchase is not
consummated for any reason. Except as provided in Section 2(b), under no circumstances will any Agent
be obligated to purchase any Notes for its own account. It is understood and agreed, however, that if
approved by the Company any Agent may purchase Notes as principal pursuant to Section 2(b).
Each Agent agrees that in carrying out the transactions contemplated by the Agreement, it will
observe and comply with all securities or blue sky laws, regulations, rules and ordinances in any jurisdiction
in which the Notes may be offered, sold or delivered applicable to it as Agent hereunder. Each Agent agrees
not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any
public place and not to publicly issue any circular relating to the Notes other than the Prospectus, except in
any case with the prior express written consent of the Company.
Each Agent represents and agrees that, unless it obtains the prior written consent of the Company,
it has not made and will not make any offer relating to the Notes (other than by means of a Final Term
Sheet) that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to
be filed with the Commission.
The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time,
for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of
instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase Notes
from the Company until such time as the Company has advised them that such solicitation may be resumed.
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157217119.4
The Company agrees to pay each Agent a commission, for such Agent’s services in acting as an
agent and not for a purchase by such Agent as principal, at the Closing Date with respect to each sale of
Notes by the Company as a result of a solicitation made by such Agent, in an amount equal to that
percentage specified in Schedule I hereto of the aggregate principal amount of the Notes sold by the
Company. Such commission shall be payable as specified in the Procedures.
The Company may from time to time offer Securities or Notes for sale otherwise than through an
Agent and from time to time may appoint additional agents to sell the Notes; provided, however, that so
long as this Agreement shall be in effect, the Company shall not solicit or accept offers to purchase Notes
through any agent other than an Agent, except that the Company may accept offers to purchase Notes
through an agent other than an Agent if the Company gives the Agents reasonable prior notice of such
acceptance and any such agent enters into an agreement with the Company on terms that are substantially
similar to those contained in or incorporated in this Agreement.
If the Company shall default in its obligations to deliver Notes to a purchaser whose offer it has
accepted, the Company shall indemnify and hold each of you harmless against any loss, claim or damage
arising from or as a result of such default by the Company.
(b) Subject to the terms and conditions stated herein, whenever the Company and any of you
determine that the Company shall sell Notes directly to any of you as principal, each such sale of Notes
shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to
such sale. Each such supplemental agreement is herein referred to as a “Terms Agreement.” Each Terms
Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the
aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the maturity
date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be
paid on such Notes and the record date with respect to each such payment of interest, the Applicable Time
with respect to such Notes, the Closing Date, the place of delivery of the Notes and payment therefor, the
method of payment and any requirements for the delivery of opinions of counsel, certificates from the
Company or its officers or a letter from the Company’s independent registered public accounting firm as
described in Section 6(b). Any such Terms Agreement may also specify the period of time referred to in
Section 4(1) and certain terms of the reoffering of the Notes. Any Terms Agreement shall be substantially
in the form attached hereto as Exhibit B and may take the form of an exchange of any standard form of
written telecommunication between the Purchaser and the Company. The Purchaser’s commitment to
purchase Notes shall be deemed to have been made on the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms and conditions herein set forth.
Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be
made not later than the Closing Date agreed to in such Terms Agreement, against payment of funds to the
Company in the net amount due to the Company for such Notes by the method and in the form set forth in
the Procedures unless otherwise agreed to between the Company and the Purchaser in such Terms
Agreement.
Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any
Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal
amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical
maturity and (ii) may be resold by such Purchaser at varying prices related to prevailing market prices
determined at the time of resale or, if set forth in the applicable Terms Agreement and Pricing Supplement,
at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a
selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission
payable pursuant hereto. Any resale at a discount may not exceed the amount set forth in the Pricing
Supplement relating to such Notes.
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157217119.4
3. Offering and Sale of Notes. Each Agent and the Company agree to perform the respective duties
and obligations specifically provided to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes (including by way of resale by a Purchaser
of Notes), the Company will not file any amendment or supplement to the Registration Statement or the
Prospectus (except for (i) periodic or current reports filed under the Exchange Act, (ii) a supplement relating
to any offering of Notes providing solely for the specification of or a change in the maturity dates, interest
rates, issuance prices or other similar terms of any Notes or (iii) an amendment or a supplement relating to
an offering of Securities other than the Notes) unless the Company has furnished each of you through your
counsel a copy for your review prior to filing and given each of you a reasonable opportunity to comment
on any such proposed amendment or supplement. Subject to the foregoing sentence, the Company shall
cause each supplement to the Prospectus to be filed with the Commission pursuant to the applicable
paragraph of Rule 424(b) under the Act within the time period prescribed and shall provide evidence
satisfactory to you of such filing.
To the extent required under the Act, the Company also agrees to prepare, prior to the termination
of the offering of the Notes, with respect to any Notes to be sold pursuant to this Agreement, an Issuer Free
Writing Prospectus that is a Final Term Sheet, and to file such Final Term Sheet pursuant to Rule 433(d)
under the Act within the time required by such rule.
The Company will promptly advise each of you (i) when the Prospectus, any supplement thereto
and any Issuer Free Writing Prospectus has been filed with the Commission pursuant to Rule 424(b) or
Rule 433(d) under the Act, (ii) when, prior to termination of any offering of Notes, any amendment to the
Registration Statement (except periodic or current reports filed under the Exchange Act) has been filed or
become effective, (iii) of any request by the Commission for any amendment or supplement to the
Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or the institution
or threatening of any proceeding for that purpose, (v) of any notice of objection of the Commission to the
use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Act, and (vi) of the receipt by the Company of any notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time following the relevant Applicable Time, when a prospectus relating to the Notes
is required to be delivered under the Act, any event occurs as a result of which (i) the Prospectus, the Final
Term Sheet or any Issuer Free Writing Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; (ii) it is necessary
to amend or supplement the Registration Statement, the Prospectus, the Final Term Sheet or any Issuer Free
Writing Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder; or (iii)
the information contained in an Issuer Free Writing Prospectus conflicts with information contained in the
Registration Statement or the Prospectus that has not been superseded or modified, the Company will
promptly (x) notify each of you to suspend solicitation of offers to purchase Notes (and, if so notified by
the Company, each of you shall forthwith suspend such solicitation and cease using the Prospectus as then
supplemented), (y) prepare and file with the Commission, subject to the first sentence of paragraph (a) of
this Section 4, an amendment or supplement to the Registration Statement, the Prospectus, the Issuer Free
Writing Prospectus or the Final Term Sheet, which will correct such statement or omission or effect such
compliance and (z) supply any supplemented Prospectus, Final Term Sheet or Issuer Free Writing
9 

157217119.4
Prospectus to each of you in such quantities as you may reasonably request. If such amendment or
supplement is satisfactory in all respects to you, you will, upon the filing of such amendment or supplement
with the Commission and upon the effectiveness of an amendment to the Registration Statement, if such an
amendment is required, resume your obligation to solicit offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus relating to the Notes is required to be
delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent such documents are not available
pursuant to the EDGAR filing system, will furnish to each of you copies of such documents.
(d) As soon as practicable, the Company will make generally available to its security holders and
to each of you an earnings statement or statements of the Company and its subsidiaries which will satisfy
the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(e) The Company will furnish to each of you and your counsel, without charge, as many copies of
the Registration Statement (including exhibits thereto), and, so long as delivery of a prospectus may be
required by the Act, the Prospectus and each additional prospectus supplement, the Final Term Sheet, any
Issuer Free Writing Prospectus, and each amendment or supplement to the Indenture entered into
subsequent to the date hereof, as you may reasonably request.
(f) The Company will use its reasonable best efforts to arrange for the qualification of the Notes
for sale under the laws of such jurisdictions as any of you may reasonably designate, and will maintain such
qualifications in effect so long as required for the distribution of the Notes, except that the Company shall
not be required to qualify as a foreign corporation or dealer in securities or to execute a general consent to
service of process in any jurisdiction.
(g) The Company shall, whether or not any sale of the Notes is consummated, (i) pay all expenses
incident to the performance of its obligations under this Agreement and any Terms Agreement, including
the fees and disbursements of its accountants and counsel, the cost of printing or other production and
delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto,
the Supplemental Indenture, the Final Term Sheet, any Issuer Free Writing Prospectus, this Agreement, any
Terms Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging
and delivering the Notes, the fees and disbursements of your counsel incurred in compliance with Section
4(f) (such fees not to exceed $10,000), the fees and disbursements of the Trustee and the fees of any agency
that rates the Notes, (ii) reimburse each of you as requested for all out-of-pocket expenses (including pre-
approved advertising expenses), if any, incurred by you in connection with the implementation of this
program and (iii) pay the reasonable fees and expenses of your counsel incurred in connection with the
implementation of this program.
(h) Each acceptance by the Company of an offer to purchase Notes will be deemed to be an
affirmation that its representations and warranties contained in this Agreement are true and correct at the
time of such acceptance, as though made at and as of such time, and a covenant that such representations
and warranties will be true and correct at the Closing Date relating to such acceptance, as though made at
and as of such time (it being understood that for purposes of the foregoing affirmation and covenant such
representations and warranties shall relate to the Registration Statement, the Prospectus as amended or
supplemented at each such time and any Issuer Free Writing Prospectus relating to the Notes). Each such
acceptance by the Company of an offer for the purchase of Notes shall be deemed to constitute an additional
representation, warranty and agreement by the Company that, as of the Closing Date for the sale of such
Notes, after giving effect to the issuance of such Notes, of any other Notes to be issued on or prior to such
Closing Date and of any other Securities to be issued and sold by the Company on or prior to such Closing
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157217119.4
Date, the aggregate amount of Securities (including any Notes) which have been issued and sold by the
Company will not exceed the amount of Securities registered pursuant to the Registration Statement. The
Company will inform you promptly upon your request of the aggregate amount of Securities registered
under the Registration Statement which remain unsold.
(i) Each time the Company files with the Commission an Annual Report on Form 10-K or a
Quarterly Report on Form 10-Q or a material amendment or supplement thereto, the Company shall deliver
or cause to be delivered promptly to you a certificate of the Company, in form reasonably satisfactory to
you, signed by the Chief Executive Officer or the President or the principal financial or accounting officer
of the Company, dated the date of filing of such report or material amendment or supplement thereto, of
the same tenor as the certificate referred to in Section 5(d) but modified to relate to the Registration
Statement and the Prospectus as amended or supplemented to such date.
(j) Each time the Company files with the Commission an Annual Report on Form 10-K or a
Quarterly Report on Form 10-Q or a material amendment or supplement thereto, the Company shall furnish
or cause to be furnished promptly to you written opinions of counsel for the Company, in form reasonably
satisfactory to you, dated the date of filing of such report or material amendment or supplement thereto, of
the same tenor as the opinions referred to in Section 5(b) but modified to relate to the Registration Statement
as of its then most recent effective date and the Prospectus as amended or supplemented to the date of filing
of such report or material amendment or supplement thereto or, in lieu of such opinions, counsel last
furnishing such opinions to you may furnish you with a letter to the effect that you may rely on such last
opinions to the same extent as though they were dated the date of such letter authorizing reliance (except
that statements in such last opinions will be deemed to relate to the Registration Statement as of its then
most recent effective date and the Prospectus as amended or supplemented to the date of filing of such
report or material amendment or supplement thereto).
(k) Each time the Company files with the Commission an Annual Report on Form 10-K or a
Quarterly Report on Form 10-Q or a material amendment or supplement thereto, the Company shall cause
its independent registered public accounting firm promptly to furnish you a letter, dated no later than five
business days after the date of filing of such report or material amendment or supplement thereto, in form
reasonably satisfactory to you, of the same tenor as the letter referred to in Section 5(e) with such changes
as may be necessary to reflect the amended and supplemental financial information included or incorporated
by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of
such letter; provided, however, that, if the Registration Statement or the Prospectus is amended or
supplemented solely to include or incorporate by reference financial information as of and for a fiscal
quarter, the Company’s independent registered public accounting firm may limit the scope of such letter,
which shall be satisfactory in form to you, to the unaudited financial statements, the related “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and any other information of
an accounting, financial or statistical nature included in such amendment or supplement, unless, in your
reasonable judgment, such letter should cover other information or changes in specified financial statement
line items.
(l) During the period, if any, specified in any Terms Agreement, the Company shall not, without
the prior consent of the Purchaser thereunder, offer, sell or contract to sell, or otherwise dispose of, directly
or indirectly, or announce the offering of, any first mortgage bonds issued by the Company (other than the
Notes being sold pursuant to such Terms Agreement).
(m) Notwithstanding the foregoing, it is agreed that if, at any time and from time to time during the
term of this Agreement, the Company should deliver to the Agents notification of its decision to suspend
solicitation of offers to purchase Notes pursuant to Section 2(a), then during the period of any such
suspension or suspensions the Company shall be relieved of its obligation to provide to the Agents the
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157217119.4
certificate, opinions and letter required pursuant to Sections 4(i), 4(j) and 4(k) hereof. However, whenever
such a suspension is lifted, the Company shall be required to deliver to the Agents, prior to the resumption
of any solicitation of offers to purchase Notes pursuant to Section 2(a), the most recent certificate, opinions
and letter which would have been required except for the suspension. In the case of the letter required by
Section 4(k) hereof, and not in limitation of Section 5(e), when the suspension is lifted the letter or letters
provided by the Company’s independent registered public accounting firm shall be provided for information
included or incorporated by reference in the Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter, for which a letter or letters had not been previously provided
pursuant to Section 4(k).
(n) During the term of this Agreement, the Company shall furnish to each Agent (i) to the extent
such documents are not available pursuant to the EDGAR filing system, copies of all annual, quarterly and
current reports (without exhibits) of the Company filed with the Commission under the Exchange Act, (ii)
to the extent such documents are not available pursuant to the EDGAR filing system or disseminated
through a national news distribution source and publicly available at no charge to the recipient, copies of
all announcements made to the general financial community and (iii) notice of (x) any decrease in the rating
or (y) credit watch with negative implications, in either case of the Notes or any other debt securities of the
Company, by any nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the
Exchange Act).
(o) The Company agrees that any person who has agreed to purchase and pay for any Note pursuant
to a solicitation by any of the Agents shall have the right to refuse to purchase such Note if, subsequent to
the agreement to purchase such Note and prior to the delivery of any payment for such Note, any change,
condition or development specified in any of Sections 8(b)(iii), (iv) or (v) shall have occurred (with the
judgment of the Agent that presented the offer to purchase such Note being substituted for any judgment of
a Purchaser required therein) the effect of which is, in the judgment of the Agent that presented the offer to
purchase such Note, so material and adverse as to make it impractical or inadvisable to proceed with the
sale and delivery of such Note (it being understood that under no circumstance shall any such Agent have
any duty or obligation to the Company or to any such person to exercise the judgment permitted to be
exercised under this Section 4(o)).
(p) The Company shall pay any required Commission filing fees relating to the Notes within the
time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in
accordance with Rules 456(b) and 457(r) under the Act.
5. Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to
purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the
Company contained herein as of the Execution Time, when any supplement to the Prospectus relating to
the Notes is filed with the Commission and as of each Closing Date, to the accuracy of the statements of
the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company
of its obligations hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) under
the Act, the Prospectus, and any supplement, shall have been filed in the manner and within the time period
required by Rule 424(b) under the Act; no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have been instituted or
threatened; and no notice of objection of the Commission to the use of the form of the Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have
been received by the Company.
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(b) Subject to Section 5(g) below, the Company shall have furnished to each Agent the opinions of
Perkins Coie LLP or other counsel to the Company reasonably acceptable to the Agents, and the opinion
of the General Counsel for the Company, dated the Execution Time, substantially in the forms of Exhibits
D-1 and D-2 hereto and Exhibit E hereto, respectively.
(c) Subject to Section 5(g) below, each Agent shall have received from Sullivan & Cromwell LLP
or other counsel for the Agents determined by the Agents and reasonably acceptable to the Company, such
opinion or opinions, dated the Execution Time, with respect to the incorporation of the Company, the
validity of the Indenture and the Notes, the Registration Statement, the Prospectus (together with any
supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall
have furnished to such counsel such documents as they may reasonably request for the purpose of enabling
them to pass upon such matters. In rendering their opinions, Sullivan & Cromwell LLP (or other counsel
for the Agents) may rely upon the opinion described above of the General Counsel for the Company, as to
all matters of Idaho, Montana, Nevada, Oregon, Washington, and Wyoming law.
(d) The Company shall have furnished to each Agent a certificate of the Company, signed by the
Chief Executive Officer or the President or the principal financial or accounting officer of the Company,
dated the Execution Time, to the effect that:

(i) the representations and warranties of the Company in this Agreement are true and
correct in all material respects on and as of the date hereof with the same effect as if made on the
date hereof and the Company has complied with all the agreements and satisfied all the conditions
on its part to be performed or satisfied as a condition to the obligation of the Agents to solicit offers
to purchase the Notes;

(ii) no stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge,
threatened; and no notice of objection of the Commission to the use of the form of the Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall
have been received by the Company; and

(iii) since the date of the most recent audited financial statements included in o
incorporated by reference in the Prospectus, there has been no material adverse change or any
development that could reasonably be expected to result in a material adverse change in the
condition (financial or other), earnings, business or properties of the Company and its subsidiaries
considered as a whole, whether or not arising from transactions in the ordinary course of business,
except as set forth in or contemplated by the Prospectus.
(e) Subject to Section 5(g) below, at the Execution Time, Deloitte & Touche LLP, or such other
independent registered public accounting firm approved by the Audit Committee of the Company’s Board
of Directors, shall have furnished to each Agent a letter or letters (which may refer to letters previously
delivered to the Agents), dated as of the Execution Time, to the effect set forth in Exhibit C hereto.
(f) Subject to Section 5(g) below, prior to the Execution Time, the Company shall have furnished
to each Agent such further information, documents and certificates as the Agents may reasonably request.
(g) Notwithstanding the foregoing, if the Company delivers to the Agents notification to suspend
solicitation of offers to purchase Notes pursuant to Section 2(a), then the Company shall not be required to
deliver (or cause to be delivered) the opinions, letters or other materials required under Sections 5(b), (c),
(e) or (f) at the Execution Time; provided that, when such a suspension is lifted, the Company shall deliver
(or cause to be delivered) to the Agents, prior to the resumption of any solicitation of offers to purchase
13 

157217119.4
Notes pursuant to Section 2(a), (i) the most recent opinions and letter required to be delivered pursuant to
Section 4(m), or if no such opinions and letter are required to be delivered pursuant to Section 4(m), the
opinions and letter of the same tenor required under Sections 5(b) and (e), but dated a recent date (that is
reasonably satisfactory to the Agents) prior to the resumption of such solicitation (such a recent date, the
“Delivery Date”), (ii) the opinions of the same tenor required under Sections 5(c) but dated the Delivery
Date, and (iii) such other information, documents and certificates as the Agents may reasonably request.
For the avoidance of doubt, this Section 5(g) shall not limit any obligations of the Company hereunder
(other than under Sections 5(b), (c), (e) and (f)), including without limitation any certificates required to be
delivered pursuant to Section 4.
(h) In the case of solicitation of offers to purchase any Notes having maturity of more than 30 years,
the Company shall have obtained the authorization of its Board of Directors, as well as the approval of the
Idaho Public Utilities Commission and the Public Service Commission of Wyoming, in each case, for
issuance of Notes having maturity of more than 30 years.
If any of the conditions specified in this Section 5 shall not have been fulfilled in all material
respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above
or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and
substance to such Agents and counsel for the Agents, this Agreement and all obligations of any Agent
hereunder may be cancelled at any time by the Agents. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be delivered at the office of Perkins
Coie LLP, counsel for the Company, on the date hereof or a Delivery Date, as the case may be.
6. Conditions to the Obligations of a Purchaser. The obligations of a Purchaser to purchase any
Notes will be subject to the accuracy of the representations and warranties on the part of the Company
herein as of the date of the related Terms Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and agreements herein contained on its part
to be performed and observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been instituted or threatened; and no notice of objection of
the Commission to the use of the form of the Registration Statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company.
(b) To the extent not otherwise agreed to between the Company and the Purchaser in a Terms
Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated
as of the Closing Date, to the effect set forth in Section 5(d) (except that references to the Prospectus shall
be to the Prospectus as amended or supplemented as of the date of such Terms Agreement), (ii) the opinions
of counsel for the Company, dated as of the Closing Date, to the effect referred to in Section 5(b), (iii) the
opinion(s) of counsel for the Purchaser, dated as of the Closing Date, to the effect referred to in Section
5(c), and (iv) the letters of the independent registered public accounting firm for the Company, dated as of
the date of the related Terms Agreement and as of the Closing Date, respectively, to the effect referred to
in Section 5(e).
(c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further
information, certificates and documents as the Purchaser may reasonably request.
14 

157217119.4
(d) In the case of purchase of any Notes having maturity of more than 30 years, the Company shall
have obtained the authorization of its Board of Directors, as well as the approval of the Idaho Public Utilities
Commission and the Public Service Commission of Wyoming, in each case, for issuance of Notes having
maturity of more than 30 years.
If any of the conditions specified in this Section 6 shall not have been fulfilled in all material
respects when and as provided in this Agreement and the applicable Terms Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and
required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material
respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms
Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto
may be cancelled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such
cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.
7. Indemnification. (a) The Company will indemnify, defend, and hold harmless each of you for,
from, and against any losses, claims, damages or liabilities, joint or several, to which you may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged
untrue statement of any material fact contained in any preliminary prospectus, any preliminary prospectus
supplement, the Prospectus, any amendment or supplement thereto or any Issuer Free Writing Prospectus,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading; and will reimburse each of you for any legal or other expenses reasonably
incurred by you in connection with investigating or defending against such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus,
any preliminary prospectus supplement, the Registration Statement, the Prospectus, any amendment or
supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by you or on your behalf for inclusion therein or arising
out of, or based upon, statements in or omissions from Exhibits 25.1 and 25.3 to the Registration Statement
which shall constitute the Statements of Eligibility of the Trustee on Forms T-1, or amendments thereto,
under the Indenture. This indemnity agreement shall be in addition to any liability that the Company may
otherwise have.
The foregoing indemnity agreement shall, upon the same terms and conditions, extend to and inure
to the benefit of each person, if any, that controls any of you within the meaning of the Act.
(b) Each of you severally and not jointly shall indemnify, defend, and hold harmless the Company
for, from, and against any losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement or any amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue
statement of any material fact contained in any preliminary prospectus, any preliminary prospectus
supplement, the Prospectus, any amendment or supplement thereto or any Issuer Free Writing Prospectus,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required
15 

157217119.4
to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in any preliminary
prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus, any
amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity
with information furnished in writing to the Company by you or on your behalf for inclusion therein; and
will reimburse the Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending against any such loss, claim, damage, liability or action as such
expenses are incurred. This indemnity agreement shall be in addition to any liability that you may otherwise
have.
The foregoing indemnity agreement shall, upon the same terms and conditions, extend to and inure
to the benefit of each director of the Company, each of its officers who has signed the Registration
Statement and each person, if any, that controls the Company within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of
the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such subsection. In case any
such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it
shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable
to such indemnified party under such subsection for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold
harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and each of you on the other from the offering of the Notes to
which such loss, claim, damage or liability (or actions in respect thereof) relates and also the relative fault
of the Company on the one hand and each of you on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the Company on the one hand
and each of you on the other shall be deemed to be in the same proportion as the total net proceeds from
such offering (before deducting expenses) received by the Company bear to the total discounts and
commissions received by you. The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact required to be stated therein or necessary in order to make the statements therein not
misleading relates to information supplied by the Company on the one hand or any of you on the other and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each of you agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to above in this subsection
(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include
16 

157217119.4
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this subsection (d), you shall not
be required to contribute any amount in excess of the amount by which the total price at which the Notes
sold by or through you to the public exceeds the amount of any damages which you have otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The
obligations of each of you in this subsection (d) to contribute are several in proportion to the respective
sales made by or through you to the public to which such loss, claim, damage or liability (or action in
respect thereof) relates and are not joint.
8. Termination. (a) This Agreement will continue in effect until terminated as provided in this
Section 8. This Agreement may be terminated either by the Company as to any Agent or by any Agent
insofar as this Agreement relates to such Agent, by giving written notice of such termination to such Agent
or the Company, as the case may be. This Agreement shall so terminate at the close of business on the first
business day following the receipt of such notice by the party to whom such notice is given. In the event
of such termination with respect to any Agent, this Agreement shall remain in full force and effect with
respect to any other Agent as to which such termination has not occurred, and no party shall have any
liability to the other party hereto, except as provided in the sixth paragraph of Section 2(a), Section 4(g),
Section 7 and Section 9 hereof.
(b) Each Terms Agreement shall be subject to termination in the absolute discretion of the
Purchaser, by written notice given to the Company prior to delivery of any payment for any Note to be
purchased thereunder, if subsequent to the agreement to purchase such Note and prior to such payment time
(i) there shall have occurred any change in or affecting the business or properties of the Company and its
subsidiaries taken as a whole the effect of which is, in the judgment of the Purchaser, so material and
adverse as to make it impracticable or inadvisable to proceed with the offer, sale or delivery of Notes in the
manner contemplated in the Pricing Disclosure Package, the Prospectus and this Agreement, (ii) there shall
have been any decrease in the rating of any of the Company’s first mortgage bonds by Moody’s Investors
Service or Standard & Poor’s Ratings Services the effect of which is, in the judgment of the Purchaser, so
material and adverse as to make it impracticable or inadvisable to proceed with the offer, sale or delivery
of Notes in the manner contemplated in the Pricing Disclosure Package, the Prospectus and this Agreement,
(iii) trading in securities generally on the New York Stock Exchange shall have been suspended or limited
or minimum prices shall have been established on such Exchange, (iv) a general moratorium on commercial
banking activities shall have been declared by either Federal or New York State authorities or a material
disruption in commercial banking or securities settlement or clearance services in the United States shall
have occurred, (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war or other calamity or crisis the effect of which is such as to
make it, in the judgment of the Purchaser, impracticable or inadvisable to proceed with the offer, sale or
delivery of Notes in the manner contemplated in the Pricing Disclosure Package, the Prospectus and this
Agreement or (vi) there shall have occurred any adverse change in national or international financial,
political or economic conditions the effect of which is such as to make it, in the judgment of the Purchaser,
impracticable or inadvisable to proceed with the offer, sale or delivery of Notes in the manner contemplated
in the Pricing Disclosure Package, the Prospectus and this Agreement.
9. No Fiduciary Duty. The Company acknowledges and agrees with respect to the purchase and
sale of Notes pursuant to Section 2(b) of this Agreement that (i) such purchase and sale is an arm’s-length
commercial transaction between the Company, on the one hand, and any of you, on the other, (ii) in
connection therewith and with the process leading to such transaction each of you is acting solely as
principal and not as agent or fiduciary of the Company, (iii) you have not assumed an advisory or fiduciary
responsibility in favor of the Company with respect to the offering contemplated hereby or the process
17 

157217119.4
leading thereto (irrespective of whether you have advised or are currently advising the Company on other
matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement
and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate.
The Company acknowledges and agrees that with respect to the purchase and sale of Notes pursuant to
Section 2(b) of this Agreement, it will not claim that you have rendered advisory services of any nature or
respect, or owe a fiduciary or similar duty to the Company, in connection with such purchase and sale or
the process leading thereto.
10. Survival of Certain Provisions. The respective representations, warranties, indemnities and
other statements of the Company or its officers and of you set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by or on behalf of you or the
Company or any of the persons referred to in Section 7 hereof, and will survive delivery of and payment
for the Notes. The provisions of Sections 4(g) and 7 hereof shall survive the termination or cancellation of
this Agreement. The provisions of this Agreement applicable to any purchase of a Note for which an
agreement to purchase exists prior to the termination hereof shall survive any termination of this
Agreement. If at the time of termination of this Agreement any Purchaser shall own any Notes with the
intention of selling them, the provisions of Section 4 shall remain in effect until such Notes are sold by the
Purchaser.
11. Notices. All communications hereunder will be in writing and effective only on receipt, and,
if sent to any of you, will be mailed, delivered or telegraphed and confirmed to such of you, at the address
specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at 1221 W. Idaho Street, Boise, Idaho 83702-5627, attention of the Corporate Secretary.
12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto,
their respective successors and the controlling persons referred to in Section 7 hereof and no other person
will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed in accordance with the
laws of the State of New York.
14. Counterparts. This Agreement may be executed by any one or more of the parties hereto and
thereto in any number of counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
15. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Agent that is a Covered Entity becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and
any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and
obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such
Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this
Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were
governed by the laws of the United States or a state of the United States.
For purposes of this Agreement, (A) “BHC Act Affiliate” has the meaning assigned to the
term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity”
18 

157217119.4
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) “U.S. Special
Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the
regulations promulgated thereunder.
If the foregoing is in accordance with your understanding of our agreement, please sign and return
to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding
agreement between the Company and each of you.

[Signature Pages Follow]

[Signature Page to Selling Agency Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date hereof.

BOFA SECURITIES, INC.

By: ___________________________

Title:

MUFG SECURITIES AMERICAS INC.

By: ___________________________

Title:

J.P. MORGAN SECURITIES LLC

By: ___________________________

Title:

U.S. BANCORP INVESTMENTS, INC.

By: ___________________________

Title:

KEYBANC CAPITAL MARKETS INC.

By: ___________________________

Title:
WELLS FARGO SECURITIES, LLC

By: ___________________________

Title:

Laurie CampbellManaging Director

[Signature Page to Selling Agency Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date hereof.

BOFA SECURITIES, INC.

By: ___________________________

Title:

MUFG SECURITIES AMERICAS INC.

By: ___________________________

Title:

J.P. MORGAN SECURITIES LLC

By: ___________________________

Title:

U.S. BANCORP INVESTMENTS, INC.

By: ___________________________

Title:

KEYBANC CAPITAL MARKETS INC.

By: ___________________________

Title:
WELLS FARGO SECURITIES, LLC

By: ___________________________

Title:

Som BhattacharyyaExecutive Director

[Signature Page to Selling Agency Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date hereof.

BOFA SECURITIES, INC.

By: ___________________________

Title:

MUFG SECURITIES AMERICAS INC.

By: ___________________________

Title:

J.P. MORGAN SECURITIES LLC

By: ___________________________

Title:

U.S. BANCORP INVESTMENTS, INC.

By: ___________________________

Title:

KEYBANC CAPITAL MARKETS INC.

By: ___________________________

Title:
WELLS FARGO SECURITIES, LLC

By: ___________________________

Title:

Eamon McDermott
Managing Director

[Signature Page to Selling Agency Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date hereof.

BOFA SECURITIES, INC.

By: ___________________________

Title:

MUFG SECURITIES AMERICAS INC.

By: ___________________________

Title:

J.P. MORGAN SECURITIES LLC

By: ___________________________

Title:

U.S. BANCORP INVESTMENTS, INC.

By: ___________________________

Title:

KEYBANC CAPITAL MARKETS INC.

By: ___________________________

Title:
WELLS FARGO SECURITIES, LLC

By: ___________________________

Title:

Carolyn HurleyManaging Director

S-1

157217119.4
SCHEDULE I
Commissions:

The Company agrees to pay each Agent a commission equal to the following percentage of the
principal amount of each Note sold on an agency basis by such Agent:

Term Commission Rate
1 year to less than 1.5 years 0.150%
1.5 years to less than 2 years 0.200%
2 years to less than 3 years 0.250%
3 years to less than 4 years 0.350%
4 years to less than 5 years 0.450%
5 years to less than 7 years 0.600%
7 years to less than 10 years 0.625%
10 years to less than 15 years 0.650%
15 years to less than 20 years 0.700%
20 years to less than 25 years 0.750%
25 years to less than 40 years 0.875%
Unless otherwise specified in the applicable Terms Agreement, the discount or commission payable
to a Purchaser shall be determined on the basis of the commission schedule set forth above.
Address for Notice to Agents:
otices to BofA Securities, Inc. shall be directed to it at
1540 Broadway, NY8-540-26-02, New York, NY 10036

Attention of High Grade Transaction Management/Legal
Fax: [phone]
Email: [e-mail]

otices to J.P. Morgan Securities LLC shall be directed to it at
Investment Grade Syndicate Desk, 383 Madison Avenue, 3rd Floor, New York, NY 10179

Attention of Investment Grade Syndicate Desk
Tel: [phone]
Fax: [phone]

otices to KeyBanc Capital Markets Inc. shall be directed to it at
127 Public Square, Cleveland, OH 44114

Attention of High Grade Syndicate
Tel: [phone]
Fax: [phone]

otices to MUFG Securities Americas Inc. shall be directed to it at
1221 Avenue of the Americas, 6th Floor, New York, NY 10020

Attention of Capital Markets Group

S‐2 

157217119.4
Tel: [phone]
Fax: [phone]

otices to U.S. Bancorp Investments, Inc. shall be directed to it at
214 North Tryon Street, 26th Floor, EX_NC-WSTC, Charlotte, NC 28202

Attention of Credit Fixed Income
Tel: [phone]
Fax: [phone]

otices to Wells Fargo Securities, LLC shall be directed to it at
550 South Tryon Street, 5th Floor, Charlotte, NC 28202

Attention of Transaction Management
Fax: [phone]

A-1
157217119.4
EXHIBIT A
IDAHO POWER COMPANY
First Mortgage Bonds,
Secured Medium-Term Notes, Series M, Administrative Procedures
Book-Entry Form
The First Mortgage Bonds, Secured Medium-Term Notes, Series M, Due from One Year to Forty
Years from Date of Issue (the “Notes”) of Idaho Power Company (the “Company”) are to be offered on a
continuing basis. BofA Securities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc.,
MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as
agents (each an “Agent”), have agreed to use their reasonable best efforts to solicit purchases of Notes
issued in fully registered form. The Agents will not be obligated to purchase Notes for their own account.
The Notes are being sold pursuant to a Selling Agency Agreement between the Company and the agents
named therein (including the Agents) dated the date hereof (the “Agency Agreement”). The Notes have
been registered with the Securities and Exchange Commission (the “Commission”). The Notes will be
issued under the Company’s Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between
the Company and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company
(the “Trustee”), as supplemented, pursuant to the Fiftieth Supplemental Indenture dated as of June 30, 2022
(the “Indenture”).
The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as
principal and not as agent. In the event of any such purchase, the functions of both the Agent and the
beneficial owner under the administrative procedures set forth below shall be performed by such Agent
acting solely as principal, unless otherwise agreed to between the Company and such Agent acting as
principal.
Each Note will be represented by a Global Security (as defined hereinafter) delivered to Deutsche
Bank Trust Company Americas (“Deutsche Bank”) as agent for The Depository Trust Company (“DTC”),
and recorded in the book-entry system maintained by DTC (a “Book-Entry Note”). An owner of a Book-
Entry Note will not be entitled to receive a certificate representing such Note.
The procedures to be followed during, and the specific terms of, the solicitation of orders by the
Agents and the sale as a result thereof by the Company are explained below. Administrative and record-
keeping responsibilities will be handled for the Company by its Finance Department. The Company will
advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with
whom the Agents and the Trustee are to communicate regarding orders to purchase Notes and the details
of their delivery.
Administrative procedures and specific terms of the offering are explained below. Book-Entry
Notes will be issued in accordance with the administrative procedures set forth below, as adjusted in
accordance with changes in DTC’s operating requirements. Unless otherwise defined herein, terms defined
in the Indenture and the Notes shall be used herein as therein defined. Only fixed rate Notes may be issued.
To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s
operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture,
DTC’s operating requirements and the Agency Agreement shall control.

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157217119.4
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system
maintained by DTC, Deutsche Bank will perform the custodial, document control and administrative
functions described below, in accordance with its respective obligations under a Letter of Representations
from the Company and Deutsche Bank to DTC dated as of November 21, 2000, and a Medium-Term Note
Certificate Agreement between Deutsche Bank and DTC, dated as of October 21, 1988, and its obligations
as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).

Issuance: On any date of settlement (as defined under “Settlement” below) for one or more Book-
Entry Notes, the Company will issue a single global security in fully registered form
without coupons (a “Global Security”) representing up to $1,200,000,000 principal
amount of all such Book-Entry Notes that have the same Issue Date, original issue
discount provisions, if any, Interest Payment Dates, Regular Record Dates, redemption,
repayment and extension provisions, if any, Maturity Date, and interest rate
(collectively, the “Terms”). Each Global Security will be dated and issued as of the date
of its authentication by the Trustee. Each Global Security will bear an original issue
date, which will be (i) with respect to an original Global Security (or any portion
thereof), the original issue date specified in such Global Security and (ii) following a
consolidation of Global Securities, with respect to the Global Security resulting fro
such consolidation, the most recent Interest Payment Date to which interest has been
aid or duly provided for on the predecessor Global Secu ities, regardless of the date o
authentication of such resulting Global Security. No Global Security will represent any
securities in certificated form.

Identification
umbers:
The Company has arranged with the CUSIP Service Bureau of Standard & Poor’s
Corporation (the “CUSIP Service Bureau”) for the reservation of a series of CUSIP
numbers, which series consists of approximately 900 CUSIP numbers and relates to
Global Securities representing Book-Entry Notes and book-entry medium-term notes
issued by the Company with other series designations. Deutsche Bank, the Company
and DTC have obtained from the CUSIP Service Bureau a written list of such reserved
CUSIP numbers. Deutsche Bank will assign CUSIP numbers to Global Securities as
described below under Settlement Procedure “B.” DTC will notify the CUSIP Service
Bureau periodically of the CUSIP numbers that Deutsche Bank has assigned to Global
Securities. Deutsche Bank will notify the Company at any time when fewer than 100
of the reserved CUSIP numbers remain unassigned to Global Securities, and, if it deems
necessary, the Company will reserve additional CUSIP numbers for assignment to
Global Securities. Upon obtaining such additional CUSIP numbers, Deutsche Bank o
the Company shall deliver a list of such additional CUSIP numbers to DTC.

Registration: Global Securities will be issued only in fully registered form without coupons. Each
Global Security will be registered in the name of Cede & Co., as nominee for DTC, o
such other name as may be requested by DTC, on the bond register for the Notes
maintained under the Indenture. The beneficial owner of a Book-Entry Note (or one o
more indirect participants in DTC designated by such owner) will designate one or more
articipants in DTC (with respect to such Book-Entry Note, the “Participants”) to act as
agent or agents for such owner in connection with the book-entry system maintained by
DTC, and DTC will record in book-entry form, in accordance with instructions provide
y such Participants, a credit balance with respect to such beneficial owner in such

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157217119.4
Book-Entry Note in the account of such Participants. The ownership interest of such
beneficial owner (or such Participants) in such Book-Entry Note will be recorded
through the records of such Participants or through the separate records of such
Participants and one or more indirect participants in DTC.

Transfers: Transfers of a Book-Entry Note will be accomplished by book entries made by DTC
and, in turn, by Participants (and in certain cases, one or more indirect participants in
DTC) acting on behalf of beneficial transferors and transferees of such Note.

Exchanges: After the first Interest Payment Date on individual issues of the Notes, Deutsche Bank
may deliver to DTC’s Reorganization Department, Interactive Data Control and the
CUSIP Service Bureau at any time a written notice of consolidation (a copy of which
shall be attached to the resulting Global Security described below) specifying (i) the
CUSIP numbers of two or more outstanding Global Securities that represent Book-Entry
otes having the same Terms and for which interest has been paid to the same date, (ii)
a date, occurring at least thirty (30) days after such written notice is delivered and a
least thirty (30) days before the next Interest Payment Date for such Book-Entry Notes,
on which such Global Securities shall be exchanged for a single replacement Global
Security and (iii) a new CUSIP number to be assigned to such replacement Global
Security. Upon receipt of such a notice, DTC will send to its participants (including
Deutsche Bank) a written reorganization notice to the effect that such exchange will
occur on such date. Prior to the specified exchange date, Deutsche Bank will deliver to
the CUSIP Service Bureau a written reorganization notice setting forth such exchange
date and such new CUSIP number and stating that, as of such exchange date, the CUSIP
numbers of the Global Securities to be exchanged will no longer be valid. On the
specified exchange date, Deutsche Bank will exchange such Global Securities for a
single Global Security bearing the new CUSIP number and the CUSIP numbers of the
exchanged Global Securities will, in accordance with CUSIP Service Bureau
rocedures, be cancelled and not immediately reassigned.

Maturities: Each Book-Entry Note will mature on a date not less than one (1) year nor more than
forty (40) years after the Issue Date for such Note.

Denominations: Book-Entry Notes will be issued in principal amounts of $1,000 or any amount in excess
thereof that is an integral multiple of $1,000.

Interest: General. Interest, if any, on each Book-Entry Note will accrue from the Original Interest
Accrual Date for the first interest period or the last date to which interest has been paid,
if any, for each subsequent interest period, on the Global Security representing such
Book-Entry Note, and will be calculated and paid in the manner described in such Book-
Entry Note and in the Prospectus (as defined in the Agency Agreement). Unless
otherwise specified therein, each payment of interest on a Book-Entry Note will include
interest accrued to but excluding the Interest Payment Date or to but excluding Maturity
(other than a Maturity of a Book-Entry Note occurring on the 31st day of a month, in
which case such payment of interest will include interest accrued to but excluding the
30th day of such month). Interest payable at the Maturity of a Book-Entry Note will be
ayable to the Person to whom the principal of such Note is payable. Standard & Poor’s
Corporation will use the information received in the pending deposit message described
under Settlement Procedure “C” below in order to include the amount of any interes

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157217119.4
ayable and certain other information regarding the related Global Security in the
appropriate (daily or weekly) bond report published by Standard & Poor’s Corporation.

Regular Record Dates. Unless otherwise specified pursuant to Settlement Procedure
“A” below, the Regular Record Dates with respect to the Interest Payment Dates se
forth below shall be February 15 and August 15.

Interest Payment Dates. Unless otherwise specified pursuant to Settlement Procedure
“A” below, interest payments on Book-Entry Notes will be made semiannually on
March 1 and September 1 of each year and at Maturity; provided, however, that if an
Interest Payment Date for a Book-Entry Note is not a Business Day, the payment due
on such day shall be made on the next succeeding Business Day and no interest shall
accrue on such payment for the period from and after such Interest Payment Date;
rovided further, that in the case of a Book-Entry Note issued between a Regular Record
Date and an Interest Payment Date, the first interest payment will be made on the Interest
Payment Date following the next succeeding Regular Record Date.

Calculation of
Interes :
Interest on Book-Entry Notes (including interest for partial periods) will be calculated
on the basis of a 360-day year of twelve 30-day months.

Payment of
Principal
and Interest:
Payment of Interest Only. Promptly after each Regular Record Date, Deutsche Bank
will deliver to the Company and DTC’s Dividend Department a written notice setting
forth, by CUSIP number, the amount of interest to be paid on each Global Security on
the following Interest Payment Date (other than an Interest Payment Date coinciding
with Maturity) and the total of such amounts. DTC will confirm the amount payable on
each Global Security on such Interest Payment Date by reference to the appropriate
(daily or weekly) bond reports published by Standard & Poor’s Corporation. The
Company will pay to Deutsche Bank, as paying agent, the total amount of interest due
on such Interest Payment Date (other than at Maturity), and Deutsche Bank will pay
such amount to DTC, at the times and in the manner set forth below under “Manner o
Paymen .”

Payments at Maturity. On or about the first Business Day of each month, Deutsche
Bank will deliver to the Company and DTC a written list of principal and interest to be
aid on each Global Security maturing in the following month. Deutsche Bank, the
Company and DTC will confirm the amounts of such principal and interest payments
with respect to each such Global Security on or about the fifth Business Day preceding
the Maturity of such Global Security. On or before Maturity, the Company will pay to
Deutsche Bank, as paying agent, the principal amount of such Global Security, togethe
with interest due at such Maturity. Deutsche Bank will pay such amount to DTC at the
times and in the manner set forth below under “Manner of Payment.” If any Maturity o
a Global Security representing Book-Entry Notes is not a Business Day, the payment
due on such day shall be made on the next succeeding Business Day and no interest shall
accrue on such payment for the period from and after such Maturity. Promptly afte
ayment to DTC of the principal and interest due at Maturity of such Global Security,
the Trustee will cancel such Global Security in accordance with the Indenture and so
advise the Company. On the first Business Day of each month, Deutsche Bank will
deliver to the Company a written statement indicating the total principal amount o
Outstanding Global Securities as of the immediately preceding Business Day.

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157217119.4
Manner of Payment. The total amount of any principal and interest due on Global
Securities on any Interest Payment Date or at Maturity shall be paid by the Company to
Deutsche Bank in immediately available funds on such date. The Company will make
such payment on such Global Securities y wire transfer to Deutsche Bank, to the
following account:

Deutsche Bank Trust Company Americas
Trust & Securities Services
ABA #: 021001033
Account Number: 01419647
Reference: Idaho Power First Mortgage Bonds.

Prior to 10 A.M. (New York City time) on the date of Maturity or as soon as possible
thereafter, Deutsche Bank will pay by separate wire transfer (using Fedwire message
entry instructions in a form previously specified by DTC) to an account at the Federal
Reserve Bank of New York previously specified by DTC, in funds available fo
immediate use by DTC, each payment of principal (together with interest thereon) due
on a Global Security on such date. On each Interest Payment Date (other than a
Maturity), interest payments shall be made to DTC, in funds available for immediate
use by DTC, in accordance with existing arrangements between Deutsche Bank an
DTC. On each such date, DTC will pay, in accordance with its SDFS operating
rocedures then in effect, such amounts in funds available for immediate use to the
respective Participants in whose names the Book-Entry Notes represented by such
Global Securities are recorded in the book-entry system maintained by DTC. Neithe
the Company nor Deutsche Bank shall have any direct responsibility or liability for the
ayment by DTC to such Participants of the principal of and interest on the Book-Entry
otes.

Withholding Taxes. The amount of any taxes required under applicable law to be
withheld from any interest payment on a Book-Entry Note will be determined and
withheld by the Participant, indirect participant in DTC or other Person responsible fo
forwarding payments and materials directly to the beneficial owner of such Note.

Procedures
upon
Company’s
Exercise
of Optional
Redemption:
Company Notice to Trustee Regarding Exercise of Optional Redemption. At least 35
days prior to the date on which it intends to redeem a Book-Entry Note, the Company
will notify the Trustee that it is exercising such option with respect to such Book-Entry
ote on such date.

Trustee Notice to DTC Regarding Company’s Exercise of Optional Redemption. Afte
receipt of notice that the Company is exercising its option to redeem a Book-Entry Note,
the Trustee will, at least 30 days before the redemption date for such Book-Entry Note,
deliver to DTC a notice identifying such Book-Entry Note by CUSIP number and
informing DTC of the Company’s exercise of such option with respect to such Book-
En ry Note.

Deposit of Redemption Price. On or before any redemption date, the Company shall
deposit with such Trustee an amount of money sufficient to pay the redemption price,
lus interest accrued to such redemption date, for all the Book-Entry Notes or portions

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157217119.4
thereof which are to be repaid on such redemption date. Such Trustee will use such
money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes.

Procedure for
Rate
Setting and
Posting:
The Company and the Agents will discuss from time to time the aggregate principal
amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes
that may be sold as a result of the solicitation of orders by the Agents. If the Company
decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which
the Agents are to solicit orders (the setting of such prices and rates to be referred to
herein as “posting”) or if the Company decides to change prices or rates previously
osted by it, it will promptly advise the Agents of the prices and rates to be posted.

Acceptance and
Rejection of
Orders:
Unless otherwise instructed by the Company, each Agent will advise the Company
romptly by telephone or other appropriate means of all orders to purchase Book-Entry
otes received by such Agent, other than those rejected by it in whole or in part in the
reasonable exercise of its discretion. Unless otherwise agreed by the Company and the
Agents, the Company has the sole right to accept orders to purchase Book-Entry Notes
and may reject any such orders in whole or in part.

Preparation of
Pricing
Supplement
and, if
applicable,
Term
Sheet:
If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company,
the Company will prepare a pricing supplement (a “Pricing Supplement”) reflecting the
applicable interest rates and other terms of such Book-Entry Note and will supply a
least ten copies thereof (and additional copies if requested) to the Agent which presented
the order (the “Presenting Agent”). If applicable, the Final Term Sheet (as defined in
the Agency Agreement) reflecting the terms of such Book-Entry Note will be prepared
by the Presenting Agent and at least one copy thereof (and additional copies if requested)
will be delivered by the Presenting Agent to the Company. The Company will arrange
to have such Pricing Supplement filed with the Commission in accordance with Rule
424(b) under the Act and, if applicable, will arrange to have the Final Term Sheet filed
in accordance will Rule 433 under the Act. The Company will arrange to have any
required Commission filing fees relating to the Notes offered pursuant to such Pricing
Supplement paid within the time required by Rule 456(b)(1) under the Act withou
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r)
under the Act.

In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix
Pricing Supplements to Prospectuses prior to their use. Outdated Pricing Supplements
(other than those retained for files) will be destroyed.

Suspension of
Solicitation;
Amendment or
Supplement:
The Company reserves the right, in its sole discretion, to instruct the Agents to suspend
at any time, for any period of time or permanently, the solicitation of orders to purchase
Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend
solicitation until such time as the Company has advised them that such solicitation may
e resumed.

In the event that at the time the Company suspends solicitation of purchases there shall
be any orders outstanding for settlement, the Company will promptly advise the Agents
and Deutsche Bank whether such orders may be settled and whether copies of the
Prospectus as in effect at the time of the suspension, together with the appropriate
Pricing Supplement, may be delivered in connection with the settlement of such orders.
The Company will have the sole responsibility for such decision and for any

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157217119.4
arrangements that may be made in the event that the Company determines that such
orders may not be settled or that copies of such Prospectus may not be so delivered.

If the Company decides to amend or supplement the Registration Statement (as defined
in the Agency Agreement), any Issuer Free Writing Prospectus or the Prospectus, it will
romptly advise the Agents and furnish the Agents with the proposed amendment o
supplement and with such certificates and opinions as are required, all to the exten
required by and in accordance with the terms of the Agency Agreement. Subject to the
rovisions of the Agency Agreemen , the Company will arrange to have any such
amendment or supplement to the Registration Statement, the Prospectus or any Issue
Free Writing Prospectus relating to the Notes filed with the Commission. The Company
will provide the Agents and Deutsche Bank with copies of any such amendment o
supplement, and confirm to the Agents that such amendment or supplement has been
filed with the Commission, and in the case of any supplement to the Prospectus or the
Issuer Free Writing Prospectus, pursuant to the applicable paragraph of Rule 424(b) o
Rule 433(d) under the Act.

Procedures For
Rate
Changes:
When the Company has determined to change the interest rates of Book-Entry Notes
being offered, it will promptly advise the Agents and the Agents will forthwith suspend
solicitation of orders. The Agents will telephone the Company with recommendations
as to the changed interest rates. At such time as the Company has advised the Agents
of the new interest rates, the Agents may resume solicitation of orders. Until such time
only “indications of interest” may be recorded.

Delivery of
Pricing
Disclosure
Package and
Prospectus:
The Presenting Agent will cause to be delivered to the purchaser of a Book-Entry Note
(i) the Pricing Disclosure Package (as defined in the Agency Agreement) prior to the
Applicable Time (as defined in the Agency Agreement) and (ii) the Prospectus
(including the Pricing Supplement) prior to or simultaneously with the earlier of the
delivery to such purchaser of the confirmation of sale or the Book-Entry Note. Subject
to “Suspension of Solicitation; Amendment or Supplement” above, the Presenting
Agent will deliver a Pricing Disclosure Package, Prospectus and Pricing Supplement as
herein described with respect to each Book-Entry Note sold by it. The Company will
make such delivery if such Book-Entry Note is sold directly by the Company to a
urchaser (other than an Agent).

Confirmation: For each order to purchase a Book-Entry Note solicited by any Agent and accepted by
or on behalf of the Company, the Presenting Agent will issue a confirmation to the
urchaser, with a copy to the Company, setting forth the details set forth above and
delivery and payment instructions.

Settlement: The receipt by the Company of immediately available funds in payment for a Book-
Entry Note and the authentication and issuance of the Global Security representing such
Book-Entry Note shall constitute “settlement” with respect to such Book-Entry Note.
All orders accepted by the Company will be settled on the third Business Day following
the date of sale of such Book-Entry Note pursuant to the timetable for settlement se
forth below unless the Company and the purchaser agree to settlement on another day
which shall be no earlier than the next Business Day following the date of sale.

Settlement
Procedures:
Settlement Procedures with regard to each Book-Entry Note sold by the Company
through any Agent, as agent, shall be as follows:

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157217119.4

A. The Presenting Agent will advise the Company by telephone (confirmed in writing)
of the following settlement information:

1. Exact name of the purchaser.

2. Principal amount.

3. Issue Date.

4. Original Interest Accrual Date.

5. Settlement date.

6. Interest rate.

7. Interest Payment Dates, if other than March 1 and September 1.
8. Regular Record Dates, if other than February 15 and August 15.

9. Redemption provisions, if any.

10. Maturity date.

11. Purchase Price.

12. Presenting Agent’s commission, determined as provided in Section 2 of the Agency
Agreement and certification that the purchasers were solicited solely by such Agent.

13. et proceeds to the Company.

B. Deutsche Bank will assign a CUSIP number to the Global Security representing
such Book-Entry Note and the Company will advise Deutsche Bank by telephone
(confirmed in writing at any time on the same date) or electronic transmission o
the information set forth in Settlement Procedure “A” above, and the name of the
Presenting Agent. Deutsche Bank will also notify the Presenting Agent by
telephone of such CUSIP number as soon as practicable. Each such communication
y the Company shall constitute a representation and warranty by the Company to
Deutsche Bank and the Presenting Agent that (i) such Note is then, and at the time
of issuance and sale thereof will be, duly authorized for issuance and sale by the
Company, (ii) such Note, and the Global Security representing such Note, will
conform with the terms of the Indenture for such Note, and (iii) upon authentication
and delivery of such Global Security, the aggregate initial offering price of all Notes
issued under the Indenture will not exceed $1,200,000,000 (except for Book-Entry
otes represented by Global Securities authenticated and delivered in exchange fo
or in lieu of Global Securities pursuant to the Indenture).

C. Deutsche Bank will enter a pending deposit message through DTC’s Participan
Terminal System providing the following settlement information to DTC (which

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157217119.4
shall route such information to Standard & Poor’s Corporation) and the Presenting
Agent:

1. The information set forth in Settlement Procedure “A.”

2. The Initial Interest Payment Date for such Book-Entry Note, number of days by
which such date succeeds the related Regular Record Date and amount of interes
ayable on such Interest Payment Date.
3. The CUSIP number of the Global Security representing such Book-Entry Note.

4. Whether such Global Security will represent any other Book-Entry Note (to the
extent known at such time).

5. The participant account numbers maintained by DTC on behalf of the Presenting
Agent and Deutsche Bank.

D. To the extent the Company has not already done so, the Company will deliver to
the Trustee a Global Security in a form that has been approved by the Company, the
Agents and the Trustee.

E. The Trustee will complete such Book-Entry Note, stamp the appropriate legend, as
instructed by DTC, if not already set forth thereon, and authenticate the Global
Security representing such Book-Entry Note.

F. DTC will credit such Book-Entry Note to Deutsche Bank’s participant account a
DTC.

G. Deutsche Bank will enter an SDFS deliver order through DTC’s Participan
Terminal System instructing DTC to (i) debit such Book-Entry Note to Deutsche
Bank’s participant account and credit such Book-Entry Note to the Presenting
Agent’s participant account and (ii) debit the Presenting Agent’s settlement accoun
and credit Deutsche Bank’s settlement account for an amount equal to the price o
such Book-Entry Note less the Presenting Agent’s commission. The entry of such
a deliver order shall constitute a representation and warranty by Deutsche Bank to
DTC that (i) the Global Security representing such Book-Entry Note has been issued
and authenticated and (ii) Deutsche Bank is holding such Global Security pursuant
to the Medium-Term Note Certificate Agreement between Deutsche Bank an
DTC.

H. The Presenting Agent will enter an SDFS deliver order through DTC’s Participan
Terminal System instructing DTC (i) to debit such Book-Entry Note to the
Presenting Agent’s participant account and credit such Book-Entry Note to the
articipant accounts of the Participants with respect to such Book-Entry Note an
(ii) to debit the settlement accounts of such Participants and credit the settlemen
account of the Presenting Agent for an amount equal to the price of such Book-
Entry Note.

I. Transfers of funds in accordance with SDFS deliver orders described in Settlement
Procedures “G” and “H” will be settled in accordance with SDFS operating
rocedures in effect on the settlement date.

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157217119.4

J. Deutsche Bank will, upon receipt of funds from the Presenting Agent in accordance
with Settlement Procedure “G”, wire transfer to the Company funds available fo
immediate use in the amount transferred to Deutsche Bank in accordance with
Settlement Procedure “G.” Payments made pursuant to this Settlement Procedure
“J” will be made to an account maintained by the Company at Wells Fargo Ban
(RTN: 121000248, Account Number: 4000033514).

K. The Presenting Agent will confirm the purchase of such Book-Entry Note to the
urchaser either by transmitting to the Participants with respect to such Book-Entry
ote a confirmation order or orders th ough DTC’s institutional delivery system o
y mailing a written confirmation to such purchaser.

Settlement
Procedures
Timetable:
For orders of Book-Entry Notes solicited by any Agent and accepted by the Company
for settlement on the first Business Day after the sale date, Settlement Procedures “A”
through “K” set forth above shall be completed as soon as possible but not later than the
respective times (New York City time) set forth below:

Settlement
Procedure

Time

A 11:00 A.M. on the sale date
B 12:00 oon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J- 5:00 P.M. on settlement date If a sale is to be settled more than one Business Day after the sale date, Settlement
Procedures “A”, “B” and “C” shall be completed as soon as practicable but no later than
11:00 A.M. and 12:00 Noon on the first Business Day after the sale date and no later than
2:00 P.M. on the Business Day before the settlement date, respectively. Settlement
Procedure “I” is subject to extension in accordance with any extension of Fedwire closing
deadlines and in the other events specified in SDFS operating procedures in effect on the
settlement date.
If settlement of a Book-Entry Note is rescheduled or cancelled, Deutsche Bank will
deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to
such effect by no later than 2:00 P.M. on the Business Day immediately preceding the
scheduled settlement date.

Failure to Settle: If Deutsche Bank fails to enter an SDFS deliver order with respect to a Book-Entry Note
ursuant to Settlement Procedure “G”, Deutsche Bank may deliver to DTC, through
DTC’s Participant Terminal System, as soon as practicable, a withdrawal message
instructing DTC to debit such Book-Entry Note to Deutsche Bank’s participant account.
DTC will process the withdrawal message, provided that Deutsche Bank’s participant
account contains a principal amount of the Global Security representing such Book-

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157217119.4
Entry Note that is at least equal to the principal amount to be debited. If a withdrawal
message is processed with respect to all the Book-Entry Notes represented by a Glo al
Security, Deutsche Bank will cancel such Global Security in accordance with the
Indenture and so advise the Company and will make appropriate entries in its records.
The CUSIP number assigned to such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be cancelled and not immediately reassigned. If a
withdrawal message is processed with respect to one or more, but not all, of the Book-
Entry Notes represented by a Global Security, Deutsche Bank will exchange such Book-
Entry Note for two Global Securities, one of which shall represent such Book-Entry
otes and shall be cancelled immediately after issuance and the other of which shall
represent the other Book-Entry Notes previously represented by the surrendered Global
Security and shall bear the CUSIP number of the surrendered Global Security.

If the purchase price for any Book-Entry Note is not timely paid to the Participants with
respect to such Note by the beneficial purchaser thereof (or a Person, including an
indirect participant in DTC, acting on behalf of such purchaser), such Participants and,
in turn, the Presenting Agent may enter SDFS deliver orders through DTC’s Participan
Terminal System reversing the orders entered pursuant to Settlement Procedures “H”
and “G”, respectively. The Presenting Agent will notify the Company by telephone o
such failure. Thereafter, Deutsche Bank will deliver the withdrawal message and take
the related actions described in the preceding paragraph.

otwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry
ote, DTC may take any actions in accordance with its SDFS operating procedures then
in effect. In the event of a failure to settle with respect to one or more, but not all, of the
Book-Entry Notes to have been represented by a Global Security, Deutsche Bank will
rovide, in accordance with Settlement Procedure “E”, for the authentication an
issuance of a Global Security representing the other Book-Entry Notes to have been
represented by such Glo al Security and will make appropriate entries in its records.

Deutsche Bank
ot to
Risk Funds:
othing herein shall be deemed to require Deutsche Bank to risk or expend its own
funds in connection with any payment to the Company, DTC, the Agents or the
urchaser, it being understood by all parties that payment made by Deutsche Bank to
the Company, DTC, the Agents or the purchaser shall be made only to the extent tha
funds are provided to Deutsche Bank for such purpose.

Authenticity of
Signatures:
The Company will cause Deutsche Bank to furnish the Agents from time to time with
the specimen signatures of each of Deutsche Bank’s officers, employees or agents who
have been authorized by Deutsche Bank to authenticate Book-Entry Notes, but the
Agents will have no obligation or liability to the Company or Deutsche Bank in respect
of the authenticity of the signature of any officer, employee or agent of the Company o
Deutsche Bank on any Book-Entry Note.

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157217119.4
Advertising Costs: The Company will determine with the Agents the amount of advertising that may be
appropriate in soliciting offers to purchase the Book-Entry Notes. Advertising expenses
will be paid by the Company.

Periodic
Statements:
from Deutsche
Bank:
Periodically, Deutsche Bank will send to the Company a statement setting forth the
rincipal amount of Book-Entry Notes outstanding as of that date and setting forth a
brief description of any sales of Book-Entry Notes of which the Company has advised
Deutsche Bank but which have not yet been settled.

B-1

157217119.4
EXHIBIT B
Idaho Power Company
First Mortgage Bonds,
Secured Medium Term Notes, Series M
TERMS AGREEMENT
[Date]
Idaho Power Company
1221 W. Idaho St.
Boise, Idaho 83702-5627
Attention:
Subject in all respects to the terms and conditions of the Selling Agency Agreement (the
“Agreement”) dated June 30, 2022, between each of BofA Securities, Inc., J.P. Morgan Securities LLC,
KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Wells
Fargo Securities, LLC, and you, each of the undersigned agrees, severally and not jointly, to purchase the
respective principal amount of the [ ] (the “Notes”) of Idaho Power Company set forth opposite its name
below having the terms indicated below:

ame
Principal Amount of
otes

Total
$

Identification of Notes:

[Add additional terms as may be needed to identify Notes.]

Aggregate Principal Amount: $

Issue Date:

Original Interest Accrual Date:

Interest Rate:

Maturity Date:

Interest Payment Dates:

Regular Record Dates:

B-2

157217119.4
Discount or Commission: % of Principal Amoun

Purchase Price (Price to be paid to Idaho
Power Company after discount or
commission):
% of Principal Amount [plus accrued
interest from __________, 20__]

Price to Public: %

Purchase Date (Closing Date) and Time:

Applicable Time:

Place for Delivery of Notes and Payment
Therefor:

Method of Payment:

Redemption Provisions, if any:

Pricing Disclosure Package: See Annex I and
Annex II

Modification, if any, in the requirements to
deliver the documents specified in Section
6(b) of the Agreement:

Period during which additional Notes may not
be sold pursuant to Section 4(1) of the
Agreement:

Syndicate Provisions:
(Set forth any provisions relating to
underwriters’ default and step-up of amounts
to be purchased.)

This Agreement shall be governed by and construed in accordance with the laws of the State
of New York.
Capitalized terms used in this Terms Agreement and not otherwise defined herein shall have
the respective meanings ascribed to them in the Agreement.
This Terms Agreement may be executed by any one or more of the parties hereto in any number
of counterparts, each of which shall be deemed an original, but all such respective counterparts shall
together constitute one and the same instrument.

B-3

157217119.4

[PURCHASER]

By:

ame:
Title:

Accepted:
IDAHO POWER COMPANY

By:
ame:
Title:

B-4

157217119.4
ANNEX I
Documents included in the Pricing Disclosure Package

1. Prospectus, dated May 16, 2022, for Idaho Power Company First Mortgage Bonds and Deb
Securities.

2. Prospectus Supplement, dated June 30, 2022, for First Mortgage Bonds, Secured Medium-Term
otes, Series M, of Idaho Power Company, including all documents incorporated therein as of the
Applicable Time.

3. Final Term Sheet in the form attached to this Terms Agreement as Annex II.

4. [List any free writing prospectus, other than the Final Term Sheet, that the Company and the
Purchasers have expressly agreed upon.]

B-5

157217119.4
ANNEX II
Form of Final Term Sheet
[Form to be attached]

C-1

157217119.4
EXHIBIT C
Pursuant to Section [4(k)] [5(e)] [6(b)(iv)] of the Selling Agency Agreement, the independent
registered public accounting firm for the Company shall furnish [a letter][letters] to the Agents or
Purchasers, as applicable, to the effect that:
(i) They are an independent registered public accounting firm with respect to the Company and its
subsidiaries within the meaning of the Act and the applicable rules and regulations thereunder adopted by
the Commission and the Public Company Accounting Oversight Board (United States);
(ii) In their opinion, the consolidated financial statements and consolidated financial statement
schedules audited by them and included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable accounting requirements of the
Act or the Exchange Act, as applicable, and the related rules and regulations adopted by the Commission,
and, if applicable, they have performed the procedures established by the Public Company Accounting
Oversight Board for a review of interim financial information on the consolidated interim financial
statements for the periods specified in such letter, as indicated in their reports thereon, copies of which have
been furnished to the Agents or Purchasers, as applicable;
(iii) On the basis of limited procedures, not constituting an audit in accordance with generally
accepted auditing standards, consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available interim financial statements of the Company
and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of
the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of
officials of the Company and its subsidiaries responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such letter, nothing has come to their attention that
caused them to believe that:
(A) the unaudited consolidated statements of income, consolidated statements of comprehensive
income, consolidated balance sheets, consolidated statements of cash flows and consolidated
statements of capitalization included or incorporated by reference in the Company’s Quarterly Reports
on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q
and the related rules and regulations adopted by the Commission;

(B) as of a specified date not more than five days prior to the date of such letter, there have been
any changes in the consolidated capital stock (consisting of common stock, premium on capital stock,
and capital stock expense) or any increase in the consolidated long-term debt of the Company and its
subsidiaries, or any decreases in consolidated net assets or other items specified by the Agents o
Purchasers, as applicable, in each case as compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus, except in each case for changes, increases o
decreases which the Prospectus discloses have occurred or may occur, for declarations of dividends, o
which are described in such letter; and

(C) for the period from the date of the latest financial statements included or incorporated by
reference in the Prospectus to the specified date referred to in Clause (B) there were any decreases in
consolidated revenues or net income or other items specified by the Agents or Purchasers, as applicable,
or any increases in any items specified by the Agents or Purchasers, as applicable, in each case as

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157217119.4
compared with the comparable period of the preceding year and with any other period of corresponding
length specified by the Agents or Purchasers, as applicable, except in each case for increases o
decreases which the Prospectus discloses have occurred or may occur, for declarations of dividends, o
which are described in such letter; and
(iv) In addition to the audit referred to in their report(s) included or incorporated by reference in
the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (ii) and (iv) above, they have carried out certain specified procedures, not
constituting an audit in accordance with generally accepted auditing standards, with respect to certain
amounts, percentages and financial information specified by the Agents or Purchasers, as applicable, which
are derived from the general accounting records of the Company and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules
to, the Registration Statement specified by the Agents or Purchasers, as applicable, or in documents
incorporated by reference in the Prospectus specified by the Agents or Purchasers, as applicable, and have
compared certain of such amounts, percentages and financial information with the accounting records of
the Company and its subsidiaries and have found them to be in agreement, except as described in such
letter.
All references to the Prospectus in this Exhibit C shall be deemed to refer to the Prospectus
(including the documents incorporated by reference therein) as amended or supplemented (including the
documents incorporated by reference therein) in relation to the Notes for purposes of the letter[s] delivered
on the date of the Terms Agreement related to such Notes and at the Closing Date for such Notes.

D-1-1

157217119.4
EXHIBIT D-1
[●], 202[●]
The Addressees listed on Exhibit A
[as the purchasers (the “Purchasers”)
named in the Terms Agreement, dated
[], between Idaho Power Company
and the Purchasers (the “Terms Agreement”)]

Re: $[●] Principal Amount of [●%] First Mortgage Bonds, Secured Medium-Term
Notes [due [●]], Series M, of Idaho Power Company

Ladies and Gentlemen:
With reference to the issuance and sale by Idaho Power Company, an Idaho corporation (the
“Company”)[, pursuant to the Selling Agency Agreement, dated June 30, 2022 (the “Agency Agreement”),
between the Company and each of you,] of [up to $1,200,000,000][$●] in aggregate principal amount of
the Company’s [●%] First Mortgage Bonds [due [●]], Secured Medium-Term Notes, Series M (the
“Notes”), [pursuant to the Terms Agreement,] to be issued under an Indenture of Mortgage and Deed of
Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company) (the “Trustee”), as supplemented by all indentures
supplemental thereto, including the Fiftieth Supplemental Indenture, dated as of June 30, 2022, between
the Company and the Trustee (the Indenture of Mortgage and Deed of Trust, as so supplemented, being
hereinafter called the “Mortgage”), we advise you that we are counsel to the Company and in that capacity
have reviewed or participated in the preparation of (1) the Mortgage; (2) the registration statement (File
No. 333-264984) filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 16, 2022 (the
“Registration Statement”); (3) the prospectus relating to the securities of the Company, dated May 16,
2022 (the “Base Prospectus”), as supplemented by a prospectus supplement relating to the Notes, dated
June 30, 2022 (the “Prospectus Supplement”)[, and Pricing Supplement No. [], dated [], relating to the
Notes (the “Pricing Supplement”)], in each case including the documents incorporated by reference therein
(the Base Prospectus, as so supplemented by the Prospectus Supplement [and Pricing Supplement], being
hereinafter referred to as the “Prospectus”); (4) the [Selling] Agency Agreement [, dated June 30, 2022,
between the Company and the agents named therein (the “Agency Agreement”)] [;] [and] (5) the Bond
Application, dated June 30, 2022, for authentication and delivery of the [Notes][notes] in an aggregate
principal amount not to exceed $1,200,000,000 (the “Bond Application”)[; (6) the final term sheet, dated
[], relating to the Notes, as filed by the Company with the Commission pursuant to Rule 433 under the
Securities Act (the “Free Writing Prospectus”) and (7) the Term Agreement]. Terms not otherwise defined
herein shall have the meanings given to them in the Agency Agreement [or the Terms Agreement]. This
opinion is being furnished to you pursuant to [the Terms Agreement and] Section [4(j)][5(b)][6(b)(ii)] of
the Agency Agreement.
A. Assumptions
We have examined, have relied as to matters of fact upon and have assumed the accuracy of
originals or copies certified or otherwise identified to our satisfaction of such records, agreements,
documents and other instruments and such representations, statements and certificates or comparable
documents of or from public officials and officers and representatives of the Company and of

D-1-2

157217119.4
representations of such persons whom we have deemed appropriate, and have made such other
investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In
such examination, and in connection with our review of all such documents, including the documents
referred to in clauses (1) through [(5)][(7)] of the preceding paragraph (the “Transaction Documents”), we
have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents. We have also assumed the regularity of all corporate
procedures, that the Trustee has the power and authority to authenticate the certificate representing the
Notes and that the Mortgage has been duly authorized, executed and delivered by the Trustee.
We have also relied, without investigation, on the following assumptions, in addition to those set
forth elsewhere in this letter:
(1) All individuals have sufficient legal capacity to perform their functions with respect to the
Transaction Documents and the transactions contemplated by the Transaction Documents (the
“Transaction”).
(2) The Transaction Documents that are agreements and the other agreements reviewed by us
are valid and binding obligations of each party thereto, other than the Company, enforceable against it in
accordance with their terms, and each such party has complied with all legal requirements pertaining to its
status relevant to its right to enforce such agreements against the Company.
B. Opinions
Based upon the foregoing, and subject to the qualifications and exclusions and further assumptions
stated below, we express the following opinions:
(1) The Mortgage has been duly authorized by all necessary corporate action on the part of the
Company, has been duly executed and delivered by the Company, and is a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting
mortgagees’ and other creditors’ rights, and to general principles of equity (regardless of whether such
principles are considered in a proceeding at law or in equity) and has been qualified under the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”).
(2) The Notes[, when issued and paid for as contemplated in the Agency Agreement and the
Mortgage, will be] [are] legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms and entitled to the benefit of the security provided by the Mortgage,
subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or
affecting mortgagees’ and other creditors’ rights and to general principles of equity (regardless of whether
such principles are considered in a proceeding at law or in equity).
(3) The Agency Agreement has been duly authorized by all necessary corporate action on the
part of the Company and has been duly executed and delivered by the Company.
(4) [The Terms Agreement has been duly authorized by all necessary corporate action on the
part of the Company and has been duly executed and delivered by the Company.]
(5) Without independent verification of the factual accuracy, completeness or fairness of any
statements made in the Registration Statement and the Prospectus, the Registration Statement, as of its most

D-1-3

157217119.4
recent effective date, including the documents incorporated therein by reference, and the Prospectus, as of
the date [hereof][of the [Prospectus][Pricing] Supplement], appeared on their face to be appropriately
responsive, in all material respects, to the requirements of the Securities Act, the Exchange Act and the
Trust Indenture Act and the applicable rules and regulations of the Commission thereunder (except for the
financial statements and financial schedules and other financial or accounting data included therein or
omitted therefrom and for management’s report on the Company’s internal control over financial reporting
and the auditor’s report on the effectiveness of the Company’s internal control over financial reporting
included therein and the Statements of Eligibility of the Trustee on Forms T-1 under the Trust Indenture
Act, as to which we express no opinion); the Registration Statement has become effective under the
Securities Act; and, to our knowledge, no proceedings for a stop order with respect thereto are pending or
threatened under Section 8(d) of the Securities Act.
(6) [The issuance and sale of the Notes and the compliance by the Company with all of the
provisions of the Notes, the Mortgage, the Agency Agreement and the Terms Agreement and the
consummation of the transactions therein contemplated will not conflict with or result in a breach or
violation of any statute of the State of New York or the State of Idaho or any order, rule or regulation of
any New York or Idaho court or governmental agency or body having jurisdiction over the Company or
any of its properties that in our experience are typically applicable to agreements similar to the Transaction
Documents and transactions similar to the Transaction, it being understood that we express no opinion as
to the securities or blue sky laws.]
(7) All regulatory consents and approvals required to be obtained by the Company from any
governmental body or bodies in connection with the Company’s issuance and sale of the Notes [to the
Purchasers] in the manner set forth in the Agency Agreement [and the Terms Agreement] have been
obtained and are in effect, except that the order of the Idaho Public Utilities Commission grants authority
to sell the Notes only through May 31, 2025; it being understood that we express no opinion as to any
consents or approvals required to be obtained, or other actions required to be taken, under the state securities
or blue sky laws of any jurisdiction.
(8) The statements set forth in the Base Prospectus under the caption “Description of First
Mortgage Bonds[,]”[and] in the Prospectus Supplement under the caption “Description of the Notes[,]”
[and in the Pricing Supplement under the caption “[],”] insofar as they purport to summarize certain
provisions of the documents referred to therein, fairly summarize such provisions in all material respects.
C. Exclusions; Qualifications; Further Assumptions
[In connection with our opinions set forth in paragraphs (2) and [(7)] above, we have assumed that
at the time of the issuance, sale and delivery of each particular Note that Note will conform to the form of
Note examined by us. In connection with our opinion set forth in paragraph (2) above, we have assumed
that at the time of the issuance, sale and delivery of each particular Note there will not have occurred any
change in law affecting the validity, legally binding character or enforceability of such Note and that the
issuance, sale and delivery of such Note, all of the terms of such Note and the performance by the Company
of its obligations thereunder will comply with each requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company and will not result in a default under or a breach
of the Mortgage or any agreement or instrument then binding upon the Company.] In connection with our
opinion set forth in paragraph [(5)] above, we have assumed the correctness and completeness of the
representations and statements made to us or included in the Registration Statement and the Prospectus by
the Company and take no responsibility therefor.

D-1-4

157217119.4
The opinion expressed in paragraph (5) above, with respect to the effectiveness of the Registration
Statement is based solely on electronic confirmation from the Commission of the filing of the Registration
Statement on the Commission’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The
opinion expressed in paragraph (5) above, with respect to the absence of any stop orders suspending the
effectiveness of the Registration Statement, is based solely on confirmation of the list of stop orders issued
by the Commission on the Commission’s website on [].
The foregoing opinions are limited to the federal laws of the United States and the laws of the States
of New York and Idaho, and we express no opinion as to the laws of any other jurisdiction. We are not
passing upon matters relating to title to property, liens, licenses, franchises, water rights or conformity to
the laws of the States of Idaho, Montana, Nevada, Oregon, Washington or Wyoming, or upon questions of
the recording of, or the validity or priority of the lien of, the Mortgage.
The opinions expressed herein (a) are limited to matters expressly stated herein, and no other
opinions may be implied or inferred and (b) are as of the date hereof (except as otherwise noted above). We
disclaim any undertaking or obligation to update these opinions for events and circumstances occurring
after the date hereof or as to facts relating to prior events that are subsequently brought to our attention.
This opinion letter is being rendered to you and is solely for the benefit of the [Agents] [Purchasers]
in connection with the Transaction. This opinion letter may not be used or relied upon for any other purpose
or by any other person or entity, including, without limitation, any person to whom any of the [Agents]
[Purchasers] offers or sells any Notes, without our express written consent. Notwithstanding the foregoing
sentence, this letter may be relied upon by Patrick A. Harrington as to matters of New York law to the same
extent as if it were addressed to him.
Very truly yours,

D-2-1

157217119.4

EXHIBIT D-2
[●], 202[●]
The Addressees listed on Exhibit A
[as the purchasers (the “Purchasers”)
named in the Terms Agreement, dated
[], between Idaho Power Company
and the Purchasers (the “Terms Agreement”)]

Re: $[] Principal Amount of [%] First Mortgage Bonds, Secured Medium-Term
Notes, Series M, of Idaho Power Company

Ladies and Gentlemen:
With reference to the issuance and sale by Idaho Power Company, an Idaho corporation (the
“Company”)[, pursuant to the Selling Agency Agreement, dated June 30, 2022 (the “Agency Agreement”),
between the Company and each of you,] of [up to $1,200,000,000 in][$[]] aggregate principal amount of
the Company’s [%] First Mortgage Bonds [due []], Secured Medium-Term Notes, Series M (the
“Notes”)[, pursuant to the Terms Agreement], to be issued under an Indenture of Mortgage and Deed of
Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company) (the “Trustee”), as supplemented by all indentures
supplemental thereto, including the Fiftieth Supplemental Indenture, dated as of June 30, 2022, between
the Company and the Trustee, we advise you that we are counsel to the Company and in that capacity have
reviewed or participated in the preparation of (1) the registration statement (File No. 333-264984) filed
with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”), which became effective on May 16, 2022 (the “Registration Statement”);
(2) the prospectus relating to the securities of the Company, dated May 16, 2022 (the “Base Prospectus”),
as supplemented by a prospectus supplement relating to the Notes, dated June 30, 2022 (the “Prospectus
Supplement”) [and Pricing Supplement No. [], dated [], relating to the Notes (the “Pricing
Supplement”)], in each case including the documents incorporated by reference therein (the Base
Prospectus, as so supplemented by the Prospectus Supplement [and Pricing Supplement], being hereinafter
referred to as the “Prospectus”)[;] [and] (3) the [Selling] Agency Agreement[, dated June 30, 2022, between
the Company and the agents named therein (the “Agency Agreement”)][; (4) the final term sheet, dated
[], filed by the Company with the Commission pursuant to Rule 433 under the Securities Act (the “Free
Writing Prospectus”) and (5) the Terms Agreement]. Terms not otherwise defined herein shall have the
meanings given to them in the Agency Agreement [or the Terms Agreement]. This letter is being furnished
to you pursuant to [the Terms Agreement and] Section [4(j)][5(b)][6(b)(ii)] of the Agency Agreement.
We have participated in conferences with certain officers and representatives of the Company, with
other counsel for the Company and with representatives of Deloitte & Touche LLP, the independent
registered public accounting firm who examined certain of the financial statements included or incorporated
by reference in the Registration Statement and the Prospectus. Although we assume no responsibility for
the factual accuracy, completeness or fairness of any statements made in the Registration Statement, the
Prospectus[, the Pricing Disclosure Package (as defined below)] or the documents incorporated by reference
therein (except to the limited extent referred to in paragraph 8 of our opinion to you dated the date hereof),
nothing has come to our attention that has caused us to believe that (i) the Registration Statement, as of its
most recent effective date, including the documents incorporated therein by reference, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading[, (ii) as of [] Eastern [Daylight] Time on [], the pricing

D-2-2

157217119.4
disclosure package consisting of the Base Prospectus, the Prospectus Supplement and the Free Writing
Prospectus, taken as a whole, including the documents incorporated by reference therein as of such date
(the “Pricing Disclosure Package”), contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading] or [ii][iii]the Prospectus, as amended and supplemented as of the
date [of the Terms Agreement and as of the date ]and time of delivery of this letter, including the documents
incorporated by reference therein as of such dates, [contained or ]contains any untrue statement of a material
fact or [omitted or ]omits to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. We express no view as to the
financial statements or financial schedules or other financial or accounting data included in the Registration
Statement[,] [or the Prospectus] [or the Pricing Disclosure Package], as to management’s report on the
Company’s internal control over financial reporting or the auditor’s report on the effectiveness of the
Company’s internal control over financial reporting included therein, or as to the Statements of Eligibility
of the Trustee on Forms T-1 under the Trust Indenture Act of 1939, as amended.
This letter is being rendered to you and is solely for the benefit of the [Agents] [Purchasers] in
connection with the transactions contemplated by the [Agency] [Terms] Agreement and may not be used
or relied upon for any other purpose or by any other person or entity, including, without limitation, any
person to whom any of the [Agents] [Purchasers] offers or sells any Notes, without our express written
consent.
Very truly yours,

E-1 

157217119.4
EXHIBIT E

[●], 202[●]

The Addressees listed on Exhibit A
[as the purchasers (the “Purchasers”)
named in the Terms Agreement, dated
[●], between Idaho Power Company
and the Purchasers (the “Terms Agreement”)]

Re: $[●] Principal Amount of [●%] First Mortgage Bonds, Secured Medium-Term Notes, Series
M, of Idaho Power Company
Ladies and Gentlemen:
In connection with the issuance and sale[, pursuant to the Selling Agency Agreement, dated June
30, 2022 (the “Agency Agreement”), between][by] Idaho Power Company, an Idaho corporation (the
“Company”)[, and each of you, of up to $1,200,000,000][of $[●]] in aggregate principal amount of the
Company’s [●%] First Mortgage Bonds [due [●]], Secured Medium-Term Notes, Series M (the “Notes”)[,
pursuant to the Terms Agreement, dated [●], between the Company and each of you a party thereto (the
“Terms Agreement”)], to be issued under an Indenture of Mortgage and Deed of Trust, dated as of October
1, 1937, between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company) (the “Trustee”), as supplemented by all indentures supplemental thereto, including the
Fiftieth Supplemental Indenture, dated as of June 30, 2022, between the Company and the Trustee (the
Indenture of Mortgage and Deed of Trust, as so supplemented, being hereinafter called the “Mortgage”), I
am, pursuant to [the Terms Agreement and] Section [5(b)] [6(b)(ii)] of the [Selling] Agency Agreement[,
dated June [●], 2022, between the Company and the agents named therein (the “Agency Agreement”),]
furnishing this opinion to you as the Company’s General Counsel. I am familiar with its legal status and
that of its property, and I am also familiar with (1) the Mortgage; (2) the registration statement (File No.
333-264984) filed with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”), which became effective on May 16, 2022 (the “Registration
Statement”); (3) the prospectus relating to the securities of the Company, dated May 16, 2022 (the “Base
Prospectus”), as supplemented by a prospectus supplement relating to the Notes, dated June 30, 2022 (the
“Prospectus Supplement”) [and Pricing Supplement No. [●], dated [●], relating to the Notes (the “Pricing
Supplement”)], in each case including the documents incorporated by reference therein (the Base
Prospectus, as so supplemented by the Prospectus Supplement [and the Pricing Supplement], being
hereinafter referred to as the “Prospectus”); (4) the Agency Agreement[;] [and] (5) the Bond Application,
dated June 30, 2022, for authentication and delivery of the [Notes] [notes] in an aggregate principal amount
not to exceed $1,200,000,000 (the “Bond Application”)[; (6) the final term sheet, dated [●], relating to the
Notes (the “Free Writing Prospectus”), as filed by the Company with the Commission pursuant to Rule 433
under the Securities Act and (7) the Terms Agreement]. Terms not otherwise defined herein shall have the
meanings given to them in the Agency Agreement [or the Terms Agreement].
I have made such examination of matters of law as in my opinion is necessary or desirable for the
purpose of this opinion. I have also examined originals or copies, certified or otherwise identified to my
satisfaction, of such records, agreements, documents and other instruments as I have deemed relevant and

E-2

157217119.4
necessary as a basis for the opinions hereinafter set forth. In such examination, and in the review of all
such documents, including the documents referred to in clauses (1) through [(5)][(7)] of the preceding
paragraph, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted to me as copies and the
authenticity of the originals of such latter documents. I have also assumed that the Trustee has the power
and authority to authenticate the certificate representing the Notes and that the Mortgage has been duly
authorized, executed and delivered by the Trustee.
Based upon and subject to the foregoing, and subject to the further qualifications and limitations
expressed below, I am of the opinion that:
(1) The Company has been duly incorporated, is validly existing as a corporation and is in good
standing under the laws of the State of Idaho, with the requisite corporate power to own its properties and
conduct its business in all material respects as described in the Prospectus.
(2) To the best of my knowledge, other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject which if decided adversely to the
Company would individually or in the aggregate be reasonably likely to have a material adverse effect on
the consolidated financial position or results of operations of the Company and its subsidiaries considered
as a whole; and, to the best of my knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.
(3) The Agency Agreement has been duly authorized, executed and delivered by the Company.
(4) [The Terms Agreement has been duly authorized, executed and delivered by the Company.]
(5) The Notes[, when issued and paid for as contemplated in the Agency Agreement and the
Mortgage, will be] [have been duly authorized, executed, authenticated, issued and delivered and are] legal,
valid and binding obligations of the Company, enforceable in accordance with their terms and entitled to
the benefit of the security provided by the Mortgage, subject to bankruptcy, insolvency, reorganization or
other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights and to
general principles of equity (regardless of whether such principles are considered in a proceeding at law or
in equity).
(6) The Mortgage has been duly authorized, executed and delivered by the Company and constitutes
a valid lien to the extent that it purports to be one upon the property described therein as being subject to
the lien thereof (except any which has been duly released from the lien thereof) and is a legal, valid and
binding instrument, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’
rights and to general principles of equity (regardless of whether such principles are considered in a
proceeding at law or in equity); said Mortgage has been duly recorded and filed in such manner and in such
places as are required by law in order to establish, preserve and protect the lien of said Mortgage.
(7) The issuance and sale of the Notes [in an aggregate principal amount not to exceed the amount
set forth in the Bond Application] and the compliance by the Company with all of the provisions of the
Notes, the Mortgage[,] [and] the Agency Agreement [and the Terms Agreement] and the consummation of
the transactions therein contemplated will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement

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157217119.4
or other agreement or instrument to which the Company is a party or by which the Company is bound or to
which any of the property or assets of the Company is subject, nor will such actions result in any violation
of the provisions of the Restated Articles of Incorporation, as amended, or Bylaws, as amended, of the
Company or any statute or any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties.
(8) The description of the Company’s property in the Mortgage is adequate to constitute the
Mortgage a lien thereon. The Company has good and marketable fee title to all real property upon which
the Mortgage purports to create a lien, except water rights, leases, licenses, franchises, easements and other
interests in real property of a similar nature, as to which it has good and valid title, in each case free and
clear of all liens, charges and encumbrances other than excepted encumbrances as defined in the Mortgage
and the lien of the Mortgage, subject to minor defects and clouds common to property of the size and
character of that of the Company. Such minor defects and clouds are in my opinion not important and do
not materially interfere with the operations of the Company or materially detract from the value of its
property.
(9) The Company has such valid franchises, permits, licenses, easements and consents, free from
burdensome restrictions, as are required by law for the operation of the Company’s system and as are
required for the adequate conduct of its business in the territory which it serves.
(10) All regulatory consents and approvals required to be obtained by the Company from any
governmental body or bodies in connection with the Company’s issuance and sale of the Notes [to the
Purchasers] in the manner set forth in the Agency Agreement [and the Terms Agreement] have been
obtained and are in effect, except that the order of the Idaho Public Utilities Commission grants authority
to sell the Notes only through May 31, 2025; it being understood that I express no opinion as to any consents
or approvals required to be obtained, or other actions required to be taken, under the state securities or blue
sky laws of any jurisdiction.
(11) The statements set forth in the Base Prospectus under the caption “Description of First
Mortgage Bonds[,]” [and] in the Prospectus Supplement under the caption “Description of the Notes[,]”
[and in the Pricing Supplement under the captions “[●]” and “[●],”] insofar as they purport to summarize
certain provisions of the documents described therein, fairly summarize such provisions in all material
respects.
[In connection with my opinions set forth in paragraphs [(5)] and [(10)] above, I have assumed that
at the time of the issuance, sale and delivery of each particular Note that Note will conform to the form of
Note examined by me. In connection with my opinion set forth in paragraph [(5)] above, I have assumed
that at the time of the issuance, sale and delivery of each particular Note there will not have occurred any
change in law affecting the validity, legally binding character or enforceability of such Note and that the
issuance, sale and delivery of such Note, all of the terms of such Note and the performance by the Company
of its obligations thereunder will comply with each requirement or restriction imposed on the Company
after the date hereof by any court or governmental body having jurisdiction over the Company and will not
result in a default under or a breach of any agreement or instrument that becomes binding upon the Company
after the date hereof.]
In the course of the preparation by the Company of the Registration Statement and the Prospectus,
I have had conferences with certain of its officers and representatives and with Deloitte & Touche LLP, the
independent registered public accounting firm who examined certain of the financial statements included
or incorporated by reference in the Registration Statement and the Prospectus. Based upon the procedures

E-4

157217119.4
set forth above, nothing has come to my attention that has caused me to believe that (i) the Registration
Statement, as of its most recent effective date, including the documents incorporated therein by reference,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (ii) [as of [] Eastern [Daylight]
Time on [], the pricing disclosure package consisting of the Base Prospectus, the Prospectus Supplement
and the Free Writing Prospectus, taken as a whole, including the documents incorporated by reference
therein as of such date (the “Pricing Disclosure Package”), contained any untrue statement of a material
fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In addition, nothing has come to my attention
that has caused me to believe that the Prospectus, as amended or supplemented as of the date of the Terms
Agreement and as of the date and time of the delivery of this letter, including the documents incorporated
by reference therein as of such dates, contained or contains any untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading] [the Prospectus, as amended and supplemented
as of the date and time of delivery of this letter, including the documents incorporated by reference therein
as of such dates, contains any untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading]. I do not assume any responsibility for the accuracy, completeness or fairness of the statements
contained or incorporated by reference in the Registration Statement[,] [or] the Prospectus [or the Pricing
Disclosure Package] (except to the limited extent referred to in paragraph [(11)] above). I express no view
as to the financial statements or other financial or accounting data included in the Registration Statement[,]
[or] the Prospectus [or the Pricing Disclosure Package], or as to management’s report on the Company’s
internal control over financial reporting or the auditor’s report on the effectiveness of the Company’s
internal control over financial reporting included therein or as to the Statements of Eligibility of the Trustee
on Forms T-1 under the Trust Indenture Act.
My opinions expressed in the numbered paragraphs above are limited to the laws of the State of
Idaho and the federal laws of the United States and, with respect to paragraphs [5, 6, 7, 8, 9 and 10], to the
laws of the States of Montana, Nevada, Oregon, Washington, and Wyoming as well. My views expressed
in the immediately preceding paragraph relate only to the federal securities laws of the United States. As
to all matters of New York law, I have relied upon an opinion of even date herewith addressed to you by
Perkins Coie LLP, counsel for the Company.
This letter is furnished by me in connection with the transactions contemplated by the [Agency]
[Terms] Agreement, is solely for the benefit of the [Agents] [Purchasers] and may not be delivered to or
relied upon in any manner by any other person or entity, including, without limitation, any person to whom
any of the [Agents] [Purchasers] offers or sells any Notes, or for any other purpose, without my express
written consent.
Notwithstanding the foregoing paragraph, this letter may be relied upon by Perkins Coie LLP and
Sullivan & Cromwell LLP in connection with opinions rendered by them on the date hereof pursuant to the
Agency Agreement (except as to matters dealt with in the numbered paragraphs relating to the federal laws
of the United States) to the same extent as if it were addressed to them.

Very truly yours,

Patrick A. Harrington

IDAHO POWER COMPANY
IPC-E-22-14
ATTACHMENT 4
156779285.5
IDAHO POWER COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
As Trustee under its Mortgage and Deed of Trust
Fiftieth Supplemental Indenture
providing among other things for Bonds of MTN Series M
156779285.5
TABLE OF CONTENTS 1
Page
Parties and Recitals 1
Granting Clause and Property Description 5
ARTICLE I Description of Bonds of MTN Series M
Section 1. General terms and redemption provisions 8
Section 2. Exchange and transfers of Bonds 9
Section 3. Form of Bonds 10
Section 4. Temporary Bonds 10
ARTICLE II Issue of Bonds of MTN Series M
Section 5. Issue of Bonds 10
ARTICLE III Covenants
Section 6. Application of Original Indenture 10
Section 7. Lawful ownership 10
Section 8. Annual certificate as to defaults 11
ARTICLE IV The Trustee
Acceptance of trust 11
Recitals deemed made by the Company 11
ARTICLE V Miscellaneous Provisions
Meanings of terms 11
Severability 11
Binding obligation 11
Incorporation of rights of Trustee 11
Successors and assigns 11
Delivery of information and documents 11
Ratification and confirmation 12
Counterparts 12
Signatures and seals 13
Acknowledgments 14
Affidavits 17
_________________
1 This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture.
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156779285.5
SUPPLEMENTAL INDENTURE, dated as of the 30th day of June, 2022, made and entered into by and between IDAHO POWER
COMPANY, a corporation of the State of Idaho (successor by merger to Idaho Power Company, a corporation of the State of Maine,
hereinafter sometimes called the “Maine Company”), whose address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter
sometimes called the “Company”), party of the first part, and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as
Bankers Trust Company, a corporation of the State of New York whose post office address is 1 Columbus Circle, 17th Floor,Mail Stop:
NYC01-1710,New York, New York 10019, party of the second part (hereinafter sometimes called the “Trustee”), as Trustee 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 Trustee its Mortgage and Deed of Trust (hereinafter
sometimes referred to as the “Original Indenture”), dated as of October 1, 1937, to secure the payment both of the principal of and interest and
premium, if any, on all Bonds at any time issued and outstanding thereunder and to declare the terms and conditions upon which Bonds are to
be issued thereunder; and
WHEREAS, the Maine Company was merged into the Company on June 30, 1989; and
WHEREAS, in order to evidence the succession of the Company to the Maine Company and the assumption by the Company of the
covenants and conditions of the Maine Company in the Bonds and in the Original Indenture, as supplemented, contained, and to enable the
Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with
the terms thereof, the Company executed and delivered to the Trustee a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989
(which supplemental indenture is hereinafter sometimes called the “Twenty-eighth Supplemental Indenture”); and
WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the records of the County of Elko, Nevada; the Counties of
Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise,
Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka,
Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the
Secretary of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming; and
WHEREAS, pursuant to a written request of the Company under Section 103 of the Original Indenture, Stanley Burg, successor
Individual Trustee (as defined in the Original Indenture) to R.G. Page under the Original Indenture, was removed as Individual Trustee under
the Original Indenture, effective as of May 18, 2016 and (i) his right, title or interest in and to the trust estate and (ii) all the right, title,and
powers of the Trustees (as defined in the Original Indenture) under the Original Indenture devolved upon the Trustee and its successors alone;
and
WHEREAS, in accordance with the terms of the Original Indenture the Maine Company or the Company has executed and delivered
to the Trustee the following supplemental indentures in addition to the Twenty-eighth Supplemental Indenture:
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156779285.5
Designation Dated as of
First Supplemental Indenture July 1, 1939
Second Supplemental Indenture November 15, 1943
Third Supplemental Indenture February 1, 1947
Fourth Supplemental Indenture May 1, 1948
Fifth Supplemental Indenture November 1, 1949
Sixth Supplemental Indenture October 1, 1951
Seventh Supplemental Indenture January 1, 1957
Eighth Supplemental Indenture July 15, 1957
Ninth Supplemental Indenture November 15, 1957
Tenth Supplemental Indenture April 1, 1958
Eleventh Supplemental Indenture October 15, 1958
Twelfth Supplemental Indenture May 15, 1959
Thirteenth Supplemental Indenture November 15, 1960
Fourteenth Supplemental Indenture November 1, 1961
Fifteenth Supplemental Indenture September 15, 1964
Sixteenth Supplemental Indenture April 1, 1966
Seventeenth Supplemental Indenture October 1, 1966
Eighteenth Supplemental Indenture September 1, 1972
Nineteenth Supplemental Indenture January 15, 1974
Twentieth Supplemental Indenture August 1, 1974
Twenty-first Supplemental Indenture October 15, 1974
Twenty-second Supplemental Indenture November 15, 1976
Twenty-third Supplemental Indenture August 15, 1978
Twenty-fourth Supplemental Indenture September 1, 1979
Twenty-fifth Supplemental Indenture November 1, 1981
Twenty-sixth Supplemental Indenture May 1, 1982
Twenty-seventh Supplemental Indenture May 1, 1986
Twenty-ninth Supplemental Indenture January 1, 1990
Thirtieth Supplemental Indenture January 1, 1991
Thirty-first Supplemental Indenture August 15, 1991
Thirty-second Supplemental Indenture March 15, 1992
Thirty-third Supplemental Indenture April 1, 1993
Thirty-fourth Supplemental Indenture December 1, 1993
Thirty-fifth Supplemental Indenture November 1, 2000
Thirty-sixth Supplemental Indenture October 1, 2001
Thirty-seventh Supplemental Indenture April 1, 2003
Thirty-eighth Supplemental Indenture May 15, 2003
Thirty-ninth Supplemental Indenture October 1, 2003
Fortieth Supplemental Indenture May 1, 2005
Forty-first Supplemental Indenture October 1, 2006
Forty-second Supplemental Indenture May 1, 2007
Forty-third Supplemental Indenture September 1, 2007
Forty-fourth Supplemental Indenture April 1, 2008
Forty-fifth Supplemental Indenture February 1, 2010
Forty-sixth Supplemental Indenture June 1, 2010
Forty-seventh Supplemental Indenture July 1, 2013
Forty-eighth Supplemental Indenture September 1, 2016
Forty-ninth Supplemental Indenture June 5, 2020
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156779285.5
each of which is supplemental to the Original Indenture (the Original Indenture and all indentures supplemental thereto together being
hereinafter sometimes referred to as the “Indenture”); and
WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth Supplemental Indenture) have each been
recorded in the records of the County of Beaverhead, Montana; the Counties of Elko, Humboldt and Lander, Nevada; the Counties of Baker,
Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville,
Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding,Idaho, Jefferson, Jerome, Lake, Lemhi, Lincoln, Minidoka, Oneida,
Owyhee, Payette, Power, Twin Falls, Valley and Washington,Idaho; the County of Walla Walla, Washington; the Counties of Lincoln and
Sweetwater, Wyoming; and with the Secretary of State of the States of Idaho, Montana, Oregon, Nevada, Washington and Wyoming; and
WHEREAS, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the terms of the
Indenture in the following series and aggregate principal amounts:
Principal
Amount
Principal
Amount
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156779285.5
Series
Principal
Amount
Principal
Amount
which bonds are hereinafter sometimes called bonds of the First through Forty-third 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 Trustee this Fiftieth Supplemental Indenture for the purposes herein
provided, including the issuance of a Forty-fourth Series of Bonds under the Indenture, in the aggregate principal amount of up to $1.2 Billion
Dollars ($1,200,000,000), to be designated as “First Mortgage Bonds, Secured Medium-Term Notes, Series M” (herein sometimes called the
“Bonds of MTN Series M”); and
WHEREAS, it is also now desired, for the purpose of more effectually carrying out the purposes of the Original Indenture, to confirm
specifically the subjection to the lien thereof and of the Indenture of the certain property acquired by the Company in addition to the property
specifically described in the Original Indenture and in said First, Second, Third, Fourth, Fifth, Sixth, Seventh, Ninth, Tenth, Eleventh, Twelfth,
Thirteenth, Fourteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-
fifth, Thirty-sixth, Thirty-seventh, Thirty-ninth, Fortieth, Forty-first, Forty-fourth, Forty-fifth, Forty-sixth,Forty-seventh,Forty-eighth and
Forty-ninth Supplemental Indentures; and
WHEREAS, all things necessary to make said Bonds of MTN Series M, when duly authenticated by the Trustee and issued by the
Company, valid and legally binding obligations of the Company and to make the Original Indenture, as heretofore supplemented and as
supplemented hereby, a valid and legally binding instrument for the security thereof, have been performed, and the execution and delivery of
this Fiftieth Supplemental Indenture and the issue of said Bonds as in this Fiftieth Supplemental Indenture provided have been in all respects
duly authorized:
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156779285.5
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in order to secure the payment both of the principal of and interest and premium, if
any, on all Bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of all the
provisions of the Indenture and of said Bonds, the Company has duly executed and delivered to the Trustee this Fiftieth 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 Deutsche Bank Trust Company
Americas, as Trustee as aforesaid, and to its successor or successors in said trust, and to it and its successors and assigns forever, all property,
whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of said Original
Indenture by and now or hereafter owned by the Company including the following described properties, rights and interests in property (in
addition to all other properties heretofore subjected to the lien of the Indenture and not heretofore released from the lien thereof)--that is to say:
PROPERTIES ACQUIRED OR CONSTRUCTED
GENERATING PLANTS
None
TRANSMISSION LINES & SYSTEMS
None
DISTRIBUTION LINES & SYSTEMS
Ordinary course extensions and replacements
SUBSTATIONS
Rogerson Switching Station Twin Falls Co., ID
FRANCHISES
None
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156779285.5
ALL OTHER LANDS, IMPROVEMENTS, BUILDINGS AND OTHER SUBSTATIONS
Land for future substation site, 0.03 acres Payette Co., ID
All other property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the
date of said Original Indenture by and now or hereafter owned by the Company.
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156779285.5
TOGETHER with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders, and (subject to the provisions of Section 57
of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid
property and franchises and every part and parcel thereof.
It is not intended herein or hereby to include in or subject to the lien of the Indenture, and the granting clauses hereof shall not be
deemed to apply to, (1) any revenues, earnings, rents, issues, income or profits of the mortgaged and pledged property, or any bills, notes or
accounts receivable, contracts or choses in action, except to the extent permitted by law in case a completed default specified in Section 65 of
the Indenture shall have occurred and be continuing and the Trustee, or a receiver or trustee, shall have entered upon or taken possession of the
mortgaged and pledged property, or (2) in any case, unless specifically subjected to the lien thereof, any bonds, notes, evidences of
indebtedness, shares of stock, or other securities or any cash (except cash deposited with the Trustee pursuant to any provisions of the
Indenture) or any goods, wares, merchandise, equipment or apparatus manufactured or acquired for the purpose of sale or resale in the usual
course of business.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Trustee (to the extent of its
legal capacity to hold the same for the purposes hereof), and its successors, heirs and assigns forever;
IN TRUST, NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the
same provisions and covenants as are set forth in the Original Indenture, as amended or modified by said First, Second, Third, Fourth, Fifth,
Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth,
Twentieth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-
ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third, Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth, Thirty-ninth,
Fortieth, Forty-first, Forty-second, Forty-third, Forty-fourth, Forty-fifth, Forty-sixth,Forty-seventh, Forty-eighth and Forty-ninth Supplemental
Indentures and this Fiftieth Supplemental Indenture.
And it is hereby covenanted, declared and decreed by and between the parties hereto, for the benefit of those who shall hold the Bonds
and interest coupons, or any of them, issued and to be issued under the Indenture, as follows:
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156779285.5
ARTICLE I
Description of Bonds of MTN Series M.
SECTION 1. The Forty-fourth Series of Bonds to be executed, authenticated and delivered under and secured by the Indenture shall be
Secured Medium-Term Notes, Series M, designated as “First Mortgage Bonds, Secured Medium-Term Notes, Series M” of the Company. The
Bonds of MTN Series M shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject
to, all of the terms, conditions and covenants of the Original Indenture, except insofar as the terms and provisions of the Original Indenture
have been or are amended or modified by said First through Forty-ninth Supplemental Indentures or by this Fiftieth Supplemental Indenture.
Bonds of MTN Series M shall be issued from time to time in an aggregate principal amount not to exceed $1,200,000,000, and shall be issued
as registered Bonds without coupons in the denominations of $1,000 or in any multiple thereof; each Bond of MTN Series M shall mature on
such date not less than one year nor more than forty years 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 or the Executive Committee
of the Board of Directors, which shall constitute the Executive Committee of the Company (the “Executive Committee”), may determine in
accordance with a resolution filed with the Trustee and a written order referring to this Fiftieth Supplemental Indenture; the principal of and
interest on each said Bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York and, at
the option of the Company, interest on each said Bond may also be payable at the office of the Company in Boise, Idaho, in such coin or
currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on Bonds of MTN
Series M which bear interest at a fixed rate shall be payable semiannually on March 1 and September 1 of each year, unless otherwise
determined by the Board of Directors or the Executive Committee and set forth in a resolution filed with the Trustee referring to this Fiftieth
Supplemental Indenture and at maturity (each an interest payment date). Interest on Bonds of MTN Series M which bear interest at a variable
rate shall be payable on the dates (each an interest payment date) determined by the Board of Directors or the Executive Committee and set
forth in a resolution filed with the Trustee referring to this Fiftieth Supplemental Indenture.
Notwithstanding the foregoing, so long as there is no existing default in the payment of interest on the Bonds of MTN Series M, all
Bonds of MTN Series M authenticated by the Trustee after the Record Date hereinafter specified for any interest payment date, and prior to
such interest payment date (unless the date of first authentication of Bonds of such designated interest rate and maturity is after such Record
Date), shall be dated the date of authentication, but shall bear interest from such interest payment date, and the person in whose name any Bond
of MTN Series M is registered at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive
the interest payable on such interest payment date, notwithstanding the cancellation of such Bond of MTN Series M, upon any transfer or
exchange thereof subsequent to the Record Date and on or prior to such interest payment date. If the date of first authentication of the Bonds of
MTN Series M of a designated interest rate and maturity is after such Record Date and prior to the corresponding interest payment date, such
Bonds shall bear interest from the Original Interest Accrual Date but payment of interest shall commence on the second interest payment date
succeeding the Original Interest Accrual Date. “Record Date” for Bonds of MTN Series M which bear interest at a fixed rate shall mean
February 15 for interest payable March 1 and August 15 for interest payable September 1, for Bonds of MTN Series M 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 or
the Executive Committee and set forth in a resolution filed with the Trustee referring to this Fiftieth Supplemental Indenture, and for Bonds of
MTN Series M 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 or
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156779285.5
the Executive Committee and set forth in a resolution filed with the Trustee referring to this Fiftieth Supplemental Indenture; provided that,
interest payable on the maturity date will be payable to the person to whom the principal thereof shall be payable. “Original Interest Accrual
Date” with respect to Bonds of MTN Series M of a designated interest rate and maturity shall mean the date of first authentication of Bonds of
such designated interest rate and maturity unless a written order filed with the Trustee on or before such date shall specify another date from
which interest shall accrue, in which case “Original Interest Accrual Date” shall mean such other date specified in the written order for Bonds
of such designated interest rate and maturity.
The Bonds of MTN Series M, in definitive form, shall be, at the option of the Company, fully engraved or shall be lithographed or
printed on steel engraved borders or shall be partially lithographed or printed and partially engraved on steel borders or shall be printed on
safety paper or shall be typewritten.
The holders of the Bonds of MTN Series M consent that the Company may, but shall not be obligated to, fix a record date for the
purpose of determining the holders of Bonds of MTN Series M entitled to consent to any amendment, supplement or waiver. If a record date is
fixed, those persons who are holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent
to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after
such record date. No such consent shall be valid or effective for more than 90 days after such record date.
The Bonds of MTN Series M may be redeemable at the option of the Company (including without limitation redemptions by the
application of cash deposited with the Trustee pursuant to Section 39 of the Indenture) in whole at any time, or in part from time to time, prior
to maturity, as provided in Section 52 of the Indenture, upon giving notice of such redemption by first class mail, postage prepaid, by or on
behalf of the Company at least thirty (30) days prior to the date fixed for redemption as the Board of Directors or Executive Committee may
determine in accordance with a resolution filed with the Trustee and a written order referring to this Fiftieth Supplemental Indenture.
SECTION 2. At the option of the registered holder, any Bonds of MTN Series M, upon surrender thereof for cancellation at the office
or agency of the Company in the Borough of Manhattan, The City of New York, together with a written instrument of transfer (if so required
by the Company or by the Trustee) in form approved by the Company duly executed by the registered holder or by the registered holder’s duly
authorized attorney, shall be exchangeable for a like aggregate principal amount and maturity of Bonds of MTN Series M of other authorized
denominations. Bonds of MTN Series M 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.
Bonds of MTN Series M shall be transferable at the office or agency of the Company in the Borough of Manhattan, The City of New
York.
Notwithstanding the foregoing provisions of this Section 2, the Company shall not be required to make any transfers or exchanges of
Bonds of MTN Series M 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 MTN Series M so called or selected for redemption.
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SECTION 3. The Bonds of MTN Series M shall be substantially of the tenor and purport recited in the Original Indenture, and the
form thereof shall be as established by resolution of the Board of Directors or the Executive Committee, 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 MTN Series M in definitive form are ready for delivery, the Company may execute, and upon its request
in writing, the Trustee shall authenticate and deliver, in lieu thereof, Bonds of MTN Series M in temporary form, as provided in Section 15 of
the Original Indenture.
ARTICLE II
Issue of Bonds of MTN Series M.
SECTION 5. The Bonds of MTN Series M for the aggregate principal amount of up to One Billion and Two Hundred Million Dollars
($1,200,000,000) may be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered to or
upon the order or orders of the Company, evidenced by a writing or writings signed by the Company by its President or a Vice President and its
Treasurer or an Assistant Treasurer, pursuant to and upon compliance with the provisions of Article V, Article VI or Article VII of the
Indenture.
ARTICLE III
Covenants.
The Company hereby covenants, warrants and agrees:
SECTION 6. That all the terms, conditions, provisos, covenants and provisions contained in the Indenture shall affect and apply to the
property hereinabove described and conveyed and to the estate, rights, obligations and duties of the Company and Trustee and the beneficiaries
of the trust with respect to said property, and to the Trustee and its successors as trustee of said property, in the same manner and with the same
effect as if the said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically
and at length described in and conveyed to the Trustee (to the extent of its legal capacity to hold the same for the purposes of the Indenture) by
the Original Indenture as a part of the property therein stated to be conveyed.
SECTION 7. That it is lawfully seized and possessed of all of the mortgaged and pledged property described in the granting clauses of
the Indenture, which has not heretofore been released from the lien thereof; that it had or has, at the respective times of execution and delivery
of the Original Indenture, the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth,
Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first (as corrected by the Twenty-second), Twenty-
second, Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first,
Thirty-second, Thirty-third, Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth, Thirty-ninth, Fortieth, Forty-first, Forty-
second, Forty-third, Forty-fourth, Forty-fifth, Forty-sixth,Forty-seventh,Forty-eighth and Forty-ninth Supplemental Indentures and this
Fiftieth Supplemental Indenture, good, right and lawful authority to mortgage and pledge the mortgaged and pledged property described
therein, as provided in and by the Indenture; and that such mortgaged and pledged property is, at the actual date of the initial issue of the Bonds
of MTN Series M, free and clear of any mortgage, lien, charge or encumbrance thereon or affecting the title thereto (other than excepted
encumbrances) prior to the lien of the Indenture, except as set forth in the granting clauses of the Indenture.
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SECTION 8. That it will deliver to the Trustee annually, within ninety (90) days after the close of each fiscal year, commencing with
the fiscal year 2022, a certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her
knowledge of the Company’s compliance with all conditions and covenants under the Indenture. For purposes of this Section 8, such
compliance shall be determined without regard to any period of grace or requirement of notice provided under the Indenture.
ARTICLE IV
The Trustee.
The Trustee hereby accepts the trust hereby declared and provided and agrees to perform the same upon the terms and conditions in
the Original Indenture, as heretofore supplemented and as supplemented by this Fiftieth Supplemental Indenture, and in this Fiftieth
Supplemental Indenture set forth, and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fiftieth
Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals
are made by the Company only.
ARTICLE V
Miscellaneous Provisions.
Capitalized terms used and not otherwise defined in this Fiftieth Supplemental Indenture shall have the meanings ascribed thereto in
the Indenture.
In case any provision in this Fiftieth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The Company represents and warrants to the Trustee that this Fiftieth Supplemental Indenture has been duly and validly executed and
delivered by the Company and constitutes the Company’s legal, valid and binding obligation, enforceable against the Company in accordance
with its terms.
The Trustee shall be entitled to all of the same rights, protections, immunities and indemnities set forth in the Indenture as if specifically
set forth herein.
This Fiftieth Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.
In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering,the Trustee is required to obtain, verify and record certain
information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties hereto
agrees to provide to the Trustee upon its reasonable request from time to time identifying information and documentation as may be reasonably
available to it in order to enable the Trustee to comply with such laws, rules, regulations and executive orders.
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Except as hereby expressly amended and supplemented, the Original Indenture heretofore amended and supplemented is in all respects
ratified and confirmed, and all the terms and provisions thereof shall be and remain in full force and effect.
This Fiftieth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original; but such counterparts together constitute but one and the same instrument.
[ Signatures follow ]
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