IDACORP INC (Form: 8-K, Received: 07/12/2013 16:21:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 12, 2013

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	Exact name of registrants as specified in
Commission	their charters, address of principal executive	IRS Employer
File Number	offices and registrants' telephone number	Identification Number
1-14465	IDACORP, Inc.	82-0505802
1-3198	Idaho Power Company	82-0130980
	1221 W. Idaho Street
	Boise, ID 83702-5627
	(208) 388-2200
State or Other Jurisdiction of Incorporation: Idaho

Former name, former address and former fiscal year, if changed since last report: None.

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

IDACORP, Inc. Sales Agency Agreement

On July 12, 2013, IDACORP, Inc. (“IDACORP”) entered into a Sales Agency Agreement (“Sales Agency Agreement”) with BNY Mellon Capital Markets, LLC (“BNYMCM”). Under the terms of the Sales Agency Agreement, IDACORP may offer and sell up to 3,000,000 shares of its common stock, without par value (the “Shares”), from time to time through BNYMCM as IDACORP's agent for the offer and sale of the Shares. The Sales Agency Agreement replaces a similar sales agency agreement, dated December 16, 2011, between IDACORP and BNYMCM, that provided for the sale of up to 3,000,000 shares of IDACORP common stock. IDACORP did not sell any shares of its common stock under the December 2011 sales agency agreement.

The Sales Agency Agreement contains representations, warranties and covenants of IDACORP, customary conditions to closing and issuance of the Shares, indemnification rights and obligations of the parties, and termination provisions. The Sales Agency Agreement provides that the offering of Shares pursuant to the agreement will terminate upon the earliest of (1) the sale of all shares of IDACORP common stock subject to the Sales Agency Agreement, (2) termination of the Sales Agency Agreement by either BNYMCM or IDACORP, and (3) May 22, 2016. IDACORP has no obligation to sell any of the Shares. A copy of the Sales Agency Agreement is filed as Exhibit 1.1 to this report. The foregoing description of the Sales Agency Agreement is not complete and is qualified in its entirety by reference to such exhibit.

The offering of Shares will be made pursuant to a registration statement on Form S-3 filed by IDACORP with the U.S. Securities and Exchange Commission (File No. 333-188768), which became effective on May 22, 2013. On July 12, 2013, in connection with the offer and sale of the Shares from time to time, IDACORP filed a prospectus supplement with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Act").

Idaho Power Company Selling Agency Agreement and Supplemental Indenture

On July 12, 2013, Idaho Power Company ("IPC") entered into a Selling Agency Agreement (the “Selling Agency Agreement”) with each of BNY Mellon Capital Markets, LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC in connection with the issuance and sale by IPC from time to time of First Mortgage Bonds, Secured Medium-Term Notes, Series J (the "Series J Notes"), to be issued under the Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between IPC and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page, as Trustees (Stanley Burg, successor individual trustee), as supplemented by all indentures supplemental thereto (the "Indenture"). The Selling Agency Agreement contains representations, warranties and covenants of IPC, customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. IPC has no obligation to sell any minimum principal amount of Series J Notes under the Selling Agency Agreement, and may issue up to a maximum aggregate principal amount of $500,000,000 of Series J Notes under the Selling Agency Agreement. The Selling Agency Agreement is filed as Exhibit 1.2 to this report. The foregoing description of the Selling Agency Agreement is not complete and is qualified in its entirety by reference to such exhibit.

On July 12, 2013, in connection with the offer and sale of the Series J Notes from time to time pursuant to a registration statement on Form S-3 filed by IPC with the U.S. Securities and Exchange Commission (File No. 333-188768-01), which became effective on May 22, 2013, IPC filed a prospectus supplement with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) under the Act.

On July 12, 2013, IPC entered into the Forty-seventh Supplemental Indenture, dated as of July 1, 2013, to the Indenture. The Forty-seventh Supplemental Indenture provides for, among other items, the issuance of Series J Notes pursuant to the Indenture. A copy of the Forty-seventh Supplemental Indenture is filed as Exhibit 4.1 to this report.

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This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described in this report, and there shall not be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of securities is being made only by means of a prospectus and related prospectus supplement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits . The following exhibits are being furnished as part of this report.



Exhibit Number		Description
1.1		Sales Agency Agreement, dated July 12, 2013, between IDACORP, Inc. and BNY Mellon Capital Markets, LLC
1.2		Selling Agency Agreement, dated July 12, 2013, between Idaho Power Company and each of BNY Mellon Capital Markets, LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC
4.1		Idaho Power Company Forty-seventh Supplemental Indenture, dated July 1, 2013, to Mortgage and Deed of Trust, dated as of October 1, 1937
5.1		Opinion of Perkins Coie LLP (relating to the Shares)
23.1		Consent of Perkins Coie LLP (included in Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated: July 12, 2013

IDACORP, INC.

By: /s/ Darrel T. Anderson

Darrel T. Anderson

Executive Vice President - Administrative Services and Chief Financial Officer

IDAHO POWER COMPANY

By: /s/ Darrel T. Anderson

Darrel T. Anderson

President and Chief Financial Officer

EXHIBIT INDEX



Exhibit Number		Description
1.1		Sales Agency Agreement, dated July 12, 2013, between IDACORP, Inc. and BNY Mellon Capital Markets, LLC
1.2		Selling Agency Agreement, dated July 12, 2013, between Idaho Power Company and each of BNY Mellon Capital Markets, LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC
4.1		Idaho Power Company Forty-seventh Supplemental Indenture, dated July 1, 2013, to Mortgage and Deed of Trust, dated as of October 1, 1937
5.1		Opinion of Perkins Coie LLP (relating to the Shares)
23.1		Consent of Perkins Coie LLP (included in Exhibit 5.1)

Exhibit 1.1

SALES AGENCY AGREEMENT

Sales Agency Agreement (this “Agreement”), dated July 12, 2013, between IDACORP, INC., an Idaho corporation (the “Company”), and BNY MELLON CAPITAL MARKETS, LLC, a registered broker-dealer organized under the laws of Delaware (“BNYMCM”).

BACKGROUND

The Company has authorized and proposes to issue and sell in the manner contemplated by this Agreement up to 3,000,000 Common Shares (as defined below) upon the terms and subject to the conditions contained in this Agreement. BNYMCM has been appointed by the Company as its agent to sell the Common Shares and agrees to use its commercially reasonable efforts to sell the Common Shares offered by the Company upon the terms and subject to the conditions contained in this Agreement. In consideration of the premises, representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Definitions .

For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:

“Actual Sold Amount” means the number of Issuance Shares that BNYMCM has sold during the Selling Period.

“Affiliate” of a Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first- mentioned Person. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Time” means the time of sale of any Common Shares sold pursuant to this Agreement.

“Closing” has the meaning set forth in Section 2.02.

“Closing Date” means the date on which the Closing occurs.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Period” means the period commencing on the date of this Agreement and expiring on the earliest to occur of (x) the date on which BNYMCM shall have sold the Maximum Program Amount pursuant to this Agreement, (y) the date this Agreement is terminated pursuant to Article VII and (z) May 22, 2016.

“Common Shares” shall mean shares of the Company's Common Stock issued or issuable pursuant to this Agreement.

“Common Stock” shall mean the Company's Common Stock, without par value.

“DTC” means The Depository Trust Company.

“Effective Date” has the meaning set forth in Section 3.03.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Floor Price” means the minimum price set by the Company in the Issuance Notice below which BNYMCM shall not sell Common Shares during the Selling Period, which may be adjusted by the Company at any time during the Selling Period and which in no event shall be less than $1.00 without the prior written consent of BNYMCM, which may be withheld in BNYMCM's sole discretion.

“Issuance” means each occasion the Company elects to exercise its right to deliver an Issuance Notice requiring BNYMCM to use its commercially reasonable efforts to sell the Common Shares as specified in such Issuance Notice, subject to the terms and conditions of this Agreement.

“Issuance Amount” means the number of Issuance Shares to be sold by BNYMCM with respect to any Issuance, which may not exceed 500,000 Common Shares during any Selling Period without the prior written consent of BNYMCM, which may be withheld in BNYMCM's sole discretion.

“Issuance Date” means any Trading Day during the Commitment Period that an Issuance Notice is deemed delivered pursuant to Section 2.03(b) hereof.

“Issuance Notice” means a written notice to BNYMCM delivered in accordance with this Agreement in the form attached hereto as Exhibit A.

“Issuance Price” means the Sales Price less the Selling Commission.

“Issuance Shares” means Common Shares issued or issuable pursuant to an Issuance that has occurred or may occur in accordance with the terms and conditions of this Agreement.

“Issuance Supplement” has the meaning set forth in Section 3.01.

“Material Adverse Effect” means a material adverse effect on the business, earnings, assets, operations, properties or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or any material adverse effect on the Company's ability to consummate the transactions contemplated by, or to execute, deliver and perform its obligations under, this Agreement.

“Material Subsidiary” has the meaning set forth in Section 3.05.

“Maximum Program Amount” means 3,000,000 Common Shares (or, if less, the aggregate amount of Common Shares registered under the Registration Statement).

“NYSE” means the New York Stock Exchange.

“Person” means an individual or a corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind.

“Principal Market” means the NYSE.

“Prospectus” has the meaning set forth in Section 3.01.

“Registration Statement” has the meaning set forth in Section 3.01.

“Representation Date” has the meaning set forth in the introductory paragraph of Article III.

“Sales Price” means the actual sale execution price of each Common Share sold by BNYMCM on the Principal Market hereunder in the case of ordinary brokers' transactions, or as otherwise agreed by the parties in other methods of sale.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Commission” means 1.0% of the Sales Price.

“Selling Period” means the period of one to ten consecutive Trading Days (as determined by the Company in the Company's sole discretion and specified in the applicable Issuance Notice) following the Trading Day on which an Issuance Notice is deemed to be delivered pursuant to Section 2.03(b) hereof.

“Settlement Date” means the third (3rd) Trading Day following the sale of any Issuance Shares pursuant to this Agreement.

“Subsidiary” has the meaning set forth in Section 3.05.

“Trading Day” means any day which is a trading day on the NYSE, other than a day on which trading is scheduled to close prior to its regular weekday closing time.

“Voting Stock” of any Person as of any date means the capital stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

ARTICLE II

ISSUANCE AND SALE OF COMMON STOCK

Section 2.01 Issuance . (a) Upon the terms and subject to the conditions of this Agreement, the Company may sell Common Shares through BNYMCM and BNYMCM shall use its commercially reasonable efforts to sell Common Shares, up to the Maximum Program Amount, based on and in accordance with such number of Issuance Notices as the Company shall choose to deliver during the Commitment Period until the aggregate number of Common Shares sold under this Agreement equals the Maximum Program Amount or this Agreement is otherwise terminated. Subject to the foregoing and the other terms and conditions of this Agreement, upon the delivery of an Issuance Notice, and unless the sale of the Issuance Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement, BNYMCM will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Issuance Shares up to the Issuance Amount specified in such Issuance Notice, and otherwise in accordance with the terms of such Issuance Notice. BNYMCM will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the portion of the Actual Sold Amount for such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof. BNYMCM may sell Issuance Shares in the manner described in Section 2.01(b) herein. The Company acknowledges and agrees that (i) there can be no assurance that BNYMCM will be successful in selling Issuance Shares and (ii) BNYMCM will incur no liability or obligation to the Company or any other Person if it does not sell Issuance Shares for any reason other than a failure by BNYMCM to use its commercially reasonable efforts consistent with

its normal trading and sales practices to sell such Issuance Shares as required under this Section 2.01. In acting hereunder, BNYMCM will be acting as agent for the Company and not as principal.

(b) Method of Offer and Sale . The Common Shares may be offered and sold by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, including sales made directly on the Principal Market or through an electronic communications network, or, if and only if the parties hereto have so agreed in writing, sales may be made to or through a market maker or in privately negotiated transactions. Nothing in this Agreement shall be deemed to require either party to agree to the offering and sale of Common Shares to or through a market maker or in privately negotiated transactions, and either party may withhold its consent thereto in its sole discretion.

(c) Issuances . Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in Section 2.03(b) hereof during the Commitment Period on which the conditions set forth in Section 5.01 and 5.02 hereof have been satisfied, the Company may exercise an Issuance by the delivery of an Issuance Notice, executed by the Chief Executive Officer, the Chief Financial Officer, the President, the Treasurer or any Executive or Senior Vice President of the Company, to BNYMCM. BNYMCM shall use its commercially reasonable efforts to sell pursuant to such Issuance not more than the Issuance Amount. Each sale of Issuance Shares will be settled on the applicable Settlement Date following such sale.

Section 2.02 Effectiveness . The effectiveness of this Agreement (the “Closing”) shall be deemed to take place concurrently with the execution and delivery of this Agreement by the parties hereto and the completion of the closing transactions set forth in the immediately following sentence. At the Closing, the following closing transactions shall take place, each of which shall be deemed to occur simultaneously with the Closing: (i) the Company shall deliver to BNYMCM a certificate executed by the Secretary of the Company, signing in such capacity, dated the date of the Closing (A) certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the issuance of the Common Shares pursuant to this Agreement), which authorization shall be in full force and effect on and as of the date of such certificate and (B) certifying and attesting to the office, incumbency, due authority and specimen signatures of each Person who executed the Agreement for or on behalf of the Company; (ii) the Company shall deliver to BNYMCM a certificate executed by the Chief Executive Officer, the President, any Senior Vice President or the Chief Financial Officer of the Company, signing in such capacity, dated the date of the Closing, confirming that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects and that the Company has performed in all material respects all of its obligations hereunder to be performed on or prior to the Closing Date and as to the matters set forth in Section 5.01(a) hereof; (iii) Perkins Coie LLP, counsel to the Company, shall deliver to BNYMCM an opinion, dated the date of the Closing and addressed to BNYMCM, substantially in the form of Exhibit B-1 attached hereto, and a negative assurance letter, dated the date of the Closing and addressed to BNYMCM, substantially in the form of Exhibit B-2 attached hereto; (iv) Sullivan & Cromwell LLP, counsel to BNYMCM, shall deliver such opinion or opinions (relying for matters of Idaho law on the opinion of Perkins Coie LLP), dated as of the Closing, as BNYMCM may reasonably request; and (v) Deloitte & Touche LLP, independent registered public accounting firm for the Company, shall deliver to BNYMCM a letter, dated the Closing Date, in form and substance reasonably satisfactory to BNYMCM.

Section 2.03 Mechanics of Issuances . (a) Issuance Notice . On any Trading Day during the Commitment Period, the Company may deliver an Issuance Notice to BNYMCM, subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however , that (1) the Issuance Amount for each Issuance as designated by the Company in the applicable Issuance Notice shall in no

event exceed 500,000 Common Shares without the prior written consent of BNYMCM, which may be withheld in BNYMCM's sole discretion, and (2) notwithstanding anything in this Agreement to the contrary, BNYMCM shall have no further obligations with respect to any Issuance Notice if and to the extent the number of Issuance Shares to be sold pursuant thereto, together with the aggregate number of Common Shares previously sold under this Agreement, shall exceed the Maximum Program Amount.

(b) Delivery of Issuance Notice . An Issuance Notice shall be deemed delivered on the Trading Day that it is received by facsimile or otherwise (and the Company confirms such delivery by e-mail notice or by telephone (including voicemail message)) by BNYMCM. No Issuance Notice may be delivered other than on a Trading Day during the Commitment Period.

(c) Floor Price . BNYMCM shall not sell Common Shares below the Floor Price during any Selling Period, as such Floor Price may be adjusted by the Company at any time during any Selling Period upon notice to BNYMCM and confirmation to the Company.

(d) Determination of Issuance Shares to be Sold . The number of Issuance Shares to be sold by BNYMCM with respect to any Issuance shall be the Actual Sold Amount during the Selling Period.

(e) Trading Guidelines . BNYMCM may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect, provided that (i) no such purchase or sale shall take place while an Issuance Notice is in effect (except to the extent that, if the parties have agreed in writing that sales may be made to or through a market maker or in privately negotiated transactions, BNYMCM may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless” principal or in a similar capacity), (ii) in no circumstances shall BNYMCM have a short position in the Common Stock for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by BNYMCM. In addition, the Company hereby acknowledges and agrees that BNYMCM's affiliates, subject to compliance with Regulation M under the Exchange Act, may make markets in the Common Stock or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, shares of Common Stock or other securities of the Company, at the same time BNYMCM is acting as agent pursuant to this Agreement.

Section 2.04 Settlements . Subject to the provisions of Article V, on or before each Settlement Date, the Company will cause Wells Fargo Bank, National Association, its transfer agent, to electronically transfer the Issuance Shares being sold by crediting BNYMCM or its designee's account at DTC through its Deposit/Withdrawal At Custodian (DWAC) System, or by such other means of delivery as may be mutually agreed upon by the parties hereto and concurrently with the receipt of such Issuance Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, BNYMCM will deliver the related Issuance Price in same day funds delivered to an account designated by the Company prior to the Settlement Date. If the Company defaults in its obligation to deliver Issuance Shares on a Settlement Date, the Company agrees that it will (i) hold BNYMCM harmless against any loss, claim, damage or expense (including, without limitation, penalties, interest and reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, and (ii) pay to BNYMCM any Selling Commission to which it would otherwise have been entitled absent such default. The individuals listed on Schedule 1 hereto shall be the contact persons for all matters related to the settlement of the transfer of Issuance Shares through the DWAC System for purposes of this Section 2.04.

Section 2.05 Use of Free Writing Prospectus . Neither the Company nor BNYMCM has prepared, used, referred to or distributed, or will prepare, use, refer to or distribute, without the other party's prior

written consent, any “written communication” which constitutes a “free writing prospectus” as such terms are defined in Rule 405 under the Securities Act.

Section 2.06 Material Non-Public Information . Notwithstanding any other provision of this Agreement, BNYMCM shall not be obligated to sell any Issuance Shares hereunder during any period in which it reasonably believes that the Company is in possession of material non-public information.

Section 2.07 Exemption from Regulation M . If BNYMCM reasonably believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act (applicable to securities with an average daily trading volume value of at least $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Common Shares, it shall promptly notify the Company of such belief and sales of Common Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the reasonable judgment of both BNYMCM and the Company. If, either immediately prior to delivery of an Issuance Notice or during a Selling Period, the Company reasonably believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Common Shares, it shall promptly notify BNYMCM of such belief and sales of Common Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the reasonable judgment of both BNYMCM and the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to, and agrees with, BNYMCM that as of the Closing Date, as of each Issuance Date, as of each Settlement Date and as of any time that the Registration Statement or the Prospectus shall be amended or supplemented (each of the times referenced above is referred to herein as a “Representation Date”), except as may be disclosed in the Prospectus on or before a Representation Date:

Section 3.01 Registration . The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Principal Market under the trading symbol “IDA”, and the Common Shares have been listed on the Principal Market, subject to notice of issuance. The Company (i) meets the requirements for use of Form S-3 under the Securities Act and the rules and regulations thereunder for the registration of the transactions contemplated by this Agreement under an automatic shelf registration statement (as defined in Rule 405 under the Act) on Form S-3, and (ii) has been subject to the requirements of Section 12 of the Exchange Act and has timely filed all the material required to be filed pursuant to Sections 13 and 14 of the Exchange Act for a period of more than 12 calendar months. The Company has filed with the Commission a registration statement on Form S-3 (Registration No. 333-188768), which registration statement became effective automatically upon filing pursuant to Rule 462(e) under the Securities Act, for the registration under the Securities Act of an unspecified aggregate amount of Common Stock and other securities, and the offering thereof from time to time pursuant to Rule 415 under the Securities Act. Such registration statement and the prospectus relating to securities of the Company constituting a part of such registration statement, together with the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (each, an “Issuance Supplement”), including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case as from time to time amended or supplemented, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively, except that if any revised prospectus is provided to BNYMCM by the Company for use in connection with the offering of the Common Shares that is not required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to

BNYMCM for such use. Promptly after the execution and delivery of this Agreement, the Company will prepare and file the Prospectus Supplement relating to the Common Shares pursuant to Rule 424(b) under the Securities Act, as contemplated by Section 5.01(k) of this Agreement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.

Section 3.02 Incorporated Documents . The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus pursuant to Item 12 of Form S-3 (collectively, the “Incorporated Documents”), as of the date filed with the Commission under the Exchange Act, conformed and will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained or will contain at such time an untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 3.03 Registration Statement; Prospectus . No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. 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 Registration Statement, as of the Effective Date, conformed or will conform in all material respects to the requirements of the Securities Act, and the rules and regulations of the Commission thereunder and, as of the Effective Date, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of the date of the Prospectus Supplement, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) under the Securities Act and as of the date of any other amendment or supplement thereto, conforms or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and, as of the date of the Prospectus Supplement, as of the date of any filing of an Issuance Supplement thereto pursuant to Rule 424(b) under the Securities Act, as of the date of any other amendment or supplement thereto and as of each Applicable Time, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 3.03 shall not apply to any statements or omissions made in reliance upon and in conformity with information (a) furnished in writing to the Company by BNYMCM expressly for use in the Prospectus or (b) provided on the DTC website for use in prospectuses and relating to DTC and its book-entry clearance and settlement system or (c) set forth in the Form T-1 furnished by Deutsche Bank Trust Company Americas and included in Exhibit 25.4 to the Registration Statement. As used herein, with respect to the Registration Statement, the term “Effective Date” means, as of a specified time, the later of (i) the date that the Registration Statement or the most recent post-effective amendment thereto was or is declared effective by the Commission under the Securities Act; (ii) the date of the Prospectus Supplement; (iii) with respect to any particular issuance, the date of the relevant Issuance Supplement, if any; and (iv) the date that the Company's Annual Report on Form 10-K for its most recently completed fiscal year is filed with the Commission under the Exchange Act.

Section 3.04 Changes . Since the date of the latest audited financial statements included or incorporated by reference in the Prospectus there has been no material adverse change in the condition (financial or otherwise), 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.

Section 3.05 Organizational Matters . The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Idaho, with corporate power and authority to own or lease its properties and conduct its business in all material respects as described in the Registration Statement and the Prospectus; the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. Each Material Subsidiary of the Company has been duly incorporated and is validly existing as a corporation or limited liability company, as applicable, and to the extent such concept is applicable, is in good standing under the laws of its jurisdiction of incorporation. As used in this Agreement, the term “Subsidiary” means any Person (other than a natural person), at least a majority of the outstanding Voting Stock of which is owned by the Company, by one or more Subsidiaries or by the Company and one or more Subsidiaries. As of the date of this Agreement, the only Material Subsidiary of the Company is Idaho Power Company (the “Material Subsidiary”).

Section 3.06 Authorization; Enforceability . The Company has duly authorized, executed and delivered this Agreement. This Agreement constitutes the valid and binding obligation of the Company.

Section 3.07 Capitalization . The Company has an authorized capitalization as set forth in the Prospectus, and all of the outstanding shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of Common Stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the outstanding shares of capital stock of each Material Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. The Common Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, will not be subject to any preemptive or similar rights and will be free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever. The Common Shares conform to the description contained in the Prospectus under the caption “Description of Common Stock.” Except as set forth in the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. There are no restrictions upon the voting or transfer of any shares of the Company's Common Stock pursuant to the Company's Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Section 3.08 No Conflicts . The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the imposition of a lien or security interest upon any property or assets used in the conduct of the business of the Company or any Material Subsidiary pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any Material Subsidiary is a party or by which the Company or any Material Subsidiary is bound or to which any of the property or assets used in the conduct of the business of the Company or any Material Subsidiary is subject, (b) result in any violation

of the provisions of the Articles of Incorporation or the Bylaws of the Company or the organizational documents of any Material Subsidiary, or (c) result in any violation of any applicable statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any Material Subsidiary or any of their properties (except in each case for conflicts, breaches, violations, defaults, liens or security interests that would not have a Material Adverse Effect). No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the performance by the Company of its obligations under this Agreement, except such as have been, or will have been prior to the Closing Date, obtained under the Securities Act, and for such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or blue sky laws, as the case may be, and except in any case where the failure to obtain such consent, approval, authorization, order, registration or qualification would not have a Material Adverse Effect.

Section 3.09 Legal Proceedings . 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 determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate have a Material Adverse Effect and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

Section 3.10 Sale of Common Shares . Immediately after any sale of Common Shares by the Company hereunder, the aggregate amount of Common Stock that has been issued and sold by the Company hereunder will not exceed the aggregate amount of Common Stock registered under the Registration Statement (in this regard, the Company acknowledges and agrees that BNYMCM shall have no responsibility for maintaining records with respect to the aggregate amount of Common Shares sold, or of otherwise monitoring the availability of Common Stock for sale, under the Registration Statement).

Section 3.11 Permits . Each of the Company and the Material Subsidiaries has such permits, licenses, franchises and authorizations of governmental or regulatory authorities (the “permits”) as are necessary to conduct its business in the manner described in the Prospectus, except where the failure to obtain such permits would not reasonably be expected to have a Material Adverse Effect; and to the best knowledge of the Company after due inquiry, each of the Company and the Material Subsidiaries are in compliance with all terms and conditions of any such permit, except where the failure to comply with the terms and conditions of such permits would not reasonably be expected to have a Material Adverse Effect.

Section 3.12 Investment Company . The Company is not, and after giving effect to the offering and sale of the Common Shares, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

Section 3.13 Financial Condition; No Adverse Changes . (a) The financial statements, together with related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, present fairly the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, subject to normal year-end adjustments, except as disclosed therein; and the other financial and statistical information and data included or incorporated by reference in the Registration Statement and the Prospectus are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and the Subsidiaries. No other

financial statements are required to be set forth or to be incorporated by reference in the Registration Statement or the Prospectus under the Securities Act.

(b) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). The Company's internal control over financial reporting was effective as of December 31, 2012, and the Company is not aware of any material weaknesses therein. 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.

(c) The accountants who have audited the financial statements of the Company that are incorporated by reference in the Registration Statement and the Prospectus and who have audited the Company's internal control over financial reporting are independent registered public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder and the Public Company Accounting Oversight Board.

(d) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that were effective as of March 31, 2013.

Section 3.14 Use of Proceeds . The Company will use the net proceeds from the offering of Common Shares in the manner specified in the Prospectus under “Use of Proceeds.”

Section 3.15 Environmental Matters . Other than as set forth in the Prospectus, (a) the Company and its Subsidiaries are in compliance in all material respects with all applicable state and federal environmental laws, except for instances of noncompliance that, individually or in the aggregate, would not have a Material Adverse Effect, and (b) no event or condition has occurred that is reasonably likely to interfere in any material respect with the compliance by the Company and its Subsidiaries with any environmental law or that is reasonably likely to give rise to any liability under any environmental law, in each case that, individually or in the aggregate, would have a Material Adverse Effect.

Section 3.16 Insurance . Each of the Company and its Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent.

Section 3.17 Officer's Certificate . Any certificate signed by the Chief Executive Officer, the President, any Executive or Senior Vice President or the Chief Financial Officer of the Company and delivered to BNYMCM or to counsel for BNYMCM in connection with an Issuance shall be deemed a representation and warranty by the Company to BNYMCM as to the matters covered thereby on the date of such certificate.

Section 3.18 Finder's Fees . The Company has not incurred (directly or indirectly) nor will it incur, directly or indirectly, any liability for any broker's, finder's, financial advisor's or other similar fee, charge or commission in connection with this Agreement or the transactions contemplated hereby.

Section 3.19 Actively-Traded Security . Except under circumstances where the Company has provided BNYMCM with the notice required pursuant to Section 2.07 of this Agreement, the Common Shares are an “actively-traded security” exempted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.

Section 3.20 eXtensible Business Reporting Language . 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.

Section 3.21 Filing Fees . The Company has paid or shall pay any required Commission filing fees relating to the Common Shares within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

Section 3.22 Well-Known Seasoned Issuer . (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 Common Shares 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) 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 the Common Shares and on each Issuance Date, the Company was not and will not be an “ineligible issuer” as defined in Rule 405 under the Act.

ARTICLE IV

COVENANTS

The Company covenants and agrees during the term of this Agreement with BNYMCM as follows:

Section 4.01 Registration Statement and Prospectus . (i) To make no amendment or supplement to the Registration Statement or the Prospectus (other than (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares and (y) by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, provided that the Company will give prior notice in writing or by telephone to BNYMCM of the intention to file such report and describing the subject matter to be included in such report as soon as reasonably practicable prior to the filing of such report) after the date of delivery of an Issuance Notice and prior to the related Settlement Date(s) that is reasonably disapproved by BNYMCM promptly after reasonable notice thereof; (ii) to prepare, with respect to any Issuance Shares to be sold pursuant to this Agreement, an Issuance Supplement with respect to such Common Shares in a form previously approved by BNYMCM and to file such Issuance Supplement pursuant to Rule 424(b) under the Securities Act within the time period required thereby and to deliver such number of copies of each Issuance Supplement as may be required to each exchange or market on which such sales were effected, in each case if and only if delivery and filing of such an Issuance Supplement is required by applicable law or by the rules and regulations of the Commission; (iii) to make no amendment or supplement to the Registration Statement or the Prospectus (other than (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares and (y) by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus) at any time prior to having afforded BNYMCM a reasonable opportunity to review and comment thereon and to advise BNYMCM promptly when any such amendment to the Registration Statement has been filed or has become effective or any such amendment or supplement to the Prospectus has been filed with the Commission; (iv) to file

within the time periods required by the Exchange Act all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required under the Securities Act or under the blue sky or securities laws of any jurisdiction in connection with the offering or sale of the Common Shares, and during such same period to advise BNYMCM, promptly after the Company receives notice thereof, of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Common Shares, 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, of the suspension of the qualification of the Common Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, of any request by the Commission for the amendment or supplement of the Registration Statement or the Prospectus or for additional information, or the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus (including, without limitation, any Incorporated Documents); and (v) in the event of the issuance of any such stop order, of any such order preventing or suspending the use of any such prospectus or suspending any such qualification, or 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, to use promptly its commercially reasonable efforts to obtain its withdrawal.

Section 4.02 Blue Sky . To use its commercially reasonable efforts to cause the Common Shares to be listed on the Principal Market and promptly from time to time to take such action as BNYMCM may reasonably request to cooperate with BNYMCM in the qualification of the Common Shares for offering and sale under the blue sky or securities laws of such jurisdictions within the United States of America and its territories as BNYMCM may reasonably request and to use its commercially reasonable efforts to comply with such laws so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the sale of the Common Shares; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process or to subject itself to taxation in respect of doing business in any jurisdiction.

Section 4.03 Copies of Registration Statement and Prospectus . To furnish BNYMCM with copies (which may be electronic copies) of the Registration Statement and each amendment thereto, and with copies of the Prospectus and each amendment or supplement thereto in the form in which it is filed with the Commission pursuant to the Securities Act or Rule 424(b) under the Securities Act, both in such quantities as BNYMCM may reasonably request from time to time; and, if the delivery of a prospectus is required under the Securities Act or under the blue sky or securities laws of any jurisdiction at any time on or prior to the applicable Settlement Date for any Selling Period in connection with the offering or sale of the Common Shares and if at such time any event has occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it is necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify BNYMCM and request BNYMCM to suspend offers to sell Common Shares (and, if so notified, BNYMCM shall cease such offers as soon as practicable); and if the Company decides to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented, to advise BNYMCM promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance; provided, however, that if during such same period BNYMCM is

required to deliver a prospectus in respect of transactions in the Common Shares, the Company shall promptly prepare and file with the Commission such an amendment or supplement.

Section 4.04 Rule 158 . To make generally available to its holders of the Common Shares as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including the option of the Company to file periodic reports in order to make generally available such earnings statement, to the extent that it is required to file such reports under Section 13 or Section 15(d) of the Exchange Act, pursuant to Rule 158 under the Securities Act).

Section 4.05 Information . Except where such reports, communications, financial statements or other information are available on the Commission's EDGAR system, to furnish to BNYMCM (in paper or electronic format) copies of all publicly available reports or other communications (financial or other) furnished generally to stockholders and filed with the Commission pursuant to the Exchange Act, and deliver to BNYMCM (in paper or electronic format) (i) promptly after they are available, copies of any publicly available reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional publicly available information concerning the business and financial condition of the Company as BNYMCM may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its Subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission).

Section 4.06 Representations and Warranties . That each delivery of an Issuance Notice and each delivery of Common Shares on a Settlement Date shall be deemed to be (i) an affirmation to BNYMCM that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct in all material respects as of the date of such Issuance Notice or of such Settlement Date, as the case may be, as though made at and as of each such date, except as may be disclosed in the Prospectus, and (ii) an undertaking that the Company will advise BNYMCM if any of such representations and warranties will not be true and correct in all material respects as of the Settlement Date for the Common Shares relating to such Issuance Notice, as though made at and as of each such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Common Shares).

Section 4.07 Opinions of Counsel; Negative Assurance Letter . (a) That, each time the Registration Statement or the Prospectus is amended or supplemented (other than (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares and (y) by a Current Report on Form 8-K, unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall, as soon as practicable thereafter, furnish or cause to be furnished forthwith to BNYMCM a written opinion and negative assurance letter of Perkins Coie LLP or other counsel to the Company reasonably satisfactory to BNYMCM dated the date of such amendment or supplement, in the form reasonably satisfactory to BNYMCM and meeting the requirements set forth in Section 4.07(c).

(b) Notwithstanding the foregoing, the Company may upon written notice to BNYMCM elect to, in lieu of furnishing to BNYMCM such written opinions and negative assurance letters contemplated by Section 4.07(a) at the times specified in Section 4.07(a), furnish or cause to be furnished to BNYMCM such written opinion and negative assurance letter on each Issuance Date, dated such Issuance Date.

Such opinion and negative assurance letter shall satisfy the requirements of this Section 4.07 for the period from the date of such opinion and negative assurance letter until the Registration Statement or the Prospectus is next amended or supplemented (other than (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares and (y) by a Current Report on Form 8-K, unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, upon which amendment or supplement the Company shall furnish such written opinion and negative assurance letter contemplated by Section 4.07(a) as soon as practicable after such amendment or supplement, each dated the date of such amendment or supplement, as the case may be.

(c) Written opinions and negative assurance letters delivered pursuant to this Section 4.07 shall meet the following requirements:

(i) If the counsel referred to in Section 4.07(a) has previously furnished an opinion or negative assurance letter to the effect set forth in either Exhibit B-1 or Exhibit B-2 hereto respectively, the opinion or negative assurance letter, as the case may be, of such counsel shall be to the effect that BNYMCM may rely on such previously furnished opinion or negative assurance letter of such counsel to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of the new opinion or negative assurance letter).

(ii) If the counsel referred to in Section 4.07(a) has not previously furnished an opinion or negative assurance letter to the effect set forth in either Exhibit B-1 or Exhibit B-2 hereto respectively, the opinion or negative assurance letter, as the case may be, of such counsel shall be of the same tenor as set forth in Exhibit B-1 or Exhibit B-2 hereto, as the case may be, but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such opinion or negative assurance letter.

Section 4.08 Comfort Letters . (a) That, each time the Registration Statement or the Prospectus is amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), in any case to set forth financial information included in or derived from the Company's consolidated financial statements or accounting records, the Company shall, as soon as practicable thereafter, cause the independent registered public accounting firm that has audited the consolidated financial statements of the Company included or incorporated by reference in the Registration Statement forthwith to furnish to BNYMCM a letter, dated not later than five (5) Trading Days after the date of effectiveness of such amendment or the date of filing of such supplement, as the case may be, in form reasonably satisfactory to BNYMCM and of the same tenor as the letter referred to in Section 2.02(v) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matters, such letter may reconfirm as true and correct at the date of such letter as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matters made in the letter referred to in Section 5.01(g) hereof that was last furnished to BNYMCM.

(b) Notwithstanding the foregoing, the Company may upon written notice to BNYMCM elect to, in lieu of furnishing to BNYMCM such letter contemplated by Section 4.08(a) at the time specified in Section 4.08(a), cause to be furnished to BNYMCM such letter on each Issuance Date, dated such Issuance Date; provided that such letter shall be applicable to and satisfy the requirements of this Section 4.08 for the information incorporated or deemed to be incorporated by reference into, or included in, the Registration Statement and the Prospectus, as amended or supplemented to such Issuance Date, for which information a letter had not been previously provided. Such letter shall satisfy the requirements of this Section 4.08 for the period from the date of such letter until the Registration Statement or the Prospectus is next amended or supplemented, including by means of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (but only a Current Report on Form 8-K that contains financial statements of the Company filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus), in any case to set forth financial information included in or derived from the Company's consolidated financial statements or accounting records, upon which amendment or supplement the Company shall furnish such letter contemplated by Section 4.08(a) as soon as practicable after such amendment or supplement, dated not later than five (5) Trading Days after the date of effectiveness of such amendment or the date of filing of such supplement, as the case may be.

Section 4.09 Officer's Certificate . (a) That, each time the Registration Statement or the Prospectus is amended or supplemented (other than (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares and (y) by a Current Report on Form 8-K, unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, the Company shall, as soon as practicable thereafter, furnish or cause to be furnished forthwith to BNYMCM a certificate, dated the date of such supplement or amendment, as the case may be, in such form and executed by the Chief Executive Officer, the President, any Executive or Senior Vice President or the Chief Financial Officer of the Company, of the same tenor as the certificate referred to in Section 2.02(ii) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date.

(b) Notwithstanding the foregoing, the Company may upon written notice to BNYMCM elect to, in lieu of furnishing to BNYMCM such certificates contemplated by Section 4.09(a) at the times specified in Section 4.09(a), furnish or cause to be furnished to BNYMCM such certificate on each Issuance Date, dated such Issuance Date; provided that such certificate shall satisfy the requirements of this Section 4.09 for the period from the date of such certificate until the Registration Statement or the Prospectus is next amended or supplemented (other than (x) an amendment or supplement relating solely to the issuance or offering of securities other than the Common Shares and (y) by a Current Report on Form 8-K, unless reasonably requested by BNYMCM within 30 days of the filing thereof with the Commission), including by means of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into the Prospectus, upon which amendment or supplement the Company shall furnish or cause to be furnished such certificate contemplated by Section 4.09(a) as soon as practicable after such amendment or supplement, dated the date of such amendment or supplement, as the case may be.

Section 4.10 Stand Off Agreement . Without the written consent of BNYMCM, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to BNYMCM hereunder and ending on the first (1st) Trading Day immediately

following the last Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice; provided, however, that such restriction will not be required in connection with the Company's issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any employee or director stock option or benefit plan, stock purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in a stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company's Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons.

Section 4.11 Market Activities . The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Common Shares or (ii) bid for or purchase the Common Shares, or pay anyone any compensation for soliciting purchases of the Common Shares other than BNYMCM.

ARTICLE V

CONDITIONS TO DELIVERY OF ISSUANCE

NOTICES AND TO SETTLEMENT

Section 5.01 Conditions Precedent to the Right of the Company to Deliver an Issuance Notice and the Obligation of BNYMCM to Sell Common Shares During the Selling Period(s) . The right of the Company to deliver an Issuance Notice hereunder is subject to the satisfaction, on the date of delivery of such Issuance Notice, and the obligation of BNYMCM to sell Common Shares during the applicable Selling Period(s) is subject to the satisfaction, on the applicable Settlement Date(s), of each of the following conditions:

(a) Effective Registration Statement and Authorizations . The Registration Statement shall remain effective and sales of Common Shares may be made by BNYMCM thereunder, and (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; (ii) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or Prospectus shall exist, 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; (iii) all requests for additional information on the part of the Commission with respect to the Registration Statement or the Prospectus shall have been complied with; and (iv) no event specified in Section 4.03 hereof shall have occurred and be continuing without the Company amending or supplementing the Registration Statement or the Prospectus as provided in Section 4.03.

(b) Accuracy of the Company's Representations and Warranties . The representations and warranties of the Company shall be true and correct in all material respects as of each Representation Date (including such Issuance Date and Settlement Date) as though made at such time, except as may be disclosed in the Prospectus on or before the applicable Representation Date.

(c) Performance by the Company . The Company shall have performed, satisfied and complied with in all material respects all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such date.

(d) No Injunction . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated

hereby that prohibits or directly and materially adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement.

(e) Material Adverse Changes . Since the date of this Agreement, no event that had or is reasonably likely to have a Material Adverse Effect shall have occurred that has not been disclosed in the Registration Statement or the Prospectus.

(f) No Suspension of Trading In or Delisting of Common Stock; Other Events . The trading of the Common Stock (including without limitation the Issuance Shares) shall not have been suspended by the Commission, the Principal Market or the Financial Industry Regulatory Authority since the immediately preceding Settlement Date or, if there has been no Settlement Date, the Closing Date, and the Common Shares (including without limitation the Issuance Shares) shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. There shall not have occurred (and be continuing in the case of occurrences under clause (i) and (ii) below) any of the following: (i) if trading generally on the NYSE has been suspended or materially limited, or minimum and maximum prices for trading have been fixed, or maximum ranges for prices have been required, by the NYSE or by order of the Commission, the Financial Industry Regulatory Authority or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (ii) a general moratorium on commercial banking activities in New York declared by either federal or New York state authorities; or (iii) any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak or escalation of hostilities or other calamity or crisis involving the United States or the declaration by the United States of a national emergency or war or any change or development involving a prospective change in national or international political, financial or economic conditions, if the effect of any such event specified in this clause (iii) in the reasonable judgment of BNYMCM makes it impracticable or inadvisable to proceed with the sale of Common Shares of the Company.

(g) Comfort Letter . On the Closing Date, Deloitte & Touche LLP shall have furnished to BNYMCM a letter of the sort contemplated by Section 2.02(v) hereof, dated the Closing Date, to the effect required by Section 2.02(v), and on each applicable date referred to in Section 4.08 hereof that is on or prior to such Issuance Date or Settlement Date, as the case may be, the independent registered public accounting firm who has audited the financial statements of the Company included or incorporated by reference in the Registration Statement shall have furnished to BNYMCM a letter of the sort contemplated by Section 4.08, dated such applicable date, in form and substance satisfactory to BNYMCM to the effect required by Section 4.08.

(h) No Defaults . The execution and delivery of this Agreement and the issuance and sale of the Common Shares and the compliance by the Company with all of the provisions of this Agreement 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 material 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 is subject.

(i) Trading Cushion . The Selling Period for any previous Issuance Notice shall have expired.

(j) Maximum Issuance Amount . In no event may the Company issue an Issuance Notice to sell an Issuance Amount to the extent that (I) the sum of (x) the requested Issuance Amount plus (y) the number of Common Shares issued under all previous Issuances effected pursuant to this Agreement would exceed the Maximum Program Amount or (II) the requested Issuance Amount would exceed 500,000 Common Shares, without the prior written consent of BNYMCM.

(k) Prospectus Supplement and Issuance Supplement . (i) A supplement to the prospectus included in the Registration Statement (the “Prospectus Supplement”), in form and substance to be agreed upon by the parties, setting forth information regarding this Agreement including, without limitation, the Maximum Program Amount, shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the time period required thereby and sufficient copies thereof delivered to BNYMCM on or prior to the Issuance Date.

(ii) To the extent required by Section 4.01(ii), an Issuance Supplement, in form and substance to be agreed upon by the parties, shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the time period required thereby and sufficient copies thereof delivered to BNYMCM on or prior to the Issuance Date.

(l) Letter of the Company's Counsel . The counsel specified in Sections 2.02(iii) shall have furnished to BNYMCM its written opinion and negative assurance letter of the sort contemplated by Section 2.02(iii) hereof, dated the Closing Date, to the effect required by Section 2.02(iii), and the counsel specified in Section 4.07 shall have furnished to BNYMCM their written opinions and negative assurance letters of the sort contemplated by Section 4.07 hereof, dated each applicable date referred to in Section 4.07 that is on or prior to such Issuance Date or Settlement Date, as the case may be, to the effect required by Section 4.07.

(m) Officer's Certificate . The Company shall have furnished or caused to be furnished to BNYMCM an officer's certificate of the sort contemplated by Section 2.02(ii) or Section 4.09 hereof, as the case may be, and executed by the Chief Executive Officer, the President, any Executive or Senior Vice President or the Chief Financial Officer of the Company, dated the Closing Date and each applicable date referred to in Section 4.09 that is on or prior to such Issuance Date or Settlement Date, as the case may be, as to the matters specified in Section 2.02(ii).

(n) Other Documents . On the Closing Date and prior to each Issuance Date and Settlement Date, BNYMCM and its counsel shall have been furnished with such documents as they may reasonably require in order to evidence the accuracy and completeness of any of the representations or warranties, or the fulfillment of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Common Shares as herein contemplated shall be satisfactory in form and substance to BNYMCM and its counsel.

Section 5.02 Documents Required to be Delivered on each Issuance Date . BNYMCM's obligation to sell Common Shares pursuant to an Issuance hereunder shall additionally be conditioned upon the delivery to BNYMCM on or before the Issuance Date of a certificate in form and substance reasonably satisfactory to BNYMCM, executed by the Chief Executive Officer, the President, any Executive or Senior Vice President or the Chief Financial Officer of the Company, to the effect that all conditions precedent to the delivery of such Issuance Notice shall have been satisfied as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the Issuance Notice).

Section 5.03 Suspension of Sales . The Company or BNYMCM may, upon notice to the other party in writing or by telephone (confirmed immediately by verifiable facsimile transmission), suspend any sale of Issuance Shares, and the Selling Period shall immediately terminate; provided, however, that such suspension and termination shall not affect or impair either party's obligations with respect to any Issuance Shares sold hereunder prior to the receipt of such notice. The Company agrees that no such notice shall be effective against BNYMCM unless it is made to one of the individuals named on Schedule 2 hereto, as such Schedule may be amended from time to time. BNYMCM agrees that no such notice

shall be effective against the Company unless it is made to one of the individuals named on Schedule 2 hereto, as such Schedule may be amended from time to time.

ARTICLE VI

INDEMNIFICATION AND CONTRIBUTION

Section 6.01 Indemnification by the Company . The Company agrees to indemnify, defend and hold harmless BNYMCM, its officers, directors, employees and agents, and each Person, if any, who controls BNYMCM within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person's respective officers, directors, employees and agents (collectively, the “Controlling Persons”), for, from and against any and all losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which BNYMCM, its officers, directors, employees and agents, and any such Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, in light of the circumstances in which they were made) not misleading, except insofar as the same are made in reliance upon and in conformity with information related to BNYMCM or its plan of distribution furnished in writing to the Company by BNYMCM expressly for use therein or (b) any breach or violation of Section 2.05 hereof, and the Company shall reimburse BNYMCM, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

Section 6.02 Indemnification by BNYMCM . BNYMCM agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person's respective officers, directors, employees and agents, for, from and against any losses, claims, damages or liabilities, and any action or proceeding in respect thereof, to which the Company, its officers, directors, employees or agents, any such controlling Person and any officer, director, employee or agent of such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as losses, claims, damages or liabilities (or action or proceeding in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any other prospectus relating to the Common Shares, or any amendment or supplement thereto, in light of the circumstances in 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 therein in reliance upon and in conformity with written information related to BNYMCM or its plan of distribution furnished to the Company by BNYMCM expressly for use therein, and BNYMCM shall reimburse the Company, its officers, directors, employees and agents, and any such controlling Person and any officer, director, employee or agent of such controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to defend against any such losses, claims, damages or liabilities, or actions or proceedings in respect thereof, as such expenses are incurred.

Section 6.03 Conduct of Indemnification Proceedings . Promptly after receipt by any Person (an “Indemnified Party”) of notice of any claim or the commencement of any action in respect of which indemnity may be sought pursuant to Section 6.01 or 6.02, the Indemnified Party shall, if a claim in respect thereof is to be made against the Person against whom such indemnity may be sought (an “Indemnifying Party”), notify the Indemnifying Party in writing of the claim or the commencement of such action. In the event an Indemnified Party shall fail to give such notice as provided in this Section 6.03 and the Indemnifying Party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, the indemnification provided for in Sections 6.01 or 6.02 shall be reduced to the extent of any actual prejudice resulting from such failure to so notify the Indemnifying Party; provided, that the failure to notify the Indemnifying Party shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under Section 6.01 or 6.02. If any such claim or action shall be brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party, but the fees and expenses of such counsel shall be for the account of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) such Indemnified Party reasonably concludes that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest with the Company, it being understood, however, that the Indemnifying Party shall not, in connection with any one such claim or action or separate but substantially similar or related claims or actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnified Parties or for fees and expenses that are not reasonable. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnification could have been sought hereunder by such Indemnified Party unless such settlement includes an unconditional release of each such Indemnified Party from all losses, claims, damages or liabilities arising out of such claim or proceeding and such settlement does not admit or constitute an admission of fault, guilt, failure to act or culpability on the part of any such Indemnified Party. Whether or not the defense of any claim or action is assumed by an Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its prior written consent, which consent will not be unreasonably withheld.

Section 6.04 Contribution . If for any reason the indemnification provided for in this Article VI is unavailable to the Indemnified Parties in respect of any losses, claims, damages or liabilities referred to herein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities as between the Company, on the one hand, and BNYMCM, on the other hand, in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and BNYMCM on the other hand from the offering of the Common Shares to which such losses, claims, damages or liabilities relate. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnifying Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of BNYMCM in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and by BNYMCM, on the other, shall be deemed to be in the same proportion

as the total net proceeds from the sale of Common Shares (before deducting expenses) received by the Company bear to the total commissions received by BNYMCM in respect thereof. The relative fault of the Company, on the one hand, and of BNYMCM, on the other hand, 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 relates to information supplied by the Company on one hand or by BNYMCM on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and BNYMCM agree that it would not be just and equitable if contribution pursuant to this Section 6.04 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable 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 Section 6.04, BNYMCM shall in no event be required to contribute any amount in excess of the commissions received by it under this Agreement. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6.04 each officer, director, employee and agent of BNYMCM, and each Controlling Person, shall have the same rights to contribution as BNYMCM, and each director of the Company, each officer of the Company who signed the Registration Statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. The obligations of the Company and BNYMCM under this Article VI shall be in addition to any liability that the Company and BNYMCM may otherwise have.

ARTICLE VII

TERMINATION

Section 7.01 Term . Subject to the provisions of this Article VII, the term of this Agreement shall run until the end of the Commitment Period.

Section 7.02 Termination by BNYMCM .

(a) BNYMCM may terminate the right of the Company to effect any Issuances under this Agreement upon one (1) Trading Day's notice if any of the following events shall occur:

(i) The Company or any Material Subsidiary shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for all or substantially all of its property or business; or such a receiver or trustee shall otherwise be appointed;

(ii) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any of its Material Subsidiaries;

(iii) The Company shall fail to maintain the listing of the Common Stock on the Principal Market; or

(iv) Since the Effective Date, there shall have occurred any event, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) BNYMCM shall have the right, by giving ten (10) days' notice as hereinafter specified, to terminate this Agreement, in BNYMCM's sole discretion, at any time.

Section 7.03 Termination by the Company . The Company shall have the right, by giving ten (10) days' notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. After delivery of such notice, the Company shall no longer have any right to deliver any Issuance Notices hereunder.

Section 7.04 Liability; Provisions that Survive Termination . If this Agreement is terminated pursuant to this Article VII, such termination shall be without liability of any party to any other party except as provided in Section 9.02 and for the Company's obligations in respect of all prior Issuance Notices, and provided further that in any case the provisions of Article VI, Article VIII and Article IX shall survive termination of this Agreement without limitation.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY

All representations and warranties of the Company herein or in certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of BNYMCM and its officers, directors, employees and agents and any Controlling Persons, (ii) delivery and acceptance of the Common Shares and payment therefor or (iii) any termination of this Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Press Releases and Disclosure . The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the Closing Date and may file with the Commission a Current Report on Form 8-K describing the material terms of the transactions contemplated hereby, and if such press release contains the name of or information regarding BNYMCM the Company shall give notice to BNYMCM describing the sum and substance of such press release prior to issuing such press release. No party hereto shall issue any press release or like public statement (other than in the case of the Company, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby not substantially similar to previously approved disclosure without the prior written approval of the other party hereto, except as may be necessary or appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties.

Section 9.02 Expenses . The Company covenants and agrees with BNYMCM that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Issuance Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to BNYMCM and the Principal Market; (ii) BNYMCM's reasonable documented out-of-pocket expenses, including the reasonable fees, disbursements and expenses of counsel for BNYMCM up to $120,000 (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in

Section 4.02 hereof and in connection with preparing any blue sky survey), in connection with this Agreement and the Registration Statement and ongoing services in connection with the transactions contemplated hereunder; (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for BNYMCM), and (ix) all other costs and expenses incident to the performance of the Company's obligations hereunder that are not otherwise specifically provided for in this Section.

Section 9.03 Notices . All notices, demands, requests, consents, approvals or other communications required or permitted to be given hereunder or that are given with respect to this Agreement shall be in writing and shall be personally served or deposited in the mail, registered or certified, return receipt requested, postage prepaid or delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice: (i) if to the Company to: IDACORP, Inc., 1221 W. Idaho Street, Boise, ID 83702-5627, Attention: Senior Vice President and General Counsel, Facsimile No.: 208-388-6910, with a copy (which shall not constitute notice) to: Perkins Coie LLP, 1201 Third Avenue, Suite 4800, Seattle, Washington 98101, Attention: Andrew Bor and Andrew B. Moore, Facsimile No.: 206-359-9649; and (ii) if to BNYMCM to: BNY Mellon Capital Markets, LLC, 32 Old Slip, 16th Floor, New York, NY 10286, Attention: Daniel C. de Menocal; Facsimile No.: 212-804-5057, with a copy (which shall not constitute notice) to: Sullivan & Cromwell LLP, 125 Broad Street, New York, New York, 10004, Attention: Robert E. Buckholz Jr., Esq., Facsimile No.: 212-558-3588. Except as set forth in Section 5.03, notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or confirmed facsimile. Notice otherwise sent as provided herein shall be deemed given on the third business day following the date mailed or on the next business day following delivery of such notice to a reputable air courier service for next day delivery.

Section 9.04 Entire Agreement . This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, with respect to the subject matter hereof.

Section 9.05 Amendment and Waiver . This Agreement may not be amended, modified, supplemented, restated or waived except by a writing executed by the party against which such amendment, modification, supplement, restatement or waiver is sought to be enforced. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts or of any preceding or succeeding obligations or acts.

Section 9.06 No Assignment; No Third Party Beneficiaries . This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by the Company or BNYMCM. Any purported assignment or delegation of rights, duties or obligations hereunder shall be void and of no effect. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and, to the extent provided in Article VI, the controlling persons, officers, directors, employees and agents referred to in Article VI. This Agreement is not intended to confer any rights or benefits on any Persons other than as set forth in Article VI or elsewhere in this Agreement.

Section 9.07 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

Section 9.08 Further Assurances . Each party hereto, upon the request of any other party hereto, shall do all such further acts and execute, acknowledge and deliver all such further instruments and documents as may be necessary or desirable to carry out the transactions contemplated by this Agreement.

Section 9.09 Titles and Headings . Titles, captions and headings of the sections of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement.

Section 9.10 Governing Law; Jurisdiction . THIS AGREEMENT SHALL BE GOVERNED BY, INTERPRETED UNDER AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF. Any action, suit or proceeding to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the Southern District of the State of New York or any New York state court located in the Borough of Manhattan, and the Company agrees to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) and each party waives (to the full extent permitted by law) any objection it may have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding has been brought in an inconvenient forum.

Section 9.11 Waiver of Jury Trial . The Company and BNYMCM each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.

Section 9.12 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission.

Section 9.13 Adjustments for Stock Splits, etc . The parties acknowledge and agree that share related numbers contained in this Agreement (including the minimum Floor Price) shall be equitably adjusted to reflect stock splits, stock dividends, reverse stock splits, combinations and similar events.

Section 9.14 No Fiduciary Duty . The Company acknowledges and agrees that BNYMCM is acting in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Common Shares contemplated hereby (including in connection with determining the terms of offering) and not as a financial advisor, trustee or fiduciary to, or as agent (except on the terms expressly set forth herein) of, the Company or any other person and will not claim that BNYMCM is acting in any such capacity in connection with the offering of the Common Shares contemplated hereby. Additionally, BNYMCM is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Common Shares contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and BNYMCM shall have no responsibility or liability to the Company with respect thereto. Any review by BNYMCM of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of BNYMCM and shall not be on behalf of the Company.

[ Signature page follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

IDACORP, INC.

By: /s/ Steven R. Keen

Name: Steven R. Keen

Title: Vice President - Finance and Treasurer

BNY MELLON CAPITAL MARKETS, LLC

By: /s/ Daniel C. de Menocal

Name: Daniel C. de Menocal

Title: Managing Director

Signature page to Sales Agency Agreement

EXHIBIT A

ISSUANCE NOTICE

[Date]

BNY Mellon Capital Markets, LLC

32 Old Slip, 16th Floor

New York, NY 10286

Fax: (212) 804-5057

Attn: Daniel C. de Menocal

Reference is made to the Sales Agency Agreement between IDACORP, Inc. (the “Company”) and BNY Mellon Capital Markets, LLC, dated July 12, 2013. The Company confirms that all conditions precedent to the delivery of this Issuance Notice are satisfied as of the date hereof.



Effective Date of Delivery of Issuance Notice (determined pursuant to Section 2.03(b)):	_________________
Number of Days in Selling Period:	_________________
First Date of Selling Period:	_________________
Last Date of Selling Period:	_________________
Settlement Date(s):	Third Trading Day after each sale
Issuance Amount:	_________________
Floor Price Limitation (adjustable by the Company during the Selling Period, but not less than $1.00); provided that no Common Shares shall be sold at a price less than 95% of the last price at which such Shares were traded on the NYSE prior to such sale:	$ per share

IDACORP, INC.

By: _____________________________

Name:

Title: [CEO, Chief Financial Officer, President or any Executive or Senior Vice President]

A-1

EXHIBIT B-1

FORM OF OPINION OF PERKINS COIE LLP

[Date]

BNY Mellon Capital Markets, LLC

32 Old Slip, 16th Floor

New York, New York 10286

Re: IDACORP, Inc. - Issuance from time to time of up to 3,000,000 Shares of Common Stock

Ladies and Gentlemen:

We are counsel to IDACORP, Inc., an Idaho corporation (the “ Company ”), and are delivering this opinion to you in connection with the registration statement on Form S-3, File No. 333-188768, filed by the Company on May 22, 2013 with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to an unspecified aggregate amount of its (i) common stock, without par value (the “ Common Stock ”) and (ii) debt securities, which registration statement became effective automatically upon filing pursuant to Rule 462(e) under the Securities Act (such registration statement, as of its most recent Effective Date, including the documents incorporated by reference therein as of such date being hereinafter referred to as the “ Registration Statement ”). The prospectus, dated May 22, 2013, included in the Registration Statement (the “ Base Prospectus ”) has been supplemented by a prospectus supplement, dated July 12, 2013 (the “ Prospectus Supplement ”; the Base Prospectus and the Prospectus Supplement, including the documents incorporated by reference therein as of the date hereof, being referred to as the “ Prospectus ”), relating to the issuance and sale, pursuant to the Sales Agency Agreement, dated July 12, 2013 (the “ Sales Agency Agreement ”), between the Company and BNY Mellon Capital Markets, LLC, from time to time of up to 3,000,000 shares of Common Stock (the “ Shares ”). This letter is being furnished to you pursuant to Section 2.02(iii) of the Sales Agency Agreement.

Terms not otherwise defined herein shall have the meanings given to them in the Sales 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, information and certificates or comparable documents of or from public officials and officers and representatives of the Company (including, without limitation, the General Counsel of the Company) and of 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 and confirmations hereinafter set forth. In such examination, and in connection with our review of all such documents, including the Sales Agency Agreement, 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.

B-1-1

We have also relied, without investigation, on the following assumptions, in addition to those set forth elsewhere in this letter:

A-1 All individuals have sufficient legal capacity to perform their functions with respect to the Sales Agency Agreement and the transactions contemplated thereby (the " Transaction ").

A-2 As to maters of fact material to our opinions expressed herein, that the representations of the parties in the Sales Agency Agreement are true and correct.

A-3 With respect to the opinion expressed in B-9 below:


(i)	Disclosure in the Registration Statement and the Prospectus regarding the business activities in which the Company is engaged is accurate, and the Company will not, as a result of the Transaction, discontinue its current business activities;


(ii)	To the extent that the Company uses any net proceeds of the Transaction to fund acquisitions, such acquisitions are complementary to the Company's current business activities and are accomplished so as to avoid being characterized as "investment securities" under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”);


(iii)	The Company's public representations of its primary business have been and will continue to be consistent with the disclosures set forth in the Registration Statement and the Prospectus; and

(iv)

The activities of the Company's officers and directors will continue to be directed principally toward, and the amount of expenses that the Company incurs for investment advisory and management activities, investment research and selection and supervisory and custodial fees will remain insignificant as compared to the Company's expenses devoted to, the Company's primary business as identified in the Registration Statement and the Prospectus.

Whenever a statement herein is qualified by the phrase "to our knowledge," or by any other phrase of similar import, or where it is noted that nothing has been brought to our attention, it means that the opinion or confirmation stated is based solely upon the conscious awareness of such information by (a) the attorney who signs this opinion letter on behalf of Perkins Coie LLP, (b) any attorney at Perkins Coie LLP who has been actively involved in negotiating or preparing the Sales Agency Agreement or preparing this opinion letter, and (c) solely as to information relevant to a particular opinion issue or confirmation regarding a particular factual matter (e.g., pending or threatened legal proceedings), any attorney at Perkins Coie LLP who is responsible for or has been involved in providing the response concerning that particular opinion issue or confirmation. We have not undertaken, nor were we obligated or expected to undertake, an independent investigation to determine the accuracy of the facts or other information as to which our knowledge is sought, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company.

B. Opinions

Based upon the foregoing, and subject to the qualifications and exclusions stated below, we express the following opinions:

B-1 The Company has been duly incorporated and 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 or lease its properties and conduct its business in all material respects as described in the Registration Statement and

B-1-2

the Prospectus. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect.

B-2 Idaho Power Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Idaho.

B-3 All of the outstanding shares of Common Stock of the Company as of the end of the Company's most recently completed fiscal quarter prior to the date hereof have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of Common Stock of the Company were issued in violation of any preemptive or other similar rights of any security holder of the Company pursuant to the Company's Articles of Incorporation, as amended, the Amended Bylaws of the Company or applicable law; all of the outstanding shares of capital stock of Idaho Power Company have been duly authorized and validly issued and are fully paid and non-assessable.

B-4 The Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered against payment therefor as provided in the Sales Agency Agreement, will be validly issued, fully paid and nonassessable, and will not be subject to any preemptive or similar rights pursuant to the Company's Articles of Incorporation, as amended, the Amended Bylaws of the Company or applicable law.

B-5 The Shares conform in all material respects to the description thereof contained in the Prospectus under the caption “Description of Common Stock.”

B-6 The Company has duly authorized, executed and delivered the Sales Agency Agreement.

B-7 The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Sales Agency Agreement will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the imposition of a lien or security interest upon any property or assets used in the conduct of the business of the Company or Idaho Power Company, pursuant to any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to the Registration Statement or to any documents incorporated by reference therein (a " Material Contract "), (b) result in any violation of the provisions of the Articles of Incorporation, as amended, or the Amended Bylaws of the Company or the Articles of Incorporation, as amended, or the Amended Bylaws of Idaho Power Company or (c) result in any violation of any of the laws we examined in rendering the opinions expressed herein and that in our experience are typically applicable to agreements similar to the Sales Agency Agreement and transactions similar to the Transaction, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or Idaho Power Company of which we are aware, except in each case for conflicts, breaches, violations, defaults, liens or security interests which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

B-8 No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the performance by the Company of its obligations under the Sales Agency Agreement, except such as have been obtained under the Securities Act and such as may be required under state securities or blue sky laws, as to which we express no opinion, and except in any case where the failure to obtain such consent, approval, authorization, order, registration or qualification would not reasonably be expected to have a Material Adverse Effect.

B-1-3

B-9 The Company is not, and immediately after giving effect to the offering and sale of the Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

B-10 Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement and the Prospectus, as of the Effective Date, the Registration Statement, and, as of the date of the Prospectus Supplement, the Prospectus (except for the financial statements 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, as to which we express no opinion), appeared on their face to comply as to form in all material respects with the applicable requirements of the Securities Act and the applicable instructions, rules and regulations of the Commission thereunder.

B-11 Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Prospectus, each document filed pursuant to the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and incorporated by reference in the Prospectus, as amended or supplemented as of the date of the Prospectus Supplement (except for the financial statements 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, as to which we express no opinion), as of its filing date, appeared on its face to comply as to form in all material respects with the applicable requirements of the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder.

C. Confirmation

To our knowledge, there are no legal or governmental proceedings pending or threatened, to which the Company or any of its Subsidiaries is a party or to which any property of the Company or any of its Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described. In making the foregoing statements, we note that we have not conducted a docket search in any jurisdiction with respect to any legal or governmental proceedings that may be pending against the Company or any of its Subsidiaries or any of their respective officers or directors.

D. Exclusions and Qualifications

The opinions expressed above are subject to the following exclusions and qualifications:

D-1 The opinions expressed herein are subject to bankruptcy, insolvency and other similar laws affecting the rights and remedies of creditors generally and general principles of equity.

D-2 Except to the extent expressly noted to the contrary in this opinion letter, we express no opinion as to the effect, if any, that one or more of the following matters may have on the opinions expressed herein:

(i)

except to the extent expressly noted to the contrary in paragraphs B-8 through B-11, federal securities laws and regulations administered by the Commission and state "blue sky" laws and regulations, in each case including any anti-fraud provisions, rules and regulations of the Financial Industry Regulatory Authority, Inc. and laws and regulations relating to commodity (and other) futures and indices and other similar instruments;

B-1-4

(ii)

federal and state laws and regulations dealing with (a) antitrust and unfair competition; (b) filing and notice requirements (e.g., Hart-Scott-Rodino), other than requirements applicable to charter-related documents such as a certificate of merger; (c) environmental matters; (d) land use and subdivisions; (e) tax; (f) patents, copyrights, trademarks and intellectual property; (g) racketeering; (h) health and safety; (i) labor and employment; (j) national and local emergencies; (k) possible judicial deference to acts of sovereign states; (l) criminal and civil forfeiture; and (m) statutes of general application to the extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes);


(iii)	Federal Reserve Board margin regulations;


(iv)	compliance with fiduciary duty requirements;


(v)	the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, cities, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and judicial decisions to the extent that they deal with any of the foregoing;


(vi)	fraudulent transfer and fraudulent conveyance laws;


(vii)	pension and employee benefit laws and regulations;


(viii)	the Company's title to or the condition of title of any property; and


(ix)	the creation, attachment, perfection, priority or enforcement of liens or encumbrances.

D-3 With respect to our opinion in B-7 above, we express no opinion as to any violation of any Material Contract or arising from any cross-default provision insofar as it relates to a default under an agreement that is not a Material Contract or arising under a covenant of a financial or numerical nature or requiring computation or provisions therein relating to the occurrence of a "material adverse event" or words of similar import.

D-4 In giving the opinions expressed in B-1 above that the Company has been duly incorporated and is validly existing and is in good standing under the laws of the State of Idaho, and in giving the opinion expressed in B-2 above that Idaho Power has been duly incorporated and is validly existing and is in good standing under the laws of the State of Idaho, we have relied solely on certificates to that effect issued by government agencies.

For purposes of expressing the opinions herein, (i) we have examined the laws of the states of New York and Idaho, and to the extent applicable, the federal laws of the United States of America and (ii) our opinions are limited to such laws. We have not reviewed, nor are our opinions in any way predicated on an examination of, the laws of any other jurisdiction, and we expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.

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.

B-1-5

This opinion letter is rendered only to you in connection with the Transaction and is solely for your benefit. Except as noted below, this opinion letter may not be used or relied on for any other purpose or by any other person without our prior written consent. This opinion letter may be relied upon by Sullivan & Cromwell LLP as to all matters of the law of the State of Idaho in connection with the issuance by such firm of any written opinion required to be delivered by such firm pursuant to the Sales Agency Agreement. You may refer to and produce a copy of this opinion letter in connection with the assertion of a defense as to which this opinion letter is relevant.

Very truly yours,

B-1-6

EXHIBIT B-2

FORM OF NEGATIVE ASSURANCE LETTER OF PERKINS COIE LLP

[Date]

BNY Mellon Capital Markets, LLC

32 Old Slip, 16th Floor

New York, New York 10286

Re: IDACORP, Inc. - Issuance from time to time of up to 3,000,000 Shares of Common Stock

Ladies and Gentlemen:

Terms not otherwise defined herein shall have the meanings given to them in the Sales Agency Agreement.

In the course of the preparation by the Company of the Registration Statement and the Prospectus, we have had 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 or the documents incorporated by reference in the Registration Statement or Prospectus, nothing has come to our attention, including, without limitation, with respect to the outstanding capitalization of the company, that has caused us to believe that (i) the Registration Statement, as of its most recent Effective Date, 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) the Prospectus, as amended or supplemented as of the date and time of delivery of this letter, 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. We express no view as to the financial statements and financial schedules and other financial or accounting data contained or incorporated by reference in the Registration Statement or the Prospectus, or as to the report of management's assessment of the effectiveness of internal control over financial reporting or the auditor's

B-2-1

report on the effectiveness of the Company's internal control over financial reporting incorporated by reference therein or as to the Statement of Eligibility of the Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, or as to the statements contained in the Prospectus under the caption “Book-Entry System.”

This letter is being rendered to you and is solely for your benefit in connection with the transactions contemplated by the Sales Agency Agreement. This letter may not be used or relied upon for any other purpose or by any other person or entity, without our express written consent.

Very truly yours,

B-2-2

SCHEDULE 1

BNYMCM

Name : Telephone Number :

Daniel C. de Menocal (212) 804-5094

Harry Skirlis (212) 804-2380

Wells Fargo Bank, National Association

Name : Telephone Number :

Suzanne M. Swits (651) 450-4120

IDACORP, Inc.

Name : Telephone Number :

Colette Shepard (208) 388-2564

Barbara Smith (208) 388-2634

SCHEDULE 2

BNYMCM

Daniel C. de Menocal

Telephone: (212) 804-5094

Facsimile: (212) 804-5057

Address: 32 Old Slip, 16th Floor, New York, New York 10286

IDACORP, Inc.

J. LaMont Keen

Darrel T. Anderson

Rex Blackburn

Steven R. Keen

Lawrence F. Spencer

Telephone: (208) 388-2200

Facsimile: (208) 388-6184

Address: 1221 West Idaho Street, Boise, Idaho 83702

Exhibit 1.2

SELLING AGENCY AGREEMENT



July 12, 2013

BNY Mellon Capital Markets, LLC 32 Old Slip, 16th Floor New York, NY 10286	Mitsubishi UFJ Securities (USA), Inc. 1633 Broadway, 29th Floor New York, NY 10019

J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179	RBC Capital Markets, LLC Three World Financial Center 200 Vesey Street New York, NY 10281

KeyBanc Capital Markets Inc. 127 Public Square Cleveland, OH 44114-1306	U.S. Bancorp Investments, Inc. 214 North Tryon Street, 26th Floor EX_NC-WSTC Charlotte, NC 28202

Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036	Wells Fargo Securities, LLC 550 South Tryon Street, 5 ^th Floor Charlotte, 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 $500,000,000 aggregate principal amount of its First Mortgage Bonds, Secured Medium-Term Notes, Series J, Due from Nine Months to Thirty 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 ”) and R.G. Page (Stanley Burg, successor individual trustee), as trustees, as supplemented and amended by all indentures supplemental thereto including the Forty-seventh Supplemental Indenture relating to the Notes dated as of July 1, 2013 (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.

(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. 333-188768-01), 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 22, 2013 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 Statements of Eligibility of the Trustees (Forms T-1 and T-2), 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 such orders as have been issued by the Idaho Public Utilities Commission (which grants authority to sell the Notes through April 9, 2015), the Public Utility Commission of Oregon and the Public Service Commission of Wyoming and are in full force and effect, and such as have been, or will have been prior to any Closing Date, obtained under the Act and the Trust Indenture Act and 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 was effective as of December 31, 2012 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, 2013.

(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.

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.

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.

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 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 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 any sale of Notes hereunder, then during the period of any such suspension or suspensions the Company shall be relieved of its obligation to provide to the Agents the 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 sale of Notes hereunder, 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.

(b) 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 Rex Blackburn, Esq., General Counsel for the Company or Brian Buckham, Esq., Senior 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) 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 Rex Blackburn, Esq., General Counsel for the Company, or Brian Buckham, Esq., Senior Counsel for the Company, as the case may be, as to all matters of Idaho, Montana, Nevada, Oregon 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 or 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) 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) 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.

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.

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 letter of the independent registered public accounting firm for the Company, dated as of the Closing Date, 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.

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 Trustees on Forms T-1 and T-2, 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 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 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 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.

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.




	Very truly yours,

	IDAHO POWER COMPANY

	By:	/s/ Darrel T. Anderson
		Darrel T. Anderson
		President and Chief Financial Officer

[ Signatures of Agents/Purchasers Follow ]

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



BNY MELLON CAPITAL MARKETS, LLC By: /s/ Dan Klinger Name: Dan Klinger Title: MD	MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Richard Testa Name: Richard Testa Title: Managing Director

J.P. MORGAN SECURITIES LLC By: /s/ Stephen L. Sheiner Name: Stephen L. Sheiner Title: Exective Director	RBC CAPITAL MARKETS, LLC By: /s/ Scott G. Primrose Name: Scott G. Primrose Title: Authorized Signatory

KEYBANC CAPITAL MARKETS INC. By: /s/ Ryan Pirnat Name: Ryan Pirnat Title: Managing Director	U.S. BANCORP INVESTMENTS, INC. By: /s/ Brent Kreissl Name: Brent Kreissl Title: Vice President

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ David E. Mikula Name: David E. Mikula Title: Managing Director	WELLS FARGO SECURITIES, LLC By: /s/ Carolyn Hurley Name: Carolyn Hurley Title: Director

Signature page to Selling Agency Agreement

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
9	months to less than 1 year	0.125%
1	year to less than 1.5 years	0.125%
1.5	years to less than 2 years	0.150%
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 6 years	0.500%
6	years to less than 7 years	0.550%
7	years to less than 10 years	0.600%
10	years to less than 15 years	0.625%
15	years to less than 20 years	0.675%
20	years to less than 35 years	0.750%

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:



Notices to	BNY Mellon Capital Markets, LLC shall be directed to it at 32 Old Slip, 16 ^th Floor, New York, NY 10286

Attention of	Dan Klinger
	Tel:	(212) 804-5093
	Fax:	(212) 635-8525

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

Attention of	High Grade Syndicate Desk
	Tel:	(212) 834-4533
	Fax:	(212) 834-6081

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

Attention of	High Grade Syndicate
	Tel:	(216) 689-3567
	Fax:	(216) 689-0950

Notices to	Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be directed to it at One Bryant Park New York, NY 10036

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Attention of	High Grade Transaction Management/Legal
	Fax:	(646) 855-5958

Notices to	Mitsubishi UFJ Securities (USA), Inc. shall be directed to it at 1633 Broadway, 29th Floor, New York, NY 10019

Attention of	Capital Markets Group
	Tel:	(212) 405-7440
	Fax:	(646) 434-3455

Notices to	RBC Capital Markets Corporation shall be directed to it at Three World Financial Center, 200 Vesey Street, New York, NY 10281

Attention of	Joseph Higgins
	Tel:	212-858-7321
	Fax:	212-703-2298

Notices 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	Mark Ledford
	Tel:	(877) 245-8450
	Fax:	(877) 219-0502

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

Attention of	Transaction Management
	Fax:	(704) 410-0326

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EXHIBIT A

IDAHO POWER COMPANY

First Mortgage Bonds,

Secured Medium-Term Notes, Series J, Administrative Procedures

Book-Entry Form

The First Mortgage Bonds, Secured Medium-Term Notes, Series J, Due from Nine Months to Thirty Years from Date of Issue (the “ Notes ”) of Idaho Power Company (the “ Company ”) are to be offered on a continuing basis. BNY Mellon Capital Markets, LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets Corporation, 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 ”) and R.G. Page (Stanley Burg, successor individual trustee), as trustees, as supplemented, pursuant to the Forty-seventh Supplemental Indenture dated as of July 1, 2013 (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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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, a Bring-Down Letter of Representations from the Company and Deutsche Bank to DTC dated July 12, 2013 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 $500,000,000 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 from such consolidation, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Securities, regardless of the date of authentication of such resulting Global Security. No Global Security will represent any securities in certificated form.

Identification Numbers:	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 or 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, or 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 or more indirect participants in DTC designated by such owner) will designate one or more participants 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

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	instructions provided by such Participants, a credit balance with respect to such beneficial owner in such 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 Notes 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 at 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 procedures, be cancelled and not immediately reassigned.

Maturities:	Each Book-Entry Note will mature on a date not less than nine (9) months nor more than thirty (30) 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 payable to the Person to whom the principal of such Note is payable. Standard & Poor's Corporation will use the information received in

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	the pending deposit message described under Settlement Procedure “C” below in order to include the amount of any interest payable 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 set 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; provided 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 Interest:	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 of Payment .”
	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 paid 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, together 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 of 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 after payment 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 of Outstanding Global Securities as of the immediately

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	preceding Business Day.

	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 by 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 for 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 at Maturity), interest payments shall be made to DTC, in funds available for immediate use by DTC, in accordance with existing arrangements between Deutsche Bank and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures 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. Neither the Company nor Deutsche Bank shall have any direct responsibility or liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes.

	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 for 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 Note on such date.

	Trustee Notice to DTC Regarding Company's Exercise of Optional Redemption . After 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-Entry 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,

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	plus interest accrued to such redemption date, for all the Book-Entry Notes or portions 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 posted 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 promptly by telephone or other appropriate means of all orders to purchase Book-Entry Notes 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 at 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 without 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 be 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

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	orders. The Company will have the sole responsibility for such decision and for any 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 promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company will arrange to have any such amendment or supplement to the Registration Statement, the Prospectus or any Issuer 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 or 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) or Rule 433(d) under the Act.

Procedures For Rate Change s:	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 purchaser (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 purchaser, 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 set 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

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	through any Agent, as agent, shall be as follows:

	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. Net 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 of 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 by 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 $500,000,000 (except for Book-Entry Notes represented by Global Securities authenticated and delivered in exchange for or in lieu of Global Securities pursuant to the Indenture).

A-8



	C. Deutsche Bank will enter a pending deposit message through DTC's Participant Terminal System providing the following settlement information to DTC (which 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 interest payable 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 at DTC.

	G. Deutsche Bank will enter an SDFS deliver order through DTC's Participant 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 account and credit Deutsche Bank's settlement account for an amount equal to the price of 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 and DTC.

	H. The Presenting Agent will enter an SDFS deliver order through DTC's Participant 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 participant accounts of the Participants with respect to such Book-Entry Note and (ii) to debit the settlement accounts of such Participants and credit the settlement 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

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	Procedures “G” and “H” will be settled in accordance with SDFS operating procedures in effect on the settlement date.
	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 for 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 Bank.

	K. The Presenting Agent will confirm the purchase of such Book-Entry Note to the purchaser either by transmitting to the Participants with respect to such Book-Entry Note a confirmation order or orders through DTC's institutional delivery system or by 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	Noon 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-K	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 pursuant 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

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	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-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 Global 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 Notes 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 Participant Terminal System reversing the orders entered pursuant to Settlement Procedures “H” and “G”, respectively. The Presenting Agent will notify the Company by telephone of such failure. Thereafter, Deutsche Bank will deliver the withdrawal message and take the related actions described in the preceding paragraph.

	Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, 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 provide, in accordance with Settlement Procedure “E”, for the authentication and issuance of a Global Security representing the other Book-Entry Notes to have been represented by such Global Security and will make appropriate entries in its records.

Deutsche Bank Not to	Nothing 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 purchaser, 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 that 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 or Deutsche Bank on any Book-Entry Note.

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.

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Periodic Statements from Deutsche Bank :	Periodically, Deutsche Bank will send to the Company a statement setting forth the principal 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.

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EXHIBIT B

Idaho Power Company

First Mortgage Bonds,

Secured Medium Term Notes, Series J

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 July 12, 2013, between each of BNY Mellon Capital Markets, LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets Corporation, 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:



Name			Principal Amount of Notes

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-1




Discount or Commission:	%	of Principal Amount


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.

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		[Purchaser]

		By:
			Name: Title:

Accepted: IDAHO POWER COMPANY


By:
	Name:
	Title:

B-3

ANNEX I

Documents included in the Pricing Disclosure Package




1.	Prospectus, dated May 22, 2013, for Idaho Power Company First Mortgage Bonds and Debt Securities.

2.	Prospectus Supplement, dated July 12, 2013, for First Mortgage Bonds, Secured Medium-Term Notes, Series J, 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-4

ANNEX II

Form of Final Term Sheet

[Form to be attached]

B-5

EXHIBIT C

Pursuant to Section 5(e) of the Selling Agency Agreement, the independent registered public accounting firm for the Company shall furnish a letter to the Agents 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;

(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, 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 or decreases which the Prospectus discloses have occurred or may occur, for declarations of dividends, or 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 any increases in any items specified by the Agents, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Agents, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur, for

C-1

declarations of dividends, or 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 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 in documents incorporated by reference in the Prospectus specified by the Agents, 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 delivered at the Closing Date for such Notes.

C-2

EXHIBIT D-1

[•], 201[•]

The Addressees listed on Exhibit A

[as the purchasers (the “ Purchasers ”)

named in the Terms Agreement, dated

[ l ], between Idaho Power Company

and the Purchasers (the “ Terms Agreement ”)]

Re: $500,000,000 Principal Amount of First Mortgage Bonds, Secured Medium-Term

Notes, Series J, 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 July 12, 2013 (the “ Agency Agreement ”), between the Company and each of you, of up to $500,000,000 in aggregate principal amount of the Company's First Mortgage Bonds, Secured Medium-Term Notes, Series J (the “ Notes ”), 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 “ Corporate Trustee ”) and R.G. Page, as Trustees (Stanley Burg, successor individual trustee) (together, the “ Trustees ”), as supplemented by all indentures supplemental thereto, including the Forty-seventh Supplemental Indenture, dated as of July 1, 2013, between the Company and the Trustees (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. 333-188768-01) 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 22, 2013 (the “ Registration Statement ”); (3) the prospectus relating to the securities of the Company, dated May 22, 2013 (the “ Base Prospectus ”), as supplemented by a prospectus supplement relating to the Notes, dated July 12, 2013 (the “ Prospectus Supplement ”) [and Pricing Supplement No. [ l ], dated [ l ] (the “ Pricing Supplement ”)], in each case including the documents incorporated by reference therein (the Base Prospectus, as so supplemented, being hereinafter referred to as the “ Prospectus ”); (4) the Agency Agreement[;] [and] (5) the Bond Application, dated July 12, 2013, for authentication and delivery of the [Notes][notes] in an aggregate principal amount not to exceed $500,000,000 (the “ Bond Application ”)[; (6) the final term sheet, dated [ l ], 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

D-1-1

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 Corporate 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 Trustees.

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 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

D-1-2

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 Statement of Eligibility of the Trustees on Forms T-1 and T-2 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 April 9, 2015]; 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 “[ l ],”] 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.

The opinions expressed in paragraph 5 above, with respect to the effectiveness of the Registration Statement and the absence of any stop orders suspending such effectiveness, are based solely on electronic confirmation from the Commission of the filing of the Registration Statement on the

D-1-3

Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system and on oral confirmation from the staff of the Commission on the date hereof, respectively.

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 or Wyoming, or upon questions of the recording of, or the validity or priority of the lien of, the Mortgage.

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 [Rex Blackburn] [Brian Buckham] as to matters of New York law to the same extent as if it were addressed to him.

Very truly yours,

D-1-4

EXHIBIT D-2

[ l ], 201[ l ]

The Addressees listed on Exhibit A

[as the purchasers (the “ Purchasers ”)

named in the Terms Agreement, dated

[ l ], between Idaho Power Company

and the Purchasers (the “ Terms Agreement ”)]

Re: $500,000,000 Principal Amount of First Mortgage Bonds, Secured Medium-Term

Notes, Series J, 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 July 12, 2013 (the “ Agency Agreement ”), between the Company and each of you, of up to $500,000,000 in aggregate principal amount of the Company's First Mortgage Bonds, Secured Medium-Term Notes, Series J (the “ Notes ”), 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) and R.G. Page, as Trustees (Stanley Burg, successor individual trustee) (the “ Trustees ”), as supplemented by all indentures supplemental thereto, including the Forty-seventh Supplemental Indenture, dated as of July 1, 2013, between the Company and the Trustees, 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. 333-188768-01) 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 22, 2013 (the “ Registration Statement ”); (2) the prospectus relating to the securities of the Company, dated May 22, 2013 (the “ Base Prospectus ”), as supplemented by a prospectus supplement relating to the Notes, dated July 12, 2013 (the “ Prospectus Supplement ”) [and Pricing Supplement No. [ l ], dated [ l ] (the “ Pricing Supplement ”)], in each case including the documents incorporated by reference therein (the Base Prospectus, as so supplemented, being hereinafter referred to as the “ Prospectus ”)[;] [and] (3) the Agency Agreement[; (4) the final term sheet, dated [ l ], 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. 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] 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 [ l ] Eastern [Daylight] Time on [ l ] (which you have informed us is at or prior to the time of the first sale of the Notes), the

D-2-1

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 ”), 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 Statement of Eligibility of the Trustees on Forms T-1 and T-2 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,

D-2-2

EXHIBIT E



	[•], 201[•]

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:	$500,000,000 Principal Amount of First Mortgage Bonds, Secured Medium-Term Notes, Series J, of Idaho Power Company

Ladies and Gentlemen:

In connection with the issuance and sale, pursuant to the Selling Agency Agreement, dated July 12, 2013 (the “ Agency Agreement ”), between Idaho Power Company, an Idaho corporation (the “ Company ”), and each of you, of up to $500,000,000 in aggregate principal amount of the Company's First Mortgage Bonds, Secured Medium-Term Notes, Series J (the “ Notes ”), 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 “ Corporate Trustee ”) and R.G. Page, as Trustees (Stanley Burg, successor individual trustee) (together, the “ Trustees ”), as supplemented by all indentures supplemental thereto, including the Forty-seventh Supplemental Indenture, dated as of July 1, 2013, between the Company and the Trustees (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 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. 333-188768-01) 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 22, 2013 (the “ Registration Statement ); (3) the prospectus relating to the securities of the Company, dated May 22, 2013 (the “ Base Prospectus ”), as supplemented by a prospectus supplement relating to the Notes, dated July 12, 2013 (the “ Prospectus Supplement ”) [and Pricing Supplement No. [•], dated [•] (the “ Pricing Supplement ”)], in each case including the documents incorporated by reference therein (the Base Prospectus, as so supplemented, being hereinafter referred to as the “ Prospectus ”); (4) the Agency Agreement[;] [and] (5) the Bond Application, dated July 12, 2013, for authentication and delivery of the [Notes] [notes] in an aggregate principal amount not to exceed $500,000,000 (the “ Bond Application ”)[; (6) 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 (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 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

E-1

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 Corporate 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 Trustees.

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 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

E-2

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 April 9, 2015]; 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 caption “[•],”] insofar as they purport to summarize certain provisions of the documents referred to 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 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 [, (ii) as of [ l ] Eastern [Daylight] Time on [ l ] (which you have informed us is at or prior to the time of the first sale of

E-3

the Notes), 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 ”), 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. 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 Statement of Eligibility of the Trustees on Forms T-1 and T-2 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 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,


	[Rex Blackburn] [Brian Buckham]

E-4

Exhibit 4.1

Executed in

75 Counterparts

of which this is

Counterpart No. __

IDAHO POWER COMPANY

DEUTSCHE BANK TRUST COMPANY AMERICAS

AND

STANLEY BURG,

As Trustees under its Mortgage and Deed of Trust

dated as of October 1, 1937.

_______________

Forty-seventh Supplemental Indenture

providing among other things for Bonds of MTN Series J

Dated as of July 1, 2013

TABLE OF CONTENTS ¹



		Page

Parties and Recitals		1
Granting Clause and Property Description		5

ARTICLE I Description of Bonds of MTN Series J

Section 1. General terms and redemption provisions		7
Section 2. Exchange and transfers of Bonds		9
Section 3. Form of Bonds		9
Section 4. Temporary Bonds		9

ARTICLE II Issue of Bonds of MTN Series J

Section 5. Issue of Bonds		9

ARTICLE III Covenants

Section 6. Application of Original Indenture		10
Section 7. Lawful ownership		10
Section 8. Annual certificate as to defaults		10

ARTICLE IV The Trustees

Acceptance of trust		10
Recitals deemed made by the Company		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		11
Counterparts		11
Signatures and seals		12
Acknowledgments		14
Affidavits		17

____________________

¹ This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture.

-i-

SUPPLEMENTAL INDENTURE, dated as of the 1st day of July, 2013, made and entered into by and between IDAHO POWER COMPANY, a corporation of the State of Idaho (successor by merger to Idaho Power Company, a corporation of the State of Maine, hereinafter sometimes called the “Maine Company”), whose address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter sometimes called the “Company”), party of the first part, and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a corporation of the State of New York whose post office address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the “Corporate Trustee”), and Stanley Burg (hereinafter sometimes called the “Individual Trustee”), parties of the second part (the Corporate Trustee and the Individual Trustee being hereinafter together sometimes called the “Trustees”), as Trustees under the Mortgage and Deed of Trust dated as of October 1, 1937 hereinafter referred to.

WHEREAS, the Maine Company has heretofore executed and delivered to the Trustees its Mortgage and Deed of Trust (hereinafter sometimes referred to as the “Original Indenture”), dated as of October 1, 1937, to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding thereunder and to declare the terms and conditions upon which Bonds are to be issued thereunder; and

WHEREAS, the Maine Company was merged into the Company on June 30, 1989; and

WHEREAS, in order to evidence the succession of the Company to the Maine Company and the assumption by the Company of the covenants and conditions of the Maine Company in the Bonds and in the Original Indenture, as supplemented, contained, and to enable the Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with the terms thereof, the Company executed and delivered to the Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989 (which supplemental indenture is hereinafter sometimes called the “Twenty-eighth Supplemental Indenture”); and

WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming; and

WHEREAS, in accordance with the terms of the Original Indenture the Maine Company or the Company has executed and delivered to the Trustees the following supplemental indentures in addition to the Twenty-eighth Supplemental Indenture:



Designation		Dated as of
First Supplemental Indenture		July 1, 1939
Second Supplemental Indenture		November 15, 1943



Designation		Dated as of
Third Supplemental Indenture		February 1, 1947
Fourth Supplemental Indenture		May 1, 1948
Fifth Supplemental Indenture		November 1, 1949
Sixth Supplemental Indenture		October 1, 1951
Seventh Supplemental Indenture		January 1, 1957
Eighth Supplemental Indenture		July 15, 1957
Ninth Supplemental Indenture		November 15, 1957
Tenth Supplemental Indenture		April 1, 1958
Eleventh Supplemental Indenture		October 15, 1958
Twelfth Supplemental Indenture		May 15, 1959
Thirteenth Supplemental Indenture		November 15, 1960
Fourteenth Supplemental Indenture		November 1, 1961
Fifteenth Supplemental Indenture		September 15, 1964
Sixteenth Supplemental Indenture		April 1, 1966
Seventeenth Supplemental Indenture		October 1, 1966
Eighteenth Supplemental Indenture		September 1, 1972
Nineteenth Supplemental Indenture		January 15, 1974
Twentieth Supplemental Indenture		August 1, 1974
Twenty-first Supplemental Indenture		October 15, 1974
Twenty-second Supplemental Indenture		November 15, 1976
Twenty-third Supplemental Indenture		August 15, 1978
Twenty-fourth Supplemental Indenture		September 1, 1979
Twenty-fifth Supplemental Indenture		November 1, 1981
Twenty-sixth Supplemental Indenture		May 1, 1982
Twenty-seventh Supplemental Indenture		May 1, 1986
Twenty-ninth Supplemental Indenture		January 1, 1990
Thirtieth Supplemental Indenture		January 1, 1991
Thirty-first Supplemental Indenture		August 15, 1991
Thirty-second Supplemental Indenture		March 15, 1992
Thirty-third Supplemental Indenture		April 1, 1993
Thirty-fourth Supplemental Indenture		December 1, 1993
Thirty-fifth Supplemental Indenture		November 1, 2000
Thirty-sixth Supplemental Indenture		October 1, 2001
Thirty-seventh Supplemental Indenture		April 1, 2003
Thirty-eighth Supplemental Indenture		May 15, 2003
Thirty-ninth Supplemental Indenture		October 1, 2003
Fortieth Supplemental Indenture		May 1, 2005
Forty-first Supplemental Indenture		October 1, 2006
Forty-second Supplemental Indenture		May 1, 2007
Forty-third Supplemental Indenture		September 1, 2007
Forty-fourth Supplemental Indenture		April 1, 2008
Forty-fifth Supplemental Indenture		February 1, 2010
Forty-sixth Supplemental Indenture		June 1, 2010

-2-

each of which is supplemental to the Original Indenture (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and

WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth Supplemental Indenture) have each been recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming; and

WHEREAS, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the terms of the Indenture in the following series and aggregate principal amounts:



Series	Principal Amount Issued		Principal Amount Outstanding
3-3/4% Series due 1967	$	18,000,000	None
3-1/8% Series due 1973		18,000,000	None
2-3/4% Series due 1977		5,000,000	None
3% Series due 1978		10,000,000	None
2-3/4% Series due 1979		12,000,000	None
3-1/4% Series due 1981		15,000,000	None
4-1/2% Series due 1987		20,000,000	None
4-3/4% Series due 1987		15,000,000	None
4% Series due April 1988		10,000,000	None
4-1/2% Series due October 1988		15,000,000	None
5% Series due 1989		15,000,000	None
4-7/8% Series due 1990		15,000,000	None
4-1/2% Series due 1991		10,000,000	None
5-1/4% Series due 1996		20,000,000	None
6-1/8% Series due 1996		30,000,000	None
7-3/4% Series due 2002		30,000,000	None
8-3/8% Series due 2004		35,000,000	None
10% Series due 2004		50,000,000	None
8-1/2% Series due 2006		30,000,000	None
9% Series due 2008		60,000,000	None
10-1/4% Series due 2003		62,000,000	None
First Mortgage Bonds, 1984 Series		10,100,000	None
16.10% Series due 1991-1992		50,000,000	None
Pollution Control Series A		49,800,000	None
8.65% Series due 2000		80,000,000	None
9.50% Series due 2021		75,000,000	None

-3-




Series	Principal Amount Issued		Principal Amount Outstanding
9.52% Series due 2031	$	25,000,000		None
8% Series due 2004		50,000,000		None
8 3/4% Series due 2027		50,000,000		None
Secured Medium-Term Notes, Series A		190,000,000		None
Secured Medium-Term Notes, Series B		197,000,000		None
Secured Medium-Term Notes, Series C		200,000,000		None
Secured Medium-Term Notes, Series D		200,000,000		100,000,000
Secured Medium-Term Notes, Series E		245,000,000		245,000,000
Pollution Control Series B		49,800,000		49,800,000
Secured Medium-Term Notes, Series F		200,000,000		200,000,000
Pollution Control Series C		116,300,000		116,300,000
Secured Medium-Term Notes, Series G		100,000,000		100,000,000
Secured Medium-Term Notes, Series H		350,000,000		350,000,000
Secured Medium-Term Notes, Series I		500,000,000		500,000,000

which bonds are hereinafter sometimes called bonds of the First through Fortieth Series; and

WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Forty-seventh Supplemental Indenture for the purposes herein provided, including the issuance of a Forty-first Series of Bonds under the Indenture, in the aggregate principal amount of up to $500 Million Dollars ($500,000,000), to be designated as “First Mortgage Bonds, Secured Medium-Term Notes, Series J” (herein sometimes called the “Bonds of MTN Series J”); 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 and Forty-sixth Supplemental Indentures; and

WHEREAS, all things necessary to make said Bonds of MTN Series J, when duly authenticated by the Corporate Trustee and issued by the Company, valid and legally binding obligations of the Company and to make the Original Indenture, as heretofore supplemented and as supplemented hereby, a valid and legally binding instrument for the security thereof, have been performed, and the execution and delivery of this Forty-seventh Supplemental Indenture and the issue of said Bonds as in this Forty-seventh Supplemental Indenture provided have been in all respects duly authorized:

-4-

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of all the provisions of the Indenture and of said Bonds, the Company has duly executed and delivered to the Trustees this Forty-seventh Supplemental Indenture and has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees as aforesaid, and to their successor or successors in said trust, and to them and their successors, heirs and assigns forever, all property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of said Original Indenture by and now or hereafter owned by the Company including the following described properties, rights and interests in property (in addition to all other properties heretofore subjected to the lien of the Indenture and not heretofore released from the lien thereof)--that is to say:

PROPERTIES ACQUIRED OR CONSTRUCTED

GENERATING PLANTS

None

TRANSMISSION LINES & SYSTEMS

None

DISTRIBUTION LINES & SYSTEMS

None

SUBSTATIONS

None

FRANCHISES

None

-5-

ALL OTHER LANDS, IMPROVEMENTS, BUILDINGS AND OTHER SUBSTATIONS



Property	County, State	Grantor	Recording Date	Instrument No.
Landis Land	Elmore, Idaho	Timothy D. Landis and Melody F. Landis	7/14/2010	415242, 415425
Langley Gulch - Second Property	Payette, Idaho	Larry Lemons and Lorretta J. Lemons	11/24/2010	369,763
Tony Calzacorta Valley County	Valley, Idaho	Tony J. Calzacorta and Jane L. Calzacorta	11/30/2010	356,721
Zilog Substation	Canyon, Idaho	City of Nampa	1/27/1992	9,201,787
Boise Center West	Ada, Idaho	Bridger Street Limited Partnership	10/5/2011	111,080,525
Boise Operation Center	Ada, Idaho	One Irving Associates	6/14/2011	111,048,186
Justice Substation Land	Gooding, Idaho	Lynn J. Babington, Kathy L. Babington, Clifton E. Jensen, and Suzanne K. Jensen	7/26/2011	238,418
Montour Substation Land	Gem, Idaho	Rodney H. Herr and Marcia H. Herr	5/26/2011	282,494
Boise Center West Pipeline	Ada, Idaho	Hewlett Packard Company	3/19/2012	Bill of Sale - No Instrument
Justice Substation Additional Land	Gooding, Idaho	Lynn J. Babington, Kathy L. Babington, Clifton E. Jensen, and Suzanne K. Jensen	3/12/2012	240,505
Peterson Substation Expansion	Beaverhead, Montana	Wolfe Hereford Ranch	5/16/2012	276,676
Sawtooth Substation	Twin Falls, Idaho	William D. Hatfield and Cheryl A. Hatfield	12/13/2012	2,012,024,173
Agency Creek Substation	Lemhi, Idaho	Allan Probst and Karla Probst	1/29/2013	292,351
Albatros Warehouse	Ada, Idaho	Charles L. Matthiesen and Dawn F. Matthiesen	6/14/2013	113,066,308
High Mesa Substation	Twin Falls, Idaho	High Mesa Energy, LLC	4/8/2013	2013-007739

All other property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of said Original Indenture by and now or hereafter owned by the Company.

TOGETHER with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders, and (subject to the provisions of Section 57 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

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It is not intended herein or hereby to include in or subject to the lien of the Indenture, and the granting clauses hereof shall not be deemed to apply to, (1) any revenues, earnings, rents, issues, income or profits of the mortgaged and pledged property, or any bills, notes or accounts receivable, contracts or choses in action, except to the extent permitted by law in case a completed default specified in Section 65 of the Indenture shall have occurred and be continuing and either or both of the Trustees, or a receiver or trustee, shall have entered upon or taken possession of the mortgaged and pledged property, or (2) in any case, unless specifically subjected to the lien thereof, any bonds, notes, evidences of indebtedness, shares of stock, or other securities or any cash (except cash deposited with the Corporate Trustee pursuant to any provisions of the Indenture) or any goods, wares, merchandise, equipment or apparatus manufactured or acquired for the purpose of sale or resale in the usual course of business.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Individual Trustee and (to the extent of its legal capacity to hold the same for the purposes hereof) unto the Corporate Trustee, and their successors, heirs and assigns forever;

IN TRUST, NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisions and covenants as are set forth in the Original Indenture, as amended or modified by said First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third, Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth, Thirty-ninth, Fortieth, Forty-first, Forty-second, Forty-third, Forty-fourth, Forth-fifth, and Forty-sixth Supplemental Indentures and this Forty-seventh Supplemental Indenture.

And it is hereby covenanted, declared and decreed by and between the parties hereto, for the benefit of those who shall hold the Bonds and interest coupons, or any of them, issued and to be issued under the Indenture, as follows:

ARTICLE I

Description of Bonds of MTN Series J.

SECTION 1. The Forty-first Series of Bonds to be executed, authenticated and delivered under and secured by the Indenture shall be Secured Medium-Term Notes, Series J, designated as “First Mortgage Bonds, Secured Medium-Term Notes, Series J” of the Company. The Bonds of MTN Series J 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-sixth Supplemental Indentures or by this Forty-seventh Supplemental Indenture. Bonds of MTN Series J shall be issued from time to time in an aggregate principal amount not to exceed $500,000,000, 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 J shall mature on such date not less than nine months nor more than thirty years from date of issue, shall bear interest at such rate or rates (which may be either fixed or variable) and have such other 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 Corporate Trustee and a written order referring to this Forty-seventh

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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 J 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 Corporate Trustee referring to this Forty-seventh Supplemental Indenture and at maturity (each an interest payment date). Interest on Bonds of MTN Series J 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 Corporate Trustee referring to this Forty-seventh Supplemental Indenture.

Notwithstanding the foregoing, so long as there is no existing default in the payment of interest on the Bonds of MTN Series J, all Bonds of MTN Series J authenticated by the Corporate Trustee after the Record Date hereinafter specified for any interest payment date, and prior to such interest payment date (unless the date of first authentication of Bonds of such designated interest rate and maturity is after such Record Date), shall be dated the date of authentication, but shall bear interest from such interest payment date, and the person in whose name any Bond of MTN Series J 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 J, 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 J 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 J 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 J 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 Corporate Trustee referring to this Forty-seventh Supplemental Indenture, and for Bonds of MTN Series J 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 the Executive Committee and set forth in a resolution filed with the Corporate Trustee referring to this Forty-seventh 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 J of a designated interest rate and maturity shall mean the date of first authentication of Bonds of such designated interest rate and maturity unless a written order filed with the Corporate Trustee on or before such date shall specify another date from which interest shall accrue, in which case “Original Interest Accrual Date” shall mean such other date specified in the written order for Bonds of such designated interest rate and maturity.

The Bonds of MTN Series J, 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.

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The holders of the Bonds of MTN Series J 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 J 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 J may be redeemable at the option of the Company (including without limitation redemptions by the application of cash deposited with the Corporate Trustee pursuant to Section 39 of the Indenture) in whole at any time, or in 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 Corporate Trustee and a written order referring to this Forty-seventh Supplemental Indenture.

SECTION 2. At the option of the registered holder, any Bonds of MTN Series J, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, together with a written instrument of transfer (if so required by the Company or by the Trustees) in form approved by the Company duly executed by the registered holder or by the registered holder's duly authorized attorney, shall be exchangeable for a like aggregate principal amount and maturity of Bonds of MTN Series J of other authorized denominations. Bonds of MTN Series J 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 J 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 J 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 J so called or selected for redemption.

SECTION 3. The Bonds of MTN Series J 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 J in definitive form are ready for delivery, the Company may execute, and upon its request in writing, the Corporate Trustee shall authenticate and deliver, in lieu thereof, Bonds of MTN Series J in temporary form, as provided in Section 15 of the Original Indenture.

ARTICLE II

Issue of Bonds of MTN Series J.

SECTION 5. The Bonds of MTN Series J for the aggregate principal amount of up to Five Hundred Million Dollars ($500,000,000) may be executed by the Company and delivered to the

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Corporate Trustee and shall be authenticated by the Corporate Trustee and delivered to or upon the order or orders of the Company, evidenced by a writing or writings signed by the Company by its President or a Vice President and its Treasurer or an Assistant Treasurer, pursuant to and upon compliance with the provisions of Article V, Article VI or Article VII of the Indenture.

ARTICLE III

Covenants.

The Company hereby covenants, warrants and agrees:

SECTION 6. That all the terms, conditions, provisos, covenants and provisions contained in the Indenture shall affect and apply to the property hereinabove described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as trustees of said property, in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to the Individual Trustee and (to the extent of its legal capacity to hold the same for the purposes of the Indenture) the Corporate Trustee by the Original Indenture as a part of the property therein stated to be conveyed.

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 and Forty-sixth Supplemental Indentures and this Forty-seventh 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 J, free and clear of any mortgage, lien, charge or encumbrance thereon or affecting the title thereto (other than excepted encumbrances) prior to the lien of the Indenture, except as set forth in the granting clauses of the Indenture.

SECTION 8. That it will deliver to the Corporate Trustee annually, within ninety (90) days after the close of each fiscal year, commencing with the fiscal year 2013, a certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under the Indenture. For purposes of this Section 8, such compliance shall be determined without regard to any period of grace or requirement of notice provided under the Indenture.

ARTICLE IV

The Trustees.

The Trustees hereby accept the trust hereby declared and provided and agree to perform the same upon the terms and conditions in the Original Indenture, as heretofore supplemented and as supplemented

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by this Forty-seventh Supplemental Indenture, and in this Forty-seventh Supplemental Indenture set forth, and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-seventh 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 Forty-seventh Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.

In case any provision in this Forty-seventh 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 Trustees that this Forty-seventh 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 Trustees 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 Forty-seventh 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 Corporate Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Corporate Trustee. Accordingly, each of the parties hereto agrees to provide to the Corporate 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 Corporate Trustee to comply with such laws, rules, regulations and executive orders.

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 Forty-seventh 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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IN WITNESS WHEREOF, Idaho Power Company, party hereto of the first part, caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by its President or a Vice President and its corporate seal to be attested by its Secretary or an Assistant Secretary for and on its behalf, and Deutsche Bank Trust Company Americas, one of the parties hereto of the second part, in token of its acceptance of the trust hereby created has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by a Vice President and its corporate seal to be attested by an Associate and Stanley Burg, one of the parties hereto of the second part, has for all like purposes hereunto set his hand and affixed his seal, each on the date hereinafter acknowledged, as of the day and year first above written.




	IDAHO POWER COMPANY

	By	/s/ Darrel T. Anderson
		Darrel T. Anderson President and Chief Financial Officer

Attest:

/s/ Patrick A. Harrington
Patrick A. Harrington
Secretary

Executed, sealed and delivered by
IDAHO POWER COMPANY
in the presence of:

/s/ Barbara Smith
Barbara Smith

/s/ Colette Shepard
Colette Shepard

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	DEUTSCHE BANK TRUST COMPANY AMERICAS
	not in its individual capacity,
	but solely as Corporate Trustee
	By /s/ Carol Ng Carol Ng Vice President By /s/ Deirdra N. Ross Name: Deirdra N. Ross Title: Vice President
Attest:

/s/ Li Jiang
Li Jiang
Associate

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
in the presence of:

/s/ Eileen M. Hughes /s/ William Schwerdtman
EILEEN M. HUGHES WILLIAM SCHWERDTMAN
DIRECTOR ASSOCIATE

		/s/ Stanley Burg [L.S.]
		Stanley Burg
		solely as Individual Trustee
Executed, sealed and delivered by
STANLEY BURG,
in the presence of:

/s/ Irina Golovashchuk
Irina Golovashchuk
Vice President

/s/ Jeffrey Schoenfeld
Jeffrey Schoenfeld
Assistant Vice President

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STATE OF IDAHO	)
	) ss.:
COUNTY OF ADA	)

On the 10th day of July, in the year 2013, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he is the President and Chief Financial Officer of Idaho Power Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said DARREL T. ANDERSON, having personally appeared and known to me to be the President and Chief Financial Officer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.



	/s/ Amanda Butler
	Amanda Butler
	Notary Public, State of Idaho Commission expires 09/30/2015

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STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the 11th day of July, in the year 2013, before me personally came CAROL NG, to me known, who being by me duly sworn did depose and say that she is a Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that she signed her name thereto by like order; the said CAROL NG, having personally appeared and known to me to be a Vice President of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.



	/s/ Diana E. Vasconez
	DIANA E. VASCONEZ
	NOTARY PUBLIC, STATE OF NEW YORK Registration No: 01VA6228707 Qualified in New York County My Comm. Exp. Oct. 12, 2014



STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the 11th day of July, in the year 2013, before me personally came DEIRDRA N. ROSS, to me known, who being by me duly sworn did depose and say that she is an Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that she signed her name thereto by like order; the said DEIRDRA N. ROSS, having personally appeared and known to me to be a Vice President of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.



	/s/ Diana E. Vasconez
	DIANA E. VASCONEZ
	NOTARY PUBLIC, STATE OF NEW YORK Registration No: 01VA6228707 Qualified in New York County My Comm. Exp. Oct. 12, 2014

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STATE OF NEW JERSEY	)
	) ss.:
COUNTY OF HUDSON	)

On the 11th day of July, in the year 2013, before me, Michele H.Y. Voon, a Notary Public in and for the State of New Jersey in the County of Hudson, personally appeared and came STANLEY BURG, to me known and known to me to be the person described in and who executed the within and foregoing instrument and whose name is subscribed thereto and acknowledged to me that he executed the same.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.



	/s/ Michele H.Y. Voon
	Name: Michele H.Y. Voon
	Notary Public, State of New Jersey Registration No: 2288315 Qualified in Essex County Commission expires June 4, 2017

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STATE OF IDAHO	)
	) ss.:
COUNTY OF ADA	)

DARREL T. ANDERSON, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the President and Chief Financial Officer of Idaho Power Company, a corporation, the mortgagor described in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Idaho Power Company; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.



		/s/ Darrel T. Anderson
		Darrel T. Anderson President and Chief Financial Officer
Subscribed and sworn to before me this 10th day of July, 2013.



/s/ Amanda Butler
Amanda Butler
Notary Public, State of Idaho Commission expires 09/30/2015

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STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

CAROL NG, being first duly sworn, upon oath, deposes and says: that she is an officer, to wit, a Vice President of Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and trustees named in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Deutsche Bank Trust Company Americas; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.



		/s/ Carol Ng
		Carol Ng Vice President
Subscribed and sworn to before me this 11th day of July, 2013.

/s/ Diana E. Vasconez
DIANA E. VASCONEZ
NOTARY PUBLIC, STATE OF NEW YORK Registration No: 01VA6228707 Qualified in New York County My Comm. Exp. Oct. 12, 2014

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STATE OF NEW JERSEY	)
	) ss.:
COUNTY OF HUDSON	)

STANLEY BURG, being first duly sworn, upon oath, deposes and says: that he is one of the mortgagees and trustees named in the foregoing indenture or mortgage; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.



		/s/ Stanley Burg
		Stanley Burg

Subscribed and sworn to before me this 11th day of July, 2013.

/s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Notary Public, State of New Jersey Registration No: 2288315 Qualified in Essex County Commission expires June 4, 2017

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Exhibit 5.1

[Perkins Coie LLP Letterhead]

July 12, 2013

IDACORP, Inc.

1221 West Idaho Street

Boise, Idaho 83702-5627

Ladies and Gentlemen:

We have acted as counsel to IDACORP, Inc., an Idaho corporation (the “ Company ”), in connection with the preparation and filing of an automatic shelf registration statement on Form S-3, File No. 333-188768 (the “ Registration Statement ”), filed by the Company on May 22, 2013 with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), for the registration of the sale from time to time of the following securities by the Company (the “ Securities ”): (i) common stock, without par value (the “ Common Stock ”) and (ii) debt securities. The Registration Statement became automatically effective upon filing pursuant to Rule 462(e) under the Securities Act. The prospectus dated May 22, 2013 relating to the Securities (the “ Base Prospectus ”) included in the Registration Statement has been supplemented by a prospectus supplement, dated July 12, 2013 (the “ Prospectus Supplement ” and together with the Base Prospectus being collectively referred to as the “ Prospectus ”), relating to the issuance and sale, pursuant to the Sales Agency Agreement, dated July 12, 2013 (the “ Sales Agency Agreement ”), between the Company and BNY Mellon Capital Markets, LLC, from time to time of up to 3,000,000 shares of Common Stock (the “ Shares ”).

For purposes of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Prospectus; (iii) the Articles of Incorporation, as amended, and the Amended Bylaws of the Company; (iv) the Sales Agency Agreement; (v) resolutions adopted by the Board of Directors of the Company relating to the Registration Statement, the Prospectus, the Sales Agency Agreement and the Common Stock in general and the Shares in particular; and (vi) such other instruments, certificates, records and documents, and such matters of law, as we have considered necessary or appropriate for the purposes hereof (items (i) through (vi) above collectively, the “ Transaction Documents ”). In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the Transaction Documents.

Based upon and subject to the foregoing, and subject to the further qualifications and limitations expressed below, we are of the opinion that the Shares will be validly issued, fully

paid and non-assessable when the Shares shall have been duly issued, sold and delivered in accordance with the above-referenced corporate authorizations, as contemplated by the Registration Statement and the Prospectus and for consideration that is legally adequate as provided in the Sales Agency Agreement.

Our opinion expressed above is limited to the laws of the States of Idaho and New York and the federal laws of the United States.

We hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K dated July 12, 2013. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very Truly Yours,

/s/ Perkins Coie LLP

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