10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q

(Mark One)

X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2010
	OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the transition period from __________ to __________
		Exact name of registrants as specified	I.R.S. Employer
Commission File		in their charters, address of principal	Identification
Number		executive offices, zip code and telephone number	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 of Incorporation:  Idaho
		Websites:  www.idacorpinc.com,  www.idahopower.com
		None
Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.  Yes   X    No  ___

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).  IDACORP, Inc.: Yes   X    No  ___  Idaho Power Company: Yes          No  ___

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

IDACORP, Inc.:
	Large accelerated filer	X	Accelerated filer	Non-accelerated  filer		Smaller reporting company
Idaho Power Company:
	Large accelerated filer		Accelerated filer	Non-accelerated  filer	X	Smaller reporting company

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).
Yes ___  No    X  

Number of shares of common stock outstanding as of July 31, 2010:
IDACORP, Inc.:	48,184,956
Idaho Power Company:	39,150,812, all held by IDACORP, Inc.

This combined Form 10-Q represents separate filings by IDACORP, Inc. and Idaho Power Company.  Information contained herein relating to an individual registrant is filed by that registrant on its own behalf.  Idaho Power Company makes no representations as to the information relating to IDACORP, Inc.’s other operations.

Idaho Power Company meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.

COMMONLY USED TERMS
ADITC	-	Accumulated Deferred Investment Tax Credits
AFUDC	-	Allowance for Funds Used During Construction
APCU	-	Annual Power Cost Update
BCC	-	Bridger Coal Company, a joint venture of IERCo
Cal ISO	-	California Independent System Operator
CalPX	-	California Power Exchange
CAMP	-	Comprehensive Aquifer Management Plan
CO2	-	Carbon Dioxide
EIS	-	Environmental Impact Statement
EPA	-	Environmental Protection Agency
EPS	-	Earnings per share
ESA	-	Endangered Species Act
ESPA	-	Eastern Snake Plain Aquifer
FCA	-	Fixed Cost Adjustment mechanism
FERC	-	Federal Energy Regulatory Commission
GHG	-	Greenhouse gas
HCC	-	Hells Canyon Complex
Ida-West	-	Ida-West Energy, a subsidiary of IDACORP, Inc.
IE	-	IDACORP Energy, a subsidiary of IDACORP, Inc.
IERCo	-	Idaho Energy Resources Co., a subsidiary of Idaho Power Company
IFS	-	IDACORP Financial Services, a subsidiary of IDACORP, Inc.
IPUC	-	Idaho Public Utilities Commission
IRP	-	Integrated Resource Plan
IRS	-	Internal Revenue Service
IWRB	-	Idaho Water Resource Board
kW	-	Kilowatt
MD&A	-	Management’s Discussion and Analysis of Financial Condition and Results of Operations
MW	-	Megawatt
MWh	-	Megawatt-hour
NOx	-	Nitrogen Oxide
O&M	-	Operations and Maintenance
OATT	-	Open Access Transmission Tariff
OPUC	-	Oregon Public Utility Commission
PCA	-	Power Cost Adjustment
PCAM	-	Power Cost Adjustment Mechanism
PURPA	-	Public Utility Regulatory Policies Act of 1978
REC	-	Renewable Energy Certificate
RH BART	-	Regional Haze - Best Available Retrofit Technology
RPS	-	Renewable Portfolio Standards
SEC	-	Securities and Exchange Commission
SO2	-	Sulfur Dioxide
SRBA	-	Snake River Basin Adjudication
Valmy	-	North Valmy Steam Electric Generating Plant
VIEs	-	Variable Interest Entities
WECC	-	Western Electricity Coordinating Council

2

TABLE OF CONTENTS
				Page
Part I.  Financial Information:
	Item 1.  Financial Statements (unaudited)
		IDACORP, Inc.:
			Condensed Consolidated Statements of Income	4
			Condensed Consolidated Balance Sheets	5-6
			Condensed Consolidated Statements of Cash Flows	7
			Condensed Consolidated Statements of Comprehensive Income	8
			Condensed Consolidated Statements of Equity	9
		Idaho Power Company:
			Condensed Consolidated Statements of Income	10
			Condensed Consolidated Balance Sheets	11-12
			Condensed Consolidated Statements of Capitalization	13
			Condensed Consolidated Statements of Cash Flows	14
			Condensed Consolidated Statements of Comprehensive Income	15
		Notes to the Condensed Consolidated Financial Statements		16-36
		Reports of Independent Registered Public Accounting Firm		37-38
	Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of
			Operations	39-74
	Item 3.  Quantitative and Qualitative Disclosures About Market Risk			75
	Item 4.  Controls and Procedures			76
Part II.  Other Information:
	Item 1.  Legal Proceedings			76
	Item 1A.  Risk Factors			76-78
	Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds			78-79
	Item 6.  Exhibits			80
Signatures				81
Exhibit Index				82

SAFE HARBOR STATEMENT

This report on Form 10-Q contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.  Forward-looking statements should be read with the cautionary statements and important factors included in this Form 10-Q at Part I, Item 2- “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - FORWARD-LOOKING INFORMATION,” and Part II, Item 1A – “RISK FACTORS,” and in IDACORP Inc.’s and Idaho Power Company’s Annual Report on Form 10-K for the year ended December 31, 2009, at Part I, Item 1A- “RISK FACTORS.”  Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “may result,” “may continue,” or similar expressions.
 

3

PART I – FINANCIAL INFORMATION
Item 1.  Financial Statements
IDACORP, Inc.
Condensed Consolidated Statements of Income
(unaudited)

		Three months ended				Six months ended
		June 30,				June 30,
		2010		2009		2010		2009
		(thousands of dollars except for per share amounts)
Operating Revenues:
Electric utility:
General business		$	204,277	$	198,215	$	408,022	$	386,142
Off-system sales		17,769		26,667		52,175		55,198
Other revenues		18,744		17,636		33,053		29,207
Total electric utility revenues		240,790		242,518		493,250		470,547
Other		963		1,116		1,466		1,661
Total operating revenues		241,753		243,634		494,716		472,208
Operating Expenses:
Electric utility:
Purchased power		30,349		26,867		51,523		60,568
Fuel expense		27,558		24,475		64,744		63,608
Power cost adjustment		28,071		26,762		76,395		42,621
Other operations and maintenance		75,125		74,593		147,219		143,133
Energy efficiency programs		8,765		8,673		13,799		12,731
Depreciation		28,726		26,832		57,309		52,795
Taxes other than income taxes		5,805		5,088		11,485		10,150
Total electric utility expenses		204,399		193,290		422,474		385,606
Other expense		749		872		1,590		1,495
Total operating expenses		205,148		194,162		424,064		387,101
Operating Income		36,605		49,472		70,652		85,107
Other Income, Net		3,012		4,058		7,493		10,979
Earnings (Losses) of Unconsolidated Equity-
Method Investments		380		(2,620)		(1,998)		(2,218)
Interest Expense:
Interest on long-term debt		19,427		18,282		38,868		34,922
Other interest expense, net of AFUDC		(2,038)		(117)		(2,491)		719
Total interest expense		17,389		18,165		36,377		35,641
Income Before Income Taxes		22,608		32,745		39,770		58,227
Income Tax (Benefit) Expense		(16,629)		5,175		(15,324)		11,970
Net Income		39,237		27,570		55,094		46,257
Adjustment for (income) loss attributable to
noncontrolling interests		(28)		(95)		178		102
Net Income Attributable to IDACORP, Inc.		$	39,209	$	27,475	$	55,272	$	46,359
Weighted Average Common Shares Outstanding-
	Basic (000’s)	47,888		46,958		47,831		46,895
Weighted Average Common Shares Outstanding-
	Diluted (000’s)	48,048		46,977		47,966		46,927
Earnings Per Share of Common Stock:
Earnings Attributable to IDACORP, Inc.-Basic		$	0.82	$	0.59	$	1.16	$	0.99
Earnings Attributable to IDACORP, Inc.-Diluted		$	0.82	$	0.58	$	1.15	$	0.99
Dividends Declared Per Share of Common Stock		$	0.30	$	0.30	$	0.60	$	0.60
The accompanying notes are an integral part of these statements.

4

IDACORP, Inc.
Condensed Consolidated Balance Sheets
(unaudited)

	June 30,		December 31,
	2010		2009
Assets	(thousands of dollars)
Current Assets:
Cash and cash equivalents	$	29,488	$	52,987
Receivables:
Customer (net of allowance of $1,311 and $1,805, respectively)	64,216		74,987
Other (net of allowance of $1,457 and $1,073, respectively)	23,171		11,922
Taxes receivable	1,874		-
Accrued unbilled revenues	51,399		51,272
Materials and supplies (at average cost)	47,436		48,054
Fuel stock (at average cost)	29,206		25,634
Prepayments	10,340		11,111
Deferred income taxes	31,817		31,773
Other	5,917		2,666
Total current assets	294,864		310,406
Investments	197,657		195,298
Property, Plant and Equipment:
Utility plant in service	4,212,394		4,160,178
Accumulated provision for depreciation	(1,586,118)		(1,558,538)
Utility plant in service- net	2,626,276		2,601,640
Construction work in progress	363,982		289,188
Utility plant held for future use	7,106		7,151
Other property, net of accumulated depreciation	18,807		19,029
Property, plant and equipment- net	3,016,171		2,917,008
Other Assets:
American Falls and Milner water rights	22,641		24,226
Company-owned life insurance	27,079		26,654
Regulatory assets	676,820		720,401
Long-term receivables (net of allowance of $1,861 and $2,157, respectively)	3,993		4,217
Other	41,562		40,517
Total other assets	772,095		816,015
Total	$	4,280,787	$	4,238,727
The accompanying notes are an integral part of these statements.

5

IDACORP, Inc.
Condensed Consolidated Balance Sheets
(unaudited)

	June 30,		December 31,
	2010		2009
Liabilities and Equity	(thousands of dollars)
Current Liabilities:
Current maturities of long-term debt	$	129,800	$	9,340
Notes payable	17,500		53,750
Accounts payable	78,075		83,818
Taxes accrued	21,456		10,184
Interest accrued	21,821		20,056
Other	70,323		41,081
Total current liabilities	338,975		218,229
Other Liabilities:
Deferred income taxes	559,862		574,450
Regulatory liabilities	301,568		287,780
Other	357,740		346,994
Total other liabilities	1,219,170		1,209,224
Long-Term Debt	1,288,802		1,409,730
Commitments and Contingencies
Equity:
IDACORP, Inc. shareholders’ equity:
Common stock, no par value (120,000,000 shares authorized;
48,164,439 and 47,925,882 shares issued, respectively)	762,903		756,475
Retained earnings	675,601		649,180
Accumulated other comprehensive loss	(8,678)		(8,267)
Treasury stock (7,365 and 29,191 shares at cost, respectively)	(17)		(53)
Total IDACORP, Inc. shareholders’ equity	1,429,809		1,397,335
Noncontrolling interest	4,031		4,209
Total equity	1,433,840		1,401,544
Total	$	4,280,787	$	4,238,727
The accompanying notes are an integral part of these statements.

6

IDACORP, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)

	Six months ended
	June 30,
	2010		2009
Operating Activities:	(thousands of dollars)
Net income	$	55,094	$	46,257
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization	61,023		55,434
Deferred income taxes and investment tax credits	(19,726)		7,548
Changes in regulatory assets and liabilities	78,974		38,358
Non-cash pension expense	2,952		2,209
Losses of unconsolidated equity-method investments	1,998		2,218
Distributions from unconsolidated equity-method investments	-		7,710
Allowance for other funds used during construction	(8,020)		(2,498)
Other non-cash adjustments to net income, net	(148)		1,728
Change in:
Accounts receivable and prepayments	6,613		(8,869)
Accounts payable and other accrued liabilities	(8,495)		(28,293)
Taxes accrued/receivable	9,279		18,155
Other current assets	(3,081)		(11,940)
Other current liabilities	18,215		(1,464)
Other assets	(2,512)		(1,831)
Other liabilities	(4,951)		(14,090)
Net cash provided by operating activities	187,215		110,632
Investing Activities:
Additions to property, plant and equipment	(166,687)		(100,271)
Proceeds from the sale of utility assets	19,230		-
Proceeds from the sale of non-utility assets	-		2,250
Investments in affordable housing	(6,147)		(6,174)
Proceeds from the sale of emission allowances and renewable energy certificates	3,497		2,341
Investments in unconsolidated affiliates	(2,020)		-
Proceeds from the sale of available-for-sale securities	-		8,965
Other	3,468		(3,319)
Net cash used in investing activities	(148,659)		(96,208)
Financing Activities:
Issuance of long-term debt	-		100,000
Retirement of long-term debt	(1,064)		(8,735)
Dividends on common stock	(28,830)		(28,230)
Net change in short-term borrowings	(36,250)		(72,151)
Issuance of common stock	5,299		4,927
Acquisition of treasury stock	(846)		(1,408)
Other	(364)		(1,653)
Net cash used in financing activities	(62,055)		(7,250)
Net (decrease) increase in cash and cash equivalents	(23,499)		7,174
Cash and cash equivalents at beginning of the period	52,987		8,828
Cash and cash equivalents at end of the period	$	29,488	$	16,002
Supplemental Disclosure of Cash Flow Information:
Cash (received) paid during the period for:
Income taxes	$	(3,387)	$	(11,785)
Interest (net of amount capitalized)	$	33,662	$	32,956
Non-cash investing activities
Additions to property, plant and equipment in accounts payable	$	21,435	$	5,578
Investments in affordable housing	$	3,168	$	6,000
The accompanying notes are an integral part of these statements.

7

IDACORP, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)

	Three months ended
	June 30,
	2010		2009
	(thousands of dollars)
Net Income	$	39,237	$	27,570
Other Comprehensive Income (Loss):
Net unrealized holding (losses) gains arising during the period,
net of tax of ($758) and $734	(1,181)		1,143
Unfunded pension liability adjustment, net of tax
of $114 and $87	177		136
Total Comprehensive Income	38,233		28,849
Comprehensive income attributable to noncontrolling interests	(28)		(95)
Comprehensive Income Attributable to IDACORP, Inc.	$	38,205	$	28,754
The accompanying notes are an integral part of these statements.

IDACORP, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)

	Six months ended
	June 30,
	2010		2009
	(thousands of dollars)
Net Income	$	55,094	$	46,257
Other Comprehensive Income (Loss):
Net unrealized holding (losses) gains arising during the period,
net of tax of ($492) and $164	(765)		256
Unfunded pension liability adjustment, net of tax
of $227 and $174	354		272
Total Comprehensive Income	54,683		46,785
Comprehensive loss attributable to noncontrolling interests	178		102
Comprehensive Income Attributable to IDACORP, Inc.	$	54,861	$	46,887
The accompanying notes are an integral part of these statements.

8

IDACORP, Inc.
Condensed Consolidated Statements of Equity
(unaudited)

	Six months ended
	June 30,
	2010		2009
	(thousands of dollars)
Common Stock
Balance at beginning of period	$	756,475	$	729,576
Issued	5,299		4,927
Other	1,129		377
Balance at end of period	762,903		734,880
Retained Earnings
Balance at beginning of period	649,180		581,605
Net income attributable to IDACORP, Inc.	55,272		46,359
Common stock dividends ($0.60 per share)	(28,851)		(28,229)
Balance at end of period	675,601		599,735
Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	(8,267)		(8,707)
Unrealized (loss) gain on securities (net of tax)	(765)		256
Unfunded pension liability adjustment (net of tax)	354		272
Balance at end of period	(8,678)		(8,179)
Treasury Stock
Balance at beginning of period	(53)		(37)
Issued	882		1,424
Acquired	(846)		(1,408)
Balance at end of period	(17)		(21)
Total IDACORP, Inc. shareholders’ equity at end of period	1,429,809		1,326,415
Noncontrolling Interests
Balance at beginning of period	4,209		4,434
Net loss attributed to noncontrolling interest	(178)		(102)
Other	-		(250)
Balance at end of period	4,031		4,082
Total equity at end of period	$	1,433,840	$	1,330,497
The accompanying notes are an integral part of these statements.

9

Idaho Power Company
Condensed Consolidated Statements of Income
(unaudited)

		Three months ended				Six months ended
		June 30,				June 30,
		2010		2009		2010		2009
		(thousands of dollars)
Operating Revenues:
General business		$	204,277	$	198,215	$	408,022	$	386,142
Off-system sales		17,769		26,667		52,175		55,198
Other revenues		18,744		17,636		33,053		29,207
Total operating revenues		240,790		242,518		493,250		470,547
Operating Expenses:
Operation:
Purchased power		30,349		26,867		51,523		60,568
Fuel expense		27,558		24,475		64,744		63,608
Power cost adjustment		28,071		26,762		76,395		42,621
Other operations and maintenance		75,125		74,593		147,219		143,133
Energy efficiency programs		8,765		8,673		13,799		12,731
Depreciation		28,726		26,832		57,309		52,795
Taxes other than income taxes		5,805		5,088		11,485		10,150
Total operating expenses		204,399		193,290		422,474		385,606
Income from Operations		36,391		49,228		70,776		84,941
Other Income (Expense):
Allowance for equity funds used during construction		4,362		1,734		8,020		2,498
Earnings (losses) of unconsolidated equity-method
	investments	1,987		(649)		2,335		2,653
Other (expense) income, net		(1,410)		1,648		(1,171)		7,944
Total other income		4,939		2,733		9,184		13,095
Interest Charges:
Interest on long-term debt		19,427		18,268		38,868		34,835
Other interest		1,178		1,350		2,031		2,929
Allowance for borrowed funds used during construction		(3,287)		(1,658)		(5,478)		(2,785)
Total interest charges		17,318		17,960		35,421		34,979
Income Before Income Taxes		24,012		34,001		44,539		63,057
Income Tax (Benefit) Expense		(14,816)		7,675		(12,510)		17,447
Net Income		$	38,828	$	26,326	$	57,049	$	45,610
The accompanying notes are an integral part of these statements.

10

Idaho Power Company
Condensed Consolidated Balance Sheets
(unaudited)

	June 30,		December 31,
	2010		2009
Assets	(thousands of dollars)
Electric Plant:
In service (at original cost)	$	4,212,394	$	4,160,178
Accumulated provision for depreciation	(1,586,118)		(1,558,538)
In service- net	2,626,276		2,601,640
Construction work in progress	363,982		289,188
Held for future use	7,106		7,151
Electric plant- net	2,997,364		2,897,979
Investments and Other Property	108,921		108,299
Current Assets:
Cash and cash equivalents	25,118		21,625
Receivables:
Customer (net of allowance of $1,311 and $1,805, respectively)	64,216		74,987
Other (net of allowance of $202 and $185, respectively)	21,810		10,463
Taxes receivable	21,640		3,585
Accrued unbilled revenues	51,399		51,272
Materials and supplies (at average cost)	47,436		48,054
Fuel stock (at average cost)	29,206		25,634
Prepayments	10,141		10,960
Deferred income taxes	7,931		7,887
Other	5,409		2,115
Total current assets	284,306		256,582
Deferred Debits:
American Falls and Milner water rights	22,641		24,226
Company-owned life insurance	27,079		26,654
Regulatory assets	676,820		720,401
Other	40,384		39,249
Total deferred debits	766,924		810,530
Total	$	4,157,515	$	4,073,390
The accompanying notes are an integral part of these statements.

11

Idaho Power Company
Condensed Consolidated Balance Sheets
(unaudited)

	June 30,		December 31,
	2010		2009
Capitalization and Liabilities	(thousands of dollars)
Capitalization:
Common stock equity:
Common stock, $2.50 par value (50,000,000 shares
authorized; 39,150,812 shares outstanding)	$	97,877	$	97,877
Premium on capital stock	648,758		638,758
Capital stock expense	(2,097)		(2,097)
Retained earnings	575,876		547,695
Accumulated other comprehensive loss	(8,678)		(8,267)
Total common stock equity	1,311,736		1,273,966
Long-term debt	1,288,802		1,409,730
Total capitalization	2,600,538		2,683,696
Current Liabilities:
Long-term debt due within one year	121,064		1,064
Accounts payable	77,564		83,128
Notes and accounts payable to related parties	1,473		1,736
Taxes accrued	9,366		-
Interest accrued	21,821		20,056
Other	69,252		40,002
Total current liabilities	300,540		145,986
Deferred Credits:
Deferred income taxes	599,328		611,749
Regulatory liabilities	301,568		287,780
Other	355,541		344,179
Total deferred credits	1,256,437		1,243,708
Commitments and Contingencies
Total	$	4,157,515	$	4,073,390
The accompanying notes are an integral part of these statements.

12

Idaho Power Company
Condensed Consolidated Statements of Capitalization
(unaudited)

	June 30,		December 31,
	2010		2009
	(thousands of dollars)
Common Stock Equity:
Common stock	$	97,877	$	97,877
Premium on capital stock	648,758		638,758
Capital stock expense	(2,097)		(2,097)
Retained earnings	575,876		547,695
Accumulated other comprehensive loss	(8,678)		(8,267)
Total common stock equity	1,311,736		1,273,966
Long-Term Debt:
First mortgage bonds:
6.60% Series due 2011	120,000		120,000
4.75% Series due 2012	100,000		100,000
4.25% Series due 2013	70,000		70,000
6.025% Series due 2018	120,000		120,000
6.15% Series due 2019	100,000		100,000
4.50 % Series due 2020	130,000		130,000
6    % Series due 2032	100,000		100,000
5.50% Series due 2033	70,000		70,000
5.50% Series due 2034	50,000		50,000
5.875% Series due 2034	55,000		55,000
5.30% Series due 2035	60,000		60,000
6.30% Series due 2037	140,000		140,000
6.25% Series due 2037	100,000		100,000
Total first mortgage bonds	1,215,000		1,215,000
Amount due within one year	(120,000)		-
Net first mortgage bonds	1,095,000		1,215,000
Pollution control revenue bonds:
5.15% Series due 2024	49,800		49,800
5.25% Series due 2026	116,300		116,300
Variable Rate Series 2000 due 2027	4,360		4,360
Total pollution control revenue bonds	170,460		170,460
American Falls bond guarantee	19,885		19,885
Milner Dam note guarantee	7,446		8,509
Note guarantee due within one year	(1,064)		(1,064)
Unamortized premium/discount- net	(2,925)		(3,060)
Total long-term debt	1,288,802		1,409,730
Total Capitalization	$	2,600,538	$	2,683,696
The accompanying notes are an integral part of these statements.

13

Idaho Power Company

Condensed Consolidated Statements of Cash Flows
(unaudited)

	Six months ended
	June 30,
	2010		2009
Operating Activities:	(thousands of dollars)
Net income	$	57,049	$	45,610
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization	60,709		55,030
Deferred income taxes and investment tax credits	(17,559)		3,354
Changes in regulatory assets and liabilities	78,974		38,358
Non-cash pension expense	2,952		2,209
Earnings of unconsolidated equity-method investments	(2,335)		(2,653)
Distributions from unconsolidated equity-method investments	-		7,460
Allowance for other funds used during construction	(8,020)		(2,498)
Other non-cash adjustments to net income	(2,474)		736
Change in:
Accounts receivables and prepayments	6,250		(8,665)
Accounts payable	(8,315)		(29,800)
Taxes accrued/receivable	(8,791)		34,350
Other current assets	(3,081)		(11,940)
Other current liabilities	18,211		(1,234)
Other assets	(2,512)		(1,831)
Other liabilities	(4,309)		(14,094)
Net cash provided by operating activities	166,749		114,392
Investing Activities:
Additions to utility plant	(166,687)		(100,271)
Proceeds from the sale of utility assets	19,230		-
Proceeds from the sale of non-utility assets	-		2,250
Proceeds from the sale of emission allowances and renewable energy certificates	3,497		2,341
Investments in unconsolidated affiliates	(2,020)		-
Other	2,890		(3,359)
Net cash used in investing activities	(143,090)		(99,039)
Financing Activities:
Issuance of long-term debt	-		100,000
Retirement of long-term debt	(1,064)		(1,064)
Dividends on common stock	(28,869)		(28,376)
Net change in short term borrowings	-		(76,120)
Capital contribution from parent	10,000		-
Other	(233)		(1,411)
Net cash used in financing activities	(20,166)		(6,971)
Net increase in cash and cash equivalents	3,493		8,382
Cash and cash equivalents at beginning of the period	21,625		3,141
Cash and cash equivalents at end of the period	$	25,118	$	11,523
Supplemental Disclosure of Cash Flow Information:
Cash paid (received) during the period for:
Income taxes	$	15,335	$	(18,286)
Interest (net of amount capitalized)	$	32,706	$	32,380
Non-cash investing activities:
Additions to property, plant and equipment in accounts payable	$	21,435	$	5,578
The accompanying notes are an integral part of these statements.

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Idaho Power Company
Condensed Consolidated Statements of Comprehensive Income
(unaudited)

	Three months ended
	June 30,
	2010		2009
	(thousands of dollars)
Net Income	$	38,828	$	26,326
Other Comprehensive Income (Loss):
Net unrealized holding (losses) gains arising during the period,
net of tax of ($758) and $734	(1,181)		1,143
Unfunded pension liability adjustment, net of tax
of $114 and $87	177		136
Total Comprehensive Income	$	37,824	$	27,605
The accompanying notes are an integral part of these statements.

Idaho Power Company
Condensed Consolidated Statements of Comprehensive Income
(unaudited)

	Six months ended
	June 30,
	2010		2009
	(thousands of dollars)
Net Income	$	57,049	$	45,610
Other Comprehensive Income (Loss):
Net unrealized holding (losses) gains arising during the period,
net of tax of ($492) and $164	(765)		256
Unfunded pension liability adjustment, net of tax
of $227 and $174	354		272
Total Comprehensive Income	$	56,638	$	46,138
The accompanying notes are an integral part of these statements.

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IDACORP, INC. AND IDAHO POWER COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

This Quarterly Report on Form 10-Q is a combined report of IDACORP, Inc. (IDACORP) and Idaho Power Company (Idaho Power).  Therefore, the Notes to the condensed consolidated financial statements apply to both IDACORP and Idaho Power.  However, Idaho Power makes no representation as to the information relating to IDACORP’s other operations.

Nature of Business

IDACORP is a holding company formed in 1998 whose principal operating subsidiary is Idaho Power.  IDACORP is subject to the provisions of the Public Utility Holding Company Act of 2005, which provides certain access to books and records to the Federal Energy Regulatory Commission (FERC) and state utility regulatory commissions and imposes certain record retention and reporting requirements on IDACORP.

Idaho Power is an electric utility with a service territory covering approximately 24,000 square miles in southern Idaho and eastern Oregon.  Idaho Power provided electric service to 490,470 general business customers as of June 30, 2010.  Idaho Power is regulated by the FERC and the state regulatory commissions of Idaho and Oregon.  Idaho Power is the parent of Idaho Energy Resources Co. (IERCo), a joint venturer in Bridger Coal Company (BCC), which mines and supplies coal to the Jim Bridger generating plant owned in part by Idaho Power.

IDACORP’s other subsidiaries include IDACORP Financial Services, Inc. (IFS), an investor in affordable housing and other real estate investments; Ida-West Energy Company (Ida-West), an operator of small hydroelectric generation projects that satisfy the requirements of the Public Utility Regulatory Policies Act of 1978 (PURPA); and IDACORP Energy (IE), a marketer of energy commodities, which wound down operations in 2003.

Principles of Consolidation

IDACORP’s and Idaho Power’s consolidated financial statements include the accounts of each company, the subsidiaries that the companies control, and any variable interest entities (VIEs) for which the companies are the primary beneficiaries.  All intercompany balances have been eliminated in consolidation.  Investments in subsidiaries that the companies do not control and investments in VIEs for which the companies are not the primary beneficiaries, but have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting.

In January 2010, IDACORP and Idaho Power adopted amendments to prior consolidation guidance.  The amendments affected the overall consolidation analysis of VIEs and required IDACORP and Idaho Power to reconsider their previous conclusions relating to the consolidation of VIEs, including (1) whether an entity is a VIE, (2) whether either IDACORP or Idaho Power are the VIE’s primary beneficiary, and (3) what type of financial statement disclosures are required.  The adoption of this guidance did not change the entities that IDACORP or Idaho Power consolidate.

The entities that IDACORP and Idaho Power consolidate consist primarily of the wholly-owned subsidiaries discussed above.  In addition, IDACORP consolidates one VIE, Marysville Hydro Partners (Marysville), which is a joint venture owned 50 percent by Ida-West and 50 percent by Environmental Energy Company (EEC).  Marysville has approximately $20 million of assets, primarily a hydroelectric plant, and approximately $16 million of intercompany long-term debt, which is eliminated in consolidation.  EEC has borrowed amounts from Ida-West to fund a portion of its required capital contributions to Marysville.  The loans are payable from EEC’s share of distributions and are secured by the stock of EEC and EEC’s interest in Marysville.  Ida-West is the primary beneficiary because the ownership of the intercompany note and the EEC note result in it controlling the entity.  Creditors of Marysville have no recourse to the general credit of IDACORP and there are no other arrangements that could require IDACORP to provide financial support to Marysville or expose IDACORP to losses.

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Through IERCo, Idaho Power holds a variable interest in BCC, a VIE for which it is not the primary beneficiary.  IERCo is not the primary beneficiary because the power to direct the activities that most significantly impact the economic performance of BCC is shared with the joint venture partner.  IERCo’s carrying value is $88 million and its maximum exposure to loss at BCC is the carrying value, any additional future contributions to the mine, and the $63 million guarantee for reclamation costs at the mine that is discussed further in Note 8 – “Commitments.”

Through IFS, IDACORP also holds variable interests in VIEs for which it is not the primary beneficiary.  These VIEs are historic rehabilitation and affordable housing developments in which IFS holds limited partnership interests ranging from five to 99 percent.  As a limited partner, IFS does not control these entities and they are not consolidated.  These investments were acquired between 1996 and 2010.  IFS’s maximum exposure to loss in these developments is limited to its net carrying value, which was $79 million at June 30, 2010.

Financial Statements

In the opinion of IDACORP and Idaho Power, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly their consolidated financial positions as of June 30, 2010, consolidated results of operations for the three and six months ended June 30, 2010, and 2009, and consolidated cash flows for the six months ended June 30, 2010, and 2009.  These adjustments are of a normal and recurring nature.  These financial statements do not contain the complete detail or footnote disclosure concerning accounting policies and other matters that would be included in full-year financial statements and should be read in conjunction with the audited consolidated financial statements included in IDACORP’s and Idaho Power’s Annual Report on Form 10-K for the year ended December 31, 2009.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities, as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results experienced could differ materially from those estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.  The reclassifications did not impact IDACORP’s and Idaho Power’s net income or total equity, and include the following:

• Third-party transmission expense was combined with purchased power in IDACORP and Idaho Power’s condensed consolidated statements of income as the balance of the third party transmission expense alone is immaterial;

• Gain on sale of emission allowances was combined with other operations and maintenance in IDACORP and Idaho Power's condensed consolidated statements of income as the balance of gain on sale of emission allowances alone is immaterial;

• Other operations and maintenance in the operating expenses section of Idaho Power’s condensed consolidated statements of income were combined to be consistent with presentation in IDACORP's condensed consolidated statements of income;

• Allowance for uncollectible accounts was offset against associated accounts receivable and presented in a parenthetical notation in IDACORP and Idaho Power's condensed consolidated balance sheets;

• Excess tax benefits from share-based payment arrangements was combined with other non-cash adjustments to net income in the operating section and with other in the financing section of IDACORP's condensed consolidated statements of cash flows; and

• Amortization of affordable housing was removed from depreciation and amortization and combined with undistributed earnings of unconsolidated subsidiaries, the total of which was then separated into losses of unconsolidated equity-method investments and distributions from unconsolidated equity method investments in the operating section of IDACORP's condensed consolidated statements of cash flows.

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New Accounting Pronouncements

In July 2010, the Financial Accounting Standards Board issued guidance that significantly expands the required disclosures concerning the credit quality of certain types of receivables and the allowance for credit losses.  This guidance is effective for IDACORP and Idaho Power as follows:  (1) disclosures concerning end-of-period information are effective for the December 31, 2010, financial statements; and (2) disclosures about activity occurring during a reporting period are effective beginning with the quarter ending March 31, 2011.  Because this guidance relates only to disclosures, it is not expected to have a material effect on IDACORP’s and Idaho Power’s consolidated financial statements.

2.  INCOME TAXES:

In accordance with interim reporting requirements, IDACORP and Idaho Power use an estimated annual effective tax rate for computing their provisions for income taxes.  An estimate of annual income tax expense (or benefit) is made each interim period using estimates for annual pre-tax income, income tax adjustments, and tax credits.  The estimated annual effective tax rates do not include discrete events such as tax law changes, examination settlements, or method changes.  Discrete events are recorded in the period in which they occur.

The estimated annual effective tax rate is applied to year-to-date pre-tax income to achieve income tax expense (or benefit) for the interim period consistent with the annual estimate.  In subsequent interim periods, income tax expense (or benefit) for the period is computed as the difference between the year-to-date amount reported for the previous interim period and the current period’s year-to-date amount.

An analysis of income tax expense for the three months ended June 30 is as follows (in thousands of dollars):

		IDACORP				Idaho Power
		2010		2009		2010		2009
Income tax provision		$	4,046	$	5,175	$	5,859	$	7,675
ADITC amortization reversal			4,512		-		4,512		-
Accounting method change			(25,187)		-		(25,187)		-
	Income tax (benefit) expense	$	(16,629)	$	5,175	$	(14,816)	$	7,675
Effective tax rate			(73.6)%		15.8%		(61.7)%		22.6%

An analysis of income tax expense for the six months ended June 30 is as follows (in thousands of dollars):

		IDACORP				Idaho Power
		2010		2009		2010		2009
Income tax provision		$	8,960	$	11,970	$	11,774	$	17,447
Accounting method change			(25,187)		-		(25,187)		-
Medicare Part D subsidy			903		-		903		-
	Income tax (benefit) expense	$	(15,324)	$	11,970	$	(12,510)	$	17,447
Effective tax rate			(38.4)%		20.5%		(28.1)%		27.7%

The decrease in the 2010 estimated annual effective tax rates as compared to the same periods of 2009 is primarily due to Idaho Power’s tax accounting method change for repair-related expenditures (discussed below), and lower pre-tax earnings at IDACORP and Idaho Power, partially offset by a charge related to the federal health care legislation enacted in the first quarter of 2010.  Regulatory flow-through tax adjustments at Idaho Power and tax credits at IFS for the six months ended June 30, 2010 were comparable to the same period in 2009.

Based on its current estimate of 2010 return on equity, Idaho Power does not expect to amortize any additional accumulated deferred investment tax credits (ADITC).  Accordingly, the $4.5 million of additional ADITC amortization recorded in the first quarter of 2010 was reversed in the second quarter of 2010.  For further information regarding ADITC amortization, see Note 3 – “Regulatory Matters - Idaho Settlement Agreement.”

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Tax Accounting Method Change

In June 2010, Idaho Power completed its evaluation of a tax accounting method change for its 2009 tax year that would allow a current income tax deduction for repair-related expenditures on its utility assets that are currently capitalized for financial reporting and tax purposes.  Idaho Power intends to make this method change following the automatic consent procedures with the filing of IDACORP’s 2009 consolidated federal income tax return in September 2010.  For the three months ended June 30, 2010, Idaho Power recorded an estimated net tax benefit of $25.2 million related to the cumulative method change adjustment (tax years 1999 through 2009) and has included an annual deduction estimate in its 2010 income tax provision, which resulted in a $3.6 million net tax benefit.  Idaho Power’s prescribed regulatory accounting treatment requires immediate income recognition for temporary tax differences of this type.  A regulatory asset is established to reflect Idaho Power’s ability to recover increased income tax expense when such temporary differences reverse.  Idaho Power expects to recognize cash tax benefits associated with the method change by the end of 2010 through offsets to current estimated tax payments and direct tax refunds.

In conjunction with recording the estimated tax benefit for the method change, Idaho Power also increased its current liability for uncertain tax positions by $10.9 million.  If recognized, the $10.9 million balance of unrecognized tax benefits would affect the effective tax rate.  The tax method is currently being audited under IDACORP’s 2009 Compliance Assurance Process (CAP) examination (discussed below) and, on a national level, aspects of the method related to electric utility transmission and distribution property are the subject of an Internal Revenue Service (IRS) Industry Issue Resolution program.

Status of Audit Proceedings

In May 2009, IDACORP formally entered the IRS CAP program for its 2009 tax year.  The CAP program provides for IRS examination throughout the year.  The 2009 examination is expected to be completed in 2010.  In January 2010, IDACORP was accepted into CAP for its 2010 tax year.  IDACORP and Idaho Power are unable to predict the outcome of these examinations.

Specifically within the 2009 CAP examination, the IRS began its audit of Idaho Power’s current method of uniform capitalization.  In September 2009, the IRS issued Industry Director Directive #5 (IDD), which discusses the IRS’s compliance priorities and audit techniques related to the allocation of mixed service costs in the uniform capitalization methods of electric utilities.  The IRS and Idaho Power are jointly working through the impact the IDD guidance has on Idaho Power’s uniform capitalization method.  Initial estimates indicate the potential income and cash benefits associated with settlement of this matter to be in excess of the repairs method change recorded in the second quarter.  Idaho Power expects that the examination of this method will be completed during the third quarter of 2010; however, the timing of final settlement with the IRS, and thereby the recognition of the income and cash impacts, has yet to be determined.  Resolution of this matter would also result in a $1.1 million decrease to Idaho Power’s unrecognized tax benefits for its 2009 uniform capitalization deduction.

Tax Impacts of Health Care Acts

As discussed further in Note 10 – “Benefit Plans,” the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act were enacted in March 2010.  As a result of this legislation, in the first quarter of 2010, Idaho Power reduced its deferred tax asset related to future deductible retiree prescription drug expenses by $2.3 million, increased regulatory assets by $2.4 million, increased deferred tax liabilities by $1 million, and incurred a charge of $0.9 million.  No charges resulting from the legislation were incurred in the second quarter of 2010.

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3.  REGULATORY MATTERS:

Deferred Net Power Supply Costs

Changes in deferred net power supply costs for the six months ended June 30, 2010 were as follows (in thousands of dollars):

			Idaho		Oregon(1)		Total
Balance at December 31, 2009		$	71,412	$	13,221	$	84,633
Impact of current period net power supply costs			(23,282)		(593)		(23,875)
Prior costs expensed and recovered through rates			(51,671)		(849)		(52,520)
SO2 allowances and REC sales credited to account			(2,307)		-		(2,307)
Interest and other			106		428		534
	Balance at June 30, 2010	$	(5,742)	$	12,207	$	6,465
(1)  Oregon power supply cost deferrals are subject to a statute that specifically limits rate amortizations of deferred costs to six percent of gross Oregon revenue per year (approximately $2 million).  Deferrals are amortized sequentially.

Idaho Settlement Agreement

On January 13, 2010, the Idaho Public Utilities Commission (IPUC) approved a settlement agreement among Idaho Power, several of Idaho Power’s customers, the IPUC Staff, and other parties.  Significant elements of the settlement agreement include:

• A general rate moratorium in effect until January 1, 2012.  The moratorium does not apply to other specified revenue requirement proceedings, such as the power cost adjustment (PCA), the fixed cost adjustment (FCA), pension funding, advanced metering infrastructure (AMI), energy efficiency rider, and government imposed fees.
• A specified distribution of the expected reduction in 2010 PCA rates that would reduce customer rates, provide some general rate relief to Idaho Power, and reset base power supply costs for the PCA.  This provision anticipated a significant reduction in PCA rates for the 2010-2011 PCA year.  The PCA reduction and base rate adjustment is discussed in “2010 Idaho PCA Filing and Order” below.
• A provision to share with Idaho customers 50 percent of any Idaho-jurisdictional earnings in excess of a 10.5 percent return on equity in any calendar year from 2009 to 2011.
• A provision to allow additional amortization of ADITC if Idaho Power’s actual return on equity in its Idaho jurisdiction is below 9.5 percent in any calendar year from 2009 to 2011.  Idaho Power is permitted to amortize additional ADITC in an amount up to $45 million over the three-year period, but could use no more that $15 million in any one year unless there is a carryover.  Carryover amounts are added to the $15 million annual allowance up to a maximum amortization of $25 million in any one year.

Because Idaho Power’s 2009 Idaho-jurisdiction return on equity was between 9.5 and 10.5 percent, the sharing and additional amortization provisions were not triggered, and the ADITC available for additional amortization in 2010 is $25 million.  Idaho Power recorded additional ADITC amortization of $4.5 million in the first quarter of 2010, but reversed the entire $4.5 million in the second quarter based on updated estimates of annual 2010 return on equity.  The actual amount of additional ADITC recorded in the full year 2010 and 2011 will depend on Idaho Power’s annual return on year-end equity and the amounts recorded in each quarter will vary and may ultimately be reversed.

The settlement agreement also included a provision to reestablish the base level for net power supply costs effective with the June 1, 2010, PCA rate change.

2010 Idaho PCA Filing and Order

On May 28, 2010, the IPUC issued an order approving a $146.9 million decrease in the PCA, along with a base rate increase of $88.7 million.  The net effect of these two rate adjustments was an overall decrease in customer rates of $58.2 million, or 6.49 percent, effective June 1, 2010.  Idaho Power’s PCA application was approved as filed with the IPUC, with the exception of a $0.2 million interest expense adjustment relating to base power supply costs.

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Other Idaho 2010 Filings and Orders

Rate Filings and Orders:  On May 28, 2010, the IPUC issued the following orders approving rate filings made in March 2010:

• Fixed Cost Adjustment:  Idaho Power’s FCA filing for the 2009 calendar year proposed to collect $6.3 million for one year, a $3.6 million annual increase over current rates.  The $6.3 million reflects amounts accrued in 2009 under the mechanism.  Beginning June 1, 2010, Idaho Power implemented the rate increase to residential and small general service customers.  The IPUC also extended the FCA pilot program for two years, through December 31, 2011.
• Pension:  Idaho Power filed a request to recover $5.4 million of pension contributions that it is required to make on or before September 15, 2010.  In accordance with prior IPUC orders, Idaho Power had been deferring its Idaho-jurisdiction pension expense to a regulatory asset.  On February 17, 2010, the IPUC approved a recovery methodology that would permit Idaho Power to include in future rate cases a reasonable recovery and amortization of cash contributions.  The IPUC approved Idaho Power’s request to increase rates by $5.4 million, or 0.77 percent, effective June 1, 2010.  The IPUC’s order provided that the allowance of recovery of this contribution does not guarantee that the IPUC will similarly approve future recovery of contributions, without further justification, but reiterated its authorization to continue regulatory treatment of current pension expenses.  In addition to the $5.4 million of regulatory assets approved for recovery discussed above, as of June 30, 2010, Idaho Power had $46.6 million of Idaho jurisdiction regulatory assets associated with deferred pension expenses that, based on its evaluation, are probable of recovery.
• AMI:  Idaho Power filed for a $2.4 million annual increase in base rates for costs related to AMI.  The IPUC approved Idaho Power’s application as submitted, authorizing the rate increase effective June 1, 2010.

Energy Efficiency Prudency Determination:  On March 15, 2010, Idaho Power filed an application with the IPUC requesting an order designating energy efficiency expenditures of $50.7 million incurred in 2008 and 2009 as prudently incurred expenses.  A determination and order from the IPUC is pending.

On April 14, 2010, the IPUC completed its review of energy efficiency rider expenditures that Idaho Power made from 2002 through 2007.  All rider expenditures during that time period were found to be prudently incurred and approved for ratemaking purposes.

Oregon Regulatory Matters

Oregon 2009 General Rate Case Settlement:  In connection with Idaho Power’s general rate case filing, on February 24, 2010, the Oregon Public Utility Commission (OPUC) approved a $5 million, or 15.4 percent, increase in Oregon base rates.  The new rates were effective March 1, 2010, and are based on a return on equity of 10.175 percent and an overall rate of return of 8.061 percent.

Oregon Power Cost Recovery Mechanisms:  Idaho Power’s power cost recovery mechanism in Oregon has two components- the power cost adjustment mechanism (PCAM) and the annual power cost update (APCU).  On February 26, 2010, Idaho Power filed its PCAM application for the 2009 year with the OPUC.  The filing stated that actual net power supply costs were within the deadband, which is the range of deviations within which Idaho Power absorbs power supply cost increases or decreases, resulting in no request for a deferral.  On April 15, 2010, Idaho Power filed with the OPUC a stipulation combining its March power supply cost forecast and 2009 October update.  The stipulation was approved on May 24, 2010, and resulted in an overall increase of $2.2 million, or 5.5 percent, in Oregon rates, effective June 1, 2010.

Annual OATT Update

 On June 1, 2010, Idaho Power posted its Draft Informational Filing (DIF) for its Open Access Transmission Tariff (OATT) on its Open Access Same-Time Information System (OASIS) Internet platform.  The DIF is the draft computation of Idaho Power’s transmission rate for service under its OATT, which is updated annually.  The new draft rate submitted by Idaho Power was $19.60 per kW/yr, a 23.8 percent increase over the present rate of $15.83

21

per kW/yr.  Several third parties have submitted data requests in connection with Idaho Power’s DIF, and Idaho Power is currently responding to those data requests.  If approved by the FERC, the new rates would be effective as of October 1, 2010 for a one year period.

4.  LONG-TERM DEBT:

As of June 30, 2010, IDACORP had approximately $574 million remaining on a shelf registration statement that can be used for the issuance of debt securities or common stock.

In April 2010, Idaho Power received approval from the IPUC, the OPUC, and the Public Service Commission of Wyoming for the issuance of up to $500 million in aggregate principal amount of one or more series of first mortgage bonds and unsecured debt securities.  The order from the IPUC approved the issuance of the securities over a two-year period, beginning on April 19, 2010, subject to extension upon request to the IPUC.  On May 12, 2010, Idaho Power filed a shelf registration statement with the Securities and Exchange Commission (SEC) for the sale of up to $500 million of first mortgage bonds and debt securities.  The SEC declared the registration statement effective on May 25, 2010.  To facilitate the issuance of the first mortgage bonds, on June 17, 2010, Idaho Power entered into a Selling Agency Agreement with ten banks named in the agreement in connection with the potential issuance and sale from time to time of up to $500 million aggregate principal amount of first mortgage bonds, secured medium term notes, Series I, under Idaho Power’s Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, as amended and supplemented.  As of August 5, 2010, Idaho Power had not sold any first mortgage bonds or debt securities under the May 2010 shelf registration statement.

5.  NOTES PAYABLE:

Credit Facilities

IDACORP has a $100 million credit facility and Idaho Power has a $300 million credit facility, both of which expire on April 25, 2012.  Commercial paper may be issued up to the amounts supported by the credit facilities.  Under these facilities the companies pay a facility fee on the commitment, quarterly in arrears, based on its rating for senior unsecured long-term debt securities without third-party credit enhancement as provided by Moody’s Investors Service and Standard & Poor’s Ratings Services.

At June 30, 2010, no loans were outstanding on either IDACORP’s facility or Idaho Power’s facility.  At June 30, 2010, Idaho Power had regulatory authority to incur up to $450 million of short-term indebtedness.

Balances and interest rates of IDACORP’s short-term borrowings were as follows at June 30, 2010, and December 31, 2009 (in thousands of dollars).

		June 30, 2010		December 31, 2009
IDACORP
	Commercial paper outstanding	$	17,500	$	53,750
	Weighted-average annual interest rate		0.46%		0.41%

Idaho Power had no short-term borrowings under its facility at either date.

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6.  COMMON STOCK:

IDACORP Common Stock

The following table summarizes shares of IDACORP common stock issued during the six months ended June 30, 2010:

		Shares issued
Balance at December 31, 2009		47,925,882
Dividend reinvestment and stock purchase plan		77,273
Employee savings plan		55,248
Long-term incentive and compensation plan (LTICP) (1)		92,743
Restricted stock plan		13,293
	Balance at June 30, 2010	48,164,439
(1)  Included in the LTICP activity are 15,800 shares that were issued pursuant to the exercise of stock options on December 30, 2009, and settled on January 4, 2010.

IDACORP enters into sales agency agreements as a means of selling its common stock from time to time.  As of June 30, 2010, there were 2.1 million shares remaining available to be sold under the current sales agency agreement.

Idaho Power Common Stock

On June 28, 2010, IDACORP contributed $10 million of additional equity to Idaho Power.  No additional shares of Idaho Power common stock were issued.

Restrictions on Dividends

A covenant under IDACORP’s credit facility and Idaho Power’s credit facility requires IDACORP and Idaho Power to maintain leverage ratios of consolidated indebtedness to consolidated total capitalization, as defined therein, of no more than 65 percent at the end of each fiscal quarter.

Idaho Power’s Revised Code of Conduct approved by the IPUC on April 21, 2008, states that Idaho Power will not pay any dividends to IDACORP that will reduce Idaho Power’s common equity capital below 35 percent of its total adjusted capital without IPUC approval.

Idaho Power’s ability to pay dividends on its common stock held by IDACORP and IDACORP’s ability to pay dividends on its common stock are limited to the extent payment of such dividends would violate the covenants in their respective credit facilities or Idaho Power’s Revised Code of Conduct.  At June 30, 2010, the leverage ratios for IDACORP and Idaho Power were 50 percent and 52 percent, respectively.  Based on these restrictions, IDACORP’s and Idaho Power’s dividends were limited to $657 million and $553 million, respectively, at June 30, 2010.  There are additional covenants, subject to exceptions, that prohibit or restrict: certain investments or acquisitions, mergers or sale or disposition of property without consent; the creation of certain liens; and any agreements restricting dividend payments to the company from any material subsidiary.  At June 30, 2010, IDACORP and Idaho Power were in compliance with all facility covenants.

Idaho Power’s articles of incorporation contain restrictions on the payment of dividends on its common stock if preferred stock dividends are in arrears.  Idaho Power has no preferred stock outstanding.

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7.  EARNINGS PER SHARE:

The following table presents the computation of IDACORP’s basic and diluted earnings per share (EPS) for the three and six months ended June 30, 2010 and 2009 (in thousands, except for per share amounts):

				Three months ended				Six months ended
				June 30,				June 30,
				2010		2009		2010		2009
Numerator:
	Net income attributable to IDACORP, Inc.			$	39,209	$	27,475	$	55,272	$	46,359
Denominator:
	Weighted-average common shares outstanding - basic				47,888		46,958		47,831		46,895
	Effect of dilutive securities:
		Options			41		9		41		11
		Restricted Stock			119		10		94		21
			Weighted-average common shares outstanding - diluted		48,048		46,977		47,966		46,927
Basic earnings per share				$	0.82	$	0.59	$	1.16	$	0.99
Diluted earnings per share				$	0.82	$	0.58	$	1.15	$	0.99

The diluted EPS computation excludes 343,835 and 344,918 options for the three and six months ended June 30, 2010, respectively, because the options’ exercise prices were greater than the average market price of the common stock during that period.  For the same periods in 2009, there were 685,581 and 686,533 options excluded from the diluted EPS computation for the same reason.  In total, 574,704 options were outstanding at June 30, 2010, with expiration dates between 2010 and 2015.

8.  COMMITMENTS:

Purchase Obligations

The following items are the only material changes to purchase obligations made outside of the ordinary course of business during the first six months of 2010:

•       Idaho Power entered into a power purchase agreement with USG Oregon, LLC for the purchase of energy from the Neal Hot Springs Unit #1 geothermal electric generation facility.  The project will be located near Vale, Oregon and the expected output will be approximately 22 megawatts (MW), with an estimated on-line date of late 2012.  Idaho Power’s purchases under the contract are expected to total $569 million from 2012 to 2037.  On May 20, 2010, the IPUC issued an order approving the purchase of energy under the agreement and stated that the purchases would be allowed as prudently incurred expenses for ratemaking purposes.

•       In the second quarter, Idaho Power entered into several purchased power agreements with wind and other alternate energy developers.  These agreements are expected to total approximately $109 million from 2011 to 2031.

•       In April 2010, Idaho Power entered into multiple service agreements with Northwest Pipeline for rate schedule TF-1, Firm Transportation.  Idaho Power estimates it will spend approximately $32 million on the firm transportation service agreements.  The service agreements commence in 2011 with varying end dates ranging through 2042.

•       In June 2010, Idaho Power entered into a contract with Union Pacific Corporation for the transportation of coal.  Idaho Power has agreed to spend approximately $47 million over the term of the contract from 2011 to 2014.

Guarantees

Idaho Power has agreed to guarantee the performance of reclamation activities and obligations at BCC, of which IERCo owns a one-third interest.  This guarantee, which is renewed each December, was $63 million at June 30,

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2010.  BCC has a reclamation trust fund set aside specifically for the purpose of paying these reclamation costs.  BCC continually assesses the adequacy of the reclamation trust fund and its estimate of future reclamation costs.  To ensure that the reclamation trust fund maintains adequate reserves, BCC has the ability to add a per-ton surcharge to coal sales.  In 2010, BCC began applying a nominal surcharge to coal sales in order to maintain adequate reserves in the reclamation trust fund.  Because of the existence of the fund and the ability to apply a per-ton surcharge, the estimated fair value of this guarantee is minimal.

IDACORP and Idaho Power enter into financial agreements and power purchase and sale agreements that include indemnification provisions relating to certain claims or liabilities that may arise from the transactions contemplated by these agreements.  Generally, a maximum obligation is not explicitly stated in the indemnification provisions and, therefore, the overall maximum amount of the obligation under such indemnifications cannot be reasonably estimated.  IDACORP and Idaho Power periodically evaluate the likelihood of incurring costs under such indemnities based on their historical experience and the evaluation of the specific indemnities.  As of June 30, 2010, management believes the likelihood is remote that IDACORP or Idaho Power would be required to perform under such indemnification provisions or otherwise incur any significant losses with respect to such indemnifications.  Neither IDACORP nor Idaho Power has recorded any liability on their respective condensed consolidated balance sheets with respect to these indemnifications.

9.  CONTINGENCIES:

In the course of their respective businesses, IDACORP, Idaho Power, and their respective subsidiaries have in the past and expect in the future to become involved in various claims, controversies, disputes, and other contingent matters, including the items described in this Note.  Some of these claims, controversies, disputes, and other contingent matters involve litigation or other contested proceedings.  IDACORP, Idaho Power, and their respective subsidiaries intend to vigorously protect and defend their interests and pursue their rights.  However, no assurance can be given as to the ultimate outcome of any particular matter because litigation and other contested proceedings are inherently subject to numerous uncertainties.  For matters that affect Idaho Power’s operations, Idaho Power intends to seek, to the extent permissible and appropriate, recovery of incurred costs through the ratemaking process.

Western Energy Proceedings at the FERC

In this report, the term “western energy situation” is used to refer to the California energy crisis that occurred during 2000 and 2001, and the energy shortages, high prices, and blackouts in the western United States.  High prices for electricity in California and in western wholesale markets during 2000 and 2001 caused numerous purchasers of electricity in those markets to initiate proceedings seeking refunds or other forms of relief and the FERC to initiate its own investigations.  Some of these proceedings (referred to in this report as the western energy proceedings) remain pending before the FERC or on appeal to the United States Court of Appeals for the Ninth Circuit (Ninth Circuit).

There are more than 200 petitions pending in the Ninth Circuit for review of numerous FERC orders regarding the western energy situation.  Decisions in these appeals may have implications with respect to other pending cases, including those to which Idaho Power or IE are parties.  Idaho Power and IE intend to vigorously defend their positions in these proceedings, but are unable to predict the outcome of these matters.  Except as to the matters described below under “Pacific Northwest Refund,” Idaho Power and IE believe that settlement releases they have obtained that are described below under “California Refund” and “Market Manipulation” will restrict potential claims that might result from the disposition of the pending Ninth Circuit review petitions and that these matters will not have a material adverse effect on their consolidated financial positions, results of operations, or cash flows.

California Refund:  This proceeding originated with an effort by agencies of the State of California and investor-owned utilities in California to obtain refunds for a portion of the spot market sales from sellers of electricity into California markets from October 2, 2000, through June 20, 2001.  The FERC has issued numerous orders establishing price mitigation plans for sales in the California wholesale electricity market, including the methodology for determining refunds.  IE and numerous other parties have petitioned the Ninth Circuit for review of the FERC’s orders on California refunds.  As additional FERC orders have been issued, further petitions for review have been filed before the Ninth Circuit, which from time to time has identified discrete cases that can proceed to briefing and decision while it stayed action on the other consolidated cases.

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On May 22, 2006, the FERC approved an Offer of Settlement between and among IE and Idaho Power, the California Parties (consisting of Pacific Gas & Electric Company, San Diego Gas & Electric Company, Southern California Edison Company, the California Public Utilities Commission, the California Electricity Oversight Board, the California Department of Water Resources (CDWR), and the California Attorney General) and additional parties that elected to be bound by the settlement.  The settlement disposed of matters encompassed by the California refund proceeding, as well as market manipulation claims and investigations relating to the western energy situation among and between the parties agreeing to be bound by it.  Although many market participants agreed to be bound by the settlement, other market participants, representing a small minority of potential refund claims, initially elected not to be bound by the settlement.  From time to time, as the California Parties have reached settlements with those other market participants, they have elected to opt into the IE-Idaho Power-California Parties’ settlement.  The settlement provided for approximately $23.7 million of IE’s and Idaho Power’s estimated $36 million rights to accounts receivable from the California Independent System Operator (Cal ISO) and the California Power Exchange (CalPX) to be assigned to an escrow account for refunds and for an additional $1.5 million of accounts receivable to be retained by the CalPX until the conclusion of the litigation.  The additional $1.5 million of accounts receivable retained by the CalPX is available to fund the claims of non-settling parties if they prevail in the remaining litigation of these California market matters.  Any additional amounts owed to non-settling parties would be funded by other amounts owed to IE and Idaho Power by the Cal ISO and CalPX, or directly by IE and Idaho Power, and any excess funds remaining at the end of the case would be returned to IE and Idaho Power.  The remaining IE and Idaho Power receivables were paid to IE and Idaho Power under the settlement.

In an August 2006 decision, the Ninth Circuit ruled that all transactions that occurred within the CalPX and the Cal ISO markets from October 2, 2000 to June 21, 2001 were proper subjects of the refund proceeding.  In that decision the Ninth Circuit refused to expand the proceedings into the bilateral market, required the FERC to consider claims that some market participants had violated governing tariff obligations at an earlier date than the refund effective date, and expanded the scope of the refund proceeding to include transactions within the CalPX and Cal ISO markets outside the limited 24-hour spot market and energy exchange transactions.  Parts of the decision exposed sellers to increased claims for potential refunds.  The Ninth Circuit issued its mandate on April 15, 2009, thereby officially returning the cases to the FERC for further action consistent with the court’s decision.

On November 19, 2009, the FERC issued an order to implement the Ninth Circuit’s remand.  The remand order established a trial-type hearing in which participants will be permitted to submit information regarding (i) specified tariff violations committed by any public utility seller from January 1, 2000 to October 2, 2000 resulting in a transaction that set a market clearing price for the trading period when the violation occurred, and (ii) claims for refunds for multi-day transactions and energy exchange transactions entered into during the refund period (October 2, 2000 to June 20, 2001).  Numerous parties, including IE and Idaho Power, filed motions to clarify the FERC’s order.  Although IE and Idaho Power are unable to predict when or how the FERC will rule on these motions, the effect of the remand order for IE and Idaho Power is confined to the minority of market participants that are not bound by the IE-Idaho Power-California Parties’ settlement described above.  On July 16, 2010, the FERC Chief Administrative Law Judge designated a presiding administrative law judge to establish hearing procedures.  IE and Idaho Power believe the remanded proceedings will not have a material adverse effect on their consolidated financial positions, results of operations, or cash flows.

In 2005, the FERC established a framework for sellers wanting to demonstrate that the generally applicable FERC refund methodology interfered with the recovery of costs.  IE and Idaho Power made such a cost filing, which was rejected by the FERC.  On June 18, 2009, FERC issued an order stating that it was not ruling on IE's and Idaho Power's request for rehearing of the cost filing rejection because their request had been withdrawn in connection with the IE-Idaho Power-California Parties' settlement. On July 8, 2009, IE and Idaho Power sought further rehearing at the FERC because their withdrawal pertained only to the parties with whom IE and Idaho Power had settled.  On June 18, 2009, in a separate order, the FERC ruled that only net refund recipients were responsible for the costs associated with cost filings.  While most net refund recipients are bound by the settlement, until the Cal ISO completes its refund calculations it is uncertain whether there are any net refund recipients who are not bound by the settlement.  If there are no such parties, then IE's and Idaho Power's request for rehearing will be moot.  On May 18, 2010, the FERC denied rehearing.  On June 25, 2010, IE and Idaho Power filed a petition for review of the pertinent FERC orders in the Ninth Circuit.  IE and Idaho Power are unable to predict how or when the Ninth Circuit might rule, but the effect of any such ruling is confined to obligations of IE and Idaho Power to the small minority of

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claims of market participants that are not bound by the settlement.  Accordingly, IE and Idaho Power believe this matter will not have a material adverse effect on their consolidated financial positions, results of operations, or cash flows.

Market Manipulation:  On June 25, 2003, the FERC ordered approximately 50 entities that participated in the western wholesale power markets between January 1, 2000 and June 20, 2001, including Idaho Power, to show cause why certain trading practices did not constitute gaming or other forms of proscribed market behavior in concert with another party (partnership) in violation of the Cal ISO and CalPX Tariffs.  In 2004, the FERC dismissed the partnership show cause proceeding against Idaho Power.  Later in 2004, the FERC approved a settlement of the gaming proceeding without finding of wrongdoing by Idaho Power.

The orders establishing the scope of the show cause proceedings are presently the subject of review petitions in the Ninth Circuit.  On March 29, 2010, IE and Idaho Power filed a motion with the Ninth Circuit to dismiss 11 of the 12 petitions for review of the FERC’s orders establishing the scope of the show cause proceedings as they relate to IE and Idaho Power.  Although IE and Idaho Power had obtained the consent to the motion from the 11 petitioners in those proceedings, the Ninth Circuit misconstrued the motion and instead granted on April 1, 2010 a motion to withdraw IE and Idaho Power interventions in the review proceedings.  On April 9, 2010, with the consent of the same 11 petitioners, IE and Idaho Power filed a motion for reconsideration with the Ninth Circuit, again requesting dismissal of the 11 petitions as they pertain to IE and Idaho Power.  On May 28, 2010, the Ninth Circuit denied reconsideration.  Although IE and Idaho Power are unable to predict how or when the Ninth Circuit will act on the review petitions, in light of the settlement described above, IE and Idaho Power believe this matter will not have a material adverse effect on their consolidated financial positions, results of operations, or cash flows.

On June 25, 2003, the FERC also issued an order instituting an investigation of anomalous bidding behavior and practices in the western wholesale markets for the time period May 1, 2000 through October 1, 2000, but the FERC terminated its investigations as to Idaho Power on May 12, 2004.  California government agencies and California investor-owned utilities have appealed the FERC’s termination of this investigation as to Idaho Power and more than 30 other market participants.  IE and Idaho Power are unable to predict the outcome of these petitions for review proceedings, but believe that the settlement releases govern any potential claims that might arise and that this matter will not have a material adverse effect on their consolidated financial positions, results of operations, or cash flows.

Pacific Northwest Refund:  On July 25, 2001, the FERC issued an order establishing a proceeding separate from the California refund proceeding to determine whether there may have been unjust and unreasonable charges for spot market sales in the Pacific Northwest during the period December 25, 2000 through June 20, 2001, because the spot market in the Pacific Northwest was affected by the dysfunction in the California market.  In 2003, the FERC terminated the proceeding and declined to order refunds, but in 2007 the Ninth Circuit issued an opinion, in Port of Seattle, Washington v. FERC, remanding to the FERC the orders that declined to require refunds.  The Ninth Circuit’s opinion instructed the FERC to consider whether evidence of market manipulation would have altered the agency’s conclusions about refunds and directed the FERC to include sales originating in the Pacific Northwest to the CDWR in the scope of proceeding.  The Ninth Circuit officially returned the case to the FERC on April 16, 2009.  On September 4, 2009, IE and Idaho Power joined with a number of other parties in a joint petition for a writ of certiorari to the U.S. Supreme Court, which was denied on January 11, 2010.

In separate filings, the California Parties, which no longer include the California Electricity Oversight Board, and the City of Tacoma, Washington (Tacoma) and the Port of Seattle, Washington (Port of Seattle) asked the FERC to reorganize and restructure the case to enable them to pursue claims that all spot market sales in the Cal ISO and CalPX markets and in the Pacific Northwest from January 1, 2000 through June 20, 2001 should be subject to refund and repriced, because market manipulation and tariff violations affected spot market prices.  Their requests would expand the scope of the refund period in the Pacific Northwest proceeding from the December 25, 2000 through June 20, 2001 period previously considered by the FERC.  On May 22, 2009, the California Parties filed a motion with the FERC to sever claims regarding sales originating in the Pacific Northwest to CDWR from the remainder of the Pacific Northwest proceedings and to consolidate their claims regarding these sales with ongoing proceedings in cases that IE and Idaho Power have settled, as well as with a new complaint filed on May 22, 2009 by the California Attorney General against parties with whom the California Parties have not settled (Brown Complaint).  IE and Idaho Power, along with a number of other parties, filed their opposition to the motion of the California Parties. 

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Many other parties also filed responses to the motion of the California Parties.  Tacoma and the Port of Seattle jointly filed a motion on August 4, 2009 with the FERC in connection with the California refund proceeding, the Lockyer remand pending before the FERC (involving claims of failure to file quarterly transaction reports with the FERC, from which IE and Idaho Power previously were dismissed), the Brown Complaint, and the Pacific Northwest refund remand proceeding.  The Tacoma and the Port of Seattle motion asks the FERC to require refunds from all sellers in the Pacific Northwest spot markets for the expanded period (January 1, 2000 through June 20, 2001).  IE and Idaho Power joined with a number of other sellers in the Pacific Northwest markets during 2000 and 2001 in opposing the motion of Tacoma and the Port of Seattle.  On April 19, 2010, the California Parties filed a motion with the FERC renewing the requests contained in their May 22, 2009 motion and on May 3, 2010, IE and Idaho Power joined with a number of other parties opposing the renewal request.  On July 21, 2010, the Port of Seattle and Tacoma once again filed a motion requesting that the FERC either summarily dispose of the case or set it for hearing, and the California Parties, answering a pleading in the Brown Complaint, renewed their request for consolidation.  The FERC has not acted on the Ninth Circuit remand or the motions.  IE and Idaho Power intend to vigorously defend their positions in these proceedings but are unable to predict the outcome of these matters or estimate the impact these matters may have on their consolidated financial positions, results of operations, or cash flows.

Sierra Club Lawsuit – Bridger

In February 2007, the Sierra Club and the Wyoming Outdoor Council filed a complaint against PacifiCorp in the U.S. District Court for the District of Wyoming alleging thousands of violations by PacifiCorp of air quality opacity standards at the Jim Bridger coal-fired plant in Sweetwater County, Wyoming.  Opacity is an indication of the amount of light obscured by the flue gas of a power plant.  The complaint sought a declaration that PacifiCorp had violated opacity limits, a permanent injunction ordering PacifiCorp to comply with such limits, civil penalties and reimbursement of plaintiffs’ costs of litigation.  Idaho Power was not a party to this proceeding but has a one-third ownership interest in the plant.  PacifiCorp owns a two-thirds interest and is the operator of the plant.  On April 15, 2010, the parties jointly filed a proposed consent decree resolving the pending litigation, and the consent decree was entered by the court on June 8, 2010.  Idaho Power is fully reserved for the contingency, and entry of the consent decree will not have a material adverse effect on Idaho Power’s consolidated financial position, results of operations, or cash flows.

Sierra Club Lawsuit – Boardman

In September 2008, the Sierra Club and four other non-profit corporations filed a complaint against Portland General Electric Company (PGE) in the U.S. District Court for the District of Oregon alleging opacity permit limit violations at the Boardman coal-fired plant located in Morrow County, Oregon.  The complaint also alleged violations of the Clean Air Act, related federal regulations, and the Oregon State Implementation Plan relating to PGE’s construction and operation of the plant.  The complaint sought a declaration that PGE had violated opacity limits, a permanent injunction ordering PGE to comply with such limits, injunctive relief requiring PGE to remediate alleged environmental damage and ongoing impacts, civil penalties of up to $32,500 per day per violation, and reimbursement of plaintiffs’ costs of litigation, including reasonable attorneys’ fees.  Idaho Power is not a party to this proceeding but has a 10 percent ownership interest in the Boardman plant.  PGE owns 65 percent of the plant and is the operator of the plant.  On December 5, 2008, PGE filed a motion to dismiss nine of the twelve claims asserted by the plaintiffs in their complaint, and on September 30, 2009, the court denied most of PGE’s motion to dismiss.  Idaho Power continues to monitor the status of this matter but is unable to predict its outcome or what effect this matter may have on its consolidated financial position, results of operations, or cash flows.

Snake River Basin Adjudication

Idaho Power is engaged in the Snake River Basin Adjudication (SRBA), a general stream adjudication commenced in 1987, to define the nature and extent of water rights in the Snake River Basin in Idaho, including the water rights of Idaho Power.

On March 25, 2009, Idaho Power and the State of Idaho entered into a settlement agreement with respect to the 1984 Swan Falls Agreement and Idaho Power's water rights under the Swan Falls Agreement, which settlement agreement is subject to certain conditions discussed below.  The settlement agreement will also resolve litigation

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between Idaho Power and the State of Idaho relating to the Swan Falls Agreement that was filed by Idaho Power on May 10, 2007, with the Idaho District Court for the Fifth Judicial Circuit, which has jurisdiction over SRBA matters, including the Swan Falls case.

The settlement agreement resolves the pending litigation by clarifying that Idaho Power’s water rights in excess of minimum flows at its hydroelectric facilities between Milner Dam and Swan Falls Dam are subordinate to future upstream beneficial uses, including aquifer recharge.  The agreement commits the State of Idaho and Idaho Power to further discussions on important water management issues concerning the Swan Falls Agreement and the management of water in the Snake River Basin.  It also recognizes that water management measures that enhance aquifer levels, springs and river flows, such as aquifer recharge projects, benefit both agricultural development and hydropower generation and deserve study to determine their economic potential, their impact on the environment, and their impact on hydropower generation.  These will be a part of the Comprehensive Aquifer Management Plan (CAMP) approved by the Idaho Water Resource Board for the Eastern Snake Plain Aquifer (ESPA), which includes limits on the amount of aquifer recharge.  Idaho Power is a member of the ESPA CAMP advisory committee and implementation committee.

On April 24, 2009, the Governor of Idaho signed into law legislation approving provisions contained in the settlement agreement.  On May 6, 2009, as part of the settlement, Idaho Power, the Governor of Idaho, and the Idaho Water Resource Board executed a memorandum of agreement relating to future aquifer recharge efforts and further assurances as to limitations on the amount of aquifer recharge.  Idaho Power and the State of Idaho also filed a joint motion to the SRBA court to dismiss the Swan Falls case and enter the stipulated water right decrees set forth in the settlement agreement.  Parties representing groundwater users in the Eastern Snake Plain Aquifer objected to some of the language proposed by Idaho Power and the State of Idaho relating to water rights in the decrees to be entered by the SRBA court as contemplated by the settlement agreement.  Specifically, the concerns relate to the language describing the subordination of the rights and its interplay with the original Swan Falls settlement document and implementing legislation.  On January 4, 2010, the court issued an order approving the overall settlement subject to certain modifications to the draft water right decrees proposed by the company and the State of Idaho.  Idaho Power continues to work with the State of Idaho and the parties to reach an agreement consistent with the court’s order regarding the language of the decrees.

U.S. Bureau of Reclamation Proceedings

Idaho Power filed a complaint on October 15, 2007, and an amended complaint on September 30, 2008, in the U.S. District Court of Federal Claims in Washington, D.C. against the U.S. Bureau of Reclamation (USBR).  The complaint relates to a 1923 contract right for delivery of water to Idaho Power’s hydropower projects on the Snake River, to recover damages from the USBR for the lost generation resulting from reduced flows, and for a prospective declaration of contractual rights and obligations of the parties.  Over the past several months, Idaho Power has been working with the U.S. and Idaho interests (including the State of Idaho and upstream water users) in an effort to resolve certain state water right issues pending in the SRBA that are common to both the SRBA and the pending federal case.  Current discussions primarily relate to modification to state policy and the Idaho water plan that promote more efficient operation of the upper Snake River reservoir system to optimize the release and shaping of Snake River flows for hydroelectric generation downstream during the high-load winter months.  In an effort to promote efficiency, the parties have agreed to present certain legal issues associated with the 1923 contract to the court in the SRBA case that are expected to resolve issues in the pending federal case.  The SRBA court has scheduled the presentation of these issues to the court by the fall of 2010.  Idaho Power and the USBR have agreed to stay further proceedings in the federal case pending the resolution of these issues in the SRBA case.  Idaho Power is unable to predict the outcome of this matter or what effect it may have on its financial position, results of operations, or cash flows.

Oregon Trail Heights Fire

On August 25, 2008, a fire ignited beneath an Idaho Power distribution line in Boise, Idaho.  It was fanned by high winds and spread rapidly, resulting in one death, the destruction of 10 homes, and damage or alleged fire-related losses to approximately 30 others.  Following the investigation, the Boise Fire Department determined that the fire was linked to a piece of line hardware on one of Idaho Power's distribution poles and that high winds contributed to the fire and its resultant damage.  Idaho Power has received notice of claims from a number of the homeowners and

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their insurers and while it has continued investigation of these claims, Idaho Power has reached settlements with a number of the individuals or their insurers who have alleged damages resulting from the fire.  Idaho Power is insured up to policy limits against liability for claims in excess of its self-insured retention.  Idaho Power has accrued a reserve for any loss that is probable and reasonably estimable, including insurance deductibles, and believes this matter will not have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Other Legal Proceedings

IDACORP, Idaho Power, and/or IE are parties to legal claims, actions, and proceedings in addition to those discussed above.  Resolution of any of these matters will take time and the companies cannot predict the outcome of any of these proceedings.  The companies currently believe that their reserves are adequate for these matters and that resolution of these matters, taking into account existing reserves, will not have a material adverse effect on IDACORP’s or Idaho Power’s consolidated financial positions, results of operations, or cash flows.

10.  BENEFIT PLANS:

Idaho Power has a noncontributory defined benefit pension plan covering most employees.  The benefits under the plan are based on years of service and the employee’s final average earnings.  In addition, Idaho Power has a nonqualified deferred compensation plan for certain senior management employees and directors called the Senior Management Security Plan (SMSP).  Idaho Power also maintains a defined benefit postretirement plan (consisting of health care and death benefits) that covers all employees who were enrolled in the active group plan at the time of retirement as well as their spouses and qualifying dependents.  Idaho Power also has an Employee Savings Plan that complies with Section 401(k) of the Internal Revenue Code and covers substantially all employees.  Idaho Power matches specified percentages of employee contributions to the Employee Savings Plan.

The following table shows the components of net periodic benefit costs for the pension, SMSP, and postretirement benefits plans for the three months ended June 30 (in thousands of dollars):

							Senior Management				Postretirement
			Pension Plan				Security Plan				Benefits
			2010		2009		2010		2009		2010		2009
Service cost			$	4,277	$	4,052	$	386	$	403	$	340	$	278
Interest cost				7,229		6,985		751		713		897		900
Expected return on plan assets				(6,277)		(5,895)		-		-		(640)		(545)
Amortization of transition obligation				-		-		-		-		510		510
Amortization of prior service cost				162		163		58		58		(134)		(133)
Amortization of net loss				1,913		2,308		233		165		144		231
	Net periodic benefit cost			7,304		7,613		1,428		1,339		1,117		1,241
Costs not recognized due to the
	effects of regulation (1)			(6,599)		(7,613)		-		-		-		-
	Net periodic benefit cost
		recognized for financial
		reporting (2)	$	705	$	-	$	1,428	$	1,339	$	1,117	$	1,241
(1)   Under IPUC order, income statement recognition of Pension Plan costs has been deferred until costs are recovered through rates. See Note 3 - "Regulatory Matters" for information on Idaho Power's 2010 pension rate filing.
(2)  Net periodic benefit costs for the pension plan are recognized for the Oregon jurisdiction and non-regulated subsidiaries, and beginning in June 2010, for the Idaho and FERC jurisdictions.

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The following table shows the components of net periodic benefit costs for the six months ended June 30 (in thousands of dollars):

							Senior Management				Postretirement
			Pension Plan				Security Plan				Benefits
			2010		2009		2010		2009		2010		2009
Service cost			$	8,836	$	8,257	$	771	$	805	$	680	$	610
Interest cost				14,560		13,932		1,502		1,427		1,795		1,782
Expected return on plan assets				(12,577)		(11,983)		-		-		(1,280)		(1,073)
Amortization of transition obligation				-		-		-		-		1,020		1,020
Amortization of prior service cost				325		326		116		116		(268)		(267)
Amortization of net loss				3,838		4,428		466		330		287		421
	Net periodic benefit cost			14,982		14,960		2,855		2,678		2,234		2,493
Costs not recognized due to the
	effects of regulation(1)			(14,026)		(14,960)		-		-		-		-
	Net periodic benefit cost
		recognized for financial
		reporting (2)	$	956	$	-	$	2,855	$	2,678	$	2,234	$	2,493
(1)  Under IPUC order, income statement recognition of Pension Plan costs has been deferred until costs are recovered through rates.  See Note 3 – “Regulatory Matters” for information on Idaho Power’s 2010 pension rate filing.
(2)  Net periodic benefit costs for the pension plan are recognized for the Oregon jurisdiction and non-regulated subsidiaries, and beginning in June 2010, for the Idaho and FERC jurisdictions.

Benefit Plan-Related Legislation

The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act were enacted in March 2010.  One provision of this legislation eliminates the deductibility of employer health care costs for retiree prescription drug expenses that are covered by federal subsidy payments equivalent to Medicare Part D.  While this provision is not effective until 2013, relevant income tax accounting guidance requires recognition of the future effects of new law in the period of enactment.  Due to the regulatory treatment of postretirement benefit costs, the increase in certain postretirement costs relating to the legislation is deferred as a regulatory asset.  See Note 2 – “Income Taxes” for the tax impacts recorded as a result of this legislation.

In June 2010, the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 was signed into law, which permits employers to choose between two alternative funding options for defined benefit pension plans for any two plan years between 2008 and 2011, either (i) amortizing the funding shortfall for the applicable years over 15 years or (ii) paying interest only on the applicable plan years’ funding shortfall for two plan years followed by amortization of the actual shortfall for 7 years.  Idaho Power is currently evaluating the new legislation and its potential impacts, but no decision has been made in regard to this act.  If an alternate funding option is elected, it would reduce near-term required contributions to the plan by spreading them over a longer time period.  Unless Idaho Power elects to utilize an alternative amortization schedule under the new legislation, minimum required contributions to the pension plan is $6 million in the third quarter of 2010, and are estimated to be $44 million, $47 million, $39 million, and $40 million in 2011, 2012, 2013, and 2014, respectively.  Idaho Power may elect to make contributions earlier than the required dates.

The legislation does not eliminate Idaho Power’s obligation to fully fund the pension plan.  In addition, the legislation outlines penalties in the form of increased pension contributions from an employer that elects one of the funding relief options at the same time that employer (or entities within its ERISA-controlled group) awards “excess employee compensation” (generally compensation over $1 million per year paid to an employee), grants “excessive” dividends, or effects specified stock redemptions.  Idaho Power will evaluate the legislation and its alternatives further prior to electing an alternative, if any.  See Note 3 - “Regulatory Matters” for a discussion of Idaho Power’s recovery of pension plan contributions through the ratemaking process.

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11.  INVESTMENTS IN DEBT AND EQUITY SECURITIES:

Investments in debt and equity securities classified as available-for-sale securities are reported at fair value, using either specific identification or average cost to determine the cost for computing gains or losses.  Any unrealized gains or losses on available-for-sale securities are included in other comprehensive income.

Investments classified as held-to-maturity securities are reported at amortized cost.  Held-to-maturity securities are investments in debt securities for which the companies have the positive intent and ability to hold the securities until maturity.

The following table summarizes investments in debt and equity securities of IDACORP and Idaho Power as of June 30, 2010 and December 31, 2009 (in thousands of dollars):

June 30, 2010

December 31, 2009

Gross

Gross

Gross

Gross

Unrealized

Unrealized

Fair

Unrealized

Unrealized

Fair

Gain

Loss

Value

Gain

Loss

Value

Available-for-sale securities

$

1,731

$

-

$

16,281

$

2,989

$

-

$

18,842

At the end of each reporting period, IDACORP and Idaho Power analyze securities in loss positions to determine whether they have experienced a decline in market value that is considered other-than-temporary.  At June 30, 2010 and December 31, 2009, no securities were in an unrealized loss position.

The following table summarizes sales of available-for-sale securities for the three and six months ended June 30, 2010 and 2009 (in thousands of dollars):

	Three months ended				Six months ended
	June 30,				June 30,
	2010		2009		2010		2009
Proceeds from sales	$	-	$	4,103	$	-	$	8,965
Gross realized gains from sales		-		-		-		11
Gross realized losses from sales		-		35		-		35

12.  DERIVATIVE FINANCIAL INSTRUMENTS:

Commodity Price Risk

In connection with its ongoing business operations, Idaho Power is exposed to market risks relating to changes in electricity and natural gas commodity prices and certain other fuel prices, which are heavily influenced by supply and demand.  Market risk may also be influenced by market participants’ nonperformance of their contractual obligations and commitments, which affects the supply of, or demand for, the commodity.  Idaho Power utilizes derivative instruments, such as physical and financial forward contracts, for both electricity and fuel in order to manage the risks relating to these commodity price exposures.  The objective of Idaho Power’s energy purchase and sale activity is to meet the demand of retail electric customers, maintain appropriate physical reserves to ensure reliability, and make economic use of temporary surpluses that may develop.

All derivative instruments are recognized as either assets or liabilities at fair value on the balance sheet.  Idaho Power’s physical forward contracts, including renewable energy certificates, qualify for the normal purchases and normal sales exception to derivative accounting requirements with the exception of forward contracts for the purchase of natural gas for use at Idaho Power’s natural gas generation facilities.  Because of Idaho Power’s power cost adjustment mechanisms, Idaho Power records the changes in fair value of derivative instruments related to power supply as regulatory assets or liabilities.

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Idaho Power had the following volumes of derivative commodity forward contracts, entered into for the purpose of economically hedging forecasted purchases and sales, outstanding at June 30, 2010 and 2009:

		June 30,
Commodity	Units	2010	2009
Electricity purchases	MWh	875,650	564,800
Electricity sales	MWh	367,225	220,000
Natural gas purchases	MMBtu	1,898,750	2,797,750
Diesel purchases	Gallons	447,309	446,150

The following tables present the fair values and locations of derivatives not designated as hedging instruments recorded in the balance sheets at June 30, 2010 and December 31, 2009 (in thousands of dollars):

Commodity Derivatives			Asset Derivatives			Liability Derivatives
			Balance Sheet	Fair		Balance Sheet	Fair
June 30, 2010			Location	Value		Location	Value
Current:
	Financial swaps		Other current assets	$	17	Other current assets	$	-
	Financial swaps		Other current liabilities		-	Other current liabilities		3,889
	Forward contracts		Other current liabilities		-	Other current liabilities		384
Long-term:
	Financial swaps		Other assets		120	Other assets		-
	Financial swaps		Other liabilities		-	Other liabilities		2,387
		Total		$	137		$	6,660

December 31, 2009
Current:
	Financial swaps		Other current assets	$	2,931	Other current assets	$	2,087
	Financial swaps		Other current liabilities		9	Other current liabilities		610
	Forward contracts		Other current assets		354	Other current assets		-
Long-term:
	Financial swaps		Other assets		442	Other assets		229
		Total		$	3,736		$	2,926

The following table presents the effect on income of derivatives not designated as hedging instruments for the three and six months ended June 30, 2010 and 2009 (in thousands of dollars):

		Location of Gain/(Loss)	Amount of Gain/(Loss)
		Recognized in Income on	Recognized in Income on
Commodity Derivatives		Derivative	Derivative(1)
Three months ended June 30, 2010:
	Financial swaps	Off-system sales	$	496
	Financial swaps	Purchased power		(2,223)
Three months ended June 30, 2009:
	Financial swaps	Off-system sales		2,287
	Financial swaps	Purchased power		(1,664)
Six months ended June 30, 2010:
	Financial swaps	Off-system sales	$	952
	Financial swaps	Purchased power		(2,385)
Six months ended June 30, 2009:
	Financial swaps	Off-system sales		2,287
	Financial swaps	Purchased power		(2,421)
(1)  Excludes changes in fair value of derivatives, which are recorded on the balance sheet as regulatory assets or regulatory liabilities.

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Settlement gains and losses on electricity swap contracts are recorded on the income statement in off-system sales or purchased power depending on the forecasted position being economically hedged by the derivative contract.  Settlement gains and losses on both financial and physical contracts for natural gas are reflected in fuel expense.  Settlement gains and losses on diesel derivatives, which are recorded in fuel stock on the balance sheet, were immaterial for the three and six months ended June 30, 2010.  See Note 13 - “Fair Value Measurements” for additional information concerning the determination of fair value for Idaho Power’s assets and liabilities from price risk management activities.

Credit Risk

At June 30, 2010, Idaho Power does not have material credit exposure from financial instruments, including derivatives.  Idaho Power monitors credit risk exposure through reviews of counterparty credit quality, corporate-wide counterparty credit exposure, and corporate-wide counterparty concentration levels.  Idaho Power manages these risks by establishing appropriate credit and concentration limits on transactions with counterparties and requiring contractual guarantees, cash deposits, or letters of credit from counterparties or their affiliates, as deemed necessary.  The majority of Idaho Power’s contracts are under the form of the Western Systems Power Pool agreement that provides for adequate assurances if a counterparty has debt that is downgraded to below investment grade by at least one rating agency.  Idaho Power also requires North American Energy Standards Board contracts as necessary for physical gas transactions, and International Swaps and Derivatives Association, Inc. contracts as needed for financial transactions.

Credit-Contingent Features

Certain of Idaho Power’s derivative instruments contain provisions that require Idaho Power’s unsecured debt to maintain an investment grade credit rating from each of the major credit rating agencies.  If Idaho Power’s unsecured debt were to fall below investment grade, it would be in violation of these provisions, and the counterparties to the derivative instruments could request immediate payment or demand immediate and ongoing full overnight collateralization on derivative instruments in net liability positions.  The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position on June 30, 2010, was $10 million.  Idaho Power had posted $7 million of collateral related to this amount.  If the credit-risk-related contingent features underlying these agreements were triggered on June 30, 2010, Idaho Power would have been required to post $1 million of additional cash collateral to its counterparties.

13.  FAIR VALUE MEASUREMENTS:

IDACORP and Idaho Power have categorized their financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).  If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded on the condensed consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

•         Level 1:  Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that IDACORP and Idaho Power has the ability to access.

•         Level 2:  Financial assets and liabilities whose values are based on the following:

a)       Quoted prices for similar assets or liabilities in active markets;

b)       Quoted prices for identical or similar assets or liabilities in non-active markets;

c)       Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

d)       Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

IDACORP and Idaho Power Level 2 inputs are based on quoted market prices adjusted for location using corroborated, observable market data.

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•         Level 3:  Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Idaho Power’s derivatives are contracts entered into as part of its management of loads and resources.  Electricity swaps are valued on the Intercontinental Exchange with quoted prices in an active market.  Natural gas and diesel derivative valuations are performed using New York Mercantile Exchange (NYMEX) pricing, adjusted for basis location, which are also quoted under NYMEX.  Trading securities consists of employee-directed investments held in a Rabbi Trust and are related to an executive deferred compensation plan.  Available-for-sale securities are related to the SMSP and are held in a Rabbi Trust and are actively traded money market and equity funds with quoted prices in active markets.

The table below presents information about IDACORP’s and Idaho Power’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2010, and December 31, 2009 (in thousands of dollars).  IDACORP’s and Idaho Power’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy.  There were no transfers between levels for the periods presented.

		Quoted Prices in		Significant		Significant
		Active Markets		Other		Unobservable
		for Identical		Observable		Inputs
		Assets (Level 1)		Inputs (Level 2)		(Level 3)		Total
June 30, 2010
IDACORP
Assets:
	Derivatives	$	137	$	-	$	-	$	137
	Money market funds		11,776		-		-		11,776
	Trading securities:  Equity securities		4,599		-		-		4,599
	Available-for-sale securities:  Equity securities		16,281		-		-		16,281
Liabilities:
	Derivatives	$	(2,810)	$	(384)	$	-	$	(3,194)
Idaho Power
Assets:
	Derivatives	$	137	$	-	$	-	$	137
	Money market funds		10,000		-		-		10,000
	Trading securities:  Equity securities		4,089		-		-		4,089
	Available-for-sale securities:  Equity securities		16,281		-		-		16,281
Liabilities:
	Derivatives	$	(2,810)	$	(384)	$	-	$	(3,194)
December 31, 2009
IDACORP
Assets:
	Derivatives	$	1,056	$	354	$	-	$	1,410
	Money market funds		38,221		-		-		38,221
	Trading securities:  Equity securities		6,286		-		-		6,286
	Available-for-sale securities:  Equity securities		18,842		-		-		18,842
Liabilities:
	Derivatives	$	(601)	$	-	$	-	$	(601)
Idaho Power
Assets:
	Derivatives	$	1,056	$	354	$	-	$	1,410
	Money market funds		19,364		-		-		19,364
	Trading securities:  Equity securities		5,217		-		-		5,217
	Available-for-sale securities:  Equity securities		18,842		-		-		18,842
Liabilities:
	Derivatives	$	(601)	$	-	$	-	$	(601)

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The table below presents the carrying value and estimated fair value of financial instruments that are not reported at fair value, as of June 30, 2010 and December 31, 2009, using available market information and appropriate valuation methodologies.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.  Cash and cash equivalents, deposits, customer and other receivables, notes payable, accounts payable, interest accrued, and taxes accrued are reported at their carrying value as these are a reasonable estimate of their fair value.  The estimated fair values for notes receivable and long-term debt are based upon quoted market prices of the same or similar issues or discounted cash flow analyses as appropriate.

		June 30, 2010				December 31, 2009
		Carrying		Estimated		Carrying		Estimated
		Amount		Fair Value		Amount		Fair Value
		(thousands of dollars)
IDACORP
Assets:
	Notes receivable	$	2,946	$	2,946	$	2,946	$	2,946
Liabilities:
	Long-term debt		1,421,526		1,490,961		1,422,130		1,406,815
Idaho Power
Liabilities:
	Long-term debt	$	1,412,791	$	1,482,307	$	1,413,854	$	1,398,681

14.  SEGMENT INFORMATION:

IDACORP’s only reportable segment is utility operations.  The utility operations segment’s primary source of revenue is the regulated operations of Idaho Power.  Idaho Power’s regulated operations include the generation, transmission, distribution, purchase, and sale of electricity.  This segment also includes income from IERCo, a wholly-owned subsidiary of Idaho Power that is also subject to regulation and is a one-third owner of BCC, an unconsolidated joint venture.

IDACORP’s other operating segments are below the quantitative and qualitative thresholds for reportable segments and are included in the “All Other” category.  This category is comprised of IFS’s investments in affordable housing developments and historic rehabilitation projects, Ida-West’s joint venture investments in small hydroelectric generation projects, the remaining activities of energy marketer IE, which wound down its operations in 2003, and IDACORP’s holding company expenses.

The following table summarizes the segment information for IDACORP’s utility operations and the total of all other segments, and reconciles this information to total enterprise amounts (in thousands of dollars):

		Utility		All				Consolidated
		Operations		Other		Eliminations		Total
Three months ended June 30, 2010:
	Revenues	$	240,790	$	963	$	-	$	241,753
	Income attributable to IDACORP, Inc.		38,828		381		-		39,209
Total assets at June 30, 2010		$	4,157,515	$	144,879	$	(21,607)	$	4,280,787
Three months ended June 30, 2009:
	Revenues	$	242,518	$	1,116	$	-	$	243,634
	Income attributable to IDACORP, Inc.		26,326		1,149		-		27,475
Six months ended June 30, 2010:
	Revenues	$	493,250	$	1,466	$	-	$	494,716
	Income (loss) attributable to IDACORP, Inc.		57,049		(1,777)		-		55,272
Six months ended June 30, 2009:
	Revenues	$	470,547	$	1,661	$	-	$	472,208
	Income attributable to IDACORP, Inc.		45,610		749		-		46,359

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of IDACORP, Inc.
Boise, Idaho

We have reviewed the accompanying condensed consolidated balance sheet of IDACORP, Inc. and subsidiaries (the “Company”) as of June 30, 2010, and the related condensed consolidated statements of income and comprehensive income for the three-month and six-month periods ended June 30, 2010 and 2009 and of equity and cash flows for the six-month periods ended June 30, 2010 and 2009.  These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of IDACORP, Inc. and subsidiaries as of December 31, 2009, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein); and in our report dated February 23, 2010, we expressed an unqualified opinion on those consolidated financial statements, which included an explanatory paragraph related to the adoption of accounting guidance for noncontrolling interests in consolidated financial statements and guidance for accounting for uncertainty in income taxes.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2009 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Boise, Idaho
August 5, 2010

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of Idaho Power Company
Boise, Idaho

We have reviewed the accompanying condensed consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiary (the “Company”) as of June 30, 2010, and the related condensed consolidated statements of income and comprehensive income for the three-month and six-month periods ended June 30, 2010 and 2009, and of cash flows for the six-month periods ended June 30, 2010 and 2009.  These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet and statement of capitalization of Idaho Power Company and subsidiary as of December 31, 2009, and the related consolidated statements of income, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated February 23, 2010, we expressed an unqualified opinion on those consolidated financial statements, which included an explanatory paragraph related to the adoption of guidance for accounting for uncertainty in income taxes.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet and statement of capitalization as of December 31, 2009 is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Boise, Idaho
August 5, 2010

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 ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Megawatt-hours (MWh) and dollar amounts, other than earnings per share, are in thousands unless otherwise indicated).

INTRODUCTION

In Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), the general financial condition and results of operations for IDACORP, Inc. and its subsidiaries (collectively, IDACORP) and Idaho Power Company and its subsidiary (collectively, Idaho Power) are discussed.

IDACORP is a holding company formed in 1998 whose principal operating subsidiary is Idaho Power.  IDACORP is subject to the provisions of the Public Utility Holding Company Act of 2005, which provides certain access to books and records to the Federal Energy Regulatory Commission (FERC) and state utility regulatory commissions and imposes certain record retention and reporting requirements on IDACORP.  IDACORP’s common stock is listed and trades on the New York Stock Exchange under the trading symbol “IDA.”

Idaho Power is an electric utility with a service territory covering approximately 24,000 square miles in southern Idaho and eastern Oregon.  Idaho Power provided electric service to 490,470 general business customers as of June 30, 2010.  Idaho Power is regulated by the FERC and the state regulatory commissions of Idaho and Oregon.  Idaho Power is the parent of Idaho Energy Resources Co. (IERCo), a joint venturer in Bridger Coal Company (BCC), which mines and supplies coal to the Jim Bridger generating plant owned in part by Idaho Power.  Idaho Power generates revenues and cash flows primarily from the sale and distribution of electricity to customers in its Oregon and Idaho service territory, as well as from the wholesale sale and transmission of electricity.  Idaho Power’s revenues and income from operations are subject to fluctuations during the year due to the impacts of seasonal weather conditions on demand for electricity, price changes, customer usage patterns (which are affected in large part by the condition of the local economy), and the availability and price of purchased power and fuel.  Idaho Power is a dual peaking utility that typically experiences its highest retail energy sales during the summer irrigation and cooling season, with a lower peak in the winter that generally results from heating demand.  IDACORP’s and Idaho Power’s financial condition is also affected by regulatory decisions, through which Idaho Power seeks to recover its costs, including purchased power and fuel costs, on a timely basis, and to earn an authorized return on investment, and by the ability to obtain financing through the issuance of debt and/or equity securities.

IDACORP’s other subsidiaries include IDACORP Financial Services, Inc. (IFS), an investor in affordable housing and other real estate investments; Ida-West Energy Company (Ida-West), an operator of small hydroelectric generation projects that satisfy the requirements of the Public Utility Regulatory Policies Act (PURPA); and IDACORP Energy (IE), a marketer of energy commodities, which wound down operations in 2003.

While reading the MD&A, please refer to the accompanying condensed consolidated financial statements of IDACORP and Idaho Power.  This discussion updates the MD&A included in the Annual Report on Form 10-K for the year ended December 31, 2009, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and should be read in conjunction with the discussions in those reports.

FORWARD-LOOKING INFORMATION

In addition to the historical information contained in this report, this report includes forward-looking statements.  In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, IDACORP and Idaho Power are hereby filing cautionary statements identifying important factors that could cause actual results to differ materially from those projected in forward-looking statements, made by or on behalf of IDACORP or Idaho Power in this report, in presentations, in response to questions or otherwise.  Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance, often, but not always, through the use of words or phrases such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "may result," "may continue," or similar expressions, are not statements of historical facts and may be forward-looking.  Forward-looking statements are not guarantees of future performance and involve estimates, assumptions, risks, and uncertainties and are qualified in their entirety by reference to, and are

39

accompanied by, the following important factors that could cause actual results or outcomes to differ materially from those expressed.  In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those discussed in forward-looking statements include those factors discussed in IDACORP’s and Idaho Power’s 2009 Annual Report on Form 10-K, particularly Item 1A – “Risk Factors,” as updated by Part II, Item 1A of this Quarterly Report on Form 10-Q, and the following important factors:

• The effect of regulatory decisions by the Idaho Public Utilities Commission, the Oregon Public Utility Commission, and the Federal Energy Regulatory Commission affecting Idaho Power’s ability to recover costs and/or earn a reasonable rate of return, including, but not limited to, the disallowance of costs that have been deferred, financings, allowed rates of return, electricity pricing and price structures, acquisition and disposal of assets and facilities, and current or prospective wholesale and retail competition;
• Changes in and compliance with state and federal laws, policies, and regulations, including new interpretations by regulatory and oversight bodies, which include the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, the Idaho Public Utilities Commission, the Oregon Public Utility Commission, and the Department of Energy of existing policies and regulations that affect the cost of compliance, investigations and audits, penalties, and costs of remediation that may or may not be recoverable through rates;
• Changes in tax laws or related regulations or new interpretations of applicable law by the Internal Revenue Service or state and local taxing jurisdictions, and the availability and use by IDACORP or Idaho Power of any tax credits;
• Litigation and regulatory proceedings, including those resulting from the energy situation in the western United States and the Snake River Basin water rights adjudication, and penalties, settlements, or awards that influence business and profitability;
• Changes in and costs of compliance with laws, regulations, and policies relating to the environment, natural resources, and endangered species and the adoption of laws and regulations addressing greenhouse gas emissions, global climate change, and energy policies, particularly with respect to coal-fired generation facilities, intended to mitigate carbon dioxide, mercury, and other emissions;
• Global climate change and regional weather variations affecting customer demand and hydroelectric generation;
• Over-appropriation of surface and groundwater in the Snake River Basin, including proposals for use of water in the Snake River Basin for aquifer recharge, resulting in reduced generation at hydroelectric facilities;
• Construction of power generation, transmission and distribution facilities, including an inability to obtain required governmental permits and approvals, rights-of-way and siting, and risks related to contracting, construction, and start-up;
• Delays and cost increases in connection with the construction or modification of generating facilities and other capital projects, which could result in the disallowance of recovery of certain costs pursuant to the rate determination process;
• Operation of power generating facilities, including performance below expected levels, breakdown or failure of equipment, forced outages, availability of electrical transmission capacity, and the availability of water, natural gas, coal, and diesel, wind conditions, and their associated delivery infrastructures;
• Changes in operating expenses and capital expenditures, including costs and availability of materials, fuel, and commodities, and their impact on Idaho Power’s ability to meet required loads and on the wholesale energy market in the western United States;
• Blackouts or other disruptions of Idaho Power’s transmission system or the western interconnected transmission system;
• Population growth rates and changes in residential, commercial, and industrial growth and demographic patterns within the service area;
• The continuing effects of weak economies in the states of Idaho and Oregon and in the United States, including decreased demand for electricity and reduced revenue from sales of excess energy during periods of low wholesale market prices, impaired financial soundness of vendors and service providers, and elevated levels of uncollectible customer accounts;
• Market prices and demand for energy, including structural market changes;

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• Reductions in credit ratings, which could adversely impact access to capital markets and would require the posting of additional collateral to counterparties pursuant to existing power purchase and other arrangements;
• Increases in uncollectible customer receivables, and the effectiveness of Idaho Power’s risk management policies concerning the creditworthiness of third parties;
• Results of financing efforts, including the ability to obtain financing or refinance existing debt when necessary or on favorable terms, which can be affected by factors such as credit ratings, volatility in the financial markets, and other economic conditions;
• Performance of the stock market, interest rates, credit spreads, inflation, and other financial market conditions, as well as changes in government regulations, which affect, among other things, the cost of capital and the ability to access the capital markets, indebtedness obligations, the amount and timing of required contributions to pension plans, and the reported costs of providing pension and other postretirement benefits;
• Increases in health care costs and the resulting effect on medical benefits paid for employees;
• Increasing costs of insurance, changes in coverage terms, and the ability to obtain insurance;
• The occurrence of events that affect homeland security, and acts of war or terrorism;
• Weather and other natural phenomena such as earthquakes, floods, droughts, lightning, wind and fire, which, in addition to affecting customer demand for power, could significantly affect the ability and cost to procure adequate supplies of fuel or power to serve customers, and could increase the costs to maintain generating facilities and transmission and distribution system;
• Adoption of or changes in accounting policies, principles, or estimates;
• Unionization, or the attempt to unionize, all or part of the companies’ workforce, and the resulting effects on production, profitability, and operations; and
• New accounting or Securities and Exchange Commission or New York Stock Exchange requirements, or new interpretations or application of existing requirements.

Any forward-looking statement speaks only as of the date on which such statement is made.  New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

EXECUTIVE OVERVIEW

Second Quarter 2010 Financial Results

A summary of net income attributable to IDACORP, Inc. and earnings per diluted share for the three and six months ended June 30, 2010 and 2009 is as follows:

	Three months ended				Six months ended
	June 30,				June 30,
	2010		2009		2010		2009
Net income attributable to IDACORP, Inc.	$	39,209	$	27,475	$	55,272	$	46,359
Average outstanding shares – diluted (000’s)		48,048		46,977		47,966		46,927
Earnings per diluted share	$	0.82	$	0.58	$	1.15	$	0.99

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The following table presents a reconciliation of net income attributable to IDACORP, Inc. for the period of three and six months ended June 30, 2009 to June 30, 2010 (items are in millions and are before tax unless otherwise noted):
 

			Three months				Six months
			ended				ended
Net income attributable to IDACORP, Inc. - June 30, 2009					$	27.5			$	46.4
Change in Idaho Power net income before taxes:
	Rate and other regulatory changes, including power cost and
		fixed cost adjustment mechanisms	$	(0.2)			$	8.8
	Reduced sales volumes			(5.6)				(12.4)
	Oregon 2007 excess power cost deferral recorded in 2009			(6.4)				(6.4)
	Increased depreciation expense			(1.9)				(4.5)
	Decreased life insurance gains			(0.5)				(3.8)
	Change in earnings at BCC			2.6				(0.3)
	Other			2.0				-
Additional accumulated deferred investment tax credit (ADITC)
	amortization			(4.5)				-
Decrease in income tax expense excluding additional ADITC
	amortization			27.0				30.0
Total increase in Idaho Power net income						12.5				11.4
Other net decreases, net of tax						(0.8)				(2.5)
	Net income attributable to IDACORP, Inc. - June 30, 2010				$	39.2			$	55.3

A decrease in the estimated annual effective tax rate, primarily resulting from a tax accounting method change for repair-related expenditures on utility assets for the 2009 tax year, significantly impacted IDACORP’s and Idaho Power’s results for the second quarter of 2010.  For the quarter ended June 30, 2010, Idaho Power recorded an estimated net tax benefit of $25.2 million related to the cumulative effect of the method change (tax years 1999 through 2009) and has included an annual deduction estimate in its 2010 income tax provision, which resulted in a $3.6 million net tax benefit.  Idaho Power also increased its current liability for uncertain tax positions by $10.9 million.

Based on its current estimates, Idaho Power believes its return on equity in the Idaho retail jurisdiction will exceed 9.5 percent on year-end equity and does not expect the need to amortize additional ADITC for 2010 as allowed under a provision of the 2009 settlement agreement with the IPUC.  The agreement allows an additional amortization of up to $25 million of ADITC only if Idaho Power’s actual rate of return on year-end equity is below 9.5 percent.  As a result, Idaho Power reversed the $4.5 million of ADITC amortization recorded in the first quarter of 2010.  The reversal of ADITC in the second quarter of 2010 enables Idaho Power to carry over the credit to future periods, making them available to benefit customers or shareholders in the future.

Idaho Power’s operating income decreased $13 million for the quarter and $14 million for the year-to-date compared to the same periods of 2009, primarily due to reduced sales volumes.  Sales volumes were down four percent for the quarter and five percent year-to-date due to mild, wet weather, economic factors, and energy conservation.  Mild weather reduced electricity demand for heating and cooling, and wet weather decreased electricity demand for the operation of irrigation equipment, decreasing sales to irrigation customers 15 percent for the quarter and year-to-date.  Economic conditions in Idaho Power’s service area remained weak and Idaho Power attributes a portion of the reduced sales volumes to these conditions.  While there are some indicators of improvement, overall economic conditions in the service area have not recovered from the recession.  For instance, unemployment rates are still high relative to historic unemployment levels and customer growth was modest during the second quarter of 2010.  Volume decreases were partially offset by the fixed cost adjustment (FCA) mechanism and lower power supply costs.

Idaho Power's operating income also decreased due to a $6.4 million Oregon excess power cost recovery recorded in 2009 that did not recur in 2010.  Depreciation expense increased primarily due to the conversion to Advanced Metering Infrastructure (AMI).  Idaho Power has accelerated depreciation expense for non-AMI meters and is collecting an offsetting amount in revenues.

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Other income was impacted by lower life insurance benefits as gains recorded in 2009 that did not recur in 2010.  Earnings at BCC increased $3 million for the quarter and remained nearly the same year-to-date due to a change in coal pricing and an increase in coal deliveries.

Earnings at IDACORP’s non-regulated subsidiaries and the holding company declined $0.8 million for the quarter and $2.5 million year-to-date due to the effects of intra-period tax allocations.  IDACORP estimates its consolidated group annual effective income tax rate at the holding company in accordance with interim reporting requirements.  The estimated annual rate was used in determining income tax expense for the quarter and resulted in an intra-period allocation of expense.

Regulatory Matters

Idaho Power has a number of pending or recently completed regulatory filings and resulting orders, including the following:

Idaho Settlement Agreement:  In January 2010, the IPUC approved a settlement agreement among Idaho Power, several of Idaho Power’s customers, the IPUC Staff, and others with respect to rates for 2009 through 2011.  The agreement contains four important elements:  (1) a general rate freeze until January 1, 2012, with some exceptions; (2) a specified distribution of the expected 2010 PCA decrease to directly reduce customer rates, providing some general rate relief to Idaho Power and resetting base level power supply costs for the PCA going forward; (3) use of investment tax credits to get to a 9.5 percent return on equity in the Idaho jurisdiction; and (4) an equal sharing of any Idaho earnings exceeding the authorized return on equity of 10.5 percent.

Idaho 2010 PCA Filing:  On May 28, 2010, the IPUC issued an order approving a $146.9 million decrease in the 2010 PCA, along with a base rate increase of $88.7 million, both effective June 1, 2010.  The net effect of these two rate adjustments is an overall decrease in customer rates of $58.2 million, or 6.49 percent.

Other Idaho 2010 Filings:  On May 28, 2010, Idaho Power received the following rate orders from the IPUC, each with an effective date of June 1, 2010:

•         Fixed Cost Adjustment:  The IPUC approved Idaho Power's March 2010 request to implement an an estimated $3.6 million annual increase over current rates to residential and small general service customers for electric service from June 1, 2010 through May 31, 2011.

•         Pension:  The IPUC approved Idaho Power’s March 2010 request to increase rates by 0.77 percent, or $5.4 million, for recovery of Idaho Power’s pension plan contribution, and Idaho Power began amortizing the related costs in June 2010.  In its order, the IPUC stated that the allowance of recovery of the 2009 pension plan contribution does not guarantee that the IPUC will similarly approve future recovery of pension contributions without further justification.

•         Advanced Metering Infrastructure:  The IPUC approved Idaho Power’s March 2010 application requesting authority to implement a 0.41 percent average increase (representing a 0.33 percent overall increase), or an increase of $2.4 million, in rates for identified customer classes to recover costs relating to the AMI project.

Oregon 2009 General Rate Case:  On February 24, 2010, the OPUC approved a $5 million, or 15.4 percent, increase in base rates.  The new rates were effective March 1, 2010, and are based on a return on equity of 10.175 percent and an overall rate of return of 8.061 percent.

Oregon Power Cost Recovery Mechanisms:  On May 24, 2010, the OPUC approved the 2010 annual power cost update (APCU) rate adjustment for Oregon customers.  The 2010 APCU resulted in a $2.2 million, or 5.53 percent, annual increase in Oregon rates, effective June 1, 2010.

Annual OATT Update:  On June 1, 2010, Idaho Power posted its annual Draft Informational Filing (DIF) for its open access transmission tariff (OATT).  The new draft rate is $19.60 per kW/yr, an increase of 23.8 percent over the present OATT rate of $15.83 per kW/yr.

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For a more complete discussion of regulatory proceedings, refer to Note 3 -”Regulatory Matters” to the condensed consolidated financial statements included in this report and “REGULATORY MATTERS” below.

Liquidity

IDACORP and Idaho Power expect to continue financing capital requirements with a combination of internally generated funds and externally financed capital.  In the second quarter of 2010, Idaho Power received approvals from its state regulatory commissions for the issuance of up to an aggregate of $500 million of additional first mortgage bonds and debt securities.  On May 12, 2010, Idaho Power filed a shelf registration statement with the SEC for the sale of up to $500 million of first mortgage bonds and debt securities.  The SEC declared the registration statement effective on May 25, 2010.  To facilitate the issuance of the securities, on June 17, 2010, Idaho Power entered into a selling agency agreement in connection with the potential issuance and sale of up to $500 million aggregate principal amount of first mortgage bonds under Idaho Power’s Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, as amended and supplemented.

Capital Requirements:  Idaho Power is in a period of significant infrastructure development and has several major projects in development.  The most significant projects are summarized here and are discussed further in “LIQUIDITY AND CAPITAL RESOURCES – Capital Requirements.”

Langley Gulch Power Plant:  Langley Gulch is a natural gas-fired combined cycle combustion turbine (CCCT) generating plant with a summer nameplate capacity of approximately 300 megawatts (MWs) and a winter capacity of approximately 330 MW.  Construction of the plant is underway.  The total cost estimate for the project including allowance for funds used during construction (AFUDC) is $427 million, $102 million of which Idaho Power has incurred through June 30, 2010.

• Transmission Projects:  Idaho Power and PacifiCorp are pursuing the joint development of the Boardman-Hemingway Line, a proposed 500-kiloVolt (kV) line between a station near Boardman, Oregon, and the Hemingway station, near Boise, Idaho.  Idaho Power estimates total construction costs of $600 million and expects its share of the project to be between 30 and 50 percent.    Idaho Power and PacifiCorp are also pursuing the joint development of Gateway West, a project to build transmission lines between Windstar, a station located near Douglas, Wyoming, and the Hemingway station.  The current estimated cost for Idaho Power’s share of the project is between $300 million and $500 million.

• Transmission Equipment Purchase and Sale and Joint Ownership and Operating Agreements:  On April 30, 2010, Idaho Power entered into a Joint Purchase and Sale Agreement with PacifiCorp, pursuant to which Idaho Power agreed to sell to PacifiCorp a 59.0 percent interest in the 500-kV portions of transmission-related and interconnection equipment located at Idaho Power’s Hemingway station near Boise, Idaho; and PacifiCorp agreed to sell to Idaho Power a 20.8 percent interest in the 345-kV portions of transmission-related and interconnection equipment located at PacifiCorp’s Populus station.  On May 3, 2010, the closing date of the purchase and sale, Idaho Power and PacifiCorp also entered into two Joint Ownership and Operating Agreements for the Hemingway and Populus stations, which set forth terms pertaining to the construction, joint ownership, and operation of transmission and interconnection facilities at those stations.

• AMI / Smart Grid (American Recovery and Reinvestment Act of 2009 (ARRA)):  Under the ARRA, in April 2010 Idaho Power finalized the grant of $47 million from the Department of Energy (DOE).  This grant will match a $47 million investment by Idaho Power in smart grid AMI technology.  Billings on this reimbursement contract began in May 2010 and are expected to occur monthly over the estimated three-year term of the grant.
  

Other Issues

Water Management Issues:  Power generation at the Idaho Power hydroelectric power plants on the Snake River depends on the state water rights held by Idaho Power and the long-term sustainability of the Snake River, tributary spring flows, and the Eastern Snake Plain Aquifer (ESPA).  Idaho Power continues to participate in water management issues in Idaho that may affect those water rights and resources.  For a further discussion of water management issues see “LEGAL MATTERS – Snake River Basin Water Rights.”

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Environmental Matters:  Long-term climate change could significantly affect Idaho Power’s business, and climate change regulations are expected to have major implications for Idaho Power and the energy industry.  Idaho Power has established guidelines with goals to reduce the carbon dioxide (CO₂) emission intensity of its utility operations, intended to further prepare Idaho Power for potential legislative and/or regulatory restrictions on greenhouse gas (GHG) emissions while minimizing the costs of complying with such restrictions on Idaho Power’s customers.  Idaho Power’s thermal facilities are subject to federal and/or state-promulgated (1) ambient air quality standards, including those for ozone and fine particulate matter, (2) laws and regulations limiting mercury emissions, (3) regional haze – best available retrofit technology requirements, and (4) new source review and performance standards.  Idaho Power’s environmental compliance costs will continue to be significant for the foreseeable future and could increase substantially, particularly in light of proposed additional regulation at the federal and state levels.  These issues are discussed in more detail in “ENVIRONMENTAL ISSUES” below.

Boardman Coal Plant:  On April 2, 2010, Portland General Electric Company (PGE) submitted a petition to the Oregon Environmental Quality Commission (OEQC) seeking rule revisions to allow the utility to meet new environmental standards by closing the Boardman power plant in 2020.  This petition was rejected by the OEQC on June 17, 2010 at the recommendation of the Oregon Department of Environmental Quality (ODEQ).  On June 28, 2010, the ODEQ proposed new Boardman early closure options to the OEQC.  One of the options calls for the closure of the plant as early as 2015.  Idaho Power is a ten percent owner of the Boardman plant, representing 64 MW of nameplate capacity.  Idaho Power is evaluating the current proposals and discussing with PGE the options and the advisability of closing the Boardman plant.  At June 30, 2010, Idaho Power’s net book value in the Boardman plant was approximately $20 million with annual depreciation of approximately $1.2 million.

Health Care Acts: The Patient Protection and Affordable Care Act and the related Health Care and Education Reconciliation Act were enacted in March 2010.  The enactment of the legislation required Idaho Power to record a $0.9 million charge to income tax expense in the first quarter of 2010.  Idaho Power is evaluating what other impacts, if any, the health care legislation may have on its and IDACORP’s future results of operations, cash flows, or financial positions, and if benefit plan structure changes may be necessary.  For a more complete discussion of the health care legislation, refer to Note 10 - “Benefit Plans” to the condensed consolidated financial statements included in this report.

Pension Funding Legislation:  In June 2010, the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 was signed into law.  Under the Relief Act, Idaho Power could, for any two plan years between 2008 and 2011, elect to amortize certain pension funding shortfalls over a 15 year period or pay interest only on the applicable plan years’ funding shortfall for two plan years followed by amortization of the shortfall for seven years.  Were Idaho Power to make one of these elections, it would reduce near-term required contributions to the plan by spreading them over a longer time period.  Idaho Power continues to evaluate the new legislation and its potential impacts, but has not yet determined which, if any, of these options it will choose.

Key Operating and Financial Metrics

IDACORP’s and Idaho Power’s outlook for 2010 full year metrics is set forth below:

	2010 Estimates
	Current	Previous
Idaho Power Operation & Maintenance Expense (millions)	No change	$295-$305
Idaho Power Capital Expenditures (millions) (1)	No change	$355-$365
Idaho Power Hydroelectric Generation (million MWh)(2)	7.0-8.0	6.5-8.5
Non-regulated subsidiary earnings and holding company expenses (millions)(3)	No change	$0-$3.0
(1)   The range for capital expenditures includes amounts for the Langley Gulch power plant, the Hemingway-Bowmont transmission line, the Hemingway station, and expenditures for the siting and permitting of major transmission expansions for the Boardman to Hemingway and Gateway West transmission projects.  The range does not include $47 million awarded to Idaho Power from the Department of Energy through the American Recovery and Reinvestment Act of 2009.
(2)    The range of estimated hydroelectric generation has been revised to reflect actual hydroelectric generation through June and estimated ranges of hydroelectric generation for the remainder of the year.
(3)    For the six months ended June 30, 2010, non-regulated earnings and holding company expenses resulted in a net loss of $2.5 million, primarily due to the impact of intra-period tax allocation at the holding company.  IDACORP expects that combined earnings and holding company expenses will be in the range of breakeven to a positive $3.0 million by year end.

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RESULTS OF OPERATIONS

This section of the MD&A takes a closer look at the significant factors that affected IDACORP’s and Idaho Power’s earnings during the three and six months ended June 30, 2010.  In this analysis, the results for 2010 are compared to the same periods in 2009.

The following table presents net income (losses) for IDACORP and its subsidiaries for the three and six months ended June 30, 2010 and 2009:

		Three months ended				Six months ended
		June 30,				June 30,
		2010		2009		2010		2009
Idaho Power – Utility operations		$	38,828	$	26,326	$	57,049	$	45,610
IDACORP Financial Services			102		188		63		329
Ida-West Energy			1,010		1,384		1,188		1,572
IDACORP Energy			(45)		(29)		152		(48)
Holding company			(686)		(394)		(3,180)		(1,104)
	Net income attributable to IDACORP, Inc.	$	39,209	$	27,475	$	55,272	$	46,359
Average common shares outstanding (diluted, in 000’s)			48,048		46,977		47,966		46,927
Earnings per diluted share		$	0.82	$	0.58	$	1.15	$	0.99

Utility Operations

The table below presents Idaho Power’s energy sales and supply (in thousands of MWhs) for the three and six months ended June 30, 2010 and 2009:

		Three months ended		Six months ended
		June 30,		June 30,
		2010	2009	2010	2009
General business sales		3,127	3,256	6,236	6,535
Off-system sales		601	1,095	1,367	1,672
	Total energy sales	3,728	4,351	7,603	8,207
Hydroelectric generation		2,298	2,976	4,200	4,561
Coal generation		1,154	1,108	3,027	3,065
Natural gas and other generation		18	13	21	22
	Total system generation	3,470	4,097	7,248	7,648
Purchased power		579	539	974	1,200
Line losses		(321)	(285)	(619)	(641)
	Total energy supply	3,728	4,351	7,603	8,207

Because of its reliance on hydroelectric generation, Idaho Power’s generation operations can be significantly affected by water conditions.  The availability of hydroelectric power depends on the amount of snow pack in the mountains upstream of Idaho Power’s hydroelectric facilities, reservoir storage, springtime snow pack run-off, river base flows, spring flows, rainfall, amount and timing of water leases, and other weather and stream flow management considerations.  During low water years, when stream flows into Idaho Power’s hydroelectric projects are reduced and reservoir storage is low, Idaho Power’s hydroelectric generation is generally reduced.  This results in less generation from Idaho Power’s resource portfolio available for off-system sales and, generally, an increased use of purchased power to meet load requirements.  Both of these situations, a reduction in off-system sales and an increased use of more expensive purchased power, result in increased power supply costs.  While the cost of purchased power is typically higher than the cost of hydroelectric generation, the incremental cost is included in regulatory mechanisms that allow Idaho Power to recover most of these costs.

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For the three months ended June 30, 2010, hydroelectric generation comprised 66 percent of Idaho Power’s total system generation and 57 percent of its total energy supply.  For the three months ended June 30, 2010, Idaho Power’s hydroelectric generation decreased 23 percent over the same period of 2009 due to a significantly lower than average snowpack and resulting spring runoff.  Snowpack was 69 percent of average in 2010 compared to 94 percent of average in 2009.  Based on current reservoir levels, forecasted stream flow, and other conditions relevant to its estimate of hydroelectric generation capacity, Idaho Power expects to generate between 7.0 and 8.0 million MWh from its hydroelectric facilities in 2010, compared to 8.1 million MWh in 2009.  Idaho Power’s modeled median annual hydroelectric generation is 8.6 million MWh, based on hydrologic conditions for the period 1928 through 2009 and adjusted to reflect the current level of water resource development.

Idaho Power’s system is dual peaking, with the larger peak demand occurring in the summer.  The highest summer peak demand of 3,214 MW was set on June 30, 2008, and the highest winter peak demand of 2,527 MW was set on December 10, 2009.  During these and other similar heavy load periods Idaho Power’s system is fully committed to serve loads and meet required operating reserves.

General business revenue:  The following tables present Idaho Power’s general business revenues, MWh sales, number of customers, and Boise, Idaho weather conditions for the three and six months ended June 30, 2010 and 2009:

			Three months ended				Six months ended
			June 30,				June 30,
			2010		2009		2010		2009
Revenue
	Residential		$	83,970	$	77,757	$	195,565	$	184,204
	Commercial			55,593		53,415		113,524		104,957
	Industrial			33,950		33,307		70,068		64,352
	Irrigation			33,111		36,106		33,787		36,676
	Deferred revenue related to Hells
		Canyon relicensing AFUDC		(2,347)		(2,370)		(4,922)		(4,047)
		Total	$	204,277	$	198,215	$	408,022	$	386,142
MWh
	Residential			1,043		1,048		2,442		2,582
	Commercial			879		894		1,811		1,851
	Industrial			729		755		1,500		1,536
	Irrigation			476		559		483		566
		Total		3,127		3,256		6,236		6,535
Customers (average)
	Residential			407,145		404,590		406,947		404,499
	Commercial			64,326		64,113		64,301		64,097
	Industrial			126		126		127		125
	Irrigation			18,637		18,800		18,619		18,666
		Total		490,234		487,629		489,994		487,387
Customers (period end)
	Residential							407,310		404,804
	Commercial							64,371		64,115
	Industrial							124		127
	Irrigation							18,665		18,859
		Total						490,470		487,905
Heating degree-days(1)				885		641		3,041		3,173
Cooling degree-days(2)				107		208		107		208
Precipitation (inches)(3)				4.69		3.24		8.62		5.57
(1)    Heating and cooling degree-days are common measures used in the utility industry to analyze the demand for electricity.  They indicate when a customer would likely use electricity for heating and air conditioning.  A degree-day measures how much the average of the daily high and low temperature varies from 65 degrees.  Each degree of temperature above 65 degrees is counted as one cooling degree-day, and each degree of temperature below 65 degrees is counted as one heating degree-day.  Normal heating degree-days for the quarter and year-date are 767 and 3,341 degree days, respectively.
(2)    Normal cooling degree-days for the quarter and year-to-date are both 156.
(3)    Normal precipitation for the quarter and year-to-date is 3.31 and 7.00 inches, respectively.

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As part of its February 1, 2009 general rate case order, the IPUC allowed Idaho Power to recover AFUDC for the Hells Canyon Complex (HCC) relicensing asset even though the relicensing process is not yet complete and the relicensing asset has not been placed in service.  Idaho Power expects to collect approximately $10.6 million annually, but will defer revenue recognition of the amounts collected until the license is issued and the relicensing asset is placed in service.  This deferral offset revenues by approximately $2 million for the second quarter of 2010 and $5 million for the year-to-date.

General business revenue increased $6 million for the second quarter of 2010 and $22 million year-to-date compared to the same periods in 2009.  This increase is primarily attributable to the effects of rate changes and was partially offset by a reduction in customer usage due largely to weather conditions that decreased power demand.

• Rates:  Rate changes positively impacted general business revenue by $14 million for the quarter and $41 million year-to-date.  Base rates changes increased revenues $13 million for the quarter and $22 million year-to-date.  PCA rates changes had a minimal effect on revenues for the quarter, but increased revenues $19 million for the year-to-date.  The following table presents notable rate increases and decreases, shown on an annualized basis, that affected the periods:

		Percentage		Annualized
	Effective	Rate Increase		$ Impact
Description	Date	(Decrease)		(millions)
2008 Idaho general rate case	2/01/2009	3.10%	$	21
2008 Idaho general rate case	3/19/2009	0.90%		6
2009 Idaho PCA	6/01/2009	10.20%		84
2009 Idaho AMI	6/01/2009	1.80%		11
2009 Oregon general rate case settlement	3/01/2010	15.40%		5
2010 Idaho settlement	6/01/2010	9.89%		89
2010 Idaho PCA	6/01/2010	(16.35%)		(147)
2010 Idaho Pension Expense Recovery	6/01/2010	0.77%		5
2010 Idaho AMI	6/01/2010	0.41%		2
2010 Idaho FCA	6/01/2010	0.90%		4
2010 Oregon Power Cost Update	6/01/2010	5.53%		2

As many of the rate changes that positively impacted the results for the second quarter of 2010 were effective beginning in June, and thus were effective for only one month of the second quarter, Idaho Power expects the favorable rate changes to have a greater positive impact during subsequent periods.

• Customers:  Slow growth in customer count contributed to a minimal increase in general business revenue for the quarter and a $2 million increase year-to-date.

• Usage:  Changes in usage reduced general business revenue $8 million for the quarter and $21 million for the year-to-date due primarily to weather and, to a lesser extent, energy conservation and economic factors.  Sales to irrigation customers declined 15 percent for the quarter and for the year-to-date due to increased precipitation and milder temperatures.  Increased precipitation levels during the agricultural growing season, which includes the second quarter, reduce electricity sales to irrigators due to reduced use of electricity to operate irrigation pumps.  Mild temperatures contributed to the decreased usage by residential, commercial, and industrial customers.  Year-to-date, total MWh sales, excluding irrigation customers, declined by 216 thousand MWh, or four percent, relative to the same period in 2009.  In addition, economic conditions in Idaho Power's service area remained weak, including a continued high unemployment rate in the area.  Idaho Power believes the decline in total MWh sales is due in part to the continued weakness of the economy in its service area. A slow economic recovery could result in continued low demand.

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Off-system sales:  Off-system sales consist primarily of long-term sales contracts and opportunity sales of surplus system energy.  The following table presents Idaho Power’s off-system sales for the three and six months ended June 30, 2010 and 2009:

	Three months ended				Six months ended
	June 30,				June 30,
	2010		2009		2010		2009
Revenue	$	17,769	$	26,667	$	52,175	$	55,198
MWh sold		601		1,095		1,367		1,672
Revenue per MWh	$	29.57	$	24.35	$	38.17	$	33.01

Off-system sales revenue decreased $9 million, or 33 percent, for the second quarter of 2010 and $3 million, or six percent, year-to-date compared to the same periods of 2009 due to less favorable hydroelectric generating conditions, which reduced surplus power available for sale.

Other revenues:  The table below presents the components of other revenues for the three and six months ended June 30, 2010 and 2009:

		Three months ended				Six months ended
		June 30,				June 30,
		2010		2009		2010		2009
Transmission services and property rental		$	9,979	$	8,963	$	19,254	$	16,476
Energy efficiency			8,765		8,673		13,799		12,731
	Total	$	18,744	$	17,636	$	33,053	$	29,207

The increase in transmission services and property rental reflects new transmission rates implemented in October 2009.

Energy efficiency activities are funded through a rider mechanism on customer bills.  Energy efficiency program expenditures are reported as an operating expense with an equal amount of revenues recorded in other revenues, resulting in no net impact on earnings.  The cumulative variance between expenditures and amounts collected through the rider is recorded as a regulatory asset or liability pending future collection from or obligation to customers.  A liability balance indicates that Idaho Power has collected more than it has spent and an asset balance indicates that Idaho Power has spent more than it has collected.  For the year-to-date 2010, Idaho Power has increased its energy efficiency program expenses and matching revenues $1 million, and on June 30, 2010, Idaho Power’s rider balance was a regulatory asset of $9 million and is expected to grow to $17 million by year end due to continued planned expenditures on energy efficiency projects.

Purchased power:  The following table presents Idaho Power’s purchased power expenses and volumes for the three and six months ended June 30, 2010 and 2009:

	Three months ended				Six months ended
	June 30,				June 30,
	2010		2009		2010		2009
Purchased power expense	$	30,349	$	26,867	$	51,523	$	60,568
MWh purchased		579		539		974		1,200
Cost per MWh purchased	$	52.42	$	49.85	$	52.90	$	50.47

Purchased power expense increased $3 million, or 13 percent, for the quarter due to less favorable hydroelectric generating conditions and decreased $9 million, or 15 percent, year-to-date compared to the same periods in 2009, due to lower system loads and greater reliance on financial hedges to mitigate potential changes in forecasted hydrologic conditions.

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Fuel expense:  The following table presents Idaho Power’s fuel expenses and generation at its thermal generating plants for the three and six months ended June 30, 2010 and 2009:

			Three months ended				Six months ended
			June 30,				June 30,
			2010		2009		2010		2009
Expense
	Coal		$	25,766	$	22,979	$	61,830	$	60,774
	Natural gas and other			1,792		1,496		2,914		2,834
		Total fuel expense	$	27,558	$	24,475	$	64,744	$	63,608
MWh generated
	Coal			1,154		1,108		3,027		3,065
	Natural gas and other			18		13		21		22
		Total MWh generated		1,172		1,121		3,048		3,087
Cost per MWh
	Coal		$	22.33	$	20.74	$	20.43	$	19.83
	Natural gas and other			99.56		115.08		138.76		128.82
	Weighted average, all sources			23.51		21.83		21.24		20.61

Fuel expense increased $3 million, or 13 percent, for the quarter and $1 million, or two percent year-to-date as compared to the same periods in 2009.  The Bridger plant increased its generation due to a shorter planned maintenance outage and had fewer economic shutdowns during the second quarter of 2010 than in the same period in 2009 due to improved market prices.  Partially offsetting this increase is a reduction in generation at the Valmy plant due to major planned maintenance in 2010 that did not occur in 2009.

PCA:  PCA expense represents the effects of the Idaho and Oregon power supply cost adjustment mechanisms.  The following table presents the components of the PCA for the three and six months ended June 30, 2010 and 2009:

		Three months ended				Six months ended
		June 30,				June 30,
		2010		2009		2010		2009
Idaho power supply cost accrued (deferred)		$	3,444	$	8,402	$	23,282	$	(2,005)
Oregon power supply cost accrued (deferred)			549		(6,358)		593		(6,358)
Amortization of prior year authorized balances			24,078		24,718		52,520		50,984
	Total power cost adjustment	$	28,071	$	26,762	$	76,395	$	42,621

In 2010 and in the second quarter of 2009, power supply costs were below the amounts estimated in the annual PCA forecasts, resulting in a charge to expense (accrual).  For the first six months of 2009, power supply costs were above the PCA forecast, resulting in a credit to expense (deferral).  In addition, in the second quarter of 2009, Idaho Power recorded the effect of an order from the OPUC that allows Idaho Power to defer for future recovery $6.4 million of costs incurred in prior years.

Other operations and maintenance expenses:  Other operations and maintenance expense remained nearly the same for the quarter and increased $4 million year-to-date as compared to the same periods in 2009, primarily due to a $1.7 million increase in thermal O&M due to the timing and scope of maintenance outages and a $2 million increase in transmission O&M due to increased maintenance at stations.

Income Taxes

IDACORP’s and Idaho Power’s income tax expense for the three and six months ended June 30, 2010 decreased substantially relative to the same periods in 2010, primarily as a result of the tax accounting method change for repair-related expenditures on utility assets for the 2009 tax year.  For information relating to IDACORP’s and

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Idaho Power’s computation of the estimated annual effective tax rate, see Note 2 – “Income Taxes” to the condensed consolidated financial statements included in this report.

An analysis of income tax expense for the three and six months ended June 30, 2010 and 2009 is as follows:

		IDACORP				Idaho Power
		2010		2009		2010		2009
Three months ended June 30,
Income tax provision		$	4,046	$	5,175	$	5,859	$	7,675
ADITC amortization reversal			4,512		-		4,512		-
Accounting method change			(25,187)		-		(25,187)		-
	Income tax (benefit) expense	$	(16,629)	$	5,175	$	(14,816)	$	7,675
Effective tax rate			(73.6)%		15.8%		(61.7)%		22.6%
Six months ended June 30,
Income tax provision		$	8,960	$	11,970	$	11,774	$	17,447
Accounting method change			(25,187)		-		(25,187)		-
Medicare Part D subsidy			903		-		903		-
	Income tax (benefit) expense	$	(15,324)	$	11,970	$	(12,510)	$	17,447
Effective tax rate			(38.4)%		20.5%		(28.1)%		27.7%

The decrease in the 2010 estimated annual effective tax rates from 2009 is primarily due to Idaho Power’s tax accounting method change for repair-related expenditures, and lower pre-tax earnings at IDACORP and Idaho Power, partially offset by a charge related to the federal health care legislation enacted in the first quarter of 2010.  Regulatory flow-through tax adjustments at Idaho Power and tax credits at IFS for the six months ended June 30, 2010 were comparable to the same period in 2009.

Based on Idaho Power’s current estimate of 2010 return on equity, Idaho Power does not expect to need to amortize additional ADITC for 2010.  Accordingly, the $4.5 million of additional ADITC amortization recorded in the first quarter of 2010 was reversed in the second quarter of 2010.  For further information regarding ADITC amortization, see “Idaho Settlement Agreement” in Note 3 – “Regulatory Matters” to the condensed consolidated financial statements included in this report.

Tax Accounting Method Change: In June 2010, Idaho Power completed its evaluation of a tax accounting method change for its 2009 tax year that would allow a current income tax deduction for repair-related expenditures on its utility assets that are currently capitalized for financial reporting and tax purposes.  Idaho Power intends to make this method change following the automatic consent procedures with the filing of IDACORP’s 2009 consolidated federal income tax return in September 2010.  For the quarter ended June 30, 2010, Idaho Power recorded an estimated net tax benefit of $25.2 million related to the cumulative method change adjustment (tax years 1999 through 2009) and has included an annual deduction estimate in its 2010 income tax provision, which resulted in a $3.6 million net tax benefit.  Idaho Power’s prescribed regulatory accounting treatment requires immediate income recognition for temporary tax differences of this type.  A regulatory asset is established to reflect Idaho Power’s ability to recover increased income tax expense when such temporary differences reverse.  Idaho Power expects to recognize cash tax benefits associated with the method change by the end of 2010 through offsets to current estimated tax payments and direct tax refunds.

In conjunction with recording the estimated tax benefit for the method change, Idaho Power also increased its current liability for uncertain tax positions by $10.9 million.  If recognized, the $10.9 million balance of unrecognized tax benefits would affect the effective tax rate.  The tax method is currently being audited under IDACORP’s 2009 Compliance Assurance Process (CAP) examination (discussed below) and, on a national level, aspects of the method related to electric utility transmission and distribution property are the subject of an Internal Revenue Service (IRS) Industry Issue Resolution program.

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Status of Audit Proceedings:  In May 2009, IDACORP formally entered the IRS CAP program for its 2009 tax year.  The CAP program provides for IRS examination throughout the year.  The 2009 examination is expected to be completed in 2010.  In January 2010, IDACORP was accepted into CAP for its 2010 tax year.  IDACORP and Idaho Power are unable to predict the outcome of these examinations.

Specifically within the 2009 CAP examination, the IRS began its audit of Idaho Power’s current method of uniform capitalization.  In September 2009, the IRS issued Industry Director Directive #5, which discusses the IRS’s compliance priorities and audit techniques related to the allocation of mixed service costs in the uniform capitalization methods of electric utilities.  Initial estimates indicate the potential income and cash benefits associated with settlement of this matter to be in excess of the repairs method change recorded in the second quarter.  Idaho Power expects that the examination of this method will be completed during the third quarter of 2010; however, the timing of final settlement with the IRS, and thereby the recognition of the income and cash impacts, has yet to be determined.  Resolution of this matter would also result in a $1.1 million decrease to Idaho Power’s unrecognized tax benefits for its 2009 uniform capitalization deduction.

Benefit Plan Related Legislation

Health Care Acts:  The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act were enacted in March 2010.  As a result, Idaho Power incurred a charge of $0.9 million in the first quarter of 2010 and is evaluating what other impacts, if any, the health care legislation may have on its and IDACORP’s future results of operations, cash flows, or financial positions, and if benefit plan structure changes may be necessary.  In particular, Idaho Power is monitoring available guidance regarding a tax to be imposed on certain plans beginning in 2018, whereby premiums paid over a prescribed threshold will incur a non-deductible 40 percent excise tax.  See Note 10 - “Benefit Plans” to the condensed consolidated financial statements included in this report for additional information relating to Idaho Power’s health and welfare plans and post-retirement benefit obligations, and Note 2 - “Income Taxes” to the condensed consolidated financial statements included in this report for a discussion of the tax impacts of the health care acts.

LIQUIDITY AND CAPITAL RESOURCES:

Overall Liquidity

IDACORP’s and Idaho Power’s access to long-term and short-term debt markets, including their respective credit facilities, helps provide necessary liquidity to support Idaho Power’s operating activities.  Significant uses of cash flows from Idaho Power’s utility operations include the purchase of electricity, the purchase of fuel for power generation, and payment of other operating expenses, taxes, and interest, with any excess amount being available for other corporate uses such as capital expenditures and the payment of dividends.

Idaho Power utilizes operating and capital budgets to control operating costs and optimize capital expenditures.  Idaho Power seeks to recover its operating costs and earn a return on its capital expenditures through rates.  Idaho Power has continuing significant commitments for capital expenditures for construction, improvement, and maintenance of utility facilities.  Currently, Idaho Power is experiencing a cycle of heavy infrastructure investment, adding capacity to its baseload generation, transmission system, and distribution facilities in an effort to ensure an adequate supply of electricity, to provide service to new customers, and to maintain system reliability.  See “Capital Requirements” below for a discussion of certain of those projects.  As Idaho Power’s operating cash flows usually do not fully support the amount required for utility capital expenditures, particularly during periods of heavy infrastructure development as is presently occurring, Idaho Power from time to time needs to access capital markets in order to fund these needs as well as to fund maturing debt.

Operating Cash Flows

IDACORP’s operating cash flows are driven principally by Idaho Power.  General business revenues and the costs to supply power to general business customers have the greatest impact on Idaho Power’s operating cash flows, and are subject to risks and uncertainties relating to weather and water conditions, fuel costs and purchased power prices, the ability to collect from customers, and Idaho Power’s ability to obtain rate relief to cover its operating costs and provide a return on investment.

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IDACORP’s and Idaho Power’s operating cash inflows for the six months ended June 30, 2010, were $187 million and $167 million, respectively.  These amounts were increases of $77 million and $52 million, respectively, compared to the six months ended June 30, 2009.  The following are significant items that affected operating cash flows in the first six months of 2010:

• An increase of $34 million from reductions in the PCA and the Oregon power cost adjustment mechanism (PCAM) regulatory assets, as Idaho Power deferred $32 million less of excess net power supply costs and collected an additional $2 million of previously deferred costs as compared with the first six months of 2009.
• An increase of $22 million from the collection in 2010 of higher 2009 year end customer accounts receivable and unbilled revenue balances, primarily as a result of colder temperatures increasing sales in December 2009 as compared with the prior year.
• An increase of $16 million related to payments in 2009 for power purchased in 2008.
• An increase of $13 million due to refunds in the first quarter of 2009 made to Idaho Power’s transmission customers upon a final order from the FERC on Idaho Power’s OATT.
• Net income for IDACORP and Idaho Power increased by $9 million and $11 million, respectively.
• A partially offsetting decrease in cash flows from income taxes, as tax refunds received by IDACORP decreased $8 million and income tax payments made by Idaho Power to its parent in 2010 and refunds received from its parent in 2009 combined for a $34 million decrease for the six months ended June 30, 2010, as compared with the same period last year.

Pension Funding:  For at least the period 2011 to 2014, Idaho Power expects to make significant cash contributions to its pension plan and has significant obligations under other postretirement benefit plans.  The funded status of the pension and other post-retirement benefit obligations refers to the difference between plan assets and estimated obligation of the plan.  The calculation of funding requirements for pension plans requires election of a methodology to determine the actuarial value of assets and the interest rate used to measure the pension liabilities.  IDACORP and Idaho Power continuously monitor available and proposed pension funding guidance, and evaluate the potential impact on funding requirements and strategies.

In June 2010, the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (Relief Act) was signed into law, which permits employers to choose between two alternative funding options for defined benefit pension plans for any two plan years between 2008 and 2011, either (i) amortizing the funding shortfall over 15 years or (ii) paying interest only on the applicable plan years’ funding shortfall for two plan years followed by amortization of the shortfall for seven years.  The legislation does not eliminate Idaho Power’s obligation to fully fund the pension plan.  The legislation also outlines penalties in the form of increased pension contributions from an employer that elects one of the funding relief options at the same time the employer (or entities within its ERISA controlled group) awards “excess employee compensation” (generally compensation over $1 million per year paid to an employee), grants “excessive” dividends, or effects specified stock redemptions.  Idaho Power continues to evaluate the new legislation and its potential impacts.  If one of these alternate funding options is elected, it would reduce near-term required contributions to the plan by spreading them over a longer time period.  See Note 10 - “Benefit Plans” to the condensed consolidated financial statements included in this report for additional information relating to Idaho Power’s pension plan funding and post-retirement benefit obligations, and Note 3 - “Regulatory Matters” to the condensed consolidated financial statements included in this report for a discussion of Idaho Power’s recovery of pension plan contributions through the ratemaking process.

Investing Cash Flows

Cash flows from investing activities consist primarily of capital expenditures related to new construction and improvements to Idaho Power’s distribution, transmission, and generation facilities.  IDACORP’s and Idaho Power’s investing cash outflows were $149 million and $143 million, respectively, for the six months ended June 30, 2010.  These amounts were an increase in outflows of $52 million and $44 million, respectively, compared to the six months ended June 30, 2009.  Investing cash outflows for 2010 were primarily for construction of utility infrastructure needed to address Idaho Power’s customer growth, peak demand growth, and aging plant and equipment.  Construction expenditures were partially offset by proceeds from the sale of $19 million of transmission-related assets to PacifiCorp.

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Financing Cash Flows

Financing activities provide supplemental cash for both day-to-day operations and capital requirements as needed.  Idaho Power funds liquidity needs for capital investment, working capital, energy and price hedging, and other financial commitments through cash flows from continuing operations, public debt offerings, commercial paper markets, and credit facilities.

IDACORP’s and Idaho Power’s financing cash outflows for the six months ended June 30, 2010, were $62 million and $20 million, respectively.  These amounts were an increase in outflows of $55 million and $13 million, respectively, compared to the six months ended June 30, 2009.  The financing cash outflows for 2010 were primarily for dividends paid by IDACORP and Idaho Power of $29 million and for the net repayment by IDACORP of $36 million of commercial paper.  In addition, Idaho Power received a capital contribution of $10 million from IDACORP.

Idaho Power has $120 million of first mortgage bonds that mature in the first quarter of 2011.  Idaho Power is evaluating various financing alternatives for the repayment of this debt.

Shelf Registrations:  IDACORP has approximately $574 million remaining on its shelf registration statement that can be used for the issuance of debt securities and common stock.  IDACORP has a sales agency agreement with BNY Mellon Capital Markets, LLC pursuant to which it may sell common stock from time to time in at-the-market offerings.  As of June 30, 2010, there were 2.1 million shares remaining available to be sold under the sales agency agreement.

In the second quarter of 2010, Idaho Power received approval from the IPUC, the OPUC, and the Public Service Commission of Wyoming for the issuance of up to $500 million in aggregate principal amount of one or more series of first mortgage bonds and unsecured debt securities.  The order from the IPUC approved the issuance of the securities over a two-year period, beginning on April 19, 2010, subject to extension upon request to the IPUC.  On May 12, 2010, Idaho Power filed a shelf registration statement with the SEC for the sale of up to $500 million of first mortgage bonds and debt securities.  The SEC declared the registration statement effective on May 25, 2010.  To facilitate the issuance of the debt, on June 17, 2010, Idaho Power entered into a Selling Agency Agreement with Banc of America Securities LLC; BNY Mellon Capital Markets, LLC; J.P. Morgan Securities Inc.; KeyBanc Capital Markets Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mitsubishi UFJ Securities (USA), Inc.; RBC Capital Markets Corporation; SunTrust Robinson Humphrey, Inc.; U.S. Bancorp Investments, Inc.; and Wells Fargo Securities, LLC in connection with the potential issuance and sale from time to time of up to $500 million aggregate principal amount of first mortgage bonds, secured medium-term notes, Series I, under Idaho Power’s Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, as amended and supplemented.  As of August 5, 2010, Idaho Power has not sold any first mortgage bonds or debt securities under the May 2010 shelf registration statement.

The issuance of first mortgage bonds requires that Idaho Power meet interest coverage and security provisions set forth in the Indenture of Mortgage and Deed of Trust securing the bonds.  Future issuance of first mortgage bonds are subject to satisfaction of covenants and security provisions set forth in the Indenture of Mortgage and Deed of Trust securing the bonds, market conditions, regulatory authorizations, or by covenants and tests contained in other financing agreements.  As a result of certain restrictions in the Indenture of Mortgage and Deed of Trust, as of June 30, 2010, Idaho Power could issue under the Indenture of Mortgage and Deed of Trust approximately $503 million of additional first mortgage bonds based on total unfunded property additions of approximately $839 million.  Idaho Power could issue an additional $612 million of first mortgage bonds based on retired first mortgage bonds.

Credit Facilities:  IDACORP and Idaho Power each have a five-year credit agreement that terminates on April 25, 2012, subject to one year extensions, to be used for general corporate purposes and commercial paper back-up, and that provide for the issuance of loans and standby letters of credit.  Each facility contains a covenant requiring a leverage ratio of consolidated indebtedness to consolidated total capitalization of no more than 65 percent as of the end of each fiscal quarter.  At June 30, 2010, the leverage ratios for IDACORP and Idaho Power were 50 percent and 52 percent, respectively.  IDACORP’s and Idaho Power's ability to utilize the credit facilities is subject to continued compliance with the leverage ratio covenants included in the credit facilities, which could limit the ability

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of the companies to issue first mortgage bonds and debt securities pursuant to current and future shelf registration statements.  At June 30, 2010, IDACORP and Idaho Power were in compliance with all facility covenants.

The following table outlines available liquidity as of the dates specified:

		June 30, 2010				December 31, 2009
				Idaho				Idaho
		IDACORP(2)		Power		IDACORP(2)		Power
Revolving credit facility		$	100,000	$	300,000	$	100,000	$	300,000
Commercial paper outstanding			(17,500)		-		(53,750)		-
Identified for other use (1)			-		(24,245)		-		(24,245)
	Net balance available	$	82,500	$	275,755	$	46,250	$	275,755
(1)  Port of Morrow and American Falls bonds that holders may put to Idaho Power.
(2)  Holding company only.

At July 31, 2010, IDACORP had no loans under its credit facility and $15 million of commercial paper outstanding, and Idaho Power had no loans under its credit facility and no commercial paper outstanding.

Impact of Credit Ratings on Liquidity

IDACORP’s and Idaho Power’s access to capital markets, including the commercial paper market, and their respective financing costs in those markets, may depend on the credit ratings of the entity that is accessing the capital markets.  The following table outlines the current ratings of Idaho Power’s and IDACORP’s securities, and the ratings outlook, by Standard & Poor’s Ratings Services, Moody’s Investors Service, and Fitch Ratings:

	S&P		Moody’s		Fitch
	Idaho		Idaho		Idaho
	Power	IDACORP	Power	IDACORP	Power	IDACORP
Corporate Credit Rating (1)	BBB	BBB	Baa 1	Baa 2	BBB	BBB
Senior Secured Debt	A-	None	A2	None	A-	None
Senior Unsecured Debt	BBB	None	Baa 1	Baa 2	BBB+	None
Short-Term Tax-Exempt Debt	BBB/A-2	None	Baa 1/ VMIG-2	None	None	None
Commercial Paper	A-2	A-2	P-2	P-2	F2	F2
Credit Facility	None	None	Baa 1	Baa 2	None	None
Rating Outlook	Stable	Stable	Stable	Stable	Stable	Stable
(1) Fitch refers to its comparable rating as the “Long-term Issuer Default Rating.”

These security ratings reflect the views of the ratings agencies.  An explanation of the significance of these ratings may be obtained from each rating agency.  Such ratings are not a recommendation to buy, sell, or hold securities.  Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it decides that the circumstances warrant the change.  Each rating agency has its own methodology for assigning ratings and, accordingly, each rating should be evaluated independently of any other rating.

IDACORP and Idaho Power’s credit facilities are affected by the companies’ credit ratings.  A ratings downgrade would result in an increase in the cost of borrowing but would not result in a default or acceleration of the debt under the facilities.  If Idaho Power’s ratings are downgraded below investment grade, Idaho Power must extend or renew its authority for borrowings under its IPUC and OPUC regulatory orders.  The IPUC order provides that Idaho Power’s authority will continue for 364 days from such downgrade, if Idaho Power promptly notifies the IPUC and files to continue its original authority to borrow.  The Oregon statutes permit the issuance of short-term debt without approval of the OPUC.

Idaho Power maintains margin agreements relating to its wholesale commodity contracts that allow performance assurance collateral to be requested of and/or posted with certain counterparties.  As of June 30, 2010, Idaho Power had posted approximately $7 million of assurance collateral.  Should Idaho Power experience a reduction in its credit rating on Idaho Power's unsecured debt to below investment grade Idaho Power could be subject to additional

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requests by its wholesale counterparties to post additional performance assurance collateral.  Counterparties to derivative instruments and other forward contracts could request immediate payment or demand immediate ongoing full daily collateralization on derivative instruments and contracts in net liability positions.  Based upon Idaho Power’s current energy and fuel portfolio and market conditions as of June 30, 2010, the approximate amount of additional collateral that could be requested upon a downgrade to below investment grade is approximately $23 million.  Idaho Power actively monitors the portfolio exposure and the potential exposure to additional requests for performance assurance collateral calls, through sensitivity analysis, to minimize capital requirements.

Capital Requirements

Idaho Power expects that total capital expenditures will be at or slightly above $1 billion from 2010 through 2012.  Internal cash generation after dividends is expected to provide less than the full amount of total capital requirements during that period.  IDACORP and Idaho Power expect minimal need for external financing in 2010, except for issuances under the dividend reinvestment and employee-related plans.  However, IDACORP or Idaho Power may engage in external financing activities during 2010 to pre-fund 2011 debt maturities and/or to take advantage of favorable market conditions should they exist.  Beyond 2010, IDACORP and Idaho Power expect to continue financing capital requirements with a combination of internally generated funds and externally financed capital.

The table below presents Idaho Power’s estimated cash requirements for construction, excluding AFUDC, for 2010 through 2012 (in millions of dollars).  The table also includes the net cash proceeds and disbursements relating to the Hemingway and Populus Joint Purchase and Sale Agreement between Idaho Power and PacifiCorp discussed below.

		2010		2011-2012
Ongoing capital expenditures		$	155-160	$	352-380
AMI			23-25		23-25
Langley Gulch Power Plant (detailed below)			138-140		175-180
Other major projects			39-40		90-95
	Total	$	355-365	$	640-680

Langley Gulch Power Plant:  The Langley Gulch Power Plant is a natural gas-fired CCCT generating plant with a summer nameplate capacity of approximately 300 MWs and a winter capacity of approximately 330 MWs.  Construction of the plant is underway.  The plant is being constructed near New Plymouth, Idaho and is contracted to achieve commercial operation by November 1, 2012.  Incentives are anticipated to advance the commercial operation date to July 1, 2012.  The total cost estimate for the project including AFUDC is $427 million, $102 million of which Idaho Power has incurred through June 30, 2010.  During the first quarter of 2010, the water treatment and disposal plan was modified to an evaporative pond design.  The plan change is not expected to increase the total project cost because it is expected to be offset by reductions in other costs.  During the second quarter of 2010, project permitting activities continued and contractor milestones were met.  On June 25, 2010, Idaho Power received the air quality permit to construct from the Idaho Department of Environmental Quality.  The contracts for the gas pipeline, tap, and meter were executed during this period.

Other Major Projects:

Hydroelectric Projects:  In the table above, Idaho Power has included estimated costs relating to the relicensing of hydroelectric facilities and complying with the renewed licenses.  These costs total approximately $25 million for the three-year period.  An additional estimated amount of $12 million relating to future hydroelectric projects is also included in the table.

Hemingway Station:  Idaho Power recently completed construction of its new 500-kV Hemingway station, located near Boise, Idaho.  This station was constructed to relieve capacity and operating constraints to enhance reliable service to Idaho Power’s network and native load customers and was placed in service in July 2010 at a total cost of approximately $57 million.  The 2010 cost estimate for the project, including station interconnections, is $20 million and is included in the above table.

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Hemingway-Bowmont Transmission Line:  The Hemingway-Bowmont transmission line consists of 12 miles of new 230-kV double circuit transmission line that will provide power to the Treasure Valley in southwest Idaho.  The project was placed in service in 2010 at a total cost of approximately $16 million.  The 2010 cost estimate for the project was $6.5 million and is included in the above table.

Boardman-Hemingway Line:  The Boardman-Hemingway Line is a proposed 299-mile, 500-kV transmission project between a station near Boardman, Oregon and the Hemingway station.  This line will provide transmission service to meet needs identified in the 2009 Integrated Resources Plan (IRP) and other requests pursuant to Idaho Power’s OATT.  On April 19, 2010, Idaho Power submitted the eastern line route alternative as its proposed route in its revised right-of-way application to the U.S. Bureau of Land Management (BLM), which restarts the National Environmental Policy Act process.  On July 6, 2010, Idaho Power filed a Notice of Intent to Submit an Application for Site Certification with the Oregon Department of Energy.  The cost of the initial phase of the project is estimated at $50 million and the 2010 to 2012 cost estimate is included in the table above.  Total cost estimates for the project are approximately $600 million.  Idaho Power expects its share of the project to be between 30 and 50 percent.  Construction costs beyond the initial phase are not included in the table above.  This project is expected to be completed in 2015, subject to siting, permitting, and regulatory approvals.  On July 6, 2010, the Oregon Department of Fish and Wildlife released for public review and comment a draft update to the conservation plan for the greater sage grouse which, if adopted, may require re-routing of the currently proposed line route.  Environmental issues, including proposed legislation relating to the sage grouse in Oregon, could delay the project, alter the proposed siting, and result in significantly higher project costs.

Gateway West Project:  Idaho Power and PacifiCorp are pursuing the joint development of the Gateway West project to build transmission lines between Windstar, a station located near Douglas, Wyoming, and the Hemingway station.  Idaho Power and PacifiCorp have a cost sharing agreement for expenses incurred for analysis work of the initial phases.  Idaho Power’s share of the initial phase, consisting of engineering, environmental review, permitting and rights-of-way, is approximately $40 million, and cost estimates for the 2010 to 2012 timeframe are included in the above table.  Initial phases of the project could be completed by 2014; however, timing of the project’s segments may be deferred and constructed as demand requires.  Idaho Power’s share will vary by segment across the project and the current estimated cost for its share is between $300 million and $500 million.  Construction costs are not included in table above.  Idaho Power anticipates receiving a draft environmental impact statement (EIS) from the BLM in late 2010.

AMI / Smart Grid (American Recovery and Reinvestment Act of 2009 (ARRA)):  The AMI project provides the means to automatically retrieve energy consumption information, eliminating manual meter reading expense.  Idaho Power intends to install this technology for approximately 99 percent of its customers and is on pace to complete the installations by the end of 2011.  As of June 30, 2010, Idaho Power had installed approximately 278,000 AMI meters.  On May 28, 2010, the IPUC approved Idaho Power’s request to include the 2010 AMI investment in its rate base.  The requested increase to rates of approximately $2.4 million was effective June 1, 2010.  The total cost estimates for the project are approximately $74 million.  The 2010 and 2011 costs are included in the table above.

Under the ARRA, Idaho Power was awarded a grant of $47 million from the Department of Energy (DOE).  This grant matches a $47 million investment by Idaho Power in Smart Grid AMI technology.  The grant was signed by the DOE on April 2, 2010.  Billings began in May 2010 and are expected to occur monthly over the term of the three-year contract.  The grant amount is not included in the table above.

Memorandum of Understanding and Related Transactions with PacifiCorp:
Memorandum of Understanding: On March 5, 2010, Idaho Power and PacifiCorp entered into a Memorandum of Understanding (MOU) under which Idaho Power and PacifiCorp agreed to negotiate in good faith to reach arrangements pertaining to the sale by the parties to one another of an undivided ownership interest in certain transmission facilities, and joint development and construction of three transmission projects.  The parties also agreed to negotiate in good faith to reach arrangements pertaining to interconnection of their respective systems; joint ownership, operation, and maintenance of the systems; cost-sharing; capital improvements; and each party’s rights to a specified transmission capacity on applicable transmission lines.  On July 29, 2010, Idaho Power and PacifiCorp mutually agreed to extend the final date to execute and deliver definitive agreements under the MOU from September 1, 2010 to November 5, 2010.  The MOU may be terminated by either party at any time.

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Joint Purchase and Sale Agreement and Joint Operating Agreements:  In connection with the MOU, on April 30, 2010, Idaho Power entered into a Joint Purchase and Sale Agreement with PacifiCorp, pursuant to which Idaho Power agreed to sell to PacifiCorp a 59.0 percent  interest in certain high-voltage transmission-related and interconnection equipment located at the Hemingway station south of Boise, Idaho, and PacifiCorp agreed to sell to Idaho Power a 20.8 percent interest in certain high-voltage transmission-related and interconnection equipment located at PacifiCorp’s Populus station in southeast Idaho.  Closing of the purchase and sale occurred on May 3, 2010.  The net purchase price on the closing date was $3.7 million paid by PacifiCorp to Idaho Power, $1.7 million of which was subsequently refunded by Idaho Power as a result of a cost true-up to reflect actual construction costs through the closing date.  Upon completion of construction of the stations as currently planned, Idaho Power expects that it will have paid an aggregate purchase price of $14.1 million to PacifiCorp for Idaho Power’s interest in the Populus station, and that PacifiCorp will have paid an aggregate purchase price of $12.9 million to Idaho Power for PacifiCorp’s interest in the Hemingway station.

The Hemingway and Populus stations are owned and operated in accordance with separate Joint Ownership and Operating Agreements (Operating Agreements), each dated May 3, 2010.  The Operating Agreements include terms relating to the obligations of Idaho Power and PacifiCorp as the operators of the Hemingway and Populus stations, respectively, including, among other items, construction of additional transmission and interconnection equipment at the stations, cost sharing, operation and maintenance, and interconnection and energizing of the transmission systems.

On May 10, 2010, Idaho Power and PacifiCorp filed the Operating Agreements with the FERC, requesting that the FERC determine that the rates that Idaho Power and PacifiCorp were imposing on one another pursuant to the Operating Agreements were just and reasonable.  On June 1, 2010, the Bonneville Power Administration (BPA) filed with the FERC an intervention and protest, requesting that the FERC defer acceptance of the Operating Agreements.  In its intervention, the BPA stated that it believed the Operating Agreements were only a small part of a much larger transaction between PacifiCorp and Idaho Power involving the purchase and sale of significant portions of transmission lines and other facilities, and that this larger transaction may have significant reliability and operational impacts on the BPA’s system and its customers.  On July 9, 2010, the FERC issued an order finding that the terms, conditions, and rates in the Operating Agreements were just and reasonable, and accepted the Operating Agreements for filing effective July 10, 2010.

Existing Transmission Capacity Rights Agreements with PacifiCorp:  Idaho Power and PacifiCorp are parties to existing transmission capacity rights agreements that grant to PacifiCorp prescribed transmission capacity rights over portions of Idaho Power’s existing transmission system.  The agreements also include a memorandum of understanding and a permitting cost-sharing agreement for the Gateway West transmission line National Environmental Policy Act process.  The MOU provides that Idaho Power and PacifiCorp will negotiate in good faith to attempt to reach an agreement to terminate those agreements and replace the transmission arrangements with new agreements, which include the Operating Agreements.  Discussions regarding the potential arrangements are ongoing.  See “REGULATORY MATTERS – FERC ITSA” for a discussion of the other recent transmission arrangements with PacifiCorp.

Environmental Regulation Costs

Idaho Power’s activities are subject to a broad range of federal, state, regional, and local laws and regulations designed to protect, restore, and enhance the quality of the environment including air, water, and solid waste.  Idaho Power estimates its environmental capital expenditures excluding AFUDC, based upon present environmental laws and regulations, will be approximately $18 million during 2010 and $62 million from 2011 through 2012.  These amounts are included in the table above as “Ongoing Capital Expenditures” and “Other Major Projects.”  The estimated expenditures do not include costs related to possible changes in the environmental laws or regulations and enforcement policies that may be enacted in response to issues such as climate change and other pollutant emissions from coal-fired generation plants and endangered species.

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Other Capital Requirements

IDACORP’s non-regulated capital expenditures primarily relate to IFS’s tax-structured investments.  IDACORP invested $7 million in tax-structured investments in the first quarter of 2010.  Currently there are no additional expenditures anticipated for 2010, $10 million is anticipated in 2011, and none are anticipated in 2012.

Contractual Obligations

The following items are the only material changes to contractual obligations made outside of the ordinary course of business during the six months ended June 30, 2010:

•         Idaho Power entered into a power purchase agreement with USG Oregon, LLC for the purchase of energy from the Neal Hot Springs Unit #1 geothermal electric generation facility.  The project will be located near Vale, Oregon and the expected output will be approximately 22 MWs, with an estimated on-line date of late 2012.  Idaho Power’s purchases under the contract are expected to total $569 million from 2012 to 2037.  On May 20, 2010, the IPUC issued an order approving the purchase of energy under the agreement, and stated that the purchases of energy would be allowed as prudently incurred expenses for ratemaking purposes.

•         In the second quarter, Idaho Power entered into several power purchase agreements with wind and other alternate energy developers.  Payments pursuant to these agreements are expected to total approximately $109 million from 2011 to 2031.

•         In April 2010, Idaho Power entered into multiple service agreements with Northwest Pipeline for rate schedule TF-1, Firm Transportation.  Idaho Power estimates it will spend approximately $32 million on the firm transportation service agreements.  The service agreements start in 2011 with varying end dates ranging through 2042.

•         In June 2010, Idaho Power entered into a contract with Union Pacific Corporation for the transportation of coal.  Idaho Power has agreed to spend approximately $47 million over the term of the contract from 2011 to 2014.

Dividends

The amount and timing of dividends paid on IDACORP’s common stock are within the sole discretion of IDACORP’s Board of Directors.  The IDACORP Board of Directors reviews the dividend rate quarterly to determine its appropriateness in light of IDACORP’s current and long-term financial position and results of operations, capital requirements, rating agency requirements, legislative and regulatory developments affecting the electric utility industry in general and Idaho Power in particular, competitive conditions, and any other factors the Board of Directors deem relevant.  The ability of IDACORP to pay dividends on its common stock is dependent upon dividends paid to it by its subsidiaries, primarily Idaho Power.

For additional information relating to IDACORP and Idaho Power dividends, including restrictions on IDACORP’s and Idaho Power’s payment of dividends, see Note 6 – “Common Stock” to the condensed consolidated financial statements included in this report.

REGULATORY MATTERS:

Overview

As a regulated utility, Idaho Power is under the retail jurisdiction (as to rates, service, accounting, and other general matters of utility operation) of the IPUC and the OPUC, which determine the rates that Idaho Power charges to its general business customers.  Idaho Power is also under the regulatory jurisdiction of the IPUC, the OPUC, and the Public Service Commission of Wyoming as to the issuance of debt and equity securities.  Idaho Power uses general rate cases, power cost adjustment mechanisms, a fixed cost adjustment mechanism, and subject-specific filings to recover its costs of providing service and to potentially earn a return on investment.  The disallowance by the IPUC or the OPUC of Idaho Power’s recovery of its costs would adversely impact Idaho Power’s ability to earn its authorized rate of return on equity.  Also, as a public utility under the Federal Power Act, Idaho Power has authority to charge market-based rates for wholesale energy sales under its FERC tariff and to provide transmission services under its OATT.

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Idaho Power monitors legislative and regulatory developments at all levels of government, particularly those with the potential to alter the operation and productivity of its generating plants and other assets.  Rate changes and regulatory decisions have a significant impact on results of operations and cash flows.  Idaho Power has continued to focus on timely recovery of its costs through filings with the IPUC and OPUC.  Discussed below are filings and important regulatory determinations that have been recently made.  Regulatory matters and the financial impact of rate decisions are also discussed in Note 3 - “Regulatory Matters” to the condensed consolidated financial statements included in this report.

Oregon and Idaho Deferred Net Power Supply Costs

Idaho Power’s power supply costs can vary significantly from year to year, primarily because of weather, loads, and commodity markets.  The primary financial impact of power supply cost variations is that monthly cash recovered from customers does not match monthly costs incurred to serve customers, resulting in fluctuations in operating cash flows from year to year.  Idaho Power’s PCA mechanisms allow it to defer a majority of the difference between costs and revenues to later be recovered from or refunded to customers.  A summary of the changes in deferred power supply costs during the six months ended June 30, 2010 is set forth in Note 3 - “Regulatory Matters” to the condensed consolidated financial statements.

The net change of $78 million in Idaho Power’s balance of deferred power supply costs from December 31, 2009, to June 30, 2010, is primarily a result of power supply costs that were $24 million less than the forecast amount during that period and the recovery of $53 million through rates.

Idaho Regulatory Matters in 2010

Idaho Settlement Agreement:  On January 13, 2010, the IPUC approved a settlement agreement among Idaho Power, several of Idaho Power’s customers, the IPUC Staff, and other parties.  Significant elements of the settlement agreement included:

• A general rate moratorium in effect until January 1, 2012.  The moratorium does not apply to other specified revenue requirement proceedings, such as the PCA, the FCA, pension funding, AMI, energy efficiency rider, and government imposed fees.
• A specified distribution of the expected reduction in 2010 PCA rates that would reduce customer rates, provide some general rate relief to Idaho Power, and reset base power supply costs for the PCA.  This provision anticipated a significant reduction in PCA rates for the 2010-2011 PCA year.
• A provision to share with Idaho customers 50 percent of any Idaho-jurisdiction earnings in excess of a 10.5 percent return on equity in any calendar year from 2009 to 2011.
• A provision to allow additional amortization of ADITC if Idaho Power’s actual return on equity in its Idaho jurisdiction is below 9.5 percent in any calendar year from 2009 to 2011.  Idaho Power is permitted to amortize additional ADITC in an amount up to $45 million over the three-year period, but could use no more that $15 million in any one year unless there is a carryover.  Carryover amounts are added to the $15 million annual allowance up to a maximum amortization of $25 million in any one year.

Because Idaho Power’s 2009 Idaho-jurisdiction return on equity was between 9.5 and 10.5 percent, the sharing and additional amortization provisions were not triggered in 2009, and the ADITC available for accelerated additional amortization in 2010 is $25 million.  Idaho Power recorded additional ADITC amortization of $4.5 million in the first quarter of 2010, but reversed the entire $4.5 million in the second quarter based on updated estimates of annual 2010 return on equity.

The settlement agreement included a provision to reestablish the base level for net power supply costs effective with the June 1, 2010 PCA rate change.  On January 19, 2010, Idaho Power filed with the IPUC a request to reestablish base net power supply costs with an increase of $74.8 million in the Idaho jurisdiction.  On April 13, 2010, the IPUC found that adjustments for PURPA contracts ($7.1 million) and the Hoku contract ($4.0 million) as proposed by the IPUC Staff were reasonable reductions to Idaho Power’s proposed base net power supply expenses.  The remaining amount of $63.7 million was approved as a working number for Idaho Power’s 2010 PCA filing, but the IPUC deferred final calculation of authorized base net power supply expenses to the 2010 PCA case.  Remaining at issue

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in the settlement was a $24.9 million increase in coal costs at the Bridger plant, which was first raised as an area for review by the OPUC Staff, which review has concluded.  In May 2010, the IPUC issued an order approving the $63.7 million increase in base net power supply expenses and cost recovery in full in the Idaho jurisdiction in connection with Idaho Power’s 2010 PCA filing and order, discussed below.

2010 PCA Filing and Order:  On April 15, 2010, Idaho Power filed its annual application with the IPUC to implement new PCA rates to be effective June 1, 2010 through May 31, 2011, and to change base rates, pursuant to the terms of the Idaho settlement agreement.  Idaho Power’s application stated that the proposed PCA computations result from the stipulation approved by the IPUC in its order issued in January 2010, which provides for a sharing between customers and Idaho Power shareholders of any PCA rate reduction that results from the 2010 PCA.  The January 2010 stipulation provides that PCA rates will be reduced by the full calculated amount and that base rates will be increased in an amount that partially offsets the PCA decrease.  On May 28, 2010, the IPUC issued its order approving a $146.9 million decrease in the PCA, along with a base rate increase of $88.7 million.  The net effect of these two rate adjustments is an overall decrease in customer rates of $58.2 million, or 6.49 percent, effective June 1, 2010.  Idaho Power’s PCA application was approved as filed with the IPUC, with the exception of a $215,000 interest expense adjustment relating to base power supply costs.

The IPUC’s order identified the following two specific items of contention raised by certain industrial customers of Idaho Power:  (1) the prudency of Idaho Power’s determination of coal costs for the Jim Bridger plant, and (2) the use of the load growth adjustment rate (LGAR) in times of load decline.  The LGAR is an element of the PCA formula that is intended to eliminate recovery of power supply expenses associated with load growth resulting from changing weather conditions, a growing customer base, or changing customer use patterns.  The IPUC approved the full Jim Bridger coal costs included in the base level power supply costs and the amount included in Idaho Power’s PCA forecast, finding that Idaho Power had met its burden of proof to establish the reasonableness of the coal costs to be included in the base level power supply costs.  With regard to the LGAR, Idaho Power’s true-up calculation for the PCA included an increase of $21.3 million for the decline in load growth for the Idaho jurisdiction.  The intervening parties asserted that use of the LGAR in times of load decline is inappropriate in that it results in potential double recovery.  However, the IPUC Staff recommended no change to the load growth adjustment amounts or methodology, and the IPUC did not remove the LGAR adjustment to the PCA component.  The IPUC’s order stated, however, that it expects the IPUC Staff, Idaho Power, and interested parties to meet to address an appropriate change to the load growth adjustment mechanism to eliminate a potential double recovery when loads decline.

Other 2010 IPUC Filings and Orders:

FCA, Pension Expense, and AMI:  In March 2010, Idaho Power made three rate filings with the IPUC, each with a requested effective date of June 1, 2010, and in May 2010 the IPUC issued orders on those three rate filings, as follows:

•         Fixed Cost Adjustment:  In March 2007, the IPUC approved the implementation of a FCA pilot program for Idaho Power’s residential and small general service customers.  The FCA is a rate mechanism designed to remove Idaho Power’s disincentive to invest in energy efficiency programs by separating (or decoupling) the recovery of fixed costs from the variable kilowatt-hour charge and linking it instead to a set amount per customer.  The FCA allows Idaho Power to recover the difference between certain fixed costs recovered in rates and the fixed costs authorized for recovery in Idaho Power’s most recent rate case.  The pilot program began on January 1, 2007 and ended on December 31, 2009.  On April 29, 2010, the IPUC approved a two-year extension of the FCA pilot program, effective retroactively to January 1, 2010.  For the three and six months ended June 30, 2010, Idaho Power accrued revenues of $1.6 million and $3.4 million, respectively, under the FCA.

On March 15, 2010, Idaho Power filed an application with the IPUC requesting authorization to implement FCA rates for electric service from June 1, 2010 through May 31, 2011.  On May 28, 2010, the IPUC issued an order approving Idaho Power’s request.  The rate adjustments are expected to result in collection of an additional $3.6 million over currently billed amounts during the period from June 1, 2010 to May 31, 2011.  In its order, the IPUC reiterated a statement in its prior order that making the FCA permanent is

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premature, and that during the two year extension of the FCA program it expects additional data to develop, giving interested parties and customers time to evaluate the FCA and address issues of concern.

•         Pension Expense Recovery:  The IPUC approved Idaho Power’s request to increase rates to allow recovery of Idaho Power’s 2009 cash contribution to its defined benefit pension plan, which contribution is required to be made by September 15, 2010.  Idaho Power’s application sought approval of $5.4 million in pension cost recovery over a one-year period to allow recovery contemporaneous with Idaho Power’s cash contributions to the defined benefit pension plan.

The IPUC’s order provided that the allowance of recovery of the 2009 pension plan contribution does not guarantee that the IPUC will similarly approve recovery of future pension contributions, without evidence that Idaho Power has evaluated alternatives to reduce the burden placed on customers.  The IPUC stated in its order that “Idaho Power is advised that, previous orders notwithstanding, approval of Idaho Power’s pension contributions in this case does not guarantee Commission approval of future pension plan contributions.  Authority for the balancing account and regulatory account remain in place.  However, further justification is required before additional rate recovery for future contributions will be authorized.”  Idaho Power is currently undertaking the analysis directed by the IPUC, is considering and evaluating alternatives, and intends to provide the IPUC with the results of its evaluation and recommendations in the summer or early fall of 2010.  Idaho Power currently records its deferred pension expense as a regulatory asset, but if the IPUC were to determine that future pension contributions were not reasonable and prudently incurred, Idaho Power would be required to write off some or all of the balance of its deferred pension expense for its Idaho jurisdiction.  In addition to the $5.4 million of regulatory assets approved for recovery discussed above, as of June 30, 2010, Idaho Power had Idaho jurisdiction regulatory assets associated with deferred pension expenses of $46.6 million which have not yet been approved by the IPUC for recovery.  Idaho Power has determined, based on its evaluation, that these Idaho jurisdiction regulatory assets are probable of recovery.

In June 2010, the Relief Act was signed into law.  The Relief Act would, if Idaho Power elects, allow Idaho Power to reduce near-term required contributions to the pension plan by spreading them over a longer time period.  See “LIQUIDITY AND CAPITAL RESOURCES – Operating Cash Flows” above for further information relating to the Relief Act and its potential impact on Idaho Power.

•         Advanced Metering Infrastructure: Idaho Power’s AMI project provides the means to automatically retrieve energy consumption information, eliminating manual meter reading expense.  On March 15, 2010, Idaho Power filed an application with the IPUC requesting authority to implement a 0.41 percent average increase (representing a 0.33 percent overall increase) in rates for identified customer classes to recover costs relating to the AMI project.  Idaho Power’s AMI investment during the 2010 test year indicated a revenue deficiency of $2.4 million for the Idaho jurisdiction, which resulted from Idaho Power’s increase in rate base from the AMI deployment, the accelerated depreciation of existing metering equipment, and the inclusion of net operating and maintenance expense related to the AMI deployment.  On May 28, 2010, the IPUC approved Idaho Power’s application as submitted, authorizing the rate increase effective June 1, 2010.

Idaho Energy Efficiency Programs:

Idaho Power’s energy efficiency rider is the funding mechanism for Idaho Power’s investment in energy efficiency, conservation, and demand response programs.  On April 14, 2010, the IPUC completed its review of energy efficiency rider expenditures that Idaho Power made from 2002 to 2007.  All rider expenditures during that time period were found to be prudently incurred and approved for ratemaking purposes.

On March 15, 2010, Idaho Power filed an application with the IPUC requesting an order designating energy efficiency expenditures of $50.7 million incurred in 2008 and 2009 as prudently incurred expenses.  An order from the IPUC is pending.

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On May 12, 2010, the IPUC approved Idaho Power’s continued participation in the Northwest Energy Efficiency Alliance for the period 2010-2014, with funding through the energy efficiency rider.  Idaho Power first began participating in the NEEA in 1997, and the IPUC has historically allowed it to recover its costs in its rates.  Idaho Power’s share of expenses is 8.62 percent of the NEEA’s $191.7 million 2010-2014 budget.

Integrated Resource Plan (IRP):  Idaho Power filed its 2009 IRP with the IPUC and OPUC in December 2009.  The IRP addresses available supply-side and demand-side resource options, planning period load forecasts, potential resource portfolios, a risk analysis, and near-term and long-term action plans.  On July 9, 2010, the OPUC issued a proposed order that, if issued as a final order, would conditionally acknowledge the IRP.  On August 3, 2010, the IPUC issued an order accepting the IRP for filing.

Oregon Regulatory Matters in 2010

Oregon 2009 General Rate Case Settlement:  On February 24, 2010, the OPUC approved a $5 million, or 15.4 percent, increase in base rates in the Oregon jurisdiction.  The new rates were effective March 1, 2010, and are based on a return on equity of 10.175 percent and an overall rate of return of 8.061 percent.  Idaho Power’s previously authorized rate of return in Oregon was 7.83 percent, and its requested rate of return in its general rate case filing was 8.68 percent.

Oregon Power Cost Recovery Mechanisms:  Idaho Power’s power cost recovery mechanism in Oregon went into effect in 2008.  It has two components:  the PCAM and the APCU.  The combination of the PCAM and the APCU allows Idaho Power to recover excess net power supply costs in a more timely fashion than through the previously existing deferral process.

• PCAM:  The PCAM consists of an annual power supply expense true-up, which uses an asymmetrical dead band (the range of deviations within which Idaho Power absorbs cost increases or decreases) to calculate the net power supply deviations used in the true-up calculations.  On February 26, 2010, Idaho Power filed its PCAM application for the 2009 year with the OPUC.  The filing stated that actual net power supply costs were within the deadband, resulting in no request for a deferral.  In an April 15, 2010 stipulation, which was approved in an order issued by the OPUC on May 24, 2010, Idaho Power agreed to a one-time modification to the deadband used to calculate the net power supply deviations in the 2010 PCAM.  The deadband was increased by $0.2 million, to $2.4 million, before any excess power costs are subject to collection pursuant to the terms of the PCAM, and the deadband was reduced by $0.2 million, to $(1.0) million, before any power costs are subject to return pursuant to the terms of the PCAM.
• APCU:  Idaho Power annually updates its net power supply expense included in its Oregon rates through the APCU.  The APCU is comprised of two primary components: an October power cost update and a March power cost forecast.  The October update contains Idaho Power’s forecasted net power supply expense reflected on a normalized and unit basis for an April through March test period.  The March forecast contains Idaho Power’s net power supply expense based upon updated actual forecasted conditions.  The rates from the October update and March forecast are combined, and that combined rate is then included in rates effective on June 1 of each year.  On March 23, 2010, Idaho Power filed its March forecast for the 2010 APCU rate adjustment with the OPUC.  A stipulation among various parties combining the March forecast and 2009 October update was filed with the OPUC on April 15, 2010.  The stipulation was approved on May 24, 2010, and resulted in an overall increase of 5.53 percent in Oregon rates.  The rate adjustments are expected to result in collection of an additional $2.2 million over currently billed amounts over the 12-month APCU adjustment period beginning June 1, 2010.
  
  

Oregon Solar Photovoltaic Energy Pilot Program:  During and subsequent to the second quarter of 2010, the OPUC adopted rules implementing a solar photovoltaic capacity standard (SPCS) and solar photovoltaic pilot program (SPPP) applicable to companies providing electric service to Oregon customers.  The OPUC orders and related Idaho Power compliance filings established the rules, processes, and procedures to implement the Oregon Legislature’s mandate for all Oregon electric companies to implement and make solar photovoltaic energy programs available to their respective Oregon customers.  Pursuant to the SPCS and SPPP, Idaho Power is required to (1) either build or purchase an aggregate of 500kW of energy from one or more solar facilities by the year 2020; and (2) purchase energy from qualified solar photovoltaic systems at a financial incentive rate of 55 cents per kWh to promote the development of 10-kW and smaller solar projects over the next two years.  The program is to be rolled

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out over a two year period for a total nameplate capacity of 400 kW.  The first year's program allotment of 200 kW was made available to Oregon customers on July 1, 2010, and is fully subscribed.  The legislative mandate and the OPUC orders specify that the cost of these programs be paid by Oregon customers.

Federal Regulatory Matters in 2010

FERC ITSA:  In June 2009, Idaho Power filed with the FERC a request for authority to increase rates to PacifiCorp under the existing Agreement for Interconnection and Transmission Services (ITSA) between Idaho Power and PacifiCorp to the OATT level.  In August 2009, the FERC accepted the rates subject to refund.  On May 24, 2010, Idaho Power and PacifiCorp entered into and filed an offer of settlement with the FERC, which settlement affirms those rates.  On July 23, 2010, the FERC issued an order approving the ITSA settlement.  Under the settlement, PacifiCorp will take and pay for 250 MW of long-term firm point-to-point transmission service, pursuant to the ITSA, the rates, terms, and conditions of which will be equivalent to Idaho Power’s OATT.

Annual OATT Update:  On June 1, 2010, Idaho Power posted its DIF for its OATT on its OASIS Internet platform.  The DIF is the draft computation of Idaho Power’s transmission rate for service under its OATT, which is updated annually.  Under the tariff, the new rates are effective on October 1 of each year.  The new draft rate submitted by Idaho Power is $19.60 per kW/yr, an increase of 23.8 percent over the present OATT rate of $15.83 per kW/yr.  Several parties have submitted data requests in connection with Idaho Power’s DIF, and Idaho Power is currently responding to those data requests.

FERC Compliance Program:  The FERC has approved an extensive number of reliability standards developed by the North American Electric Reliability Corporation (NERC) and the Western Electricity Coordinating Council (WECC), including critical infrastructure protection (CIP) standards and regional standard variations.  As part of its compliance program, Idaho Power periodically reviews its operations for compliance with FERC rules, orders, and standards and self-reports compliance issues to the FERC and the WECC.  To date, reports Idaho Power has submitted to the FERC have focused on Standards of Conduct, Idaho Power’s OATT, and compliance with FERC requirements to post available capacity on Idaho Power’s website and with the Western Systems Power Pool.  Idaho Power has self-reported matters relating to CIP and other reliability standards to the WECC.

During the first quarter of 2010, Idaho Power self-reported to both the FERC and the WECC, and Idaho Power received notification that the FERC intends to take no further action regarding several issues previously reported by Idaho Power.  During the first quarter of 2010, Idaho Power also received notices of alleged violations from the WECC relating to reliability and CIP matters.  During the second quarter of 2010, Idaho Power submitted self-reports to both the FERC and the WECC, received notification that the FERC intends to take no further action regarding several issues previously self-reported by Idaho Power, and received a notice of confirmed violation from the WECC relating to a reporting deadline.

Certain matters reported to the FERC and the WECC remain unresolved, and Idaho Power is unable to predict what action, if any, the WECC or the FERC will take on those unresolved matters, but Idaho Power does not expect any material adverse effect on its financial position, results of operations, or cash flows.  Idaho Power plans to continue its policy of reducing potential violations through its compliance program and self-reporting compliance issues to the FERC and the WECC.

Relicensing of Hydroelectric Projects:

Idaho Power, like other utilities that operate nonfederal hydroelectric projects on qualified waterways, obtains licenses for its hydroelectric projects from the FERC, and these licenses last for 30 to 50 years.  Idaho Power is actively pursuing relicensing of the HCC and Swan Falls hydroelectric projects.  In addition, Idaho Power recently received a license amendment to expand the Shoshone Falls hydroelectric project and to potentially extend the term of the license beyond its 2034 expiration date.

HCC:  Idaho Power’s most significant relicensing effort is the HCC, which provides approximately 68 percent of Idaho Power’s hydroelectric generating nameplate capacity and 36 percent of its total generating nameplate capacity.  In 2007, the FERC Staff issued a final EIS for the HCC, which the FERC will use to determine whether, and under what conditions, to issue a new license for the project.  Idaho Power has reviewed the final EIS and is

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developing comments for filing with the FERC.  However, certain portions of the final EIS involve issues that may be influenced by water quality certifications for the project under section 401 of the Clean Water Act and formal consultations under the Endangered Species Act (ESA), which remain unresolved.  Idaho Power anticipates filing comments to the final EIS as the section 401 and ESA processes progress and the manner in which they may affect pending issues becomes more certain.  In that regard, Idaho Power continues to cooperate with the U.S. Fish and Wildlife Service, the National Marine Fisheries Service, and the FERC in an effort to address ESA concerns and to work with Idaho and Oregon to take measures to ensure that any discharges from the HCC will comply with the temperature and other applicable necessary state water quality standards so that appropriate water quality certifications can be issued for the project.  The FERC is expected to issue a license order for the HCC once the ESA consultation and the state water quality certification processes are completed.  Idaho Power is currently operating under an annual license issued by the FERC and expects to continue operating under annual licenses until a new multi-year license is issued.

Swan Falls:  Idaho Power is currently operating the Swan Falls hydroelectric project under an annual license while its application for a multi-year license is pending before the FERC.  The FERC has issued a draft EIS for the Swan Falls project and Idaho Power anticipates that the FERC will complete and issue a final EIS in 2010.

Shoshone Falls:  On July 1, 2010, the FERC issued an amended license for the Shoshone Falls project to expand its generating capacity to 60.875 MW.  The amended license has an expiration date of 2034, but provides that the license will be extended to 2044 following completion of the proposed generation capacity expansion project.  Idaho Power is currently evaluating and reviewing the license requirements and related operating issues of the proposed generation capacity expansion project.

Relicensing costs are recorded in construction work in progress until new multi-year licenses are issued by the FERC, at which time the charges will be transferred to electric plant in service.  Relicensing costs and costs related to new licenses will be submitted to regulators for recovery through the ratemaking process.  Relicensing costs of $123 million and $5 million for HCC and Swan Falls, respectively, were included in construction work in progress at June 30, 2010.  The IPUC authorizes Idaho Power to include in rates approximately $6.8 million annually ($10.6 million grossed up for income taxes) of AFUDC relating to the HCC relicensing project, and collecting these amounts will reduce the relicensing amount submitted to regulators for recovery through the ratemaking process.

LEGAL MATTERS:

Western Energy Proceedings at the FERC:  Idaho Power and IE are parties to proceedings at the FERC arising from the “western energy situation” – the California energy crisis and the energy shortages, high prices, and blackouts in the western United States during 2000 and 2001 that caused numerous purchasers of electricity in those markets to initiate proceedings seeking refunds or other forms of relief and the FERC to initiate its own investigations.  The three major sets of cases arising out of the western energy situation relate to (1) pricing of sales in the California Independent System Operator (Cal ISO) and California Power Exchange (CalPX) markets (the California refund proceeding); (2) claims of market manipulation and tariff violations in those markets, some of which have been the subject of FERC show cause orders (the market manipulation cases); and (3) pricing of sales in the spot power markets in the Pacific Northwest (the Pacific Northwest refund proceeding).

Proceedings in all three sets of cases remain pending before the FERC.  In addition, there are more than 200 petitions pending in the United States Court of Appeals for the Ninth Circuit (Ninth Circuit) for review of numerous FERC orders regarding the western energy situation, including the California refund proceeding and the market manipulation cases.  Decisions in these appeals may have implications with respect to other pending cases, including those to which Idaho Power and IE are parties.

Idaho Power and IE have reached settlements with the principal parties to the California refund proceeding and the market manipulation cases, but there remain claims by parties that have not settled that represent a small minority of potential refunds in those proceedings.  Idaho Power and IE are unable to predict the outcome of these matters, but believe that the settlement releases they have obtained will restrict potential claims that might result from the disposition of these two sets of proceedings and that these matters will not have a material adverse effect on their consolidated financial positions, results of operations, or cash flows.

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In the Pacific Northwest refund proceeding, after reviewing the FERC’s 2003 decision declining to order refunds, the Ninth Circuit remanded the case to the FERC, officially returning the case to the FERC on April 16, 2009, to consider whether evidence of market manipulation would have altered the agency’s conclusions about refunds and to include sales originating in the Pacific Northwest to the California Department of Water Resources (CDWR) in the proceedings.  In separate filings the California Parties (consisting of Pacific Gas & Electric Company, San Diego Gas & Electric Company, Southern California Edison Company, the California Public Utilities Commission, the California Department of Water Resources and the California Attorney General), City of Tacoma (Tacoma), and the Port of Seattle, Washington (Port of Seattle) asked the FERC to reorganize and restructure the Pacific Northwest case to enable them to pursue claims that all spot market sales in the Cal ISO and CalPX markets and in the Pacific Northwest from January 1, 2000 through June 20, 2001 should be subject to refund and repriced because market manipulation and tariff violations affected spot market prices.  Their requests would expand the scope of the refund period in the Pacific Northwest proceeding from the December 25, 2000 through June 20, 2001 period previously considered by the FERC.  In May 2009, the California Parties requested that the FERC sever sales to CDWR from the Pacific Northwest proceeding and consolidate their claims regarding these sales with ongoing proceedings in cases that Idaho Power and IE have settled, as well as with a new complaint filed on May 22, 2009 by the California Attorney General against some sellers, but not Idaho Power and IE.  Idaho Power and IE, along with a number of other parties, filed their opposition to the requests of the California Parties.  In April 2010, the California Parties filed a motion with the FERC renewing their May 2009 requests.  In August 2009, Tacoma and Port of Seattle jointly requested the FERC to require refunds from sellers in the Pacific Northwest spot markets for the expanded period (January 1, 2000-June 20, 2001).  Idaho Power and IE joined with a number of other sellers in the Pacific Northwest markets during 2000 and 2001 in opposing the motion of Tacoma and Port of Seattle.  On July 21, 2010, the Port of Seattle and Tacoma once again filed a motion requesting that the FERC either summarily dispose of the case or set it for hearing, and the California Parties, answering a pleading in the Brown Complaint, renewed their request for consolidation.  The FERC has not yet acted on the remand from the Ninth Circuit or on these filings and requests from the California Parties, Tacoma, and Port of Seattle.  Idaho Power and IE are unable to predict the outcome of these matters or estimate the impact they may have on their consolidated financial positions, results of operations, or cash flows.

Sierra Club Lawsuits at the Bridger and Boardman Coal-Fired Plants:  In February 2007, the Sierra Club and the Wyoming Outdoor Council filed a complaint against PacifiCorp in the U.S. District Court in Cheyenne, Wyoming, alleging that PacifiCorp had violated air quality opacity standards at the Jim Bridger coal-fired plant in Sweetwater County, Wyoming.  On April 15, 2010, the parties jointly filed a proposed consent decree resolving the pending litigation.  The consent decree was approved and entered by the court on June 8, 2010.  Idaho Power is fully reserved for the contingency and approval of the consent decree will not have a material adverse effect on Idaho Power’s consolidated financial position, results of operations, or cash flows.

In September 2008, the Sierra Club and four other non-profit corporations filed a complaint against PGE in the U.S. District Court for the District of Oregon alleging opacity permit limit violations at the Boardman coal-fired plant located in Morrow County, Oregon.  The complaint also alleged violations of the Clean Air Act (CAA), related federal regulations and the Oregon State Implementation Plan relating to PGE’s construction and operation of the plant.  The complaint sought a declaration that PGE had violated opacity limits, a permanent injunction ordering PGE to comply with such limits, injunctive relief requiring PGE to remediate alleged environmental damage and ongoing impacts, civil penalties of up to $32,500 per day per violation, and reimbursement of plaintiffs’ costs of litigation, including reasonable attorneys’ fees.  Idaho Power is not a party to this proceeding but has a 10 percent ownership interest in the Boardman plant.  PGE owns 65 percent and is the operator of the plant.  PGE has stated that it cannot determine with certainty the total amount of monetary penalties and damages asserted, but based solely on the complaint the estimated amount is $60 million.  Idaho Power is unable to predict the outcome of this matter or estimate the impact it may have on its consolidated financial position, results of operations, or cash flows.

Snake River Basin Water Rights:  Idaho Power is engaged in the Snake River Basin Adjudication (SRBA), which commenced in 1987, to define the nature and extent of water rights in the Snake River Basin in Idaho, including the water rights of Idaho Power.  On March 25, 2009, Idaho Power and the State of Idaho entered into a settlement agreement with respect to the 1984 Swan Falls Agreement and Idaho Power’s water rights under the Swan Falls Agreement, which settlement agreement is subject to certain conditions discussed below.  The settlement agreement will also resolve litigation between Idaho Power and the State of Idaho relating to the Swan Falls Agreement that was filed by Idaho Power on May 10, 2007 with the Idaho District Court for the Fifth Judicial Circuit, which has jurisdiction over SRBA matters, including the Swan Falls case.

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The settlement agreement resolves the pending litigation by clarifying that Idaho Power’s water rights in excess of minimum flows at its hydroelectric facilities between Milner Dam and Swan Falls Dam are subordinate to future upstream beneficial uses, including aquifer recharge.  The agreement commits the State of Idaho and Idaho Power to further discussions on important water management issues concerning the Swan Falls Agreement and the management of water in the Snake River Basin.  It also recognizes that water management measures that enhance aquifer levels, springs and river flows, such as aquifer recharge projects, benefit both agricultural development and hydropower generation and deserve study to determine their economic potential, their impact on the environment and their impact on hydropower generation.  These will be a part of the Comprehensive Aquifer Management Plan (CAMP), approved by the Idaho Water Resource Board (IWRB) for the ESPA, which includes limits on the amount of aquifer recharge.  Idaho Power is a member of the ESPA CAMP advisory committee and implementation committee.

On April 24, 2009, the Governor of Idaho signed into law legislation approving provisions contained in the settlement agreement.  On May 6, 2009, as part of the settlement, Idaho Power, the Governor of Idaho and the IWRB executed a memorandum of agreement relating to future aquifer recharge efforts and further assurances as to limitations on the amount of aquifer recharge.  Idaho Power and the State of Idaho also filed a joint motion to the SRBA court to dismiss the Swan Falls case and enter the stipulated water right decrees set forth in the settlement agreement.  Parties representing groundwater users in the ESPA objected to some of the language proposed by Idaho Power and the State of Idaho relating to water rights in the decrees to be entered by the SRBA court as contemplated by the settlement agreement.  Specifically, the concerns relate to the language describing the subordination of the rights and its interplay with the original Swan Falls settlement document and implementing legislation.  On January 4, 2010, the court issued an order approving the overall settlement subject to certain modifications to the draft water right decrees proposed by Idaho Power and the State of Idaho.  Idaho Power is working with the State of Idaho and the parties to reach an agreement consistent with the court’s order regarding the language of the decrees.

Idaho Power also filed an action in the U.S. District Court of Federal Claims in Washington, D.C. in October 2007, and an amended complaint on September 30, 2008, against the U.S. Bureau of Reclamation (USBR) relating to a 1923 contract right for delivery of water to its hydropower projects on the Snake River.  The action seeks to recover damages from the USBR for the lost generation resulting from reduced flows and a prospective declaration of contractual rights and obligations of the parties.  In recent months, Idaho Power has been working with the U.S. and Idaho interests (including the State of Idaho and upstream water users) in an effort to resolve certain state water right issues pending in the SRBA that are common to both the SRBA and the pending federal case.  In an effort to promote efficiency, the parties have agreed to present certain legal issues associated with the 1923 contract to the court in the SRBA case that are expected to resolve issues in the pending federal case.  The SRBA court has scheduled the presentation of these issues to the court by the fall of 2010.  Idaho Power and the USBR have agreed to stay further proceedings in the federal case pending the resolution of these issues in the SRBA case.

Idaho Power is unable to predict the outcomes of these matters or estimate the impact they may have on its consolidated financial position, results of operations or cash flows.

For further information regarding legal proceedings, see Note 9 – “Contingencies” to the condensed consolidated financial statements included in this report.

ENVIRONMENTAL ISSUES:

Idaho Power is subject to regulations by federal, state, and local authorities governing the protection of the environment, including the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Endangered Species Act; the Federal Land Policy and Management Act; the National Environmental Policy Act; the Resource Conservation and Recovery Act; and related state laws.  These laws and regulations are continually changing and are generally becoming more restrictive.  Idaho Power monitors legislative and regulatory developments at all levels of government for environmental issues, particularly those with the potential to alter the operation and productivity of power generating plants and other assets.  Environmental laws and regulations may, among other things, increase the cost of operating power generation plants and constructing new facilities; require that Idaho Power install additional pollution control devices at existing generating plants; or require that Idaho Power shut down certain power generation plants.  Compliance with environmental laws and regulations could result in increases to capital

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expenditures and operating expenses.  While there can be no assurance of recovery, Idaho Power intends to seek recovery of any such costs through the ratemaking process.

Global Climate Change:  There is concern nationally and internationally about global climate change and the possible contribution of GHG emissions to climate change.  Long-term climate change could significantly affect Idaho Power’s business in a variety of ways, including the following: (i) changes in temperature and precipitation could affect customer demand; (ii) extreme weather events could increase service interruptions, outages, maintenance costs, and the need for additional systems backup, and can affect the supply of and demand for electricity and natural gas, which may impact the price of energy commodities; (iii) changes in the amount and timing of snowpack and stream flows could adversely affect hydroelectric generation; (iv) legislative and/or regulatory developments related to climate change could affect plans and operations, including placing restrictions on the construction of new generation resources, the expansion of existing resources, or the operation of generation resources in general; and (v) consumer preference for, and resource planning decisions requiring, renewable or low GHG-emitting sources of energy could impact demand from existing sources and require significant investment in new generation and transmission resources.  Idaho Power does not currently operate in coastal areas and, while there may be secondary impacts such as increased supply chain costs, it is not directly exposed to the effects of potential sea level rises.

Greenhouse Gas Emission Reduction Goals:  Despite the current absence of a national mandatory GHG reduction program, Idaho Power is actively engaged in voluntary GHG reduction efforts.  In September 2009, IDACORP’s and Idaho Power’s boards of directors approved guidelines that established a goal to reduce the CO₂ emission intensity of Idaho Power’s utility operations.  Idaho Power’s goal is to reduce its resource portfolio’s average CO₂ emission intensity for the 2010 through 2013 time period to a level of 10 to 15 percent below Idaho Power’s 2005 CO₂ emission intensity of 1,194 lbs CO₂/MWh.  The guidelines are intended to reduce Idaho Power’s average CO₂ emission intensity in a manner that minimizes the costs of those reductions to Idaho Power’s customers.

In 2008, Idaho Power and Ida-West together ranked as the 32^nd lowest emitter of CO₂/MWh produced among the nation’s 100 largest electricity producers, according to a June 2010 collaborative report from Ceres, the Natural Resources Defense Council, Public Service Enterprise Group, Constellation Energy, and Entergy using publicly reported 2008 generation and emissions data.  According to the report, out of the 100 companies named, Idaho Power and Ida-West together ranked as the 55^th largest power producer based on fossil fuel, nuclear, and renewable energy facility total electricity generation, and the 31^st lowest emitter of CO₂ by tons of emissions.

In May 2010, Idaho Power submitted information to the Carbon Disclosure Project (CDP), an independent, not-for-profit organization that claims the largest database of corporate climate change information in the world.  Idaho Power’s estimated CO₂ emission intensity (Lbs/MWh) from its generation facilities as submitted to the CDP was 1,150, 1,097, and 1,004 Lbs/MWh for 2007, 2008, and 2009, respectively.  Idaho Power estimates that its CO₂ emission intensity from Idaho Power-owned generation facilities for the six months ended June 30, 2010 was 905 Lbs CO₂/MWh.

Regulation of Greenhouse Gas Emissions:  The American Clean Energy and Security Act of 2009, H.R. 2454, regarding GHG emissions, renewable energy, energy efficiency, carbon capture and sequestration, and other matters, passed the U.S. House of Representatives on June 26, 2009.  The Senate introduced similar legislation in September 2009.  In May 2010, a discussion draft of an energy and climate change bill was released in the Senate that outlined a cap-and-trade program.  Proposed and draft legislation also contains provisions relating to the reinvigoration of the nuclear power industry, energy efficiency incentives, deployment of carbon capture and sequestration, and offshore oil and gas drilling.  Debate on GHG legislation continues in Congress; however, given the complexity of the legislation and other competing legislative priorities, the timing and elements of any future legislation addressing GHG emission reduction requirements are uncertain.  There are also state and regional 68 initiatives (including the Western Regional Climate Action Initiative) considering market-based mechanisms to reduce GHG emissions.

In support of international efforts to reduce GHG emissions, in January 2010 President Obama pledged to cut GHG emissions in the United States from 2005 levels by 17 percent by 2020 and 80 percent by 2050.  Any international treaty creating mandatory GHG emission reduction requirements in the United States would need to be ratified by the U.S. Senate and implemented through legislation adopted by the U.S. Congress.

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In September 2009, the EPA (Environmental Protection Agency) issued a final rule that requires monitoring and reporting of GHG emissions by a number of entities beginning on January 1, 2010.  Most facilities are required to report annually.  Electric generation facilities (including Idaho Power’s facilities) already reporting CO₂ emissions under the CAA Acid Rain Program must report CO₂, nitrous oxide (NO_x), and methane emissions to the EPA on a quarterly basis.  In March 2010, the EPA proposed to expand the monitoring and reporting requirements to include emissions of fluorinated GHGs such as sulfur hexafluoride from electrical power transmission and distribution systems.

Also in September 2009, the EPA acknowledged that the CAA will require it to regulate GHG emissions from stationary sources (including Idaho Power’s thermal facilities) through both its preconstruction and operating permit programs when the national GHG emission standards for motor vehicles go into effect.

In December 2009, the EPA issued an “endangerment finding” for GHG emissions from motor vehicles.  The “endangerment finding” is required for the EPA and the Department of Transportation National Highway Traffic Safety Administration to finalize their September 2009 proposal to adopt national GHG emission (i.e. tailpipe) standards for motor vehicles.  On April 1, 2010, the EPA and the Department of Transportation issued a final rule establishing motor vehicle GHG emission standards.  The “endangerment finding” and the GHG emission standards for motor vehicles have been appealed to the U.S. Court of Appeals for the District of Columbia Circuit.

In June 2010, the EPA issued a final rule regulating GHG emissions through its preconstruction and operating permit programs under the CAA.  This rule is referred to as the “Tailoring Rule.”  The first phase of the rule will take effect on January 2, 2011, and will require imposition of Best Available Control Technology (BACT) for GHG emissions if a new major source or modification of a source is projected to result in GHG emissions of at least 75,000 tons per year (CO₂ equivalent).  In addition, existing major sources will need to amend their operating permits to include applicable requirements relating to GHGs.  The EPA has stated it will issue guidance later in 2010 on BACT for power plants, which may focus initially on energy efficiency requirements.  These regulatory provisions may ultimately be nullified if Congress enacts GHG legislation that preempts regulations promulgated by the EPA.  The EPAs effort to regulate GHG emissions through the CAA’s permitting programs has been appealed to the U.S. Court of Appeals for the District of Columbia Circuit.

In August 2007, Oregon enacted legislation establishing goals for the reduction of GHG emissions, which seek to (i) by 2010, cease the growth of Oregon GHG emissions; (ii) by 2020, reduce GHG levels to 10 percent below 1990 levels; and (iii) by 2050, reduce GHG levels to at least 75 percent below 1990 levels.  The legislation also calls for state government-developed policy recommendations in the future to assist in the monitoring and achievement of these goals.

Idaho Power will continue to monitor and evaluate proposed international, federal, state, and regional GHG legislation or initiatives as well as judicial decisions that could affect its generating facilities and operations.  A significant portion of the current initiatives regarding GHG emissions contemplate market-based compliance programs.  The regulation of GHG emissions under the CAA could result in GHG emission limits on stationary sources that do not provide market-based compliance options such as cap-and-trade programs or emission offsets.  Such a program could raise uncertainty about the future viability of fossil fuels, specifically coal, as an economical energy source for new and existing electric generation facilities because new technologies for reducing CO₂ emissions from coal, including carbon capture storage, are still in the development stage and are not yet proven.  Emission standards could require significant increases in capital expenditures and operating costs, which may accelerate the retirement of older, less-efficient coal-fired units.

There are financial, regulatory, and logistical uncertainties related to GHG reductions and the implementation of renewable energy mandates.  These will need to be resolved before the impact of such requirements on Idaho Power can be meaningfully estimated.  The impact on Idaho Power of currently proposed legislation relating to GHG emissions would depend on a variety of factors, including the specific GHG emissions limits or renewable energy requirements, the timing of implementation of these limits or requirements, the level of emissions allowances allocated and the level that must be purchased, the purchase price of emissions allowances, the development and commercial availability of technologies for renewable energy and for the reduction of emissions, the degree to which offsets may be used for compliance, provisions for cost containment (if any), the impact on coal and natural

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 gas prices, and cost recovery through rates.  Accordingly, Idaho Power cannot meaningfully predict the effect on its results of operations, financial position, or cash flows of any GHG emission, renewable energy mandate, or other global climate change requirements that may be adopted, although the costs to implement and comply with any such requirements could be substantial.  Idaho Power would seek to recover these costs and expenditures from customers as costs of doing business but is unable to predict whether it would be permitted to recover some or all of the increased costs and expenditures from customers through rates.

However, to the extent GHG emissions are regulated through a federal GHG emissions program, Idaho Power believes its business could also benefit.  Idaho Power’s generation fleet has an overall CO₂ emission rate that is lower than the industry average with a substantial amount of the fleet’s output coming from hydroelectric plants, which generate significantly lower CO₂ emissions than fossil fuel plants.  Such regulatory initiatives may also lead to increased opportunities associated with renewable generation and alternative fuels.

In the 2009 IRP, Idaho Power did not include any new conventional coal resources in the resource portfolio due to the uncertainty regarding future GHG regulations.  IDACORP and Idaho Power’s boards of directors continue to review environmental issues on a regular basis and in connection with the review of the companies’ strategic plans.  The boards of directors are also frequently informed of any new material environmental issues, including updates on any proposed legislation.

Renewable Standards:  The American Clean Energy and Security Act of 2009, in the form passed in the U.S. House of Representatives on June 26, 2009, would require utilities to obtain 20 percent of their electricity from renewable sources by 2020, and reduce demand an additional five percent through conservation and increased energy efficiency.  The Senate version, if enacted, would require electric utilities to meet 15 percent of their electricity sales through renewable sources of energy or energy efficiency by 2021.  Resources eligible to meet these standards include wind, solar, geothermal, biomass, landfill gas, ocean, and incremental hydropower (efficiency improvements or new capacity).  Both bills recognize the benefits of existing hydroelectric generation by allowing utilities to subtract generation from existing hydroelectric projects from their total sales base prior to calculating the percentage requirement.  Idaho Power will be required to comply with a ten percent renewable portfolio standard (RPS) in Oregon beginning in 2025.  Idaho Power expects to meet these requirements with the REC’s from the Elkhorn Valley wind project.  No RPS requirement currently exists in Idaho.  Idaho Power continues to monitor proposed federal renewable energy standard (RES) legislation, which if passed could increase Idaho Power’s capital expenditures and operating costs and reduce earnings and cash flows.

Idaho Power has contracts to purchase energy from seven wind projects that have already achieved commercial operations.  The combined nameplate rating of these projects is 192 MW.  Idaho Power also has an additional 275 MW of wind generation with signed and IPUC approved contracts that have not yet been constructed.  Idaho Power is currently negotiating a power purchase agreement for additional wind generation with a capacity of approximately 160 MW, pursuant to which Idaho Power would receive the RECs.  Idaho Power recently entered into an agreement with USG Oregon, LLC for the purchase of energy from a geothermal electric generation facility under development near Vale, Oregon, with an estimated 22 MW output and expected on-line date of late 2012.  Idaho Power has contracted to receive the RECs from the project during the term of the agreement.  On June 8, 2010, Idaho Power entered into a 20 year PURPA power purchase agreement with Grand View Solar PV One, LLC.  The solar power generation facility, which has not yet been constructed, is expected to have a 20-MW nameplate capacity and will be located in Elmore County, Idaho.  A decision from the IPUC regarding the prudency of power purchase costs included in the agreement is pending.  Idaho Power does not receive the RECs associated with PURPA projects and is selling its near-term RECs and returning to customers their share of those proceeds through the PCA.  Idaho Power filed a REC Management Plan with the IPUC in December 2009 to address its treatment of future RECs.  Under Idaho Power’s REC Management Plan, Idaho Power would sell near-term RECs, while continuing to acquire and hold long-term contractual rights to own RECs for use in meeting a future federal RES.  During the six months ended June 30, 2010, Idaho Power’s REC sales totaled $2.2 million.  Idaho Power has sold all of its 2009 and earlier vintage RECs.  Idaho Power has sold a portion of its 2010 RECs and intends to continue selling its 2010 RECs as they are generated and become available for sale.

Idaho Power continues to pursue additional geothermal, wind, and combined heat and power generation resource development opportunities.  Other renewable generation resources anticipated from future cogeneration and small power production contracts include solar, biomass, and additional wind projects.

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Air Quality:  Idaho Power co-owns three coal-fired power plants and owns two natural gas combustion turbine power plants that are subject to air quality regulation.  The coal-fired plants are:  Jim Bridger (33 percent interest) located in Wyoming; Boardman (10 percent interest) located in Oregon; and Valmy (50 percent interest) located in Nevada.  The natural gas-fired plants, Danskin and Bennett Mountain, are located in Idaho.  The CAA establishes controls on the emissions from stationary sources like those owned by Idaho Power.  The EPA adopts many of the standards and regulations under the CAA, while states have the primary responsibility for implementation and administration of these air quality programs.  In February 2010, a bill was introduced in the Senate to impose limits on SO₂ and NO_x emissions from power plants starting in 2012 and to require at least a 90 percent reduction in mercury emissions from coal-fired generation.  Idaho Power continues to actively monitor, evaluate, and work on air quality issues pertaining to federal and state mercury emission rules, possible legislative amendment of the CAA as discussed above, National Ambient Air Quality Standards (NAAQS), and Regional Haze – Best Available Retrofit Technology (RH BART) and NSR permitting.

Idaho Power is currently in the process of constructing a natural gas-fired CCCT generating plant with a summer nameplate capacity of 300 MW and a winter capacity of approximately 330 MW in Payette County, Idaho, referred to as the Langley Gulch power plant.  The Langley Gulch power plant is currently estimated to be in service in July 2012.  On June 25, 2010, the Idaho Department of Environmental Quality issued to Idaho Power an air quality permit to construct the Langley Gulch power plant which imposes on Idaho Power, among other things, design, emissions monitoring, performance testing, reporting, and operating requirements, conditions, and limitations.

Mercury Emissions:  Mercury continuous emission monitoring systems have been installed on all of the coal-fired units at the Jim Bridger, Boardman, and Valmy plants and tests to confirm the accuracy of the data being collected are currently underway.  The EPA has announced that it is developing maximum achievable control technology (MACT) standards to reduce mercury emissions from coal-fired power plants.  Early indications are that these MACT standards will apply uniformly to all coal-fired power plants, unlike the cap-and-trade mercury standards of the Clean Air Mercury Rule.  In 2008, the State of Oregon adopted a mercury rule requiring Boardman to reduce mercury emissions by 90 percent or meet an emission rate of 0.6 lbs/trillion BTU by July 2012.  Idaho Power continues to monitor Wyoming and Nevada actions related to mercury emissions.  Idaho Power is unable to predict at this time what actions the EPA or the other states may take to reduce mercury emissions from its coal-fired power plants.  In April 2010, the U.S. District Court for the District of Columbia approved, by consent decree, a timetable that would require the EPA to propose a standard to control mercury emissions from coal-fired power plants by May 16, 2011, and to finalize it by November 2011.

National Ambient Air Quality Standards (NAAQS):  In July 1997, the EPA adopted new NAAQS for ozone (8-hour ozone standard) and fine particulate matter of less than 2.5 micrometers in diameter (PM2.5 standard).  Regulations promulgated by the EPA to implement these NAAQS have been challenged and portions have been remanded back to the EPA for reconsideration.  The EPA and state efforts to implement the NAAQS adopted in 1997 are ongoing.  All of the counties in Idaho, Oregon, Nevada, and Wyoming where Idaho Power’s power plants operate currently are designated as meeting attainment with the 8-hour ozone and PM2.5 standards adopted by the EPA in 1997.

In December 2006, the EPA revised the NAAQS for PM2.5.  This new standard was challenged by a number of groups in the U.S. Court of Appeals for the District of Columbia Circuit and the court remanded the standard back to the EPA in February 2009.  All of the counties in Idaho, Nevada, Oregon and Wyoming where Idaho Power’s power plants operate currently were designated as meeting attainment with the revised PM2.5 NAAQS.  The impact of the new standard will not be known until the judicial appeals are completed and the associated regulatory programs are promulgated and implemented.

In March 2008, the EPA promulgated a final regulation which revised the 8-hour ozone NAAQS, and on January 19, 2010, the EPA proposed to adopt a more stringent 8-hour ozone NAAQS.  Idaho Power is unable to predict what impact the adoption of this standard may have on its operations.
 

On January 22, 2010, the EPA adopted a new NAAQS for NO2 at a level of 100 parts per billion averaged over a 1-hour period.  In addition, on June 22, 2010, the EPA adopted a new NAAQS for SO2 at a level of 75 parts per billion average over a one-hour period.  The EPA has not yet designated areas as attaining or not attaining these new

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NAAQS.  Idaho Power is unable to predict what impact the adoption and implementation of these standards may have on its operations.

Regional Haze – Best Available Retrofit Technology:  In accordance with federal regional haze rules, coal-fired utility boilers are subject to RH BART if they were built between 1962 and 1977 and affect any Class I areas.  This includes all four units at the Jim Bridger plant and the Boardman plant.  The two units at the Valmy plant were constructed after 1977 and are not subject to the federal regional haze rule.  The Wyoming Department of Environmental Quality (WDEQ) and the ODEQ have conducted assessments of the Boardman and Bridger plants pursuant to an RH BART process.  These states have also evaluated the need for additional controls at Boardman and Bridger to achieve reasonable progress toward a long term strategy beyond RH BART to reduce regional haze in Class I areas to natural conditions by the year 2064.

On December 31, 2009, the WDEQ issued a RH BART permit to PacifiCorp for the Jim Bridger plant.  The WDEQ determined that low NOx burners with over-fire air is RH BART for NOx for all four Bridger units and that RH BART is not required for SO2 for the Bridger plant.  As part of the WDEQ’s long term strategy for regional haze, the permit requires that PacifiCorp install selective catalytic reduction (SCR) for NOx control at Bridger Units 3 and 4 by December 31, 2015 and December 31, 2016, respectively, and submit an application by January 15, 2015 to install add-on NOx controls at Bridger Units 1 and 2 by December 31, 2023.  PacifiCorp is already in the process of installing low NOx burners and SO2 scrubber upgrades at the Bridger plant.  The SO2 scrubber upgrade project has been completed on Bridger Units 2 and 4 and is expected to be completed on the other two units by the end of 2011.  Idaho Power expects to spend approximately $22 million between 2009 and 2012 to complete these projects.  Idaho Power’s estimated share of the cost to install SCR on Bridger Units 3 and 4 is $120 million.  Installation of SCR also could require extended maintenance outages.  Design and cost estimates for add-on NOx controls at Bridger Units 1 and 2 are not yet available.  On February 26, 2010, PacifiCorp filed an administrative appeal of the Bridger RH BART permit with the Wyoming Environmental Quality Council.  PacifiCorp contends that WDEQ lacked the legal and technical basis to require the SCR and add-on NOx controls required by the permit.  Idaho Power will continue to monitor this process.  It is not possible for Idaho Power to predict the outcome of the administrative appeals process at this time.

On June 19, 2009, the Oregon Environmental Quality Commission adopted a rule that would require the installation of controls at Boardman in two phases.  The first phase, which ODEQ determined is RH BART, would require the installation of low NOx burners and over-fire air by July 1, 2011, and the installation of semi-dry flue gas desulfurization and a bag house by July 1, 2014.  The second phase, which is part of ODEQ’s long term strategy, would require the installation of SCR by July 1, 2017.  Idaho Power’s estimated share of the cost of the pollution control requirements for RH BART and the long term strategy is between approximately $52 million and $56 million.  Approximately three-quarters of the costs would be incurred by 2014 with the remainder incurred by 2017.  Installation of this pollution control equipment also could require extended maintenance outages.

On April 2, 2010, PGE submitted a petition requesting that the OEQC amend the RH BART and long term strategy requirements for the Boardman plant to be the installation of low NO_x burners and over-fire air by July 1, 2011, the phased transition to reduced sulfur coal by December 31, 2011 and July 1, 2014, and the closure of Boardman plant coal-fired boiler by December 31, 2020.  However, on June 17, 2010, the OEQC denied PGE’s 2020 closure proposal and directed the ODEQ to explore additional options for early closure and initiate a rulemaking procedure.  On June 28, 2010, the ODEQ stated that it would begin a public discussion of three draft closure options for the Boardman plant, in advance of formal rulemaking.  The ODEQ’s three proposals contemplate early closure of the plant by 2020, 2018, or 2015-2016.  The ODEQ stated that the capital cost of installing pollution control equipment for each of the options would be $321 million, $103 million, and $36 million, respectively.  Each of the proposals would still require the Boardman plant to meet the current 2012 deadline for installing controls to meet the ODEQ’s mercury emission rules.  The ODEQ stated that its rules would be written such that PGE could choose any option, and that if no option is selected by PGE the existing rules adopted last year, which the ODEQ stated will involve a capital cost of $498 million, would apply.  Public meetings will be scheduled in September 2010 to discuss the proposals, and a final ruling is expected to be submitted to the OEQC in December 2010.  Idaho Power is a ten percent owner of the Boardman plant, representing 64 MW of nameplate capacity.  Idaho Power is evaluating and discussing with PGE the various options for early closure of the Boardman plant, as well as alternatives.  At June 30, 2010, Idaho Power’s net book value in the Boardman plant was approximately $20 million with annual depreciation of approximately $1.2 million.

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While not required under RH BART, installation of low NO_x burners and over-fired upgrades has been completed at the Valmy plant.

New Source Review:  Since 1999, the EPA and the U.S. Department of Justice have been pursuing a national enforcement initiative focused on the compliance status of coal-fired power plants with the NSR permitting requirements and New Source Performance Standards (NSPS) of the CAA.  This initiative has resulted in both enforcement litigation and significant settlements with a large number of public utilities and other owners of coal-fired power plants across the country.  The current administration has indicated an intention to continue this NSR enforcement initiative.  The EPA sent information requests under section 114 of the CAA, requesting information relevant to NSR and NSPS compliance to the Jim Bridger plant in 2003, the Valmy plant in 2009, and the Boardman plant in 2008 with a follow up request for information in 2009.  Idaho Power is a co-owner of these plants, but does not operate the plants.  A number of utilities that have received section 114 information requests have engaged in negotiations with the EPA to address any allegations of non-compliance with NSR and NSPS requirements.  In some cases, such negotiations have resulted in settlements requiring the payment of civil penalties, installation of additional pollution controls, the surrender of emission allowances, and the completion of supplemental environmental projects.  Idaho Power cannot predict the outcome of these investigatory and enforcement matters at this time.

Coal Combustion Byproducts (CCBs):  In December 2008, the breach of a dike at the Tennessee Valley Authority’s Kingston Station resulted in a spill of several million cubic yards of ash into a nearby river and onto private properties.  In June 2010, the EPA proposed regulations pursuant to the Resource Conservation and Recovery Act governing the disposal and management of CCBs.  The EPA requested comments on two options for regulating CCBs.  The first would regulate CCBs as a new “special waste” subject to many of the requirements for hazardous waste, while the second would regulate CCBs in a manner similar to typical solid waste, subject to fewer and less stringent environmental requirements.  Either of the EPA’s proposed options represents a shift toward more comprehensive and potentially more expensive requirements for CCBs disposal and management.  If this or other new legislation or regulations increase the cost of managing and disposing of CCBs or create additional liability with respect to historic disposal practices, they could have an adverse impact on Idaho Power’s consolidated financial position, results of operations, or cash flows.  However, the financial and operational consequences cannot be determined until final legislation is passed or regulations enacted.

PCBs:  In April 2010, the EPA issued an advance notice of proposed rulemaking pursuant to the Toxic Substances Control Act regarding the use of polychlorinated biphenyls (PCBs).  The EPA is considering revisiting the use authorization allowing the continued use of PCBs in equipment.  If new regulations require the replacement of existing equipment, they could have an adverse effect on Idaho Power’s consolidated financial position, results of operations, or cash flows.  However, the financial and operational consequences cannot be determined until final regulations are enacted.  Idaho Power currently records asset retirement obligation liabilities and associated regulatory assets for the estimated retirement costs of equipment containing PCBs.  Proposed regulations could accelerate Idaho Power’s estimated timing of the retirements of equipment with PCBs.

Endangered Species:

Slickspot Peppergrass:  This southwestern Idaho plant species was listed as threatened by the U.S. Fish and Wildlife Service (USFWS) effective December 2009.  While critical habitat for the plant was not designated at the time of listing, approximately 98 percent of the plant species is located on federal land owned by the BLM and the Department of Defense.  Parts of the Gateway West and Boardman to Hemingway 500 kV transmission lines and the Langley Gulch transmission and water lines will cross BLM land.  This listing will add an additional requirement and species for consideration in the ESA section 7 consultation.  A section 7 consultation is a process used to determine a proposed action’s effects on any ESA-listed species that may be within the project area.  This listing may increase the expense and delay the timing of permitting for these projects.
 

Sage Grouse:  On March 5, 2010, the USFWS announced that listing of the greater sage grouse as threatened or endangered under the ESA is warranted, but precluded by higher priority listing actions.  The sage grouse is now considered a “candidate species” under the ESA, which allows land management agencies to implement additional conservation measures in an effort to prevent a formal ESA listing.  Due to the presence of sage grouse in the

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vicinity, siting of Idaho Power’s Boardman to Hemingway and Gateway West 500-kV transmission lines has required more extensive, costly, and time consuming evaluation and engineering.  Newly proposed legislation in the State of Oregon relating to sage grouse may also adversely impact the project.  Any required additional conservation measures may increase the costs of existing operations and impact the cost and timing of siting and permitting of the Boardman to Hemingway and Gateway West transmission lines, the Langley Gulch project, and other construction and transmission projects.  Listing of the greater sage grouse as threatened or endangered under the ESA would add an additional requirement and species for consideration in ESA section 7 consultations for those projects, and may increase the expense and adversely affect the cost and timing of those projects.

Hells Canyon Project:  In 2007, the FERC requested initiation of formal consultation under the ESA with the National Marine Fisheries Service (NMFS) and the USFWS regarding potential effects of HCC relicensing on several listed aquatic and terrestrial species.  Formal consultation has not yet been initiated and NMFS and USFWS continue to gather and consider information relative to the effects of relicensing on relevant species.  Idaho Power continues to cooperate with the USFWS, the NMFS, and the FERC in an effort to address ESA concerns.  Idaho Power may be required to modify operations pursuant to the biological opinion that will result from formal consultation.  However, the issuance of a final biological opinion within the next 18 to 24 months is unlikely.

Bliss and Lower Salmon Falls Projects:  Idaho Power is finalizing a snail protection plan in cooperation with the USFWS.  If the plan is approved by the FERC, Idaho Power will file applications with the FERC to amend the licenses for the Bliss and Lower Salmon Falls projects that will maintain operating flexibility at both projects for the remainder of their licenses.

OTHER MATTERS:

Critical Accounting Policies and Estimates

IDACORP’s and Idaho Power’s discussion and analysis of their financial condition and results of operations are based upon their condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles.  The preparation of these financial statements requires IDACORP and Idaho Power to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.  On an ongoing basis, IDACORP and Idaho Power evaluate these estimates, including those estimates related to rate regulation, benefit costs, contingencies, litigation, impairment of assets, income taxes, unbilled revenue, and bad debt.  These estimates are based on historical experience and on other assumptions and factors that are believed to be reasonable under the circumstances, and are the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  IDACORP and Idaho Power, based on their ongoing reviews, make adjustments when facts and circumstances dictate.

IDACORP’s and Idaho Power’s critical accounting policies are reviewed by the Audit Committee of the boards of directors.  These policies are discussed in more detail under “Critical Accounting Policies and Estimates” in the Annual Report on Form 10-K for the year ended December 31, 2009, and have not changed materially from that discussion.

Recently Issued Accounting Pronouncements

See Note 1 – “Summary of Significant Accounting Policies” to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting pronouncements.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

IDACORP and Idaho Power are exposed to market risks, including changes in interest rates, changes in commodity prices, credit risk, and equity price risk.  The following discussion summarizes these risks and the financial instruments, derivative instruments, and derivative commodity instruments sensitive to changes in interest rates, commodity prices, and equity prices that were held at June 30, 2010:

Interest Rate Risk

IDACORP’s and Idaho Power’s interest rate risk has not changed materially from that reported in Item 7A of the Annual Report on Form 10-K for the year ended December 31, 2009.

Commodity Price Risk

IDACORP’s and Idaho Power’s commodity price risk has not changed materially from that reported in Item 7A of the Annual Report on Form 10-K for the year ended December 31, 2009.  Information regarding Idaho Power’s use of derivative instruments to manage commodity price risk can be found in Note 12 – “Derivative Financial Instruments” to the condensed consolidated financial statements included in this report.

Credit Risk

Idaho Power is subject to credit risk based on its activity with market counterparties.  Idaho Power is exposed to this risk to the extent that a counterparty may fail to fulfill a contractual obligation to provide energy, purchase energy, or complete financial settlement for market activities.  Idaho Power mitigates this exposure by actively establishing credit limits, measuring, monitoring, and reporting credit risk using appropriate contractual arrangements, and transferring of credit risk through the use of financial guarantees, cash or letters of credit.  Idaho Power maintains a current list of acceptable counterparties and credit limits.

The use of performance assurance collateral in the form of cash, letters of credit, or guarantees is common industry practice.  Idaho Power maintains margin agreements that allow performance assurance collateral to be requested of and/or posted with certain counterparties.  As of June 30, 2010, Idaho Power had posted approximately $7 million of assurance collateral.  Should Idaho Power experience a reduction in its credit rating on Idaho Power’s unsecured debt to below investment grade, Idaho Power could be subject to additional requests by its wholesale counterparties to post additional performance assurance collateral.  Counterparties to derivative instruments and other forward contracts could request immediate payment or demand immediate ongoing full daily collateralization on derivative instruments and contracts in net liability positions.  Based upon Idaho Power’s current energy and fuel portfolio and current market conditions as of June 30, 2010, the approximate amount of additional collateral that could be requested upon a downgrade is approximately $23 million.  Idaho Power actively monitors the portfolio exposure and the potential exposure to additional requests for performance assurance collateral calls, through sensitivity analysis, to minimize capital requirements.

Idaho Power’s credit risk related to uncollectible accounts has not changed materially from that reported in Item 7A of the Annual report on Form 10-K for the year ended December 31, 2009.

Equity Price Risk

IDACORP’s and Idaho Power’s equity price risk has not changed materially from that reported in Item 7A of the Annual Report on Form 10-K for the year ended December 31, 2009.

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 ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

IDACORP:  The Chief Executive Officer and the Chief Financial Officer of IDACORP, based on their evaluation of IDACORP’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of June 30, 2010, have concluded that IDACORP’s disclosure controls and procedures are effective as of that date.

Idaho Power:  The Chief Executive Officer and the Chief Financial Officer of Idaho Power, based on their evaluation of Idaho Power’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of June 30, 2010, have concluded that Idaho Power’s disclosure controls and procedures are effective as of that date.

Changes in Internal Control Over Financial Reporting

There have been no changes in IDACORP’s or Idaho Power’s internal control over financial reporting during the quarter ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect, IDACORP’s or Idaho Power’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Please refer to Note 9 - “Contingencies” to the condensed consolidated financial statements included in this report.

ITEM 1A.  RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I - Item 1A - “Risk Factors” in IDACORP’s and Idaho Power Company’s Annual Report on Form 10-K for the year ended December 31, 2009, as supplemented by the discussion below, which could materially affect IDACORP’s and Idaho Power’s business, financial condition, or future results.  The following are updates to the risk factors reported in the Annual Report on Form 10-K for the year ended December 31, 2009.

If the Idaho Public Utilities Commission, the Oregon Public Utility Commission or the Federal Energy Regulatory Commission grant less rate recovery in rate case filings than Idaho Power Company needs to cover its costs of providing services, earnings and cash flows may be reduced.  The prices that the Idaho Public Utilities Commission and Oregon Public Utility Commission authorize Idaho Power Company to charge for its retail services and the tariff rate that the Federal Energy Regulatory Commission permits Idaho Power Company to charge for transmission, are major factors in determining IDACORP’s and Idaho Power Company’s operating income and financial position.  The Idaho Public Utilities Commission and Oregon Public Utility Commission have the authority to disallow recovery of any costs that they consider unreasonable or imprudently incurred, and the Federal Energy Regulatory Commission formula rates may be insufficient for recovery of costs incurred.  While the Idaho Public Utilities Commission and Oregon Public Utility Commission have established through the ratemaking process an authorized rate of return for Idaho Power Company, the regulatory process does not provide assurance that Idaho Power Company will be able to achieve the earnings level authorized.  Further, while the Idaho Public Utilities Commission and Oregon Public Utility Commission are required to establish rates that are fair, just, and reasonable, they have significant discretion in determining the application of this standard.

In January 2010, the Idaho Public Utilities Commission approved a settlement agreement that imposed a general rate moratorium in effect until January 1, 2012.  While the moratorium does not apply to other specified revenue requirement proceedings, such as the power cost adjustment, the fixed cost adjustment, pension funding, advanced metering infrastructure, energy efficiency rider, and government imposed fees, Idaho Power Company attempts to manage its costs consistent with the moratorium.  However, if Idaho Power Company is unable to do so, or if such cost management results in increased operational risk, the moratorium could adversely affect Idaho Power Company’s operations or results of operations.

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In its Oregon jurisdiction, Idaho Power Company utilizes a power cost adjustment mechanism by which it can adjust future prices to reflect a portion of the difference between each year’s forecasted and actual net variable power costs.  Use of the approved cost sharing methodology requires that Idaho Power Company absorb certain power cost increases before it is allowed to recover any amount from customers, with the range of deviations in which Idaho Power Company absorbs the cost increases or decreases referred to as a “deadband.”  Accordingly, the power cost adjustment mechanism only partially offsets the potentially adverse financial impacts of forced generating plant outages, severe weather, reduced hydro generating availability, and volatile wholesale energy prices.

If the Idaho Public Utilities Commission or Oregon Public Utility Commission grant less rate recovery in rate case filings than Idaho Power Company needs to cover its costs, or if the Federal Energy Regulatory Commission makes changes to the formula rates for transmission tariffs, it may reduce earnings and cash flows.

Conditions that may be imposed in connection with hydroelectric license renewals may require large capital expenditures, increase operating costs, reduce hydroelectric production, and reduce earnings and cash flows.  Idaho Power Company is currently involved in renewing federal licenses for some of its hydroelectric projects, including its largest hydroelectric generation source, the Hells Canyon Complex.  Relicensing includes an extensive public review process that involves numerous natural resource issues and environmental conditions.  The listing of various species of salmon, wildlife, and plants as threatened or endangered has resulted in significant changes to federally-authorized activities, including those of hydroelectric projects.  Salmon recovery plans could include further major operational changes to the region’s hydroelectric projects.  In addition, new interpretations of existing laws and regulations could be adopted or become applicable to such facilities, which could further increase required expenditures for salmon recovery and endangered species protection and reduce the amount of hydroelectric generation available to meet Idaho Power Company’s energy requirements.

In 2007, the Federal Energy Regulatory Commission Staff issued a final environmental impact statement for the Hells Canyon Complex, which Idaho Power expects Federal Energy Regulatory Commission will use to determine whether, and under what conditions, to issue a new license for the Hells Canyon Complex.  Certain portions of the final environmental impact statement involve issues that may be influenced by water quality certifications for the project under section 401 of the Clean Water Act and formal consultations under the Endangered Species Act, which remain unresolved.  One significant issue involves water temperature gradients, and certain interested parties in the Hells Canyon Complex relicensing proceedings have proposed the installation of water temperature management apparatus which, if required to be installed, would likely require substantial capital expenditures to construct and maintain.  There can be no assurance that recovery through rates would be authorized, particularly given the magnitude of any potential impact on customer rates, which at this time cannot be accurately predicted.  Idaho Power Company cannot predict the requirements that might be imposed during the relicensing process, the economic impact of those requirements, or whether a new license will ultimately be issued.  Imposition of onerous conditions in the relicensing process could have a material adverse effect on Idaho Power Company’s operations, require large capital expenditures, increase operating costs, reduce hydroelectric production, and reduce earnings and cash flows.

Idaho Power Company’s business is subject to substantial governmental regulation and may be adversely affected by increased costs resulting from, or liability under, existing or future regulations or requirements.  Idaho Power Company is subject to extensive federal and state laws, policies, and regulations, as well as regulatory actions and regulatory audits, including those of the Federal Energy Regulatory Commission, the Environmental Protection Agency, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, and the public utility commissions in Idaho, Oregon, and Wyoming.  Some of these regulations are changing or subject to interpretation, and failure to comply may result in penalties or other adverse consequences.  Idaho Power Company has self-reported compliance issues to the Federal Energy Regulatory Commission and to the Western Electricity Coordinating Council, and the Western Electricity Coordinating Council has recently completed an audit of reliability standards.  Several of the matters self-reported to the Federal Energy Regulatory Commission and the Western Electricity Coordinating Council remain outstanding.  Compliance with these requirements directly influences Idaho Power’s operating environment and may significantly increase Idaho Power’s operating costs.  Further, potential monetary and non-monetary penalties for violation of Federal Energy Regulatory Commission regulations may be substantial, and in some circumstances monetary penalties may be as high as $1 million per day per violation.  The imposition of penalties on Idaho Power Company could have an adverse impact on Idaho Power Company’s and IDACORP’s results of operations, financial condition, and cash flows.

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Recent negative publicity in the energy sector may result in public opposition to Idaho Power Company’s power generation and transmission projects and increased environmental and other regulations, which may adversely impact IDACORP’s and Idaho Power Company’s results of operations, financial condition, and cash flows.  The energy sector in general has been the subject of negative publicity, most recently in the context of the dialogue regarding factors contributing to climate change and the sourcing of fuels.  Idaho Power Company, in particular, has faced public opposition in connection with its transmission expansion initiatives and ordinary utility rate increases.  Negative publicity and public opposition of this nature may make legislators, regulators, and courts, whether as a result of public opposition or otherwise, less likely to take a favorable view of energy companies in general or Idaho Power Company specifically, which could cause them to make decisions or take actions that are adverse to Idaho Power Company.  In addition to the direct costs Idaho Power Company may incur as a result of any such new environmental laws and regulations, the increased costs incurred by other energy and natural resource companies as a result of complying with new environmental laws and regulations may increase the cost of purchasing power in the wholesale markets, which could adversely impact Idaho Power Company’s results of operations, financial condition, and cash flows.

Idaho Power Company’s ability to enter into over-the-counter derivatives and hedge commodity and interest rate risk may be adversely affected by recent federal legislation.  In July 2010, Congress enacted, and President Obama signed, financial reform legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Title VII of the legislation provides for the regulation of the over-the-counter derivatives market, and requires the posting of cash collateral for uncleared swaps.  If the rules enacted under the legislation require that Idaho Power Company post cash collateral on its swap transactions, its liquidity may be adversely affected, and rules promulgated under the legislation may limit Idaho Power Company’s ability to enter into over-the-counter derivatives to hedge commodity and interest rate risks.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Restrictions on Dividends

A covenant under IDACORP’s credit facility and Idaho Power’s credit facility requires IDACORP and Idaho Power to maintain leverage ratios of consolidated indebtedness to consolidated total capitalization, as defined therein, of no more than 65 percent at the end of each fiscal quarter.  Idaho Power’s Revised Code of Conduct approved by the IPUC on April 21, 2008, states that Idaho Power will not pay any dividends to IDACORP that will reduce Idaho Power’s common equity capital below 35 percent of its total adjusted capital without IPUC approval.  Idaho Power’s ability to pay dividends on its common stock held by IDACORP and IDACORP’s ability to pay dividends on its common stock are limited to the extent payment of such dividends would violate the covenants or Idaho Power’s Revised Code of Conduct.

Idaho Power’s articles of incorporation contain restrictions on the payment of dividends on its common stock if preferred stock dividends are in arrears.  Idaho Power has no preferred stock outstanding.  Further, Idaho Power must obtain approval of the OPUC before it could directly or indirectly loan funds or issue notes or give credit on its books to IDACORP.

See Note 6 - “Common Stock” to the condensed consolidated financial statements included in this report for a further discussion of restrictions on IDACORP’s and Idaho Power’s payment of dividends.

Idaho Power must obtain approval of the OPUC before it could directly or indirectly loan funds or issue notes or give credit on its books to IDACORP.
 

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Issuer Purchases of Equity Securities

During the quarter ended June 30, 2010, IDACORP effected the following repurchases of its common stock:

					(c)	(d)
					Total Number of	Maximum Number
		(a)			Shares Purchased	(or Approximate
		Total	(b)		as Part of Publicly	Dollar Value) of
		Number of	Average		Announced Plans	Shares that May Yet
		Shares	Price Paid		or	Be Purchased Under
Period		Purchased 1	per Share		Programs	the Plans or Programs
April 1 – April 30, 2010		459	$	36.08	-	-
May 1 – May 31, 2010		-		-	-	-
June 1 – June 30, 2010		-		-	-	-
	Total	459	$	36.08	-	-
1 These shares were withheld for taxes upon vesting of restricted stock.

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 ITEM 6.  EXHIBITS

Exhibit No.	Description
*4.11	Idaho Power Company Forty-sixth Supplemental Indenture to Mortgage and Deed of Trust, dated as of June 1, 2010.  File number 1-3198, Form 8-K, filed on 6/18/2010 as Exhibit 4.
4.12	Idaho Power Company Instrument of Further Assurance relating to Mortgage and Deed of Trust, dated as of August 3, 2010.
*10.311	IDACORP, Inc. Executive Incentive Plan, as amended March 18, 2010 and approved May 20, 2010.  File number 1-14465, 1-3198, Form 8-K, filed on 5/21/2010 as Exhibit 10.1.
10.661	IDACORP, Inc. and/or Idaho Power Company Executive Officers with Amended and Restated Change in Control Agreements Chart, as of June 30, 2010.
10.69	Joint Purchase and Sale Agreement, dated April 30, 2010, by and between Idaho Power Company and PacifiCorp.
10.70	Hemingway Joint Ownership and Operating Agreement, dated May 3, 2010, by and between Idaho Power Company and PacifiCorp.
10.71	Populus Joint Ownership and Operating Agreement, dated May 3, 2010, by and between Idaho Power Company and PacifiCorp.
12.1	IDACORP, Inc. Computation of Ratio of Earnings to Fixed Charges and Supplemental Ratio of Earnings to Fixed Charges.
12.2	Idaho Power Company Computation of Ratios of Earnings to Fixed Charges and Supplemental Ratio of Earnings to Fixed Charges.
15.1	Letter Re:  Unaudited Interim Financial Information.
31.1	IDACORP, Inc. Rule 13a-14(a) CEO certification.
31.2	IDACORP, Inc. Rule 13a-14(a) CFO certification.
31.3	Idaho Power Rule 13a-14(a) CEO certification.
31.4	Idaho Power Rule 13a-14(a) CFO certification.
32.1	IDACORP, Inc. Section 1350 CEO certification.
32.2	IDACORP, Inc. Section 1350 CFO certification.
32.3	Idaho Power Section 1350 CEO certification.
32.4	Idaho Power Section 1350 CFO certification.
99.1	Earnings press release for the second quarter 2010.
101.INS2	XBRL Instance Document
101.SCH2	XBRL Taxonomy Extension Schema Document
101.CAL2	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF2	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB2	XBRL Taxonomy Extension Label Linkbase Document
101.PRE2	XBRL Taxonomy Extension Presentation Linkbase Document
*  Previously filed and incorporated herein by reference
1  Management contract or compensatory plan or arrangement
2   Includes data files for the following materials from the quarterly report on Form 10-Q of IDACORP, Inc. for the interim period ended June 30, 2010, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; (iv) the Condensed Consolidated Statements of Comprehensive Income; (v) the Condensed Consolidated Statements of Equity; and (vi) the Notes to Condensed Consolidated Financial Statements tagged as blocks of text.  Pursuant to Rule 406T of SEC Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.  These files are being furnished only by IDACORP, Inc. and not by its subsidiary, Idaho Power Company.

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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 thereunto duly authorized.

		IDACORP, INC.
		(Registrant)
Date:	August 5, 2010	By:	/s/ J. LaMont Keen
			J. LaMont Keen
			President and Chief Executive Officer
Date:	August 5, 2010	By:	/s/ Darrel T. Anderson
			Darrel T. Anderson
			Executive Vice President - Administrative
			Services and Chief Financial Officer
		IDAHO POWER COMPANY
		(Registrant)
Date:	August 5, 2010	By:	/s/ J. LaMont Keen
			J. LaMont Keen
			President and Chief Executive Officer
Date:	August 5, 2010	By:	/s/ Darrel T. Anderson
			Darrel T. Anderson
			Executive Vice President - Administrative
			Services and Chief Financial Officer

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 EXHIBIT INDEX

Exhibit No.	Description
4.12	Idaho Power Company Instrument of Further Assurance relating to Mortgage and Deed of Trust, dated as of August 3, 2010.
10.661	IDACORP, Inc. and/or Idaho Power Company Executive Officers with Amended and Restated Change in Control Agreements Chart, as of June 30, 2010.
10.69	Joint Purchase and Sale Agreement, dated April 30, 2010, by and between Idaho Power Company and PacifiCorp.
10.70	Hemingway Joint Ownership and Operating Agreement, dated May 3, 2010, by and between Idaho Power Company and PacifiCorp.
10.71	Populus Joint Ownership and Operating Agreement, dated May 3, 2010, by and between Idaho Power Company and PacifiCorp.
12.1	IDACORP, Inc. Computation of Ratio of Earnings to Fixed Charges and Supplemental Ratio of Earnings to Fixed Charges.
12.2	Idaho Power Company Computation of Ratios of Earnings to Fixed Charges and Supplemental Ratio of Earnings to Fixed Charges.
15.1	Letter Re:  Unaudited Interim Financial Information.
31.1	IDACORP, Inc. Rule 13a-14(a) CEO certification.
31.2	IDACORP, Inc. Rule 13a-14(a) CFO certification.
31.3	Idaho Power Rule 13a-14(a) CEO certification.
31.4	Idaho Power Rule 13a-14(a) CFO certification.
32.1	IDACORP, Inc. Section 1350 CEO certification.
32.2	IDACORP, Inc. Section 1350 CFO certification.
32.3	Idaho Power Section 1350 CEO certification.
32.4	Idaho Power Section 1350 CFO certification.
99.1	Earnings press release for the second quarter 2010.
101.INS2	XBRL Instance Document.
101.SCH2	XBRL Taxonomy Extension Schema Document.
101.CAL2	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF2	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB2	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE2	XBRL Taxonomy Extension Presentation Linkbase Document.
1  Management contract or compensatory plan or arrangement
2   Includes data files for the following materials from the quarterly report on Form 10-Q of IDACORP, Inc. for the interim period ended June 30, 2010, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; (iv) the Condensed Consolidated Statements of Comprehensive Income; (v) the Condensed Consolidated Statements of Equity; and (vi) the Notes to Condensed Consolidated Financial Statements tagged as blocks of text.  Pursuant to Rule 406T of SEC Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.  These files are being furnished only by IDACORP, Inc. and not by its subsidiary, Idaho Power Company.

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EX-4

Exhibit 4.12

IDAHO POWER COMPANY

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

AND

STANLEY BURG,

As Trustees under its Mortgage and Deed of Trust
dated as of October 1, 1937.

Instrument of Further Assurance

Dated as of August 3, 2010

INSTRUMENT OF FURTHER ASSURANCE

INSTRUMENT OF FURTHER ASSURANCE dated as of the 3^rd day of August, 2010 made by 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”), for the benefit of 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”; 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, dated as of October 1, 1937, recorded as shown on Exhibit A attached hereto, which Exhibit A is incorporated by reference into this Instrument of Further Assurance (such Mortgage and Deed of Trust hereinafter sometimes referred to as the “Original Indenture”) 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, recorded as shown on Exhibit A (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 Counties of Elko,, Humboldt and Lander, Nevada; the Counties of Baker, Grant, Harney, Malheur, Morrow, 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, all as shown on Exhibit A, 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
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; and

WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth Supplemental Indenture) have each been recorded in the records of the Counties of Elko, Humboldt and Lander, Nevada; the Counties of Baker, Grant, Harney, Malheur, Morrow, 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, all as set forth in Exhibit A hereto, and with the Secretary of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and

WHEREAS, the Original Indenture and certain of said Supplemental Indentures provide, among other things, that the Indenture shall be a lien upon all properties, real, personal and mixed (except any expressly excepted) which the Company owned at the time of the execution and delivery by the Company of the Original Indenture or thereafter acquired; and

WHEREAS, by Section 42 of the Original Indenture, the Company covenanted that it would execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Original Indenture and to make subject to the lien of the Indenture any property thereafter acquired intended to be subject to the lien thereof; and

WHEREAS, the properties generally described or referred to in the Indenture include, without limitation, the real properties more specifically described or referred to herein.

NOW, THEREFORE, THIS INSTRUMENT 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 Instrument of Further Assurance 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, owned by the Company as of the date of the Original Indenture or 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--that is to say:

3

(a)        all generating plants, transmission lines and systems, distribution lines and systems, substations and switch racks, franchises, telephone lines, improvements and buildings;

(b)        all real properties owned in fee, which are specifically described in the instruments listed in and/or referred to by recording information in Exhibit B attached hereto and incorporated herein by reference (which actual instruments listed in and/or referred to in Exhibit B are also incorporated into this Instrument of Further Assurance by reference) to the extent any of the same has not been heretofore released;

(c)        all equipment and fixtures; and

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

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

It is not intended herein or hereby to include in or subject to the lien of the Indenture, and the granting clauses hereof shall not be deemed to apply to, (1) any revenues, earnings, rents, issues, income or profits of the mortgaged and pledged property, or any bills, notes or accounts receivable, contracts or choses in action, except to the extent permitted by law in case a completed default specified in Section 65 of the Indenture shall have occurred and be continuing and either or both of the Trustees, or a receiver or trustee, shall have entered upon or taken possession of the mortgaged and pledged property, or (2) in any case, unless specifically subjected to the lien thereof, any bonds, notes, evidences of indebtedness, shares of stock, or other securities or any cash (except cash deposited with the Corporate Trustee pursuant to any 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 of the Indenture) unto the Corporate Trustee, and their successors, heirs and assigns forever;

4

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

All terms contained in this Instrument of Further Assurance shall, for all purposes hereof, have the meanings given to such terms in Article I of the Original Indenture, as amended by Article IV of the Second Supplemental Indenture.

This Instrument of Further Assurance may be executed in any number of originals, such originals together constitute but one and the same instrument.  Any such original, as recorded or filed in any county or jurisdiction, may omit (a) such portions of Exhibit A hereto as shall contain data as to the recording or filing of the Indenture in other counties or jurisdictions and (b) such portions of Exhibit B hereto as shall describe or refer to properties located in other counties or jurisdictions.

This Instrument of Further Assurance supplements the Indenture.  As supplemented by this Instrument of Further Assurance, the Indenture is hereby confirmed, and the Indenture and this Instrument of Further Assurance shall together constitute but one and the same instrument.

5

IN WITNESS WHEREOF, Idaho Power Company 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, 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
Executive Vice President – Administrative
Services 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 L. Smith
/s/ Colette Shepard

6

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

On the 3^rd day of August, in the year 2010, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he is the  Executive Vice President – Administrative Services and Chief Financial Officer of Idaho Power Company, 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 Executive Vice President – Administrative Services 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/ Christa Bearry

Christa Bearry

Notary Public, State of Idaho

Commission expires February 4, 2015

7

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 Executive Vice President – Administrative Services and Chief Financial Officer of Idaho Power Company, a corporation, the mortgagor described in the foregoing instrument of further assurance, and makes this affidavit on behalf of said Idaho Power Company; that said instrument of further assurance 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

Executive Vice President –

Administrative Services and

Chief Financial Officer

Subscribed and sworn to before me
this 3^rd day of August, 2010.

/s/ Christa Bearry

Christa Bearry

Notary Public, State of Idaho

Commission expires February 4, 2015

8

EXHIBIT A

 

ADA COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/13/37	145	452	179955
First	9/27/39	151	294	192480
Second	11/29/43	168	130	223338
Third	2/15/47	184	190	259939
Fourth	5/20/48	195	132	275578
Fifth	12/15/49	213	95	294924
Sixth	11/17/51	232	188	325093
Seventh	1/29/57	290	39	406008
Eighth	9/9/57	297	48	416088
Ninth	1/20/58	301	270	422714
Tenth	4/23/58	305	91	428182
Eleventh	11/14/58	315	178	441059
Twelfth	6/22/59	327	218	457163
Thirteenth	12/29/60	345	596	494029
Fourteenth	12/12/61	356	1	517246
Fifteenth*
Sixteenth	5/23/66	406	550	639836
Seventeenth	11/8/66	410	169	651988
Eighteenth	11/8/72	133	0325	825934
Nineteenth	2/8/74			874355
Twentieth	8/20/74			896816
Twenty-first	11/22/74			906654
Twenty-second	1/4/77			7700349
Twenty-third	9/12/78			7848746
Twenty-fourth	9/28/79			7953673
Twenty-fifth	1/27/82			8203292
Twenty-sixth	1/27/82			8225752
Twenty-seventh	7/24/86			2641937
Twenty-eighth	12/5/89			8960984
Twenty-ninth	3/19/90			9013755
Thirtieth	3/8/91			9111766
Thirty-first	9/6/91			9149669
Thirty-second	5/7/91			9229142
Thirty-third	6/8/93			9342894
Thirty-fourth	4/28/94			94039158
Thirty-fifth	1/2/01			101001693
Thirty-sixth	12/7/01			101129446
Thirty-seventh	7/21/03			103119975
Thirty-eighth	12/18/03			103207770
Thirty-ninth	12/4/03			103200865
Fortieth	2/16/06			106024693
Forty-first	3/30/07			107045111
Forty-second	5/29/07			107075591
Forty-third	10/3/07			107137136
Forty-fourth	4/10/08			108041694
Forty-fifth	3/5/10			110019764
Forty-sixth	6/24/10			110058143
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

ADAMS COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/13/37	145	452	179955
First	8/2/44	14	106	28686
Second	8/2/44	14	113	28687
Third	2/17/47	14	315	30851
Fourth	5/20/48	14	453	31841
Fifth	12/1/49	14	561	33038
Sixth	11/5/51	15	159	34411
Seventh	1/30/57	16	209	37821
Eighth	8/16/57	16	281	38152
Ninth	1/2/58	16	345	38443
Tenth	4/23/58	16	387	38624
Eleventh	10/29/58	16	507	39099
Twelfth	6/4/59	17	5	39577
Thirteenth	12/12/60	17	293	40710
Fourteenth	11/24/61	17	493	41510
Fifteenth*
Sixteenth	5/13/66	18	642	45288
Seventeenth	11/7/66	19	69	45687
Eighteenth	11/8/72	20M	352	50946
Nineteenth	2/7/74	21M	17	52328
Twentieth	8/28/74	21M	125	52964
Twenty-first	11/21/74	21M	162	53190
Twenty-second	12/29/76	22M	104	55482
Twenty-third	9/6/78	22M	459	57814
Twenty-fourth	9/28/79			59609
Twenty-fifth	1/20/82			63518
Twenty-sixth	6/17/82			64386
Twenty-seventh	7/24/86			72769
Twenty-eighth	12/5/89			77903
Twenty-ninth	3/19/90			78249
Thirtieth	3/8/91			79845
Thirty-first	9/6/91			80908
Thirty-second	5/7/92			81950
Thirty-third	5/28/93			84146
Thirty-fourth	4/27/94			85833
Thirty-fifth	1/8/01			99244
Thirty-sixth	12/5/01			100817
Thirty-seventh	7/17/03			104093
Thirty-eighth	10/31/03			104845
Thirty-ninth	12/3/03			105059
Fortieth	2/14/06			111081
Forty-first	3/30/07			114027
Forty-second	5/25/07			114470
Forty-third	10/2/07			115298
Forty-fourth	4/10/08			116305
Forty-fifth	3/5/10			119891
Forty-sixth	6/24/10			120427
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

BANNOCK COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	66	409	194156
First	9/30/39	68	404	204688
Second	11/29/43	73	618	228993
Third	2/15/47	79	129	251333
Fourth	5/20/48	82	342	259717
Fifth	12/1/49	85	555	269392
Sixth	11/3/51	95	21	284721
Seventh	1/29/57	111	453	320984
Eighth	8/19/57	113	197	325261
Ninth	1/2/58	130	Film	328431
Tenth	4/23/58	132		331643
Eleventh	11/3/58	137		337881
Twelfth	6/4/59	142		345027
Thirteenth	12/12/60	156		363612
Fourteenth	11/27/61	164		374689
Fifteenth*
Sixteenth	5/13/66	205		427830
Seventeenth	11/11/66	209		433289
Eighteenth	11/14/72	254		501632
Nineteenth	2/8/74	265		518861
Twentieth	8/28/74	271		527175
Twenty-first	11/21/74	272		530074
Twenty-second	12/27/76	297		567790
Twenty-third	8/30/78	324		607405
Twenty-fourth	10/1/79			634163
Twenty-fifth	1/25/82			682014
Twenty-sixth	6/18/82			690009
Twenty-seventh	7/24/86			776737
Twenty-eighth	12/7/89			89015064
Twenty-ninth	3/19/90			90003432
Thirtieth	3/11/91			91002676
Thirty-first	9/9/91			91012082
Thirty-second	5/7/92			92006827
Thirty-third	6/1/93			93008014
Thirty-fourth	4/28/94			94007428
Thirty-fifth	1/9/01			20100323
Thirty-sixth	12/7/01			20124057
Thirty-seventh	7/21/03			20319209
Thirty-eighth	11/4/03			20329803
Thirty-ninth	12/5/03			20332266
Fortieth	2/16/06			20603337
Forty-first	4/20/07			20707445
Forty-second	5/30/07			20712606
Forty-third	10/5/07			B90020723930
Forty-fourth	4/14/08			20808007
Forty-fifth	3/10/10			21003847
Forty-sixth	6/28/10			21010671
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

BEAR LAKE COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	6/9/72			98524
First	6/9/72			98525
Second	6/9/72			98526
Third	6/9/72			98527
Fourth	6/9/72			98528
Fifth	6/9/72			98529
Sixth	6/9/72			98530
Seventh	6/9/72			98531
Eighth	6/9/72			98532
Ninth	6/9/72			98533
Tenth	6/9/72			98534
Eleventh	6/9/72			98535
Twelfth	6/9/72			98536
Thirteenth	6/9/72			98537
Fourteenth	6/9/72			98538
Fifteenth*
Sixteenth	6/9/72			98539
Seventeenth	6/9/72			98540
Eighteenth	11/4/72			99590
Nineteenth	1/31/74			102407
Twentieth	8/20/74			103553
Twenty-first	11/14/74			104075
Twenty-second	12/16/76			110213
Twenty-third	8/25/78			116192
Twenty-fourth	9/24/79			119564
Twenty-fifth	1/14/82			127183
Twenty-sixth	6/18/82			128524
Twenty-seventh	7/25/86			141225
Twenty-eighth	12/5/89			149466
Twenty-ninth	3/19/90			149990
Thirtieth	3/11/91			152095
Thirty-first	9/6/91			153070
Thirty-second	5/8/92			154396
Thirty-third	6/3/93			156696
Thirty-fourth	4/28/94			158906
Thirty-fifth	1/8/01			177419
Thirty-sixth	12/6/01			180172
Thirty-seventh	7/18/03			185654
Thirty-eighth	11/3/03			186823
Thirty-ninth	12/4/03			187101
Fortieth	2/15/06			193860
Forty-first	3/30/07			197780
Forty-second	5/29/07			198344
Forty-third	10/13/07			199580
Forty-fourth	4/11/08			201119
Forty-fifth	3/8/10			206997
Forty-sixth	6/25/10			207757
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

BINGHAM COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	2/16/37	68	470	14456
First	10/5/39	69	541	22879
Second	11/30/43	72	323	40920
Third	2/18/47	74	453	558
Fourth	5/24/48	76	478	6627
Fifth	12/2/49	78	524	13040
Sixth	11/5/51	81	641	23168
Seventh	1/30/57	97	1	51541
Eighth	8/16/57	98	112	54809
Ninth	1/2/58	100	31	57200
Tenth	4/23/58	101	17	59361
Eleventh	10/29/58	102	144	62964
Twelfth	6/4/59	104	178	67589
Thirteenth	12/13/60	109	34	78280
Fourteenth	12/7/61	112	85	85912
Fifteenth*
Sixteenth	5/13/66	4		123541
Seventeenth	11/7/66	5		127113
Eighteenth	11/6/72	13		175071
Nineteenth	2/1/74	15		188088
Twentieth	8/20/74	16		194028
Twenty-first	11/14/74	17		195999
Twenty-second	12/16/76	20		219497
Twenty-third	8/25/78	42		242949
Twenty-fourth	9/26/79			258091
Twenty-fifth	1/14/82			288256
Twenty-sixth	6/17/82			294255
Twenty-seventh	7/25/86			350832
Twenty-eighth	12/5/89			385665
Twenty-ninth	3/19/90			388162
Thirtieth	3/11/91			396677
Thirty-first	9/6/91			401121
Thirty-second	5/8/92			406630
Thirty-third	5/27/93			417965
Thirty-fourth	4/28/94			425066
Thirty-fifth	1/12/01			496470
Thirty-sixth	12/17/01			507110
Thirty-seventh	7/18/03			529380
Thirty-eighth	11/3/03			534088
Thirty-ninth	12/4/03			535187
Fortieth	2/15/06			563940
Forty-first	3/30/07			579013
Forty-second	5/29/07			581221
Forty-third	10/2/07			586326
Forty-fourth	4/14/08			593115
Forty-fifth	3/8/10			615975
Forty-sixth	6/25/10			619180
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

BLAINE COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/18/37	114	547	76202
First	9/30/39	142	161	79812
Second	11/30/43	142	533	86321
Third	2/17/47	155	143	91197
Fourth	5/20/48	155	425	93502
Fifth	12/1/49	161	90	96502
Sixth	11/3/51	161	523	99989
Seventh	1/29/57	172	9	108899
Eighth	8/16/57	168	525	109831
Ninth	1/2/58	172	58	110389
Tenth	4/23/58	172	78	110702
Eleventh	10/29/58	172	96	111674
Twelfth	6/4/59	172	120	112494
Thirteenth	12/12/60	172	176	114872
Fourteenth	11/24/61	172	203	116344
Fifteenth*
Sixteenth	5/13/66	181	165	124697
Seventeenth	11/7/66	186	5	125943
Eighteenth	11/6/72			146315
Nineteenth	1/31/74			152939
Twentieth	8/20/74			155808
Twenty-first	11/14/74			157008
Twenty-second	12/17/76			170216
Twenty-third	8/25/78			185999
Twenty-fourth	9/21/79			197051
Twenty-fifth	1/14/82			222923
Twenty-sixth	6/17/82			227171
Twenty-seventh	7/24/86			275013
Twenty-eighth	12/5/89			313670
Twenty-ninth	3/19/90			317544
Thirtieth	3/8/91			328258
Thirty-first	9/6/91			333446
Thirty-second	5/7/92			340598
Thirty-third	5/28/93			353125
Thirty-fourth	4/27/94			355159
Thirty-fifth	1/23/01			447137
Thirty-sixth	12/7/01			458854
Thirty-seventh	7/17/03			487680
Thirty-eighth	11/3/03			494469
Thirty-ninth	12/3/03			496029
Fortieth	2/14/06			532090
Forty-first	3/30/07			546180
Forty-second	5/25/07			548029
Forty-third	10/2/07			552038
Forty-fourth	4/10/08			557252
Forty-fifth	3/8/10			575673
Forty-sixth	6/24/10			578539
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

BOISE COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	24	290	44388
First	9/30/39	24	447	46968
Second	11/29/43	25	3	50956
Third	2/15/47	25	129	53487
Fourth	5/20/48	25	209	54730
Fifth	12/1/49	25	284	56433
Sixth	11/3/51	25	379	58258
Seventh	1/29/57	26	14-A	62857
Eighth	8/16/57	26	19	63436
Ninth	1/2/58	26	50-A	63663
Tenth	4/23/58	26	56-A	63798
Eleventh	11/3/58	26	75-A	64441
Twelfth	6/4/59	26	100A	64767
Thirteenth	12/10/60	26	146A	66209
Fourteenth	11/24/61	26	174A	67082
Fifteenth*
Sixteenth	5/13/66	26	442A	70950
Seventeenth	11/7/66	26	496A	71509
Eighteenth	11/24/72	28	28	78594
Nineteenth	2/19/74	29	13	80270
Twentieth	8/20/74	29	62	81016
Twenty-first	11/14/74	29	84	81502
Twenty-second	12/17/76	31	13	85480
Twenty-third	8/30/78	33	47	89996
Twenty-fourth	9/28/79			93188
Twenty-fifth	1/13/82			103278
Twenty-sixth	6/16/82			105044
Twenty-seventh	7/24/86			121091
Twenty-eighth	12/5/89			135177
Twenty-ninth	3/19/90			135923
Thirtieth	3/11/91			139151
Thirty-first	9/9/91			140995
Thirty-second	5/7/92			143430
Thirty-third	5/27/93			147404
Thirty-fourth	4/28/94			151435
Thirty-fifth	1/8/01			179701
Thirty-sixth	12/11/01			183845
Thirty-seventh	7/31/03			191975
Thirty-eighth	11/10/03			193907
Thirty-ninth	12/5/03			194306
Fortieth	2/17/06			206900
Forty-first	4/12/07			213184
Forty-second	6/7/07			214158
Forty-third	10/17/07			216534
Forty-fourth	4/17/08			218712
Forty-fifth	3/22/10			227022
Forty-sixth	6/30/10			228214
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

BONNEVILLE COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/20/42	46	One	153129
First	11/20/42	46	75	153130
Second	11/30/43	46	191	158088
Third	2/15/47	53	27	178282
Fourth	5/21/48	56	231	186264
Fifth	12/1/49	62	469	195639
Sixth	1/3/51	83	11	211422
Seventh	1/30/57	114	149	250681
Eighth	8/16/57	118	109	255162
Ninth	1/2/58	120	579	258702
Tenth	4/23/58	123	69	261974
Eleventh	10/30/58	127	343	267511
Twelfth	6/12/59	132	477	274946
Thirteenth	12/12/60	143	491	292369
Fourteenth	11/28/61	149	529	303329
Fifteenth*
Sixteenth	5/13/66			360856
Seventeenth	11/7/66			366311
Eighteenth	11/20/72			440196
Nineteenth	2/12/74			458371
Twentieth	8/30/74			467411
Twenty-first	12/2/74			471109
Twenty-second	12/28/76			509183
Twenty-third	9/6/78			548976
Twenty-fourth	10/1/79			573295
Twenty-fifth	1/22/82			618766
Twenty-sixth	6/17/82			625821
Twenty-seventh	7/25/86			710110
Twenty-eighth	12/5/89			777905
Twenty-ninth	3/19/90			783215
Thirtieth	3/8/91			802442
Thirty-first	9/6/91			813388
Thirty-second	5/7/92			827415
Thirty-third	5/27/93			851574
Thirty-fourth	4/28/94			876070
Thirty-fifth	1/8/01			1038287
Thirty-sixth	12/6/01			1064608
Thirty-seventh	7/18/03			1121154
Thirty-eighth	11/3/03			1134002
Thirty-ninth	12/4/03			1137143
Fortieth	2/15/06			1214906
Forty-first	3/30/07			1257768
Forty-second	5/29/07			1264699
Forty-third	10/3/07			1278999
Forty-fourth	4/11/08			1296261
Forty-fifth	3/9/10			1357952
Forty-sixth	6/25/10			1366850
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

BUTTE COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	6/9/72			2034
First	6/9/72			2035
Second	6/9/72			2036
Third	6/9/72			2037
Fourth	6/9/72			2038
Fifth	6/9/72			2039
Sixth	6/9/72			2040
Seventh	6/9/72			2041
Eighth	6/9/72			2042
Ninth	6/9/72			2043
Tenth	6/9/72			2044
Eleventh	6/9/72			2045
Twelfth	6/9/72			2046
Thirteenth	6/9/72			2047
Fourteenth	6/9/72			2048
Fifteenth*
Sixteenth	6/9/72			2049
Seventeenth	6/9/72			2050
Eighteenth	11/6/72			M2367
Nineteenth	1/31/74			M3132
Twentieth	8/20/74			M3587
Twenty-first	11/14/74			M3764
Twenty-second	12/21/76			M5631
Twenty-third	8/28/78			M7015
Twenty-fourth	9/24/79			8452
Twenty-fifth	1/13/82			11087
Twenty-sixth	6/17/82			11417
Twenty-seventh	7/25/86			18272
Twenty-eighth	12/6/89			22903
Twenty-ninth	3/20/90			23345
Thirtieth	3/11/91			24623
Thirty-first	9/9/91			25222
Thirty-second	5/11/92			25871
Thirty-third	5/27/93			26919
Thirty-fourth	4/29/94			027925
Thirty-fifth	1/8/01			0036559
Thirty-sixth	12/6/01			0037654
Thirty-seventh	7/18/03			076233
Thirty-eighth	11/3/03			0040032
Thirty-ninth	12/4/03			0040121
Fortieth	2/16/06			0042809
Forty-first	3/30/07			44311
Forty-second	5/29/07			44589
Forty-third	10/3/07			45063
Forty-fourth	4/11/08			45552
Forty-fifth	3/9/10			47561
Forty-sixth	6/25/10			47823
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

CAMAS COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	8/2/44	11	409	25317
First	8/2/44	11	501	25318
Second	8/2/44	11	507	25319
Third	2/15/47	11	611	26975
Fourth	5/20/48	12	32	27713
Fifth	12/1/49	12	160-A	28654
Sixth	11/5/51	12	276A	29799
Seventh	1/29/57	13	54-A	32931
Eighth	8/16/57	13	90	33183
Ninth	1/2/58	13	118	33409
Tenth	4/23/58	13	146-A	33517
Eleventh	10/30/58	13	177-A	33819
Twelfth	6-4-59	13	194	34052
Thirteenth	12/12/60	13	316	34865
Fourteenth	11/24/61	13	400	35329
Fifteenth*
Sixteenth	5/13/66	14	218A	37939
Seventeenth	11/5/66	14	256A	38131
Eighteenth	11/6/72	15	272	41323
Nineteenth	1/31/74	15	420	41953
Twentieth	8/20/74	15	511	42216
Twenty-first	11/14/74	15	568	42364
Twenty-second	12/16/76	15	1044	43842
Twenty-third	8/25/78	16	371	44926
Twenty-fourth	9/21/79			45609
Twenty-fifth	1/12/82			47492
Twenty-sixth	6/16/82			47865
Twenty-seventh	7/24/86			62340
Twenty-eighth	12/5/89			65406
Twenty-ninth	3/19/90			65680
Thirtieth	3/8/91			66497
Thirty-first	9/9/91			66872
Thirty-second	5/7/92			67256
Thirty-third	5/27/93			67861
Thirty-fourth	4/28/94			68476
Thirty-fifth	1/8/01			074302
Thirty-sixth	12/6/01			074901
Thirty-seventh	7/17/03			76233
Thirty-eighth	10/31/03			076565
Thirty-ninth	12/3/03			076666
Fortieth	2/14/06			79401
Forty-first	3/30/07			80543
Forty-second	5/25/07			80685
Forty-third	10/2/07			2007-080992
Forty-fourth	4/10/08			2008-081401
Forty-fifth	3/5/10			2010-082865
Forty-sixth	6/24/10			2010-083118
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

CANYON COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/13/37	119	300	229246
First	10/4/39	124	42	245162
Second	12/1/43	133	569	284468
Third	2/21/47	143	369	329872
Fourth	6/2/48	156	348	338699
Fifth	12/16/49	169	311	356961
Sixth	11/19/57	185	93	382851
Seventh	2/9/57	216	546	441184
Eighth	9/9/57	219	673	447728
Ninth	1/20/58	221	434	451879
Tenth	5/8/58	223	49	456616
Eleventh	11/17/58	225	420	463327
Twelfth	6/22/59	228	609	473892
Thirteenth	12/29/60	234	599	495825
Fourteenth	12/12/61	239	246	510102
Fifteenth*
Sixteenth	5/23/66	263	469	581827
Seventeenth	11/18/66	265	517	587987
Eighteenth	11/8/72			694618
Nineteenth	2/21/74			723454
Twentieth	8/28/74			735479
Twenty-first	11/14/74			738475
Twenty-second	12/27/76			789901
Twenty-third	8/30/78			840494
Twenty-fourth	11/5/79			877687
Twenty-fifth	1/20/82			938192
Twenty-sixth	6/17/82			949927
Twenty-seventh	7/29/86			8618299
Twenty-eighth	12/5/89			8922218
Twenty-ninth	3/19/90			9004834
Thirtieth	3/12/91			9104435
Thirty-first	9/6/91			9117685
Thirty-second	5/7/92			9209941
Thirty-third	6/2/93			9311965
Thirty-fourth	4/27/94			9412427
Thirty-fifth	1/8/01			200100758
Thirty-sixth	12/10/01			200151496
Thirty-seventh	7/21/03			200344668
Thirty-eighth	11/20/03			200371861
Thirty-ninth	12/17/03			200377070
Fortieth	3/10/06			200617238
Forty-first	3/30/07			2007022429
Forty-second	5/25/07			2007036443
Forty-third	10/2/07			2007066198
Forty-fourth	4/18/08			2008021170
Forty-fifth	3/10/10			2010010989
Forty-sixth	6/24/10			2010029116
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

CARIBOU COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	6/9/72			73925
First	6/9/72			73927
Second	6/9/72			73929
Third	6/9/72			73931
Fourth	6/9/72			73933
Fifth	6/9/72			73935
Sixth	6/9/72			73937
Seventh	6/9/72			73939
Eighth	6/9/72			73941
Ninth	6/9/72			73943
Tenth	6/9/72			73945
Eleventh	6/9/72			73947
Twelfth	6/9/72			73949
Thirteenth	6/9/72			73951
Fourteenth	6/9/72			73953
Fifteenth*
Sixteenth	6/9/72			73955
Seventeenth	6/9/72			73957
Eighteenth	11/6/72			75213
Nineteenth	1/31/74			78942
Twentieth	8/20/74			80579
Twenty-first	11/14/74			81276
Twenty-second	12/16/76			89435
Twenty-third	8/25/78			97508
Twenty-fourth	9/24/79			102039
Twenty-fifth	1/19/82			111027
Twenty-sixth	6/17/82			112724
Twenty-seventh	7/25/86			128841
Twenty-eighth	12/5/89			137920
Twenty-ninth	3/19/90			138561
Thirtieth	3/11/90			140835
Thirty-first	9/6/91			142037
Thirty-second	5/8/92			143504
Thirty-third	5/27/93			145649
Thirty-fourth	4/28/94			147828
Thirty-fifth	1/8/01			162794
Thirty-sixth	12/6/01			164876
Thirty-seventh	7/21/10			169079
Thirty-eighth	11/3/03			169800
Thirty-ninth	12/4/03			169968
Fortieth	2/15/06			175120
Forty-first	3/30/07			177834
Forty-second	5/29/07			178300
Forty-third	10/3/07			179226
Forty-fourth	4/11/08			180412
Forty-fifth	3/8/10			184830
Forty-sixth	6/25/10			185411
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

CASSIA COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	33	500	125547
First	9/30/39	34	81	132605
Second	12/7/43	35	618	146616
Third	2/19/47	37	513	158244
Fourth	6/3/48	39	1-7	162741
Fifth	12/1/49	40	423	167572
Sixth	11/5/51	41	595	173871
Seventh	1/30/57	47	151	192377
Eighth	8/27/57	48	149	194467
Ninth	1/3/58	47	449	195722
Tenth	4/23/58	47	569	196938
Eleventh	10/30/58	50	99	199082
Twelfth	6/5/59	50	311	201994
Thirteenth	12/12/60	53	461	209173
Fourteenth	11/24/61	Film #9		4181
Fifteenth*
Sixteenth	5/13/66			29725
Seventeenth	11/9/66			32244
Eighteenth	11/6/72			66091
Nineteenth	1/31/74			74634
Twentieth	8/20/74			78363
Twenty-first	11/14/74			79589
Twenty-second	12/16/76			94970
Twenty-third	8/25/78			110502
Twenty-fourth	9/21/79			120111
Twenty-fifth	1/12/82			140560
Twenty-sixth	6/16/82			144189
Twenty-seventh	7/24/86			180592
Twenty-eighth	12/5/89			205120
Twenty-ninth	3/19/90			206628
Thirtieth	3/8/90			212313
Thirty-first	9/6/91			215126
Thirty-second	5/7/92			218888
Thirty-third	5/27/93			224794
Thirty-fourth	4/28/94			230516
Thirty-fifth	1/8/01			272837
Thirty-sixth	12/5/01			278539
Thirty-seventh	8/5/03			290402
Thirty-eighth	10/31/03			292326
Thirty-ninth	12/3/03			292829
Fortieth	2/14/06			306708
Forty-first	3/30/07			314814
Forty-second	5/25/07			316071
Forty-third	10/2/07			2007-318558
Forty-fourth	4/10/08			2008-002258
Forty-fifth	3/5/10			2010-001103
Forty-sixth	6/24/10			2010-003059
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

CLARK COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	11/20/42	4	415	14689
First	11/20/42	4	488	14690
Second	12/1/43	4	531	15109
Third	2/17/47	5	689	16588
Fourth	5/21/48	6	316	17158
Fifth	12/2/49	6	449	17963
Sixth	11/5/51	6	575	18818
Seventh	1/30/57	7	857	21118
Eighth	8/19/57	7	885	21457
Ninth	1/2/58	7	916	21659
Tenth	4/25/58	8	31	21773
Eleventh	10/30/58	8		22024
Twelfth	6/4/59	8	113	22293
Thirteenth	12/12/60	8	206	22932
Fourteenth	12/11/61	8	297	23318
Fifteenth*
Sixteenth	5/13/66	9	120	25526
Seventeenth	11/7/66	9	162	25771
Eighteenth	1/6/72			28977
Nineteenth	1/31/74			29646
Twentieth	8/21/74			29929
Twenty-first	11/15/74			30101
Twenty-second	12/16/76			31583
Twenty-third	8/25/78			33008
Twenty-fourth	9/24/79			34151
Twenty-fifth	1/79/82			36526
Twenty-sixth	5/27/93			44642
Twenty-seventh	6/17/82			36827
Twenty-eighth	12/5/89			42625
Twenty-ninth	3/19/90			42798
Thirtieth	3/11/91	1	62,68,95,294
Thirty-first	9/9/91	1	62,67,293
Thirty-second	5/8/92			44210
Thirty-third	5/27/93			44642
Thirty-fourth	4/28/94			45096
Thirty-fifth	1/10/01			048977
Thirty-sixth	12/12/01			049397
Thirty-seventh	7/21/03			050113
Thirty-eighth	11/3/03			050276
Thirty-ninth	12/4/03			050367
Fortieth	2/15/06			51310
Forty-first	3/30/07			51887
Forty-second	5/30/07			51911
Forty-third	10/9/07			51999
Forty-fourth	4/11/08			52399
Forty-fifth	3/8/10			53522
Forty-sixth	6/28/10			53659
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

ELMORE COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/18/37	50	180	58218
First	9/30/39	50	362	61517
Second	11/29/43	50	631	68525
Third	2/15/47	51	304
Fourth	5/20/48	51	567	76499
Fifth	12/1/49	52	222, A-F	79343
Sixth	11/3/51	53	1	82889
Seventh	1/29/57	56	325	94143
Eighth	8/19/57	55	444	95294
Ninth	1/2/58	56	433	96062
Tenth	4/25/58	56	457	96884
Eleventh	10/29/58	56	515	98331
Twelfth	6/3/59	58	47	100478
Thirteenth	12/12/60	59	237	106907
Fourteenth	11/20/61	61	81	111007
Fifteenth*
Sixteenth	5/13/66	64	11	128796
Seventeenth	11/8/66	64	100	130833
Eighteenth	11/6/72	66	9	151293
Nineteenth	1/31/74	66	56	156728
Twentieth	8/20/74	66	102	159423
Twenty-first	11/14/74	66	114	160519
Twenty-second	12/16/76			171483
Twenty-third	8/25/78			183026
Twenty-fourth	9/21/79			190623
Twenty-fifth	1/12/82			206578
Twenty-sixth	6/16/82			209057
Twenty-seventh	7/24/86			235962
Twenty-eighth	12/5/89			256519
Twenty-ninth	3/19/90			257969
Thirtieth	3/8/91			262965
Thirty-first	9/6/91			265312
Thirty-second	5/7/92			268480
Thirty-third	5/27/93			274330
Thirty-fourth	4/28/94			280187
Thirty-fifth	1/8/01			326252
Thirty-sixth	12/18/01			333311
Thirty-seventh	7/18/03			348505
Thirty-eighth	12/11/03			352680
Thirty-ninth	12/3/03			352510
Fortieth	2/14/06			373462
Forty-first	3/30/07			385963
Forty-second	5/25/07			387777
Forty-third	10/2/07			391661
Forty-fourth	4/10/08			397146
Forty-fifth	3/5/10			412873
Forty-sixth	6/24/10			415054
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

GEM COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	20	46	38114
First	10/5/39	20	547	41792
Second	12/4/43	22	89	49655
Third	2/25/47	23	203	56587
Fourth	6/2/48	24	95	59201
Fifth	12/15/49	24	626	61846
Sixth	11/17/51	26	111	65400
Seventh	1/29/57	28	525	74486
Eighth	8/16/57	29	35	75444
Ninth	1/3/58	29	125	76066
Tenth	5/7/58	29	215	76727
Eleventh	11/14/58	29	387	77567
Twelfth	6/8/59	29	637	78650
Thirteenth	12/19/60	30	425	81367
Fourteenth	12/9/61	31	93	83027
Fifteenth*
Sixteenth	5/13/66			91957
Seventeenth	11/18/66			92855
Eighteenth	11/7/72			106252
Nineteenth	1/31/74			109855
Twentieth	8/20/74			111484
Twenty-first	11/14/74			112191
Twenty-second	12/16/76			118516
Twenty-third	8/25/78			125584
Twenty-fourth	9/28/79			130301
Twenty-fifth	1/18/82			138907
Twenty-sixth	6/16/82			140481
Twenty-seventh	7/24/86			154887
Twenty-eighth	12/5/89			165026
Twenty-ninth	3/19/90			165711
Thirtieth	3/8/91			168605
Thirty-first	9/6/91			170142
Thirty-second	5/7/92			172262
Thirty-third	5/27/93			176140
Thirty-fourth	4/28/94			180144
Thirty-fifth	1/8/01			214590
Thirty-sixth	12/5/01			219810
Thirty-seventh	7/18/03			230429
Thirty-eighth	10/31/03			232728
Thirty-ninth	12/3/03			233306
Fortieth	2/14/06			249485
Forty-first	3/30/07			258571
Forty-second	5/31/07			259915
Forty-third	10/2/07			262345
Forty-fourth	4/10/08			265633
Forty-fifth	3/5/10			276284
Forty-sixth	6/24/10			277818
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

GOODING COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	19	82	68760
First	9/30/39	19	418	74636
Second	11/29/43	20	526	88661
Third	2/15/47	22	191	99713
Fourth	5/21/48	25	204	105725
Fifth	12/1/49	22	714	110322
Sixth	11/3/51	28	11	116669
Seventh	1/29/57	30	505	131785
Eighth	8/16/57	32	1	133044
Ninth	1/2/58	32	55	133932
Tenth	4/23/58	32	125	134840
Eleventh	10/29/58	32	229	135917
Twelfth	6/4/59	32	389	137874
Thirteenth	12/12/60	35	113	142435
Fourteenth	11/24/61	35	131	2830
Fifteenth*
Sixteenth	5/13/66			18410
Seventeenth	11/7/66			19860
Eighteenth	11/8/72			042645
Nineteenth	1/31/74			48586
Twentieth	8/20/74			051350
Twenty-first	11/20/74			052452
Twenty-second	12/16/76			62353
Twenty-third	8/25/78			72074
Twenty-fourth	9/21/79			78946
Twenty-fifth	1/20/82			93156
Twenty-sixth	6/17/82			95594
Twenty-seventh	7/24/86			122518
Twenty-eighth	12/5/89			138944
Twenty-ninth	3/19/90			140183
Thirtieth	3/8/91			143967
Thirty-first	9/6/91			146044
Thirty-second	5/7/92			148616
Thirty-third	5/27/93			152827
Thirty-fourth	4/28/94			156718
Thirty-fifth	1/8/01			188907
Thirty-sixth	12/5/01			193107
Thirty-seventh	7/18/03			201764
Thirty-eighth	10/31/03			203377
Thirty-ninth	12/3/03			203823
Fortieth	2/17/06			215090
Forty-first	3/30/07			220944
Forty-second	5/25/07			221788
Forty-third	10/2/07			223655
Forty-fourth	4/10/08			226006
Forty-fifth	3/8/10			233630
Forty-sixth	6/24/10			234777
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

IDAHO COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	6/14/45	52	1	148395
First	6/14/45	52	92	148396
Second	6/14/45	52	99	148397
Third	2/17/47	52	567	155192
Fourth	5/21/48	53	589	159645
Fifth	12/2/49	55	75	165309
Sixth	11/5/51	56	809	171737
Seventh	1/30/57	60	649	190185
Eighth	8/19/57	60	212	191900
Ninth	1/3/58	60	765	193192
Tenth	4/23/58	60	817	194056
Eleventh	10/30/58	61	610	196031
Twelfth	6/4/59	61	690	198078
Thirteenth	12/12/60	63	113	203886
Fourteenth	12/11/61	62	548	207396
Fifteenth*
Sixteenth	5/13/66	69	421	223365
Seventeenth	11/18/66	70	165	225251
Eighteenth	11/9/72			247381
Nineteenth	1/31/74			252713
Twentieth	8/20/74			255084
Twenty-first	11/14/74			256308
Twenty-second	12/16/76			266161
Twenty-third	8/25/78			274992
Twenty-fourth	9/21/79			281324
Twenty-fifth	1/13/82			396250
Twenty-sixth	6/17/82			298280
Twenty-seventh	7/25/86			328284
Twenty-eighth	12/5/89			351065
Twenty-ninth	3/19/90			352364
Thirtieth	3/8/91			357533
Thirty-first	9/6/91			360121
Thirty-second	5/7/92			363279
Thirty-third	5/27/93			368831
Thirty-fourth	4/28/94			373949
Thirty-fifth	1/8/01			0414994
Thirty-sixth	12/6/01			0414994
Thirty-seventh	7/21/03			430257
Thirty-eighth	11/3/03			0432399
Thirty-ninth	12/4/03			0432938
Fortieth	2/15/06			446684
Forty-first	3/30/07			454282
Forty-second	5/29/07			455226
Forty-third	10/3/07			457584
Forty-fourth	4/11/08			460438
Forty-fifth	3/8/10			471269
Forty-sixth	6/25/10			472869
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

JEFFERSON COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	11/20/42	135	159	70643
First	11/20/42	135	246	70644
Second	12/1/43	135	313	73017
Third	2/17/47	140	207	82505
Fourth	5/20/48	140	493	85887
Fifth	12/22/49	150	182	90230
Sixth	11/3/51	150	601	95219
Seventh	1/30/57	164	371	110915
Eighth	8/16/57	163	131	112608
Ninth	1/2/58	169	45	113956
Tenth	4/25/58	169	155	115115
Eleventh	11/5/58	169	361	116851
Twelfth	6/9/59	169	611	119131
Thirteenth	12/14/60	172	433	123900
Fourteenth	11/27/61	176	127	127023
Fifteenth*
Sixteenth	5/13/66	187	79	141454
Seventeenth	11/7/66			142744
Eighteenth	11/6/72			164015
Nineteenth	1/31/74			168986
Twentieth	8/20/74			171814
Twenty-first	11/14/74			172779
Twenty-second	12/16/76			183321
Twenty-third	8/25/78			194019
Twenty-fourth	9/24/79			200345
Twenty-fifth	1/13/82			213493
Twenty-sixth	6/17/82			216007
Twenty-seventh	7/25/86			239583
Twenty-eighth	12/5/89			254520
Twenty-ninth	3/19/90			255535
Thirtieth	3/11/91			259310
Thirty-first	9/6/91			261300
Thirty-second	5/8/92			263861
Thirty-third	5/27/93			268012
Thirty-fourth	4/28/94			272310
Thirty-fifth	1/8/01			305991
Thirty-sixth	12/6/01			311525
Thirty-seventh	7/21/03			324362
Thirty-eighth	11/3/03			311525
Thirty-ninth	12/4/03			327520
Fortieth	2/17/06			346415
Forty-first	4/2/07			357244
Forty-second	5/30/07			358888
Forty-third	10/3/07			362845
Forty-fourth	4/14/08			367417
Forty-fifth	3/9/10			383201
Forty-sixth	6/29/10			385408
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

JEROME COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	50	115	67993
First	9/30/39	118	230	74515
Second	11/30/43	124	557	88349
Third	2/17/47	137	30	98721
Fourth	5/20/48	137	515	103049
Fifth	12/1/49	146	53	107585
Sixth	11/3/51	146	343	114318
Seventh	1/29/57	157	19	131176
Eighth	8/16/57	162	381	133195
Ninth	1/2/58	157	128	134180
Tenth	4/23/58	157	171	135509
Eleventh	10/29/58	157	234	137315
Twelfth	6/4/59	157	290	139591
Thirteenth	12/12/60	170	54	144935
Fourteenth	11/24/61	170	168	148447
Fifteenth*
Sixteenth	5/13/66	183	99	168245
Seventeenth	11/22/66	183	195	170034
Eighteenth	11/6/72	195	351	196790
Nineteenth	2/1/74	195	959	204022
Twentieth	8/20/74	195	1277	207682
Twenty-first	11/15/74	195	1377	208741
Twenty-second	12/16/76	198	775	222027
Twenty-third	8/25/78	202	246	235806
Twenty-fourth	9/21/79			244483
Twenty-fifth	1/12/82			262297
Twenty-sixth	6/16/82			265834
Twenty-seventh	7/24/86			299769
Twenty-eighth	12/5/89			318638
Twenty-ninth	3/19/90			320038
Thirtieth	3/11/91			910769
Thirty-first	9/6/91			913054
Thirty-second	5/7/92			921532
Thirty-third	5/27/93			931962
Thirty-fourth	4/28/94			941912
Thirty-fifth	1/8/01			2010105
Thirty-sixth	12/5/01			2015637
Thirty-seventh	7/18/03			2034363
Thirty-eighth	10/31/03			2036948
Thirty-ninth	12/3/03			2037700
Fortieth	2/14/06			2060906
Forty-first	3/30/07			2071926
Forty-second	5/25/07			2073143
Forty-third	10/2/07			2076019
Forty-fourth	4/10/08			2081888
Forty-fifth	3/5/10			2100913
Forty-sixth	6/24/10			2102733
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

LEMHI COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/19/37	O	342	48662
First	10/2/39	O	554	52421
Second	12/1/43	P	279	59463
Third	2/18/47	P	625	65383
Fourth	5/21/48	Q	243	67902
Fifth	12/2/49	Q	453	71055
Sixth	11/5/51	R	288	74661
Seventh	1/31/57	S	629	86322
Eighth	8/17/57	T	46	87587
Ninth	1/3/58	T	138	88620
Tenth	4/24/58	T	194	88995
Eleventh	10/30/58	T	287	90481
Twelfth	6/4/59	T	404	91422
Thirteenth	12/13/60	T	613	94709
Fourteenth	11/27/61	U	121	96385
Fifteenth*
Sixteenth	5/26/66			104433
Seventeenth	11/7/66			105524
Eighteenth	11/8/72			121991
Nineteenth	2/8/74			125951
Twentieth	8/28/74			127731
Twenty-first	11/25/74			128574
Twenty-second	12/27/76			135461
Twenty-third	8/30/78			142455
Twenty-fourth	10/5/79			148934
Twenty-fifth	1/27/82			161492
Twenty-sixth	6/17/82			162867
Twenty-seventh	7/24/86			181418
Twenty-eighth	12/5/89			204439
Twenty-ninth	3/19/90			205885
Thirtieth	3/8/91			209801
Thirty-first	11/6/91			211621
Thirty-second	5/8/92			214521
Thirty-third	5/27/93			218630
Thirty-fourth	4/28/94			222340
Thirty-fifth	1/8/01			246129
Thirty-sixth	12/6/01			249013
Thirty-seventh	7/21/03			255280
Thirty-eighth	11/3/03			256484
Thirty-ninth	12/4/03			256801
Fortieth	2/15/06			266201
Forty-first	3/30/07			271120
Forty-second	5/29/07			271741
Forty-third	10/3/07			273729
Forty-fourth	4/11/08			275814
Forty-fifth	3/8/10			282376
Forty-sixth	6/25/10			283348
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

LINCOLN COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	29	548	74516
First	9/30/39	30	175	77703
Second	12/2/43	31	104	84567
Third	2/15/47	31	421	89681
Fourth	5/20/48	31	D560	91881
Fifth	12/1/49	32	189	94176
Sixth	11/5/51	33	91	97220
Seventh	1/29/57	33	308	105790
Eighth	8/16/57	34	376	106468
Ninth	1/3/58	33	335	107022
Tenth	4/25/58	33	342	107454
Eleventh	11/7/58	33	362	108041
Twelfth	6/8/59	36	11	108894
Thirteenth	12/12/60	36	52	110828
Fourteenth	11/24/61	36	88	112073
Fifteenth*
Sixteenth	5/13/66			118402
Seventeenth	11/7/66			119085
Eighteenth	11/6/72			126676
Nineteenth	2/1/74			128406
Twentieth	8/20/74			129241
Twenty-first	11/14/74			129469
Twenty-second	12/17/76			132484
Twenty-third	8/25/78			135894
Twenty-fourth	9/21/79			137874
Twenty-fifth	1/12/82			142048
Twenty-sixth	6/16/82			143047
Twenty-seventh	7/24/86			149886
Twenty-eighth	12/8/89			153582
Twenty-ninth	3/19/90			153826
Thirtieth	3/8/91			154737
Thirty-first	9/9/91			155244
Thirty-second	5/7/92			155953
Thirty-third	6/1/93			157022
Thirty-fourth	4/28/94			158095
Thirty-fifth	1/8/01			169812
Thirty-sixth	12/5/01			171649
Thirty-seventh	7/18/03			175132
Thirty-eighth	10/31/03			175798
Thirty-ninth	12/3/03			175946
Fortieth	2/17/06			180367
Forty-first	4/5/07			182870
Forty-second	5/31/07			183223
Forty-third	10/2/07			183833
Forty-fourth	4/10/08			184806
Forty-fifth	3/5/10			188552
Forty-sixth	6/24/10			189041
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

MINIDOKA COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/18/37	23	128	78580
First	10/4/39	23	290	84276
Second	11/29/43	26	135	93363
Third	2/17/47	26	233	101202
Fourth	5/20/48	26	428	104111
Fifth	12/1/49	26	627	107226
Sixth	11/19/51	28	550	111408
Seventh	2/4/57	32	41	126603
Eighth	8/26/57	34	103	129172
Ninth	1/20/58	34	49	130893
Tenth	4/23/58	34	139	132428
Eleventh	11/14/58	34	245	135150
Twelfth	6/22/59	35	109	139236
Thirteenth	12/12/60	36	453	147475
Fourteenth	11/27/61	Film #6		153631
Fifteenth*
Sixteenth	5/13/66			184187
Seventeenth	11/9/66			186910
Eighteenth	11/6/72			228669
Nineteenth	1/31/74	23	32	239112
Twentieth	8/20/74	23	279	244151
Twenty-first	11/14/74			245641
Twenty-second	12/16/76			265864
Twenty-third	8/28/78			284983
Twenty-fourth	9/21/79			296684
Twenty-fifth	1/12/82			320342
Twenty-sixth	6/17/82			324742
Twenty-seventh	7/24/86			365754
Twenty-eighth	12/5/89			388944
Twenty-ninth	3/19/90			390682
Thirtieth	3/8/91			395847
Thirty-first	9/6/91			398486
Thirty-second	5/7/92			401969
Thirty-third	5/27/93			407067
Thirty-fourth	4/27/94			412513
Thirty-fifth	1/8/01			451059
Thirty-sixth	12/5/01			456501
Thirty-seventh	7/18/03			466992
Thirty-eighth	10/31/03			469126
Thirty-ninth	12/3/03			469627
Fortieth	2/14/06			482729
Forty-first	3/30/07			489997
Forty-second	6/5/07			491183
Forty-third	10/10/07			493337
Forty-fourth	4/15/08			496265
Forty-fifth	3/5/10			506697
Forty-sixth	6/24/10			508199
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

ONEIDA COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/15/45	17	500	66548
First	10/15/45	17	542	66549
Second	10/15/45	17	546	66550
Third	2/17/47	17	601	68178
Fourth	5/21/48	17	633	69127
Fifth	12/3/49	20	69	70480
Sixth	11/6/51	20	181	72574
Seventh	1/29/57	20	515	77541
Eighth	8/16/57	20	545	77927
Ninth	1/7/58	20	569	78383
Tenth	4/28/58	20	592	78592
Eleventh	11/5/58	20	621	79115
Twelfth	6/10/59	23	27	79623
Thirteenth	12/12/60	23	117	81021
Fourteenth	11/27/61	23	162	81752
Fifteenth*
Sixteenth	5/13/66	23	517	85441
Seventeenth	11/7/66	23	531	85858
Eighteenth	11/6/72			90807
Nineteenth	1/31/74			92211
Twentieth	8/20/74			92892
Twenty-first	11/14/74			93130
Twenty-second	12/16/76			95608
Twenty-third	8/25/78			98365
Twenty-fourth	9/24/79			99924
Twenty-fifth	1/18/82			104137
Twenty-sixth	6/17/82			104755
Twenty-seventh	7/25/86			111518
Twenty-eighth	12/6/89			115623
Twenty-ninth	3/20/90			115943
Thirtieth	3/8/91			116812
Thirty-first	9/6/91			117372
Thirty-second	5/12/92			118107
Thirty-third	5/27/93			119170
Thirty-fourth	5/2/94			120316
Thirty-fifth	1/9/01			130370
Thirty-sixth	12/6/01			131766
Thirty-seventh	7/21/03			134620
Thirty-eighth	11/3/03			135164
Thirty-ninth	12/4/03			135311
Fortieth	2/15/06			138661
Forty-first	3/30/07			140612
Forty-second	5/29/07			140984
Forty-third	10/3/07			141670
Forty-fourth	4/11/08			142577
Forty-fifth	3/8/10			145445
Forty-sixth	6/25/10			145857
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

OWYHEE COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/18/37	20	393	54378
First	9/30/39	21	110	58416
Second	11/29/43	22	95	67353
Third	2/15/47	23	38	73729
Fourth	5/20/48	23	402	76566
Fifth	12/15/49	24	263	79607
Sixth	11/6/51	26	63	83825
Seventh	1/30/57	30	292	95514
Eighth	8/16/57	31	60	96612
Ninth	1/2/58	31	180	97292
Tenth	4/23/58	31	319	97994
Eleventh	10/29/58	32	4	98945
Twelfth	6/22/59	32	307	100549
Thirteenth	12/29/60	33	201	103853
Fourteenth	12/11/61	34	38	105963
Fifteenth*
Sixteenth	5/26/66	40	149	116127
Seventeenth	11/18/66	40	437	117100
Eighteenth	11/8/72			134015
Nineteenth	2/13/74			139091
Twentieth	8/28/74			141615
Twenty-first	11/22/74			142430
Twenty-second	12/23/76			149339
Twenty-third	9/6/78			156256
Twenty-fourth	9/28/79			160772
Twenty-fifth	1/20/82			171499
Twenty-sixth	6/20/82			173129
Twenty-seventh	7/24/86			189545
Twenty-eighth	12/6/89			201238
Twenty-ninth	3/19/90			207978
Thirtieth	3/8/91			204626
Thirty-first	9/6/91			205816
Thirty-second	5/7/92			207769
Thirty-third	5/27/93			210424
Thirty-fourth	4/28/94			212701
Thirty-fifth	1/9/01			234767
Thirty-sixth	12/7/01			238042
Thirty-seventh	7/21/03			244317
Thirty-eighth	10/31/03			245680
Thirty-ninth	12/3/03			246036
Fortieth	2/14/06			255209
Forty-first	3/30/07			260406
Forty-second	5/25/07			261094
Forty-third	10/2/07			262632
Forty-fourth	4/10/08			264534
Forty-fifth	3/8/10			270624
Forty-sixth	6/24/10			271378
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

PAYETTE COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	13	323	40996
First	10/5/39	15	9	45230
Second	11/29/43	17	119	55653
Third	2/15/47	18	403	65291
Fourth	5/20/48	20	443	70002
Fifth	12/3/49	21	558	74786
Sixth	11/6/51	24	437	80880
Seventh	1/29/57	29	569	96539
Eighth	8/16/57	35	220	98240
Ninth	1/20/58	31	311	99403
Tenth	5/7/58	33	327	100457
Eleventh	11/14/58	34	301	102262
Twelfth	6/22/59	35	295	104624
Thirteenth	12/29/60	38	147	109381
Fourteenth	12/11/61	39	424	112450
Fifteenth*
Sixteenth	5/23/66	44	562A	127139
Seventeenth	11/7/66	44	768	128473
Eighteenth	11/6/72	45	1707	148339
Nineteenth	2/12/74			153530
Twentieth	8/27/74			155801
Twenty-first	11/21/74			156622
Twenty-second	12/16/76			165630
Twenty-third	8/30/78			174921
Twenty-fourth	9/25/79			181028
Twenty-fifth	1/12/82			192300
Twenty-sixth	6/17/82			194519
Twenty-seventh	7/24/86			214639
Twenty-eighth	12/7/89			228773
Twenty-ninth	3/19/90			229839
Thirtieth	3/8/91			233687
Thirty-first	9/6/91			235839
Thirty-second	5/7/92			238825
Thirty-third	5/27/93			243900
Thirty-fourth	4/28/94			249528
Thirty-fifth	1/8/01			291553
Thirty-sixth	12/6/01			297673
Thirty-seventh	7/22/03			311129
Thirty-eighth	10/31/03			313969
Thirty-ninth	12/3/03			314671
Fortieth	2/16/06			333012
Forty-first	3/30/07			343453
Forty-second	5/25/07			345064
Forty-third	10/2/07			348487
Forty-fourth	4/10/08			352618
Forty-fifth	3/5/10			365316
Forty-sixth	6/24/10			367182
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

POWER COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	44	158	53981
First	9/30/39	88	389	56219
Second	11/29/43	44	223	61385
Third	2/18/47	44	357	65079
Fourth	6/2/48	44	376	66385
Fifth	12/5/49	44	394	68043
Sixth	11/6/51	44	418	70524
Seventh	1/29/57	44	468	76393
Eighth	8/16/57	44	474	76920
Ninth	1/2/58	44	486	77441
Tenth	4/25/58	44	492	77772
Eleventh	10/29/58	44	498	78578
Twelfth	6/9/59	44	504	79350
Thirteenth	12/12/60	44	534	81366
Fourteenth	11/24/61	44	539	82772
Fifteenth*
Sixteenth	5/13/66	44	589	89261
Seventeenth	11/15/66	44	595	89976
Eighteenth	11/6/72			100246
Nineteenth	1/31/74			102931
Twentieth	8/20/74			204217
Twenty-first	11/14/74			104658
Twenty-second	12/16/76			109723
Twenty-third	8/25/78			115186
Twenty-fourth	9/24/79			118677
Twenty-fifth	1/13/82			125593
Twenty-sixth	6/17/82			127074
Twenty-seventh	7/24/86			141468
Twenty-eighth	12/5/89			Drawer 8
Twenty-ninth	3/19/90			152669
Thirtieth	3/11/91			154713
Thirty-first	9/9/91			155735
Thirty-second	5/11/92			157121
Thirty-third	5/27/93			159406
Thirty-fourth	4/28/94			161297
Thirty-fifth	1/9/01			176480
Thirty-sixth	1/28/02			178961
Thirty-seventh	7/21/03			182919
Thirty-eighth	11/3/03			183765
Thirty-ninth	12/4/03			183961
Fortieth	2/15/06			188768
Forty-first	3/30/07			191364
Forty-second	5/30/07			191749
Forty-third	10/4/07			192682
Forty-fourth	4/11/08			193680
Forty-fifth	3/8/10			197817
Forty-sixth	6/25/10			198475
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

TWIN FALLS COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/18/37	115	399	287572
First	10/4/39	117	617	303412
Second	12/6/43	125	469	337529
Third	2/26/47	135	559	368840
Fourth	5/20/48	143	551	381631
Fifth	12/15/49	152	173	395320
Sixth	11/17/51	160	194	414065
Seventh	1/29/57	176	186	460892
Eighth	9/7/57	178	127	466243
Ninth	1/2/58	181	178	469040
Tenth	4/23/58	181	297	472230
Eleventh	10/29/58	183	175	476951
Twelfth	6/4/59	185	329	483618
Thirteenth	12/12/60	193	222	498667
Fourteenth	11/27/61	196	102	508340
Fifteenth*
Sixteenth	5/17/66	206	1655	564329
Seventeenth	11/7/66	206	2145	569887
Eighteenth	11/10/72	209	939	642381
Nineteenth	2/7/74	209	3000	660774
Twentieth	8/20/74	210	864	669472
Twenty-first	11/15/74	210	1219	672628
Twenty-second	12/21/76	211	2483	707155
Twenty-third	9/6/78	213	3203	743941
Twenty-fourth	10/19/79			770079
Twenty-fifth	1/20/82			815641
Twenty-sixth	6/17/82			823112
Twenty-seventh	7/24/86			905549
Twenty-eighth	12/5/89			963561
Twenty-ninth	3/19/90			967727
Thirtieth	3/8/91			983087
Thirty-first	9/6/91			007589
Thirty-second	5/7/92			92006294
Thirty-third	5/27/93			1993007426
Thirty-fourth	4/27/94			1994007395
Thirty-fifth	1/9/01			2001000357
Thirty-sixth	12/11/01			2001-022746
Thirty-seventh	7/21/03			2003-018637
Thirty-eighth	11/3/03			2003-028544
Thirty-ninth	12/3/03			2003-031051
Fortieth	2/14/06			2006-003601
Forty-first	3/30/07			2007-007252
Forty-second	5/25/07			2007-012643
Forty-third	10/2/07			2007-024264
Forty-fourth	4/10/08			2008-007997
Forty-fifth	3/5/10			2010-004423
Forty-sixth	6/24/10			2010-012606
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

VALLEY COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	6/11/43	14	387	30708
First	6/11/43	14	477	30709
Second	11/30/43	14	518	31497
Third	2/18/47	16	67	35881
Fourth	5/20/48	16	198	37610
Fifth	12/1/49	17	317	40616
Sixth	11/7/51	17	525	43585
Seventh	1/29/57	18	536	50692
Eighth	8/16/57	19	304	51351
Ninth	1/2/58	18	644	51871
Tenth	4/24/58	20	43	52149
Eleventh	10/29/58	20	109	53073
Twelfth	6/4/59	20	203	53903
Thirteenth	12/10/60	20	395	56310
Fourteenth	11/25/61	20	501	57739
Fifteenth*
Sixteenth	5/23/66	22	599	65142
Seventeenth	11/7/66	24	31	66108
Eighteenth	11/9/72			77694
Nineteenth	1/31/74			81377
Twentieth	8/27/74			82871
Twenty-first	11/14/74			83581
Twenty-second	12/28/76			90326
Twenty-third	9/6/78			97512
Twenty-fourth	3/28/79			102707
Twenty-fifth	1/20/82			118171
Twenty-sixth	6/17/82			120873
Twenty-seventh	7/24/86			149180
Twenty-eighth	12/5/89			Drawer 3
Twenty-ninth	3/19/90			172223
Thirtieth	3/8/91			179103
Thirty-first	9/6/91			182727
Thirty-second	5/8/92			154311
Thirty-third	5/27/93			196193
Thirty-fourth	4/28/94			203559
Thirty-fifth	1/16/01			252100
Thirty-sixth	12/6/01			258940
Thirty-seventh	7/21/03			273926
Thirty-eighth	11/4/03			277620
Thirty-ninth	12/3/03			278505
Fortieth	2/14/06			305886
Forty-first	3/30/07			319966
Forty-second	6/5/07			322044
Forty-third	10/5/07			325736
Forty-fourth	4/10/08			330645
Forty-fifth	3/8/10			349955
Forty-sixth	6/24/10			352800
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

WASHINGTON COUNTY, IDAHO
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/18/37	36	20	58726
First	9/30/39	36	544	60609
Second	11/29/43	38	251	65031
Third	2/26/47	39	583	70215
Fourth	6/2/48	40	413	72205
Fifth	12/15/49	41	416	74054
Sixth	11/17/51	43	17	76392
Seventh	1/29/57	46	229	81975
Eighth	8/16/57	46	378	82553
Ninth	1/2/58	47	3	82875
Tenth	4/23/58	47	127	83145
Eleventh	11/14/58	47	376	83712
Twelfth	6/22/59	47	621	84336
Thirteenth	12/29/60	48	513	85647
Fourteenth	12/11/61	49	239	86400
Fifteenth*
Sixteenth	5/13/66	53	309	91054
Seventeenth	11/23/66	53	635	91627
Eighteenth	11/6/72	57	492	97867
Nineteenth	1/31/74	57	784	100975
Twentieth	8/20/74	57	887	102358
Twenty-first	11/14/74	57	950	102936
Twenty-second	12/16/76	58	508	109036
Twenty-third	8/25/78	59	157	114530
Twenty-fourth	9/21/79			118193
Twenty-fifth	1/15/81			125914
Twenty-sixth	6/16/82			127291
Twenty-seventh	7/24/86			140855
Twenty-eighth	12/5/89			148359
Twenty-ninth	3/19/90			148963
Thirtieth	3/8/91			151207
Thirty-first	9/6/91			152694
Thirty-second	5/7/92			187349
Thirty-third	5/27/93			157031
Thirty-fourth	4/28/94			160001
Thirty-fifth	1/8/01			181643
Thirty-sixth	12/6/01			184475
Thirty-seventh	7/18/03			190382
Thirty-eighth	10/31/03			191708
Thirty-ninth	12/3/03			192068
Fortieth	2/14/06			200219
Forty-first	3/30/07			204900
Forty-second	5/25/07			205566
Forty-third	10/10/07			207041
Forty-fourth	4/10/08			209002
Forty-fifth	3/5/10			214517
Forty-sixth	6/24/10			215368
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

BAKER COUNTY, OREGON
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/22/37	74	128	94732
First	9/30/39	75	514	4696
Second	12/1/43	78	446	11827
Third	2/18/47	82	145	2859
Fourth	5/20/48	85	107	10581
Fifth	12/1/49	88	225
Sixth	11/6/51	92	574
Seventh	1/30/57	101	044	60450
Eighth	8/19/57	101	1088	63621
Ninth	1/2/58	102	233	65648
Tenth	4/23/58	102	638	67251
Eleventh	10/30/58	102	1451	70034
Twelfth	6/4/59	103	959	73388
Thirteenth	12/12/60	105	942	81646
Fourteenth	11/24/61	106	776	86648
Fifteenth*
Sixteenth	5/13/66	66-19	064	6638
Seventeenth	11/7/66	66-45	009	9073
Eighteenth	11/6/72	72-45	009	41572
Nineteenth	1/31/74	74-05	079	49425
Twentieth	8/21/74	74-34	043	53396
Twenty-first	11/14/74			55121
Twenty-second	12/16/76	76-51	046	15011
Twenty-third	8/25/78	78-34-119	78-34-150	01317
Twenty-fourth	9/21/79			11148
Twenty-fifth	1/14/82			35307
Twenty-sixth	6/17/82			37912
Twenty-seventh	7/28/86			18753
Twenty-eighth	12/6/89	D89-49-098-113	16
Twenty-ninth	3/19/90			9012029
Thirtieth	3/11/91			9111017
Thirty-first	9/9/91	D91-37-053-074
Thirty-second	5/8/92	D92-19-046
Thirty-third	5/28/93			9322017
Thirty-fourth	4/28/94			9417171
Thirty-fifth	1/22/01			B01040069
Thirty-sixth	12/17/01			B01510161
Thirty-seventh	7/21/03			B0329 0149
Thirty-eighth	11/7/03			B0345 0056
Thirty-ninth	12/4/03			B03480277B
Fortieth	4/5/06			B06140224
Forty-first	3/30/07			B07140066
Forty-second	5/30/07			B07220205
Forty-third	10/3/07			B07400385
Forty-fourth	4/14/08			B08160118
Forty-fifth	3/8/10			10100082
Forty-sixth	6/25/10			B10260016
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

GRANT COUNTY, OREGON
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	6/9/72			68533
First	6/9/72			68534
Second	6/9/72			68535
Third	6/9/72			68536
Fourth	6/9/72			68537
Fifth	6/9/72			68538
Sixth	6/9/72			68539
Seventh	6/9/72			68540
Eighth	6/9/72			68541
Ninth	6/9/72			68542
Tenth	6/9/72			68543
Eleventh	6/9/72			68544
Twelfth	6/9/72			68545
Thirteenth	6/9/72			68546
Fourteenth	6/9/72			68547
Fifteenth*
Sixteenth	6/9/72			68548
Seventeenth	6/9/72			68549
Eighteenth	11/6/72	43	187	69544
Nineteenth	1/31/74	44	20	72555
Twentieth	8/20/74	44	428	74021
Twenty-first	11/14/74	44	580	74796
Twenty-second	12/16/76	46	410	80159
Twenty-third	8/31/78	48	345	85250
Twenty-fourth	9/21/79			88335
Twenty-fifth	1/14/82			96523
Twenty-sixth	6/17/82			97629
Twenty-seventh	7/28/86			110404
Twenty-eighth	12/6/89	61	432
Twenty-ninth	3/19/90			120371
Thirtieth	3/11/91			910169
Thirty-first	9/9/91			911510
Thirty-second	5/8/92			920806
Thirty-third	5/28/93			930859
Thirty-fourth	5/4/94			940851
Thirty-fifth	1/22/01			210181
Thirty-sixth	12/7/01			213152
Thirty-seventh	7/21/03			2189
Thirty-eighth	11/3/03			033288
Thirty-ninth	12/5/03			20033565B
Fortieth	2/15/06			20060334
Forty-first	4/2/07			20070891
Forty-second	5/29/07			20071429
Forty-third	10/3/07			20072735
Forty-fourth	4/11/08			20080865
Forty-fifth	3/8/10			20100410
Forty-sixth	6/25/10			101115
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

HARNEY COUNTY, OREGON
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/18/46	Q	337	70608
First	10/18/46	Q	421	70609
Second	10/18/46	Q	429	70610
Third	2/19/47	R	6	71570
Fourth	5/22/48	R	576	75339
Fifth	12/2/49	S	615	79188
Sixth	11/6/51	U	33	84135
Seventh	2/11/57	Y	322	98538
Eighth	8/19/57	Y	523	99965
Ninth	1/20/58	Z	82	101111
Tenth	5/1/58	Z	233	101882
Eleventh	11/3/58	Z	496	103047
Twelfth	6/9/59	A-1	188	104640
Thirteenth	12/12/60	A-2	239	108334
Fourteenth	11/24/61	A-3	199	111242
Fifteenth*
Sixteenth	5/13/66	A-8	346	124906
Seventeenth	11/7/66	A-9	84	126398
Eighteenth	11/6/72	A-15	74	144160
Nineteenth	2/1/74	A-16	137	147772
Twentieth	8/20/74	A-16	485	149463
Twenty-first	11/15/74	A-16	654	150182
Twenty-second	12/20/76	A-19	400	167848
Twenty-third	8/25/78	A-24	670	175064
Twenty-fourth	9/24/79			179238
Twenty-fifth	1/14/82			189688
Twenty-sixth	6/17/82			190842
Twenty-seventh	7/28/86			861050
Twenty-eighth	12/6/89			891738
Twenty-ninth	3/19/90			900359
Thirtieth	3/11/91			910296
Thirty-first	9/9/91			911345
Thirty-second	5/8/92			920678
Thirty-third	5/28/93			930740
Thirty-fourth	4/28/94			940796
Thirty-fifth	1/22/01			20010141
Thirty-sixth	12/10/01			20012300
Thirty-seventh	7/21/03			20031431
Thirty-eighth	11/4/03			20032207
Thirty-ninth	12/4/03			20032377
Fortieth	2/16/06			20060315
Forty-first	3/30/07			20070704
Forty-second	5/29/07			20071188
Forty-third	10/3/07			20072214
Forty-fourth	4/14/08			20080605
Forty-fifth	3/8/10			20100273
Forty-sixth	6/25/10			20100709
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

MALHEUR COUNTY, OREGON
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/16/37	21	293	112125
First	10/6/39	24	346	125761
Second	12/6/43	31	274	19809
Third	2/27/47	38	386	47221
Fourth	6/2/48	43	384	59655
Fifth	12/15/49	50	5-26	1020
Sixth	11/19/51	59	213	17931
Seventh	2/6/57	81	290	10527
Eighth	9/10/57	84	135	15927
Ninth	1/22/58	85	464	18801
Tenth	4/28/58	86	503	1405
Eleventh	11/14/58	89	32	5907
Twelfth	6/22/59	91	564	12210
Thirteenth	12/29/60	98	595	25133
Fourteenth	12/12/61	102	227	33871
Fifteenth*
Sixteenth	6/7/66	119	138	73603
Seventeenth	11/18/66	120	177	76832
Eighteenth	11/8/72			139311
Nineteenth	2/7/74			154157
Twentieth	8/28/74			160821
Twenty-first	11/21/74			163442
Twenty-second	12/28/76			24602
Twenty-third	9/6/78			51133
Twenty-fourth	9/28/79			68872
Twenty-fifth	1/19/82			82-993559
Twenty-sixth	6/22/82			82-104958
Twenty-seventh	7/24/86			86-4840
Twenty-eighth	12/5/89			89-39609
Twenty-ninth	3/19/90			90-1848
Thirtieth	3/8/91			91-1302
Thirty-first	9/6/91			91-5774
Thirty-second	5/7/92			92-3270
Thirty-third	5/27/93			93-3278
Thirty-fourth	4/27/94			94-3020
Thirty-fifth	1/12/01			2001-287
Thirty-sixth	12/6/01			2001-8680
Thirty-seventh	7/18/03			2003-5749
Thirty-eighth	10/31/03			2003-8800
Thirty-ninth	12/3/03			2003-9816
Fortieth	2/28/06			2006-1391
Forty-first	3/30/07			2007-2396
Forty-second	5/25/07			2007-3947
Forty-third	10/2/07			2007-7420
Forty-fourth	4/10/08			2008-2291
Forty-fifth	3/5/10			2010-1388
Forty-sixth	6/24/10			2010-3850
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

MORROW COUNTY, OREGON
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	9/28/78			14114
First	9/28/78			14115
Second	9/28/78			14116
Third	9/28/78			14117
Fourth	9/28/78			14118
Fifth	9/28/78			14119
Sixth	9/28/78			14120
Seventh	9/28/78			14121
Eighth	9/28/78			14122
Ninth	9/28/78			14123
Tenth	9/28/78			14124
Eleventh	9/28/78			14125
Twelfth	9/28/78			14126
Thirteenth	9/28/78			14127
Fourteenth	9/28/78			14128
Fifteenth*
Sixteenth	9/28/78			14129
Seventeenth	9/28/78			14130
Eighteenth	9/28/78			14131
Nineteenth	9/28/78			14132
Twentieth	9/28/78			14133
Twenty-first	9/28/78			14134
Twenty-second	9/28/78			14135
Twenty-third	9/29/78			14136
Twenty-fourth	9/28/79			123410
Twenty-fifth	1/27/82			127687
Twenty-sixth	6/18/82			20499
Twenty-seventh	8/8/86			135163
Twenty-eighth	12/6/89			M-34008
Twenty-ninth	3/19/90			34664
Thirtieth	3/11/91			M-36367
Thirty-first	3/11/91			M-37263
Thirty-second	5/8/92			M-38466
Thirty-third	5/28/93			M-40524
Thirty-fourth	4/28/94			M-42607
Thirty-fifth	1/16/01			2001-74
Thirty-sixth	7/29/10			2010-26586
Thirty-seventh	7/29/10			2010-26587
Thirty-eighth	7/29/10			2010-26588
Thirty-ninth	7/29/10			2010-26590
Fortieth	7/29/10			2010-26591
Forty-first	7/29/10			2010-26592
Forty-second	7/29/10			2010-26593
Forty-third	7/29/10			2010-26594
Forty-fourth	7/29/10			2010-26595
Forty-fifth	7/29/10			2010-26596
Forty-sixth
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

UNION COUNTY, OREGON
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/1/55			41520
First	10/1/55			41521
Second	10/1/55			41522
Third	10/1/55			41523
Fourth	10/1/55			41524
Fifth	10/1/55			41524
Sixth	10/1/55			41526
Seventh	1/29/57	118	516	46427
Eighth	8/27/57	119	568	48437
Ninth	1/2/58	120	254	49854
Tenth	4/22/58	120	531	50903
Eleventh	11/3/58	121	470	52719
Twelfth	6/4/59	122	385	54981
Thirteenth	12/13/60	124	694	60439
Fourteenth	11/27/61	126	172	63920
Fifteenth*
Sixteenth	5/13/66	134	393	12192
Seventeenth	11/7/66	135	413	13941
Eighteenth	11/7/72			41380
Nineteenth	2/7/74			48357
Twentieth	8/28/74			51734
Twenty-first	11/15/74			52889
Twenty-second	12/17/76			65997
Twenty-third	9/6/78			79646
Twenty-fourth	10/1/79			87770
Twenty-fifth	1/27/82			104290
Twenty-sixth	6/18/82			105466
Twenty-seventh	7/28/86			119524
Twenty-eighth	12/6/89			131912
Twenty-ninth	3/19/90			132791
Thirtieth	3/11/91			136424
Thirty-first	9/9/91			138538
Thirty-second	5/11/92			141586
Thirty-third	6/1/93			147495
Thirty-fourth	4/28/94			153406
Thirty-fifth	1/22/01			20010266
Thirty-sixth	12/7/01			20015583
Thirty-seventh	7/21/03			20034754
Thirty-eighth	11/3/03			20037473
Thirty-ninth	12/4/03			20038087
Fortieth	2/15/06			20060725
Forty-first	3/30/07			20071604
Forty-second	6/15/07			20073197
Forty-third	10/11/07			20075750
Forty-fourth	4/18/08			2008-1599
Forty-fifth	3/8/10			20100892
Forty-sixth	6/25/10			20102202
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

WALLOWA COUNTY, OREGON
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	6/12/59			55284
First	6/12/59			55285
Second	6/12/59			55286
Third	6/12/59			55287
Fourth	6/12/59			55288
Fifth	6/12/59			55289
Sixth	6/12/59			55290
Seventh	6/12/59			55291
Eighth	6/12/59			55292
Ninth	6/12/59			55293
Tenth	6/12/59			55294
Eleventh	6/12/59			55295
Twelfth	6/12/59	60	454	55297
Thirteenth	12/12/60	61	613	58124
Fourteenth	11/28/61	62	490	59930
Fifteenth*
Sixteenth	5/13/66	66	335	68163
Seventeenth	11/7/66	66	663	68974
Eighteenth	11/7/72	72	178	80964
Nineteenth	1/31/74	74	2	83916
Twentieth	8/21/74	74	416	85247
Twenty-first	11/14/74	74	643	85875
Twenty-second	12/17/76	77	157	91105
Twenty-third	8/25/78	80	267	96947
Twenty-fourth	9/21/79			101151-A
Twenty-fifth	1/13/82			03504
Twenty-sixth	6/17/82			04464
Twenty-seventh	7/28/86			10961
Twenty-eighth	12/6/89	99	1
Twenty-ninth	3/21/90			16873
Thirtieth	3/11/91			91-18544
Thirty-first	9/9/91			91-19642
Thirty-second	5/8/92			92-21126
Thirty-third	6/7/93			23712
Thirty-fourth	4/28/94			26133
Thirty-fifth	1/22/01			200142584
Thirty-sixth	12/7/01			044446
Thirty-seventh	2/27/04			048595
Thirty-eighth	11/3/03			03-49410
Thirty-ninth	12/4/03			03-49624
Fortieth	2/15/06			2006-55000
Forty-first	3/30/07			57506
Forty-second	6/4/07			2007-57870
Forty-third	10/4/07			200758576
Forty-fourth	4/11/08			59563
Forty-fifth	3/8/10			63323
Forty-sixth	6/28/10			63806
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

ELKO COUNTY, NEVADA
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	10/18/37	4	39	65874
First	10/2/39	4	295	71475
Second	12/1/43	5	266	82445
Third	2/19/47	6	411	93620
Fourth	6/4/48	R&C M		99822
Fifth	12/2/49	7	390	106050
Sixth	11/6/51	21	384	113985
Seventh	1/30/57	29	413	10048
Eighth	8/19/57	30	379	11852
Ninth	1/2/58	31	145	12838
Tenth	4/23/58	31	372	13381
Eleventh	11/17/58	32	492	15084
Twelfth	6/5/59	34	253	16276
Thirteenth	12/13/60	9	335	2721
Fourteenth	11/27/61	20	202	6720
Fifteenth*
Sixteenth	5/27/66	69	108	24897
Seventeenth	11/7/66	75	589	27864
Eighteenth	11/13/72	170	387	72180
Nineteenth	2/1/74	189	477	80550
Twentieth	9/3/74	200	297	85424
Twenty-first	12/2/74	205	89	87712
Twenty-second	1/6/77	241	289	102743
Twenty-third	9/7/78	275	453	115844
Twenty-fourth	10/9/79			127348
Twenty-fifth	1/27/82			159761
Twenty-sixth	6/17/82			163894
Twenty-seventh	7/28/86			217231
Twenty-eighth	12/8/89			285930
Twenty-ninth	3/19/90			289311
Thirtieth	3/11/91			303865
Thirty-first	9/9/91			310473
Thirty-second	5/8/92			320836
Thirty-third	6/1/93			338197
Thirty-fourth	4/29/94			352666
Thirty-fifth	1/8/01			465996
Thirty-sixth	12/19/01			43374
Thirty-seventh	9/24/03			506529
Thirty-eighth	12/10/03			511472
Thirty-ninth	12/10/03			511471
Fortieth	2/15/06			548799
Forty-first	3/30/07			570190
Forty-second	5/29/07			573746
Forty-third	10/3/07			582722
Forty-fourth	4/11/08			594006
Forty-fifth	3/8/10			623862
Forty-sixth	6/25/10			627838
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

HUMBOLDT COUNTY, NEVADA
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	5/11/82			221389
First	5/11/82			221390
Second	5/11/82			221391
Third	5/11/82			221392
Fourth	5/11/82			221393
Fifth	5/11/82			221394
Sixth	5/11/82			221395
Seventh	5/11/82			221396
Eighth	5/11/82			221397
Ninth	5/11/82			221398
Tenth	5/11/82			221399
Eleventh	5/11/82			221400
Twelfth	5/11/82			221401
Thirteenth	5/11/82			221402
Fourteenth	5/11/82			221403
Fifteenth*
Sixteenth	5/11/82			221404
Seventeenth	5/11/82			221405
Eighteenth	5/11/82			221406
Nineteenth	5/11/82			221407
Twentieth	5/11/82			221408
Twenty-first	5/11/82			221409
Twenty-second	5/11/82			221410
Twenty-third	5/11/82			221411
Twenty-fourth	5/11/82			221412
Twenty-fifth	5/11/82			221413
Twenty-sixth	6/17/82			222484
Twenty-seventh	7/29/86			259872
Twenty-eighth	12/6/89	283	202
Twenty-ninth	3/20/90			315916
Thirtieth	3/11/91			323700
Thirty-first	9/9/91			327674
Thirty-second	5/8/92			333314
Thirty-third	5/28/93			341674
Thirty-fourth	5/9/94			348823
Thirty-fifth	1/8/01			2001-90
Thirty-sixth	7/29/10			2010-4314
Thirty-seventh	7/29/10			2010-4315
Thirty-eighth	7/29/10			2010-4316
Thirty-ninth	7/29/10			2010-4317
Fortieth	7/29/10			2010-4318
Forty-first	7/29/10			2010-4319
Forty-second	7/29/10			2010-4320
Forty-third	7/29/10			2010-4321
Forty-fourth	7/29/10			2010-4322
Forty-fifth	7/29/10			2010-4323
Forty-sixth	7/29/10			2010-4324
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

LANDER COUNTY, NEVADA
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	8/2/10	610	1	257920
First	8/2/10	610	1	257920
Second	8/2/10	610	1	257920
Third	8/2/10	610	1	257920
Fourth	8/2/10	610	1	257920
Fifth	8/2/10	610	1	257920
Sixth	8/2/10	610	1	257920
Seventh	8/2/10	610	1	257920
Eighth	8/2/10	610	1	257920
Ninth	8/2/10	610	1	257920
Tenth	8/2/10	610	1	257920
Eleventh	8/2/10	610	1	257920
Twelfth	8/2/10	610	1	257920
Thirteenth	8/2/10	610	1	257920
Fourteenth	8/2/10	610	1	257920
Fifteenth*
Sixteenth	8/2/10	610	1	257920
Seventeenth	8/2/10	610	1	257920
Eighteenth	8/2/10	610	1	257920
Nineteenth	8/2/10	610	1	257920
Twentieth	8/2/10	610	1	257920
Twenty-first	8/2/10	610	1	257920
Twenty-second	8/2/10	610	1	257920
Twenty-third	8/2/10	610	1	257920
Twenty-fourth	8/2/10	610	1	257920
Twenty-fifth	8/2/10	610	1	257920
Twenty-sixth	8/2/10	610	1	257920
Twenty-seventh	8/2/10	610	1	257920
Twenty-eighth	8/2/10	610	1	257920
Twenty-ninth	8/2/10	610	1	257920
Thirtieth	8/2/10	610	1	257920
Thirty-first	8/2/10	610	1	257920
Thirty-second	8/2/10	610	1	257920
Thirty-third	8/2/10	610	1	257920
Thirty-fourth	8/2/10	610	1	257920
Thirty-fifth	8/2/10	610	1	257920
Thirty-sixth	8/2/10	610	1	257920
Thirty-seventh	8/2/10	610	1	257920
Thirty-eighth	8/2/10	610	1	257920
Thirty-ninth	8/2/10	610	1	257920
Fortieth	8/2/10	610	1	257920
Forty-first	8/2/10	610	1	257920
Forty-second	8/2/10	610	1	257920
Forty-third	8/2/10	610	1	257920
Forty-fourth	8/2/10	610	1	257920
Forty-fifth	8/2/10	610	1	257920
Forty-sixth	8/2/10	610	1	257920
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

LINCOLN COUNTY, WYOMING
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	2/15/72			U-16707
First	2/15/72			U-16708
Second	2/15/72			U-16709
Third	2/15/72			U-16710
Fourth	2/15/72			U-16711
Fifth	2/15/72			U-16712
Sixth	2/15/72			U-16713
Seventh	2/15/72			U-16714
Eighth	2/15/72			U-16715
Ninth	2/15/72			U-16716
Tenth	2/15/72			U-16717
Eleventh	2/15/72			U-16718
Twelfth	2/15/72			U-16719
Thirteenth	2/15/72			U-16720
Fourteenth	2/15/72			U-16721
Fifteenth*
Sixteenth	2/15/72			U-16722
Seventeenth	2/15/72			U-16723
Eighteenth	11/7/72	102	159	442688
Nineteenth	2/8/74	110	221	453750
Twentieth	9/3/74	114	379	459840
Twenty-first	11/29/74	116	140	461966
Twenty-second	12/29/76	132	419	487221
Twenty-third	9/7/78	149	120	513599
Twenty-fourth	10/2/79			397
Twenty-fifth	1/28/82			339
Twenty-sixth	6/17/82			579262
Twenty-seventh	7/28/86			659212
Twenty-eighth	12/6/89	281	56
Twenty-ninth	3/30/90			715403
Thirtieth	3/11/91			729592
Thirty-first	10/7/91			739346
Thirty-second	5/11/92	310	77
Thirty-third	6/14/93	330	366
Thirty-fourth	4/28/94			782209
Thirty-fifth	1/15/01			870779
Thirty-sixth	1/28/02			878820
Thirty-seventh	9/15/03			893425
Thirty-eighth	12/15/03			895900
Thirty-ninth	12/3/03			896191
Fortieth	4/6/06			000372
Forty-first	4/16/07			928435
Forty-second	6/1/07	660	170	929899
Forty-third	10/12/07	675	439	934017
Forty-fourth	4/14/08			938225
Forty-fifth	3/8/10			952409
Forty-sixth	6/28/10			954140
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT A

 

SWEETWATER COUNTY, WYOMING
Supplemental Indenture	Date Recorded	Book	Page	Instrument No.
Original Mortgage	7/6/71			26509
First	7/6/71			26510
Second	7/6/71			26511
Third	7/6/71			26512
Fourth	7/6/71			26513
Fifth	7/6/71			26514
Sixth	7/6/71			26515
Seventh	7/6/71			26516
Eighth	7/6/71			26517
Ninth	7/6/71			26518
Tenth	7/6/71			26519
Eleventh	7/6/71			26520
Twelfth	7/6/71			26521
Thirteenth	7/6/71			26522
Fourteenth	7/6/71			26523
Fifteenth*
Sixteenth	7/6/71			26524
Seventeenth	7/6/71			26525
Eighteenth	11/10/72	517	603	418926
Nineteenth	2/1/74	540	193	439080
Twentieth	8/30/74	557	303	453600
Twenty-first	11/25/74	562	146	458291
Twenty-second	1/3/77	635	I25	719332
Twenty-third	9/15/78	694	86	772490
Twenty-fourth	10/12/79			804130
Twenty-fifth	2/10/82			1540
Twenty-sixth	6/18/82			1007
Twenty-seventh	8/28/86			001569
Twenty-eighth	12/6/89	804	731
Twenty-ninth	3/20/90			1063065
Thirtieth	3/25/91			1085328
Thirty-first	9/9/91			1085879
Thirty-second	5/18/92			1112475
Thirty-third	5/28/93			1137888
Thirty-fourth	4/28/94			1161663
Thirty-fifth	1/8/01			1326337
Thirty-sixth	1/8/01			13210237
Thirty-seventh	9/19/03			1396141
Thirty-eighth	12/15/03			1402447
Thirty-ninth	12/15/03			1402422
Fortieth	2/28/06			1465345
Forty-first	3/30/07			1499465
Forty-second	6/1/07			1505080
Forty-third	10/5/07			1517178
Forty-fourth	4/14/08			1530606
Forty-fifth	3/9/10			1577565
Forty-sixth	6/29/10			1584146
*  The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not      include property additions.  Accordingly this Supplemental Indenture was not recorded.

EXHIBIT B

ADA COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Central Headquarters (CHQ)	L. Marvin and Jean Peterson	9208762		2-14-1992
CHQ	Zions First National Bank	862824		10-5-1973
CHQ	Nina White	864172		10-22-1973
CHQ	Inland Coca-Cola Bottling Co.	7820980		4-24-1978
CHQ	Western National Corporation	7831573		6-14-1978
Parking	Walton A. Glenn	8022561		5-9-1980
Parking	Albert L. Trulemans, et al	8022563		5-9-1980
Parking	Charles L. and Dianne P. Winder	8400966		1-9-1984
Parking	R.M. and Eula J. Logsdon	850709		6-18-1973
Parking	Charles L. and Dianne P. Winder	8503355		1-18-1985
Parking	Mary Ellen Van Deusen, et al	7633375		8-23-1976
Plaza 1 Office	Vera K. Fisch	141253	193/ 233	8-27-1930
Plaza 1 Office	A.N. and Verna Locklear	278740	327/97	8-20-1948
Plaza 2 Office	J. Gordon Brookover, et al	8500735		1-4-1985
Plaza 2 Office	H.A. Dinwiddie	8500736		1-4-85
Boise Operation Center	Ralph C. and Lois Ann Shoemaker	8446861		9-19-1984
Boise Records Center	E.H. & W.C. Dewey Investment Company	97933	153/162	2-2-1922
Boise Records Center	E.H. & W.C. Dewey Investment Company	116869	196/113	7-29-1925
Boise Records Center	Quinn Robbins Co. Inc.	107108505		7-31-2007
Boise Vehicle Storage	Quinn-Robbins Company, Inc.	258874	300/518	1-11-1947
C.J. Strike Hydro Project	Tina McDonough Peterson	7514492		6-10-1975
Boise Bench Microwave Site	State of Idaho	535584		8-17-1962
Boise Bench Substation	Bank of Idaho as Conservator of the Nelson Estate	8411138		3-9-1984
Boise Bench Substation	Charles F. and Alice Jean Svoboda	290801		9-8-1949
Boise Bench Substation	Marie and Charles Svoboda	290802		9-8-1949
Boise Bench Substation	Francis Mike and A. Joan Svoboda	418874		11-5-1957
Boise Bench Substation	Charles F. and Marie Svoboda	418875		11-5-1957
Boise Bench Substation	Alice Jean and Charles F. Svoboda	418877		11-5-1957
Boise Bench Substation	Clair C. Svoboda and Anna E. Svoboda	418876		11-5-1957
Boise Bench Substation	Vernon J. Brollier, et al	712397		3-26-1969
Boise Bench Substation	State of Idaho	256961	300/182	10-16-1946
Boise Bench Substation	State of Idaho	242447	288/343	11-28-1945
Boise Bench Substation	State of Idaho	254259		8-31-1946
Boise Bench Substation	State of Idaho	254257		8-31-1946
Boise Bench Substation	State of Idaho	254259		8-31-1946
Boise Bench Substation	State of Idaho	256962	300/182	11-16-1946
Boise Bench Substation	State of Idaho	284166		2-22-1949
Boise Bench Substation	State of Idaho	254256	299/345	8-31-1946
Boise Bench Substation	State of Idaho	254255	299/343	8-31-1946
State Street Substation	Intermountain Company	458237		7-6-1959
State Street Substation	Forrest K. and Connie Skaggs	96003586		1-12-1996
State Street Substation	Verle L. and Mildred O. Roberts	482490		7-1-1960
Kuna Substation	Steve Guinn	101103683		10-5-2001
Kuna Substation	Kuna’s Swann Falls Storage, Inc.	101136091		12-21-2001
Kuna Substation	Kuna’s Swann Falls Storage, Inc.	102131360		11-8-2002
Beacon Light Substation	Ryan and Mary Jo Hood	102158365		12-30-2002
Beacon Light Substation	Ryan and Mary Jo Hood	103171684		10-8-2003
Columbia Substation	Monte S. and Janet L. Davis	105175774		11-18-2005
Columbia Substation	Monte S. and Janet L. Davis	106002914		1-6-2006
Locust Substation	John and D. Jeanne Tolk	7641658		10-21-1976
Locust Substation	John and Jeanne D. Tolk, as Co-Trustees of the Tolk Trust	101014615		2-20-2001
Victory Substation	William P. and Rosalee Wigle	8918846		4-27-1989
Amity Substation	Lynae S. and Jerry D. Hibbard	105082382		6-22-2005
Amity Substation	Lynae S. and Jerry D. Hibbard	105002302		6-22-2005
Dry Creek Substation	David L. Nordling, et al	7508390		4-25-1975
Grove Substation	Frank P. and Olive M. Kloepfer	555651		5-13-1963
Hillsdale Substation	Martin L. Hill	103014434		1-28-2003
Meridian Substation	James O. and Helen Jones Beck	293823		11-17-1949
Ustick Substation	Wesley T. and Irene F. Fry	543519		12-4-1962
Wye Substation	Kenneth L. and Margaret Ridgeway	330425		4-16-1952
Cartwright Substation	The Terteling Company, Inc.	106046455		3-27-2006
Butler Substation	Lillian J. Hensley	330424		4-16-1952
Black Cat Substation	Bill and Mary Wright	98021033		3-6-1998
Eagle Substation	N.A. Smith	310752		11-18-1950
Cloverdale Substation	Clair S. and Mary E. Hawkins	696395		8-2-1968
Star Substation	Joseph and Nancy Moyle	102005835		1-16-2002
Stoddard Substation	GCJ Investments, LLC	101105707		10-11-2001
Joplin Substation	David E. and Mary M. Leader, as trustees of the Leader Trust	101016877		2-26-2001
Hubbard Substation	John S. and Nellie H. Wood	894700		8-1-1974
Mora Substation	Robert P. Brown, et al	522630		3-1-1962
Gary Substation	Nellie E. Anderson, et al	8305918		2-4-1983
Bethel Court Substation	Samuel W. Coil, et al	100027552		4-11-2000
Fischer Substation	ADS, Inc.	107109412		8-2-2007
Cloverdale Substation	Ronald W. Van Auker	100081476		10-11-2000
Ada County Land	Ronald W. and Bessie Marte Scott	100027553		4-11-2000
Ada County Land	Alliance Title and Escrow Corp, as Trustee of the Burkhalter Trust	105032726		3-18-2005
Ada County Land	Union Pacific Railroad Company	8850022		10-12-1988
Ada County Land	Larry K. Peterson	99017212		2-22-1999
Ada County Land	Larry K. Peterson	99046507		5-7-1999
Ada County Land	Mountain States Telephone and Telegraph Company	8551830		1-10-1985
Ada County Land	Boise Industrial Foundation	99015545		2-17-1999
Transmission Line Land	Karl Fischer, et al	420137		12-2-1957
Transmission Line Land	Marion Smith	412397		7-3-1957
Transmission Line Lands	W. Robert McBirney, et al	8228202		7-2-1982
	Guy and Sylvia E. Healey	409206		4-1-1957
Transmission Line Land	Howard C. and Muriel L. Ferguson	408761		4-9-1957
Transmission Line Land	Walter R. and Gloria F. Smith	407812		3-25-1957
Transmission Line Land	Mark C. and Joanne G. Peckham	407472		3-9-1957
Transmission Line Land	Western Christian College	407492		3-9-1957
Transmission Line Land	Surprise Valley Famrs, Inc.	642320		6-24-1966
	Bruce and Beth Bowler	9168378		12-2-1991
Transmission Line Land	Marion Smith	412397		4-3-1957
Transmission Line Land	D&C Farms, Inc.	412316		4-2-1957

EXHIBIT B

ADAMS COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	5495	5/419	8-16-1916
Hells Canyon Hydro Project	Albert W. and Grace L. Campbell	36927	23/275	11-4-1955
Hells Canyon Hydro Project	Albert W. and Grace L. Campbell	36928	23/276	11-4-1955
Hells Canyon Hydro Project	Albert W. and Grace L. Campbell	39179	24/453	11-26-1958
Hells Canyon Hydro Project	Albert W. and Grace L. Campbell	39544	24/575	5-25-1959
Hells Canyon Hydro Project	Albert W. and Grace L. Campbell	39862	25/38	10-22-1959
Hells Canyon Hydro Project	Albert W. and Grace L. Campbell	41156	25/447	7-24-1961
Hells Canyon Hydro Project	Ferdinand C. and Florence M. Alers	41037	25/413	5-23-1961
Hells Canyon Hydro Project	Frank J. and Leta O. Smith	41157	25/448	7-24-1961
Hells Canyon Hydro Project	Emma Louise Antz	41092	25/429	6-19-1961
Hells Canyon Hydro Project	C.J. and Alice Newlin	39006	24/408	9-10-1958
Council Substation	Adams County, Idaho	32461	21/162	3-19-1949
Tamarack Substation	Evergreen Forest Products Co.	44759	27/14	10-29-1965
New Meadows Substation	Richard Balbach and Helen Balbach		21/110	12-29-1948
Jump Substation	Boise Cascade Corporation	105763		4-6-2004
OX Ranch Property	Hixon Properties, Inc.	113309		12-13-2006
OX Ranch Property	Hixon Properties, Inc.	113310		12-13-2006
Indian Creek Property	Karen A. McGuiness	117637		12-31-2008

EXHIBIT B

BANNOCK COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	48569	31/220	8-14-1916
Bannock County Land	Paul and Mary Luana Lish	795768		06/04/1987
Pocatello Operation Center	Farrell J and Gloria M Jones, et al	747972		04/23/1985
Pocatello Operation Center	Fergus, Jr and Shirley Briggs	728833		05/10/1984
Pocatello Operation Center	Robert S Bohrer	645899		04/15/1980
Pocatello Operation Center	Margaret Boero Sweikers	544725		10/24/1975
Pocatello Operation Center	Marshall Brothers, Inc	416893		06/15/1965
Pocatello Operation Center	Irene J Ames	459145		03/20/1969
Pocatello Operation Center	George W and Ada Watson Hardwick	525760		07/22/1974
Pocatello Operation Center	Irene J Ames	459144		03/20/1969
Pocatello Operation Center	Arthur J and Inez S Ashby	499167		09/08/1972
Pocatello Operation Center	Marshall Brother, Inc	416894		06/15/1965
Pocatello Operation Center	Garrett Terminal Corporation	280746	110/411	04/10/1951
Pocatello Operation Center	Richard E and Darryl Maynard	417129		06/21/1965
Portneuf Substation	Gertrude E Guyer	721684		01/10/1984
Siphon Substation	Albert M and Betty E Johnson	505688		03/08/1973
Inkom Junction Substation	Evan Franklin and Elva Barron	429922		07/13/1966
Tyhee Substation	H Leo and Laura B A Lewis	368802		05/24/1961
Alemeda Substation	Harold K and Louisa B Lenon, et al	531085		12/13/1974
Terry Substation	Wendell and Barbara Marshall, et al	411491		12/28/1964
Highland Substation	J &D, Hancock Family Investments	97018178		10/22/1997
Pocatello West Substation	F M and Anne Bistline	223025	85/624	10/26/1942
Freemont Substation	Johanna N Briggs	462665		07/30/1969
Terry Substation	Wendell and Barbara Marshall, et al	411920		01/13/1965
Freemont Substation	William E and Ruth M Schutt	411490		12/28/1964
Portneuf 138 kV	Richard and Lea Joy Armstrong	89015305		12/13/1989
Bannock County Land	Bannock County, Idaho	303366	120/135	10/12/1954
Bannock County Land	Bannock County, Idaho	303367	120/136	10/12/1954
Bannock County Land	Mary A and Marinus M Bush	146553	62/267	08/31/1929
Pocatello Pole Yard	Varsity Square, LLC	21003188		2-26-2010

EXHIBIT B

BEAR LAKE COUNTY, IDAHO

[No fee lands currently listed]

EXHIBIT B

BINGHAM COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	20593	23/228	8-14-1916
Blackfoot Office	H.F. and Eunice Van Atta	66806		5-4-1959
Haven Substation	Darwin I. and Pearl Young	212368		5-18-1976
Aiken Substation	Dean Adams and Leda Larue Adams	218916		12-1-1976
American Potato Substation	Basic American Foods	303215		3-17-1983
Crater Substation	Clifford and Glory C. Wride	11747		4-23-1955
Rockford Substation	Harry and Hannah Katseanes	21690		7-6-1951
Lava Substation	J R and Ida Saunders	46519	92/137	6-13-1956
Goshen Substation	Lloyd V. and Sarah C. Frandsen	33603		12-11-1953
Morgans Pasture Substation	Clifford and Leona T. Morris	80412	108/27	3-4-1961
Taber Substation	Raymond J. and Eva H. Harker	51088		12-24-1956
Hulen Substation	C.L. and Veta B. Ashley	35935	87/38	5-6-1954
Hulen Substation	C.L. and Veta B. Ashley	38029	88/100	9-17-1954
Kramer Substation	Jessie E. Nelson, et al	205226		10-10-1975
Fort Hall Substation	Don C. and Salome S. Brown	20073	61/293	2-4-1939
Aberdeen Substation	Aberdeen Townsite and Investment Company		27/605	9-14-1916
Pingree Substation	Grace A. Moody	45107	91/223	11-15-1955
Blackfoot Substation	Charlotte G. Monk	51894	76/75	5-1-1946
Pioneer Regulator Station	Penick & Ford, Limited, a Delaware corporation	404765		2-28-1992
Thomas Voltage Regulator	Kenneth Eugene and Violet Elizabeth Simon	178617		3-14-1973
Bingham County Lands	Koch Agriculture Company	459347		11-14-1997
Bingham County Lands	Lizzie Novostas Pokibro, et al	40731		1-26-1954
Sterling Substation	Bingham County, Idaho	599746		10-14-2008

EXHIBIT B

BLAINE COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Elkhorn Substation	Elkhorn at Sun Valley	147459		1-4-1973
Hailey Substation	Vern R. and Dorothy Davis	93972	158/488	7-15-1948
Ketchum Substation	Union Pacific Railroad Co.	116799	176/322	4-18-1962
Hailey Substation	Julio and Maria Astorquia	116657	176/281	3-9-1962
Moonstone Substation	Harvey D. and Hollis H. Bothoff	173555		5-16-1977
Moonstone Substation	Orie S. and Frieda Leavell	173556		5-16-1977
Picabo Substation	Kilpatrick Brothers Co.	105936	166/373	5-11-1955
Hailey Storage Yard	City of Hailey/vacation	298177		12-19-1988
Silver Substation	Anna Elora Broadie	208666		11-10-1980
Wood River Substation	John E. and Margaret Jean Evans	117200	176/386	7-30-1962
Wood River Substation	Anton A. and Liselotte Bodner	152064		11-9-1973
Blaine County Lands	Ralph W. and Dorothy V. Price	538106		8-2-2006
Bellevue Employee Housing	Cary R. and Tammie L. Darling	572982		12-2-2009

EXHIBIT B

BOISE COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	24824	41/275	8-15-1916
Horseshoe Bend Substation	Clayton and Rachel Watson	69848		1-27-1965

EXHIBIT B

BONNEVILLE COUNTY, IDAHO

[No fee lands currently listed]

EXHIBIT B

BUTTE COUNTY, IDAHO

[No fee lands currently listed]

EXHIBIT B

CAMAS COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Prairie Power Office/Shop	Prairie Power Cooperative, Inc.	67423		7-24-1992
Corral Substation
Camas Substation
Fairfield Substation	William F. and Opal L. Stewart	45093	23/67	12-6-1978

EXHIBIT B

CANYON COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	75128	75/150	8-14-1916
Canyon Operation Center	Antone and Fotula Chacartegui	8429643		12-17-1984
Canyon Operation Center	Antone and Fotula Chacartegui	8429643		12-17-1984
Canyon Operation Center	Antone and Fotula Chacartegui	8429643		12-17-1984
Canyon Operation Center	Antone and Fotula Chacartegui	8429643		12-17-1984
Linden Substation	Caldwell Unlimited, Inc.	604004		12-29-1967
Caldwell Substation	Tsutano Tamura	600938		10-13-1967
Chestnut Substation	Ernest and Onie Baker		139/415	3-16-1940
Willis Substation	Jerry L. and Gay Payne	200521482		4-21-2005
Melba Substation	Ralph and Linda Gant	200414670		3-18-2004
Mid-Rose Substation	J. Ramon and Marilyn Yorgason	200246256		10-1-2002
Hill Substation	Clifford C. and Clara Adamson	8918970		10-11-1989
Zilog Substation	Zilog Inc.	9123365		11-24-2001
Vallivue Substation	Joy E. Torrey	200018997		5-31-2000
Nampa Substation	City of Nampa	200451284		9-14-2004
Nampa Substation	George H. and Lulu B. Petersen		180/135	5-19-1948
Nampa Substation	Thelma L. Miller	2004-29365		6-1-2004
Karcher Substation	Micron Electronics, Inc.	9734578		10-14-1997
Melba Substation	Herman and Mable McBirnery		137/301	3-24-1939
Lansing Substation	Oscar L. and Eldora Aldrich	416716		12-13-1954
Ware Substation	Carl E. and Blanche Nicholson	530929		3-27-1963
Simplot Substation	Simplot Industries, Inc.	635403		11-19-1969
Cherry Lane Substation	Debby Brunel	200427369		5-21-2004
Gem Substation	Cecil and Mary McClintick	514164		3-9-1962
Bowmont Substation	State of Idaho	535756		6-27-1963
Happy Valley Substation	Schulerland Farms, Inc.	200449393		9-2-2004
Huston Substation	Elizabeth Norris	589010		12-15-1966
Homedale Substation	Barbara Boehner	347000		2-18-1949
Wilder Substation	SSI Food Services, Inc.	9218652		8-18-1992
Canyon County Lands	Highland Addition, Inc.	577653		2-23-1966
Canyon County Lands	Highland Add. Inc.	326340		7-12-1947
Canyon County Lands	Condemnation		16/208	1-9-1936
Canyon County Lands	White Sage Farms	535755		6-27-1963
Canyon County Lands	Dan T. and Beverly I. Morris	8406888		3-23-1984
Canyon County Lands	Highland Add. Inc.	326340		7-14-1947
Melba Substation	Rick Morino, et al	2007-078050		11-30-2007
Melba Substation	Ralph and Linda Gant	2004-14670		3-18-2004
Wagner Substation	James E. and Lexann Warren	2005-72243		10-31-2005
Star Operation Center	Can-Ada Properties, LLC	2007-073827		11-6-2007
Ward Substation	Paul and Harriet Calverley	2007-070884		10-23-2007
Star Operation Center	Dallas B. and Karen Hess	2007-072952		11-1-2007
Star Operation Center	Dallas B. and Karen Hess	2007-060550		8-31-2007

EXHIBIT B

CARIBOU COUNTY, IDAHO

[No fee lands currently listed]

EXHIBIT B

CASSIA COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	25035	21-119	8-14-1916
Burley Rural Substation	Harold and Lillian Holmes	206211	Book 62	4-25-1960
Kenyon Substation	Roland B. and Madge M. Smith	174410	56/375	1-12-1952
Island Substation	Eugene and Mary Ann Layton	188747	60/335	1-27-1956
Oakley Substation	Cooperative Security Corporation	27707	Film No. 38	1-7-1966

EXHIBIT B

CLARK COUNTY, IDAHO

[No fee lands currently listed]

EXHIBIT B

ELMORE COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	21043	21/473	8-15-1916
Danskin Power Plant	J.R. Simplot Company	329471		6-27-2001
Rattle Snake Substation	Raymond G. and Bertha Ann Knudson	356752		5-21-2004
Mayfield Transmission Station	Joseph Richard Cornell	203586		7-30-1981
Mayfield Transmission Station	E. Jean McDowell, et al	201433		4-3-1981
Bennett Substation	Frank S. and Gwendolyn R. Galey	185220		12-19-1978
Little Substation	Samuel M. John, et al	163054	60/96	5-16-1975
Elmore Switching Station	Orville C. Colthorp, et al	99934	51/471	4-14-1959
Glenns Ferry Substation	Wm. A. and Elizabeth Duncan	58084	27/374	9-27-1937
Glenns Ferry Substation	Elmore County, Idaho	58319	27/396	11-5-1937
Glenns Ferry Substation	Union Pacific Railroad	299045		2-25-1997
Mountain Home Substation	F.W. Bennett, et al	74046	49/276	1-4-1947
Orchard Substation	Ray E. and Olive Anne Brown Stewart	220157		1-9-1984
C.J. Strike Hydro Project	F.W. Bennett and Son, Inc.	167017		2-25-1976
C.J. Strike Hydro Project	Reuel L. and Erma M. Morton	81206	30/538	12-23-1950
C.J. Strike Hydro Project	Reuel L. and Erma M. Morton	80576	30/503	8-11-1950
C.J. Strike Hydro Project	Myrtle R. Mathis	83625	31/57	3-27-1952
C.J. Strike Hydro Project	John H. and Marion Rose Mathis	83626	31/58	3-27-1952
C.J. Strike Hydro Project	Reuel L. Morton, et al	83011	31/15	11-30-1951
C.J. Strike Hydro Project	H. Stuart Reecy and J.B. Penard	82742	50/634	9-28-1951
C.J. Strike Hydro Project	E.L. Stevens and Byron Stevens	82452	30/634	7-30-1951
C.J. Strike Hydro Project	Idaho First National Bank	82242	30/624	6-28-1951
C.J. Strike Hydro Project	E.L. Stevens and Byron Stevens	85326	43/183	7-29-1952
C.J. Strike Hydro Project	E.L. Stevens and Byron Stevens	85325	43/181	7-29-1952
C.J. Strike Hydro Project	E.L. Stevens and Byron Stevens	84332	51/60	7-29-1952
C.J. Strike Hydro Project	Clyde E. Summers	82305	50/584	7-6-1951
C.J. Strike Hydro Project	Victor and Maria Aguirre	81382	50/469	1-25-1951
C.J. Strike Hydro Project	R.H. Bennett, et al	83292	31/40	1-26-1952
C.J. Strike Hydro Project	John and Frances Cobb	80727	50/390	9-16-1950
C.J. Strike Hydro Project	Mildred R. Cossey	81948	50/540	5-11-1951
C.J. Strike Hydro Project	Oscar and Olga Mannon	82163	51/16	6-19-1951
C.J. Strike Hydro Project	W.B. and Bessie Gilmore	82162	30/613	6-19-1951
Dike Project	John C. and Jessie M. Sanborn	83090	52/14	12-19-1951
Dike Hydro Lands	Henry A. and Fay Pruett	83738	52/79	4-16-1952

EXHIBIT B

GEM COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	1570	1/471	8-15-1916
Crane Creek Substation	Walter A. and Iva H. Howard	75439	38/91	8-16-1957
Emmett Substation	Travis E. and Mary L. Keller	123857		4-24-1978
Emmett Substation	Denver and Eunice E. Hendrix	123495		3-20-1978
Emmett Substation	Frank H. Meyer, et al	41532	49/580	10-10-1911
Emmett Service Center	City Transfer Redi-Mix	147920		7-27-1984
Shellrock Substation	MacGregor Land and Livestock	141293		9-17-1982
Ola Substation	Sumner and Georgia E. Holbrook	79042	39/225	8-26-1959
Substation Land	David and Geraldine L. Little	103808		1-28-1972
Emmett Junction Land	William T. and Margaret Peterson	55840	30/614	10-24-1946
Switching Station Road	Paul W. and Opal M. Abrell	107254		3-8-1973

EXHIBIT B

GOODING COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	8082	3/26	8-14-1916
Gooding Office Building	Edwin E. and Ruth N. Adams, via Deed of Reconveyance	134193		10-24-1988
Gooding Warehouse	Diana R. Ibarra	152026		3-19-93
Dale Substation	Willis and Iona Anderson	37574		11-4-1971
Gooding Substation	Clarence and Grace A. Wells	25314		5-15-1968
Orchard Substation	Norvall and Iris Coffman	129336	47/412	2-9-1956
Toponis Substation	Western Farms, Inc.	61646		10-22-1976
Lower Malad Hydro Project	Jesse F. and Sada E. Ruddles	98503	40/44	11-7-1946
Lower Malad Hydro Project	Dororthy Frost, et al	99231	40/101	1-7-1947
Lower Malad Hydro Project	Fred and Nettie M. Leach	99408	39/462	1-18-1947
Upper Malad Hydro Project	James E. Sutton	67805	26/367	6-1-1937
A.J. Wiley Hydro Project	Andrew A. and Helen B. Colvin	121858	45/609	8-1-1953
A.J. Wiley Hydro Project	David C. and Martha I. Lipe	121151	42/338	4-22-1953
Upper Salmon Hydro Project	Northern Pacific Railway Company	29175	17/85	1-10-1922
Lower Salmon Hydro Project	Patsy Dunn	133987		11-8-1995
Clear Lakes Power Plant	Otis E. and Mary E. Syster	44023	6/510	8-30-1927
Clear Lakes Power Plant	First Security Trust Company	65358	28/186	8-14-1936
Briggs Springs	W.W. and Florence Shepherd Staplin	64441	28/105	4-27-1936
Bliss Microwave Site	James M. and Susan Victor	183241		11-8-1999
Thousand Springs Lands	The Nature Conservancy	141048		5-22-1990
Bliss Park	Kast C.K. Cattle Co., Inc.	165612		5-22-1996
Relish Whitewater Access	N. Stanley and Loretta Standal	214150		12-8-2005

EXHIBIT B

IDAHO COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Oxbow Fish Hatchery	William and Margaret Roakey	218121	102/308	1-8-1965
Oxbow Fish Hatchery	John H. and Pearl E. Carrey	214400	100/220	1-10-1964
Oxbow Fish Hatchery	Circle C Ranch, Inc.	214401	100/223	1-10-1964

EXHIBIT B

JEFFERSON COUNTY, IDAHO

[No fee lands currently listed]

JEROME COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Perrine Substation	J.E. Doughty, et al	138682	163/465	3-21-1959
Jerome Substation	Union Pacific Railroad Company	71651	11/310	12-3-1938
Midpoint Substation	Northeast Farm Company, Inc.	234304		6-13-1978
Midpoint Substation	Northeast Farm Company, Inc.	160760	177/270	9-24-1964
Notch Butte Substation	William Reuben, et al	119461	149/176	6-5-1953
Hazelton Substation	Seneber S. and Victoria A. Brooks	25635	46/379	10-21-1924
Wilson Butte Substation	Max and Josephine Durk	119442	149/173	6-4-1953
Hunt Substation	E.J. and Josie G. Davidson	161913	177/391	1-11-1965
Flat Top Substation	Alloys and Alice E. Hoff	174563	182/780	1-3-1968
Hydra Substation	Vernon W. and Goldie Ahrens	220798	197/3051	9-25-1976
Tupperware Substation	Dart Industries, Inc.	195469	182/3071	7-10-1972
Shoshone Falls Hydro Project	Fredrick J. and Martha Stone Adams	40195	96/315	3-2-1929
Jerome County Lands	Twin Falls North Side Investment Company, Limited	11012	39/635	7-15-1909
Jerome County Lands	United States	923734		10-26-1992
Jerome County Lands	Emil Ehlers	110197	141/297	8-23-1950
Hunt Transmission Line Lands	United States Agriculture Farmers Home Administration	236959		10-23-1978

EXHIBIT B

LEMHI COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Pahsimeroi Hatchery	Delmar and Elsie M. Coiner	105879		1-17-1967
Pahsimeroi Hatchery	Sherman F. Furey, et al	107572		11-21-1967
Pahsimeroi Hatchery	Harold and Francis V. Sweeney	107480		11-2-1967
Tendoy Substation	Velma Mahaffey, et al	210376		5-24-1991
Tendoy Substation	Rex C. and Mary L. Andrews	116207		11-23-1970
Salmon Office	Lloyd Shaw Post No 67 Inc, The American Legion	136029		3-30-1977
Lemhi County Land	L. Dean Peterson	267278		5-6-2006

EXHIBIT B

LINCOLN COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	39354	25/635	8-14-1916
Dietrich Substation	Virgil F. Heiken, et al	112681		4-24-1962
Lincoln Substation	Donald Riley	156792		3-5-1993
Lincoln  Substation	Nina Riley	156793		3-5-1993
Lincoln  Substation	Blaine K. and Lisa M. Hubsmith	156795		3-5-1993
Richfield Substation	Clifford and Ethel Connor	101894	44/625	8-19-1954
Shoshone Substation	Dora Johnson	54921	32/71	3-19-1921
Shoshone Substation	Paul S. and Margaret B. Haddock	54922	22/348	3-19-1921
Shoshone Substation	Lincoln County, Idaho	78397	38/486	3-12-1940
Shoshone Substation	Billie J. and Minnie M. Anderson	128413		2-4-1974
Shoshone Storage Yard	City of Shoshone	152998		4-6-1989

EXHIBIT B

MINIDOKA COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	10294	6/101	8-14-1916
Mini Cassia Operation Center	Knudsen Leasing Company	416457		1-6-1995
Julion Substation	Fred L. and Mary Wilson	119616	35/380	2-2-1955
Paul Substation	Norman C. Larson, et al	124634	36/143	7-6-1956
Heyburn Tap	Richard L. and LaVon W. Finlinson	182179		2-3-1966
Heyburn Tap	Richard L. and LaVon W. Finlinson	182562		2-24-1966
Adelaide Substation	Wilbert H. and Velva D. Moller	243331		7-9-1974
Duffin Substation	State of Idaho	108566	29/308	7-19-1950

EXHIBIT B

ONEIDA COUNTY, IDAHO

[No fee lands currently listed]

EXHIBIT B

OWYHEE COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	14091	10/512	8-15-1916
Homedale Office	Estate of Manford R. Logan	189994		9-8-1986
C.J. Strike Hydro Project	Arthur L. Beach, et al	82187	41/53	2-7-1951
C.J. Strike Hydro Project	Albert L. and Bonnie Black	84245	42/315	1-30-1952
C.J. Strike Hydro Project	Errol F. and Anna G. Black	87932	44/407	12/11/1953
C.J. Strike Hydro Project	Errol F. and Anna G. Black	87931	44/405	12-11-1953
C.J. Strike Hydro Project	Walton and Dorothy Cahalan	84227	42/294	1-25-1952
C.J. Strike Hydro Project	John R. Carter	82605	41/179	4-5-1951
C.J. Strike Hydro Project	Roland J. Hawes, et al	84730	42/491	4-16-1952
C.J. Strike Hydro Project	Justo Erdoisa	84189	42/278	1-18-1952
C.J. Strike Hydro Project	Justo Erdoisa	84289	42/335	2-6-1952
C.J. Strike Hydro Project	William H. Frizzle	82211	41/61	2-9-1951
C.J. Strike Hydro Project	Charles and Esther Simmons	83260	41/420	7-13-1951
C.J. Strike Hydro Project	Rodney A. and Leona S. Hawes	84119	42/225	1-7-1952
C.J. Strike Hydro Project	Fred G. and Elizabeth King	82868	41/267	5-11-1951
C.J. Strike Hydro Project	Ted and Esther Fay King	83324	41/429	7-20-1951
C.J. Strike Hydro Project	J. Gerhard and Nina F. Kohring	84188	42/276	1-18-1952
C.J. Strike Hydro Project	Charles E. Lee	82068	41/11	1-19-1951
C.J. Strike Hydro Project	John E. and Lora E. Noble	83775	42/66	10-26-1951
C.J. Strike Hydro Project	Oris R. and Merle Noble	82504	41/167	3-23-1951
C.J. Strike Hydro Project	Estaugio Ocamica, et al	Case #2358	Condem-nation	1-29-1952
C.J. Strike Hydro Project	M.E. Ridings	82185	41/49	2-7-1951
C.J. Strike Hydro Project	Ruth F. Roark	82186	41/51	2-7-1951
C.J. Strike Hydro Project	Tim L. and Edith Shenk	85209	43/147	7-3-1952
C.J. Strike Hydro Project	Robert and Lois E. Schlechter	82503	41/165	3-23-1951
C.J. Strike Hydro Project	Totorica Co.	85011	43/89	5-28-1952
C.J. Strike Hydro Project	Totorica Co.	82263	41/87	2-15-1951
C.J. Strike Hydro Project	Totorica Co.	88633	45/240	3-8-1954
C.J. Strike Hydro Project	Milford Vaught, et al	Case #2354	Condem-nation	1-29-1952
C.J. Strike Hydro Project	Arthur E. and Ruth F. Bailey	80173	39/388	3-16-1950
C.J. Strike Hydro Project	Howard E. and Agnes B. Waterman	83156	41/389	6-25-1951
C.J. Strike Hydro Project	Roy W. Weatherly	83236	41/412	7-6-1951
Hemingway Substation	Richard and Connie Brandau	266916		12-10-2008
Hemingway Substation	Rex Evans	266915		12-10-2008
Hemingway Substation	William B. McDonald	267036		12-22-2008
Hemingway Substation	Donald Lynn and Crystal Lee Nelson	267038		12-22-2008
Hemingway Substation	Cyrus Nathaniel Steffler	267037		12-22-2008
C.J. Strike Mitigation Property	Betty L. Turner, et al	259298		12-27-2006

EXHIBIT B

PAYETTE COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Payette Operation Center	Robert L. Farber	113123		2-26-1962
Willow Creek Substation	Adda W. Pense	68880		2-17-1948
Langley Gulch Plant	Larry and Loretta Lemons	364867		2-4-2010
Langley Gulch Plant	Walter W. Morrow, et al	366286		4-30-2010
Langley Gulch Plant	Tom E. Shaw Family Limited Partnership, et al	365184		2-24-2010
Payette County Lands	Henggeler Bros., Inc.	366818		6-3-2010
Payette County Lands	William and Mary P. Kinney	30301		4-28-1932

EXHIBIT B

POWER COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
American Falls Warehouse	Loren A. Williams	83210	109/502	03/30/1962
Brady Substation	Joseph and Alta Allec	76223	102/294	12/12/1956
Brady Substation	E. .G and Fannie L Lish	77537	102/472	02/10/1958
Brady Substation	Floyd and Emma L. Batterton	76147	102/277	11/13/1956
Brady Substation	Alonzo Lee and June Bartholomew	76148	102/278	11/13/1956
Brady Substation	Alonzo Lee and June Bartholomew	76148	102/278	11/13/1956
Brady Substation	Floyd and Emma L. Batterton	76147	102/277	11/13/1956
Brady Substation	County of Power, State of Idaho	76226	102/296	12/12/1956
Brady Substation	P. .J and Doris A. Huber	76180	102/287	11/24/1956
Brady Substation	John F. and Mildred Gilson	76149	102/278	11/13/1956
Brady Substation	Alonzo Lee and June Bartholomew	76148	102/278	11/13/1956
Brady Substation	Sophia M. Moore	76150	102/279	11/13/1956
Brady Substation	James R. and Mary Lou Dobel	66975	96/566	12/21/1948
Brady Substation	Falls View Cemetery Maintenance District	76188	102/288	11/28/1956
Don Substation	Food Machinery and Chemical Corporation	72098	99/557	07/28/1953
Deen Substation	Kenneth W and Helen L Marshall	76808	102/369	06/16/1957
Kinport Substation	FMC Corporation	95571		01/27/1971
Lamb Substation	Amfac Foods, Inc	102966		02/06/1974
Pleasant Valley Substation	Catherine Potter, et al	82896	109/470	01/03/1962
American Falls Hydro Project	Willis W. and Anna Belle Williams	107849		04/01/1976
American Falls Hydro Project	J. Marie and David H. Barrett	93547		05/17/1969
American Falls Hydro Project	Eldron D. and Idonna J. Thornton	76151	102/280	11/13/1956
American Falls Hydro Project	B. Thomas Morris	76148	102/276	11/13/1956
Power County Lands	John Kulm	75983	102/262	09/22/1956
Power County Lands	William and Betty Phillips, et al	116715		02/21/1979
Power County Lands	Lucy M. and L.A. Williams	70888	99/425	04/16/1952

EXHIBIT B

TWIN FALLS COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	73926	35/438	8-14-1916
Twin Falls Office	Rosa Belle Smith	519509		12-3-1962
Twin Falls Office	Maude M. Cartney	519510		12-3-1962
Twin Falls Office Parking	Jon H. and Anna N. Hansen	703360		10-1-1976
Twin Falls Operation Center	W.W. and Eva K. Thomas	415173		12-28-1951
Twin Falls Operation Center	The City of Twin Falls	809379		9-9-1981
Twin Falls Operation Center	Heard Roofing and Insulation Company, Inc., et al	592314		9-17-1968
Twin Falls Operation Center	The City of Twin Falls	739128		6-15-1978
Twin Falls Operation Center	C.W. Silver Company, Inc.	807609		8-6-1981
Twin Falls Operation Center	Joe B. and Mary Galan	2005-025923		11-15-2005
Twin Falls Operation Center	Jose T. Jasso	2005-025906		11-15-2005
Twin Falls Operation Center	Jose T. Jasso	2005-025907		11-15-2005
Twin Falls Operation Center	Jose T. Jasso	2008-018383		8-15-2008
Twin Falls Operation Center	Campbell Company of Idaho, Inc.	864035		7-9-1984
Twin Falls Operation Center	Estate of Hope N. Pufahl	2001-013343		7-25-2001
Twin Falls Operation Center	Margaret A. Stobaugh	2007-011787		5-16-2007
Twin Falls Operation Center	City of Twin Falls	2007- 006015		3-16-2007
Twin Falls Operation Center	Estate of Hope N. Dungan	2001-013343		7-25-2001
Twin Falls Substation	Henry and Merna A. Wambolt	540065		7-10-1964
Twin Falls Substation	W.W. and Ada E. Nicholson	202264		11-19-1927
Twin Falls Substation	Andrew P. and Ingeborg L. Lane	369171		3-7-1947
Twin Falls Substation	Roy H. and Dorothy L. Sorenson	511687		3-12-1962
Twin Falls Substation	Albert and Elsa Gurski	781016		4-15-1980
Twin Falls Substation	Anna L. Baker	585658		2-21-1968
Buhl Substation	Lawson E. and Pearl Jane Roberts	540862		8-4-1964
Buhl Substation	Investors Corporation	83873		5-11-1917
Buhl Substation	Buhl Townsite Company Limited	49298		5-4-1914
Eastgate Substation	Charles B. and Billie F. Park	646760		3-2-1973
Eastgate Substation	Ray and Phyllis E. Park	464064		6-6-1957
Eastgate Substation	Charles B. and Billie F. Park	646760		3-3-1973
Russet Substation	Consolidated Food Corporation	711813		3-17-1977
Hansen Butte Substation	Bertha Frahm, et al	432574		1-9-1954
Artesian Substation	Otis and Hazel Helsely	416073		2-6-1952
Milner Substation	Helen B. Perrine	443228		3-5-1955
Filer Substation	Idaho Management Enterprises, Inc.	2005-009856		5-10-2005
Milner Hydro Project	Laurena B. Marshall	845950		8-26-1983
Milner Hydro Project	Mark E. and Lola B. Moorman	971645		6-12-1990
Milner Hydro Project	Frank L. Perrine and Anne P. Brown	1993-014742		10-6-1993
Twin Falls Hydro Project	James J. May, et al	1993-001268		1-28-1993
Upper Salmon Hydro Project	Chas W. and Lean C. Mack	221879		12-6-1929
Upper Salmon Hydro Project	Northern Pacific Railway Company	139578	59/629	12-31-1921
Transmission Line Land	Edgar A. Russell	688880		8-6-1974
Transmission Line Land	Yvonne Stevenson	688881		8-6-1974
Transmission Line Land	Vergene Russell Gates	688882		8-6-1974
Transmission Line Land	Genevieve McCollough	688883		8-6-1974

EXHIBIT B

 

VALLEY COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
McCall Office	Brass, Inc.	126747		3-28-1983
Long Valley Operations Center	McMaster Real Estate	324768		8-31-07
McCall Storage Yard	Brass, Inc.	86164		9-16-1975
Cascade Power Plant	Ike J. and Mary M. Wardle	122180		8-9-1982
Cascade Power Plant	William D. and Nadeane Hale	122219		8-13-1982
Smiths Ferry Substation	Daniel E. and Mildred E. Sutherland	117512		12-11-1981
Boulder Substation	Duane B. and Alberta Mae Smith	259877		1-22-2002
McCall Substation	Neal and Pearl N. Boydstun		175/123	6-6-1950
Donnelly Substation	Henry and Betty L. Nortune	88850		8-4-1976
Valley County Lands	Union Pacific Railroad Company	145413		12-6-1985

EXHIBIT B

WASHINGTON COUNTY, IDAHO
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Cambridge Warehouse	Leo C. and Jennifer R. Braun	129402		03/02/1983
Cambridge Substation	Fred and Fern Bain	69375		08/31/1946
Midvale Substation	Robert H. and Ida Mae Graham	94616		04/10/1970
Cambridge Substation	Bill E. and Zola A. Noah	188451		01/27/2003
Hells Canyon Hydro Project	Roy and Helen McMullen	85094		05/11/1960
Hells Canyon Hydro Project	Edward M. and Esther Randall	81415		06/16/1956
Hells Canyon Hydro Project	Oliver S. and Annie Pearl Mason	81849		12/08/1956
Hells Canyon Hydro Project	Carl C. Morton	85317		08/23/1960
Hells Canyon Hydro Project	Edward M. and Esther Randall	81415		06/16/1956
Hells Canyon Hydro Project	Charles S. and Esther Smith	82155		04/19/1957
Hells Canyon Hydro Project	Ben C. and Myrtle M Rutledge	70333		03/21/1947
Hells Canyon Hydro Project	Alvie C. Bell	82212		05/07/1957
Hells Canyon Hydro Project	Roy and Helen McMullen	82154		04/19/1957
Hells Canyon Hydro Project	Roy and Helen McMullen	82156		04/19/1957
Hells Canyon Hydro Project	J. C. and Kathryn C Wray	82157		04/19/1957
Hells Canyon Hydro Project	John and Elizabeth Stringer	83184		03/27/1958
Hells Canyon Hydro Project	Charles S. and Esther Smith	82153		04/19/1957
Hells Canyon Hydro Project	Arthur F. and Lois A. Robertson	81438		06/28/1956
Hells Canyon Hydro Project	Henry and Edurne Gabiola	81266		03/31/1956
Hells Canyon Hydro Project	Ray and Frances Carrithers, et al		6/273	10/15/1957
Hells Canyon Hydro Project	Clara P. Cole	81727		10/16/1956
Hells Canyon Hydro Project	George B. and Irma B. Perkins	81728		10/16/1956
Hells Canyon Hydro Project	Albert W. and Grace L. Campbell	80703		10/19/1955
Hells Canyon Hydro Project	Hugh and Opal Beggs	81212		04/19/1956
Steck Park	L. E. and Verna Emerson	82005		02/09/1957
Steck Park	Kenneth and Mabel Steck	84422		07/16/1959
West Cove Creek	Arthur F. and Lois A. Robertson	81437		06/20/1956
Cottonwood Creek	Lawrence Ranch Inc	199696		12/22/2005
Cottonwood Creek	Clint Lawrence	199697		12/22/2005
Soulen Ranch	Soulen Livestock Company	203752		12-5-2006
Soulen Ranch	Soulen Livestock Company	203753		12-5-2006

EXHIBIT B

BAKER COUNTY, OREGON
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	36466	85/148	8-14-1916
Durkee Substation	Sammy C. and Elizabeth B. Cordell	35342	89 32/086	8-10-1989
Durkee Substation	Eastern Oregon Development Company	52375	108/389	8-11-1927
Huntington Substation	Baker County, Oregon	47363	105/674	10-22-1954
Huntington Substation	Harriet A. Degel	69397	115-539	6-15-1931
Huntington Substation	Gertrude Alice Lee, et al	58891	111/447	12-18-1928
Huntington Substation	Baker County, Oregon	58893	111/451	12-18-1928
Quartz Substation	Susie Iva Geyer Gillingham	50505	164/358	5-25-1955
Unity Substation	Lincoln Morgan	35852	159/456	8-21-1952
Halfway Substation	Margherita DelCurto	63620	167/287	8-19-1957
Durkee-Baker 66 kV line	California-Pacific Utilities Company	11097	139/596	7-5-1946
Hunting-Baker 69-kV line	Baker County, Oregon	19352	151/535	11-2-1949
Baker County Lands	S & F Forwarding Company	7688	89/57	10-8-1918
Baker County Lands	James E. and Eva E. Robinette	61584	112/492	7-11-1929
Baker County Lands	James E. and Eva E. Robinette	38812	102/240	10-11-1924
Baker County Lands	James E. and Eva E. Robinette	7832	89/82	10-22-1918
Fish Weir - Mitigation	Michelle B. Wentworth Trust	03500176B		12-15-2003
Baker Mitigation Property	Richard A. Murray	08520297B		12-30-2008
Daly Creek Ranch - Mitigation	Daly Creek Ranch, LLC	05520120B		12-27-2005
Daly Creek Ranch - Mitigation	Daly Creek Ranch, LLC	05520130B		12-27-2005
Hells Canyon Hydro Project	Anna Adams	18053	67 05/029	1-31-1967
Hells Canyon Hydro Project	George and Lillian Aklin	72754	169/317	4-24-1959
Hells Canyon Hydro Project	Walter G. and Anna Clark	72755	169/318	4-24-1959
Hells Canyon Hydro Project	William and Sue Menze	72757	169/320	4-24-1959
Hells Canyon Hydro Project	Alice and Emmett Holt	72756	169/319	4-24-1959
Hells Canyon Hydro Project	Tom Buchanan, et al	92930	173/527	2-13-1963
Hells Canyon Hydro Project	L.G. and Flossie W. Burnap	9364	66 48/047	12-1-1966
Hells Canyon Hydro Project	Lee and Flossie W. Burnap	98062	174/385	2-13-1964
Hells Canyon Hydro Project	Dan R. and Vi Cole	94452	173/1047	6-10-1963
Hells Canyon Hydro Project	Dan R. and Vi Cole	94453	173/1048	6-10-1963
Hells Canyon Hydro Project	Dan R. and Violet J. Cole	16939	67 16/013	4-17-1967
Hells Canyon Hydro Project	Chet and Florence Evans	86499	172/267	11-15-1961
Hells Canyon Hydro Project	Ralph E. and Helen Gale	69945	67 04/009	1-23-1967
Hells Canyon Hydro Project	Betty Hanson, et al Hanson	63069	65 33/016	8-18-1965
Hells Canyon Hydro Project	Ben and LaLun Higashi	74594	169/1057	8-11-1959
Hells Canyon Hydro Project	William and Lena Hogg	62788	167/64	6-28-1957
Hells Canyon Hydro Project	Mervin Alvin Jahns, et al	65370	167/831	12-12-1957
Hells Canyon Hydro Project	Robert H. and Myrtle M. Jahns	65371	167/832	12-12-1957
Hells Canyon Hydro Project	J.W. and Mable C. Knox	63929	167/384	9-6-1957
Hells Canyon Hydro Project	Mona and E.R. Lanning	15610	68 14/011	4-1-1968
Hells Canyon Hydro Project	J.H. and Cora M. Maurer	61689	65 19/007	5-10-1965
Hells Canyon Hydro Project	Irving and Helen Biggs Rand	10237	67 07/008	2-14-1967
Hells Canyon Hydro Project	John L. and Virginia Rand	10238	67 07/010	2-14-1967
Hells Canyon Hydro Project	Amos E. and Bernice Robinette	9289	66 47/067	11-25-1966
Hells Canyon Hydro Project	Roman Catholic Bishop of the Diocese of Baker	1364	65 15/077	4-16-1965
Hells Canyon Hydro Project	Clayton Robbins	87791	172/655	2-14-1962
Hells Canyon Hydro Project	Helen Gerdes, et al	16868	150/515	6-13-1949
Hells Canyon Hydro Project	Henry E. Smith	99730	174/893	6-24-1964
Hells Canyon Hydro Project	Earl and Billee Thompson	99128	174/683	5-5-1964
Hells Canyon Hydro Project	Hazel Vrba	01438	65 16/048	4-22-1965
Hells Canyon Hydro Project	Elizabeth Allstead	79417	170/1107	7-6-1966
Hells Canyon Hydro Project	George S. and Doris M. Degitz	53942	165/86	12-8-1955
Hells Canyon Hydro Project	George S. and Doris M. Degitz	99734	174/892	6-24-1964
Hells Canyon Hydro Project	Baker County, Oregon	71588	168/1354	2-13-1959
Hells Canyon Hydro Project	Baker County, Oregon	71589	168/1356	2-13-1959
Hells Canyon Hydro Project	Baker County, Oregon	71591	168/1361	2-13-1959
Hells Canyon Hydro Project	Jack B. Dennis	74918	169/1164	8-31-1959
Hells Canyon Hydro Project	Norvil M. and Bessie P. Greener	57953	165/1368	8-15-1956
Hells Canyon Hydro Project	Norvil M. and Bessie P. Greener	57954	165/1369	8-15-1956
Hells Canyon Hydro Project	William and Sue Menze	57523	165/1221	7-18-1956
Hells Canyon Hydro Project	Emmett and Alice Holt	57524	165/1222	7-18-1956
Hells Canyon Hydro Project	George and Lillian V. Aklin	57525	165/1223	7-18-1956
Hells Canyon Hydro Project	Walter G. and Anna Clark	57526	165/1224	7-18-1956
Hells Canyon Hydro Project	Walter G. and Anna Clark	69986	168/880	10-29-1958
Hells Canyon Hydro Project	Emmett and Alice Holt	69987	168/881	10-29-1958
Hells Canyon Hydro Project	William and Sue Menze	69988	168/882	10-29-1958
Hells Canyon Hydro Project	George and Lillian V. Aklin	69989	168/883	10-29-1958
Hells Canyon Hydro Project	Genevieve Maley	64721	167/587	11-4-1957
Hells Canyon Hydro Project	Baker County, Oregon	34509	71 39/010	9-27-1971
Hells Canyon Hydro Project	O.D and Lena Pierce	53943	165/88	12-8-1955
Hells Canyon Hydro Project	Baker County School District No. 61	42317	72 51/049	12-21-1972
Hells Canyon Hydro Project	Anson E.and Ohlia A. Powell	71014	168/1182	1-6-1959
Hells Canyon Hydro Project	Henry Will	62295	166/1340	5-29-1957
Hells Canyon Hydro Project	Dan L. and Blanche Forsea	67720	168/153	5-26-1958
Hells Canyon Hydro Project	Dan L. Forsea, et al	68244	168/309	6-27-1958
Hells Canyon Hydro Project	Oregon-Washington Railroad & Navigation Company	69735	168/794	10-10-1958
Hells Canyon Hydro Project	Baker County, Oregon	68447	168/354	7-3-1958
Hells Canyon Hydro Project	Ellis and Blanche Allen	70744	168/1125	12-15-1958
Hells Canyon Hydro Project	Edward and Alma Allen	71321	168-1253	1-28-1959
Hells Canyon Hydro Project	John L. and Velma R. Allen	56119	5-3-1956	165/813
Hells Canyon Hydro Project	John L. and Velma R. Allen	56120	165/815	5-3-1956
Hells Canyon Hydro Project	John L. and Velma R. Allen	77644	170/496	2-29-1960
Hells Canyon Hydro Project	Charles Arthur	56349	165/883	5-21-1956
Hells Canyon Hydro Project	Theodore R. and Winnifred A. Avery	66740	167/1263	3-24-1958
Hells Canyon Hydro Project	Baker County, Oregon	84325	171/1088	6-30-1961
Hells Canyon Hydro Project	Baker County, Oregon	68977	168/541	8-11-1958
Hells Canyon Hydro Project	Baker County School District No. 23	69580	168/754	9-29-1958
Hells Canyon Hydro Project	Baker County School District No. 23	69579	168/752	9-29-1958
Hells Canyon Hydro Project	Baker County School District No. 23	69578	168/749	9-29-1958
Hells Canyon Hydro Project	Baker County School District No. 23	69581	168/756	9-29-1958
Hells Canyon Hydro Project	Gertrude Baker	65433	167/860	12-17-1957
Hells Canyon Hydro Project	Gertrude Baker	67826	168/171	5-26-1958
Hells Canyon Hydro Project	Bert Basche	68560	168/387	7-11-1958
Hells Canyon Hydro Project	Peter and Ernestine Basche	62406	166/393	6-7-1957
Hells Canyon Hydro Project	Pete F. and Ernestine Basche	64848	167/650	11-12-1957
Hells Canyon Hydro Project	Mary D. Bastian	61936	166/1185	5-8-1957
Hells Canyon Hydro Project	Claus P. and Alveda M. Sass	70488	168/1037	11-25-1958
Hells Canyon Hydro Project	Elma V. and Gilbert H. Beck	70490	168/1043	11-25-1958
Hells Canyon Hydro Project	Gilmer L. and Marjorie J. Hankins	70491	168/1048	11-25-1958
Hells Canyon Hydro Project	Elma V. and Gilbert H. Beck	70489	168/1042	11-25-1958
Hells Canyon Hydro Project	Leon E. and Ruby O. Bendixen	77645	170/498	2-29-1960
Hells Canyon Hydro Project	Leroy and Leslie Smelcer	12640	140/248	9-3-1946
Hells Canyon Hydro Project	George A. and Florence Ludiker	64301	167/484	10-1-1957
Hells Canyon Hydro Project	Roy E. and Wanda E. Bendixen	65045	167/705	11-25-1957
Hells Canyon Hydro Project	Nora Benson	58973	166/302	8-11-56
Hells Canyon Hydro Project	Bestwall Gypsum Company	62147	166/1288	5-22-1957
Hells Canyon Hydro Project	Bestwall Gypsum Company	80071	170/1329	8-23-1960
Hells Canyon Hydro Project	Willard F. and Neva V. Bisom	9550	146/334	3-17-1948
Hells Canyon Hydro Project	Willard F. and Neva V. Bisom	60576	166/755	2-11-1957
Hells Canyon Hydro Project	Ray J. and Elizabeth A. Blevins	60551	166/749	2-7-1957
Hells Canyon Hydro Project	Elmer V. and Jennie M. Boyer	61937	166/1186	5-8-1957
Hells Canyon Hydro Project	Sam V. and Hazel Buxton	65754	167/947	1-3-1958
Hells Canyon Hydro Project	Paul L. and Olga L. Brooks	68705	168/444	7-2-1958
Hells Canyon Hydro Project	Paul L. and Olga L. Brooks	77646	170/500	2-29-1960
Hells Canyon Hydro Project	Robert Buchanan	77647	170/503	2-29-1960
Hells Canyon Hydro Project	Robert Buchanan	77648	170/505	2-29-1960
Hells Canyon Hydro Project	Frank Butchart, et al	66992	167/1357	4-7-1958
Hells Canyon Hydro Project	Frank Butchart, et al	66993	167/1359	4-7-1958
Hells Canyon Hydro Project	Albert W. and Grace L. Campbell	77649	170/508	2-29-1960
Hells Canyon Hydro Project	John L. and Velma R. Allen	55386	185/574	3-16-1956
Hells Canyon Hydro Project	Ray C. and Frances Carrithers	64843	167/641	11-12-1957
Hells Canyon Hydro Project	Doris Krueger, et al	65563	167/881	12-26-1957
Hells Canyon Hydro Project	John T. and Josephine V. Coats	68701	168/433	7-21-1958
Hells Canyon Hydro Project	John T. and Josephine V. Coats	68702	168/435	7-21-1958
Hells Canyon Hydro Project	Cornucopia Gold Mines	59728	166/516	12/10/1956
Hells Canyon Hydro Project	F.L. and Eathel Coulter	59416	166/431	11-23-1956
Hells Canyon Hydro Project	Albert L. and Jessie Cummings	58287	166/118	9-10-1956
Hells Canyon Hydro Project	Mary Davis	65203	167/780	12-2-1957
Hells Canyon Hydro Project	Mary Davis	68703	168/438	7-21-1958
Hells Canyon Hydro Project	George S. and Doris M. Degitz	77650	170/510	2-29-1960
Hells Canyon Hydro Project	Eagle Valley School District No. 44	62488	166/1424	6-13-1957
Hells Canyon Hydro Project	Ellingson Lumber Company	78831	170/873	5-23-1960
Hells Canyon Hydro Project	Carolyn Morris, et al	62480	166-1420	6-13-1957
Hells Canyon Hydro Project	Ben and Mabel Dunleavy	77219	170/362	2-1-1960
Hells Canyon Hydro Project	W. Lovell and Velma E. Gover	77651	170/513	2-29-1960
Hells Canyon Hydro Project	Velma E. Gover, et al	88850	172/910	4-30-1962
Hells Canyon Hydro Project	Kenneth H. and Mary Ellen Grant	58974	166/303	10-24-1956
Hells Canyon Hydro Project	E. K. Greener	64845	167/644	11-12-1957
Hells Canyon Hydro Project	E. K. Greener	77652	170/516	2-29-1960
Hells Canyon Hydro Project	Norvil and Bessie Greener	77654	170/526	2-29-1960
Hells Canyon Hydro Project	Norvil and Bessie Greener	77653	170/519	2-29-1960
Hells Canyon Hydro Project	J.J. and Eva Hendrix	77655	170/528	2-29-1960
Hells Canyon Hydro Project	Anna Henggeler	62108	166/1272	3-20-1957
Hells Canyon Hydro Project	LaVerna E. Wallace Hensley	58681	166/220	10-4-1956
Hells Canyon Hydro Project	George N. and Wadean R. Holcomb	72710	169/300	4-22-1959
Hells Canyon Hydro Project	George N. and Wadean R. Holcomb	72711	169/303	4-22-1959
Hells Canyon Hydro Project	George N. and Wadean R. Holcomb	77656	170/531	2-29-1960
Hells Canyon Hydro Project	Raymond C. and Helen H. Holt	77657	170/534	2-29-1960
Hells Canyon Hydro Project	Addaline Hunsaker	65369	167/830	12-12-1957
Hells Canyon Hydro Project	Maude Johnson	58902	166/275	10-19-1956
Hells Canyon Hydro Project	Henry J. Keeney	58903	166/277	10-19-1956
Hells Canyon Hydro Project	Lorval L. and Belle L. Johnson	57630	165/1254	7-26-1956
Hells Canyon Hydro Project	Alberta Kendall	62859	167/074	7/1/1957
Hells Canyon Hydro Project	Joe R. and Frances Kendall	64723	167/591	11-4-1957
Hells Canyon Hydro Project	Lewis and Zelma Laird	63930	167/385	9-6-1957
Hells Canyon Hydro Project	Lewis and Zelma Laird	77658	170/536	2-29-1960
Hells Canyon Hydro Project	W. C. McCall, et al	65935	167/1005	1-27-1958
Hells Canyon Hydro Project	W. C. McCall, et al	68797	168/476	7-28-1958
Hells Canyon Hydro Project	Frank and Edith McDowell	67159	167/1411	4-17-1958
Hells Canyon Hydro Project	W.C. and Marian H. McCall	78764	170/844	5-17-1960
Hells Canyon Hydro Project	W.C. and Marian H. McCall	78765	170/846	5-17-1960
Hells Canyon Hydro Project	W.C. and Marian H. McCall	78766	170/848	5-17-1960
Hells Canyon Hydro Project	W.C. and Marian H. McCall	10098	67 05/068	2-3-1967
Hells Canyon Hydro Project	Byrl E. and Tiz J. Landers	64176	167/451	9-24-1957
Hells Canyon Hydro Project	Byrl E. and Tiz J. Landers	77659	170/538	2-29-1960
Hells Canyon Hydro Project	Percy J. and Aleda Laird	68122	168/284	6-23-1958
Hells Canyon Hydro Project	Elsie Leo Tennant	61940	166/1191	5-8-1957
Hells Canyon Hydro Project	Christine Mary Leo Bartlett	61941	166/1192	5-8-1957
Hells Canyon Hydro Project	Ernest A. and Margery M. Ludiker	63619	167/286	8-19-1957
Hells Canyon Hydro Project	George C. and Velma Mapes	67296	168/020	4-25-1958
Hells Canyon Hydro Project	Nadine Wade Johnson	67298	168/026	4-25-1958
Hells Canyon Hydro Project	Josephine Crowe	67297	168/023	4-25-1958
Hells Canyon Hydro Project	Terrel D. McCormick, et al	61939	166/1189	5-8-1957
Hells Canyon Hydro Project	Franklin R. and Laura J. McKay	59840	166/557	12-17-1956
Hells Canyon Hydro Project	Umberto and Helen Miglioretto	65716	167/937	1-9-1958
Hells Canyon Hydro Project	George G. and Fern D. McKinney	61383	166/973	4-3-1957
Hells Canyon Hydro Project	George G. and Fern D. McKinney	65850	167/985	1-21-1958
Hells Canyon Hydro Project	Adella M. Miller	88851	172/913	4-30-1962
Hells Canyon Hydro Project	Carl E. and Nora Eva Miller	65818	167/972	1-17-1958
Hells Canyon Hydro Project	Carl E. and Nora Eva Miller	65817	167/971	1-17-1958
Hells Canyon Hydro Project	Robinette Forwarding Company	65819	167/973	1-17-1958
Hells Canyon Hydro Project	Ida Miller	56121	165/817	5-3-1956
Hells Canyon Hydro Project	Frans J. Olson	58904	166/278	10-19-1956
Hells Canyon Hydro Project	Oregon Short Line Railroad Company	81070	171/068	10-27-1960
Hells Canyon Hydro Project	Oregon-Washington Railroad & Navigation Company	12593	168/794	8-6-1958
Hells Canyon Hydro Project	Richard W. and Shirley Pex	64720	167/585	11-4-1957
Hells Canyon Hydro Project	Greer W. and Wanda May Pickler	78925	170/902	5-27-1960
Hells Canyon Hydro Project	Dwight E. and Ardyce E. Pline	65014	167/694	11-21-1957
Hells Canyon Hydro Project	M.H. and Esther E. Pline	66360	167/1130	2-25-1958
Hells Canyon Hydro Project	M.H. and Esther E. Pline	68976	168/537	8-11-1958
Hells Canyon Hydro Project	Jeff and Billie Wells Pollard	60552	166/750	2-7-1957
Hells Canyon Hydro Project	Anson E. and   Ohlia A. Powell	66306	167/1114	2-24-1958
Hells Canyon Hydro Project	Anson E. and   Ohlia A. Powell	71014	168/1182	1-6-1959
Hells Canyon Hydro Project	Guy W. and Mabel Ray	55653	165/673	4-5-1956
Hells Canyon Hydro Project	Guy W. and Mabel Ray	55652	165/672	4-5-1956
Hells Canyon Hydro Project	Harold H. Hursh	69990	168/884	10-29-1958
Hells Canyon Hydro Project	Amos D. and Ora E. Robinette	57730	165/1286	8-1-1956
Hells Canyon Hydro Project	Amos D. and Ora E. Robinette	57728	165/1283	8-1-1956
Hells Canyon Hydro Project	Amos D. and Ora E. Robinette	57727	165/1281	8-1-1956
Hells Canyon Hydro Project	John Rouse, et al	71378	168/1282	2-2-1959
Hells Canyon Hydro Project	John Rouse, et al	77694	170/560	3-2-1960
Hells Canyon Hydro Project	Edith and Ray Rynearson	67138	167/1405	4-16-1958
Hells Canyon Hydro Project	Edith and Ray Rynearson	67137	167/1401	4-16-1958
Hells Canyon Hydro Project	Claus P. and Alveda M. Sass	65403	167/836	12-13-1957
Hells Canyon Hydro Project	Catharina Sass, et al	65404	167/838	12-13-1957
Hells Canyon Hydro Project	George and Wilma Schultz	77661	170/544	2-29-1960
Hells Canyon Hydro Project	A.D. Shelvin	67896	168/228	6-5-1958
Hells Canyon Hydro Project	George K. Sjoquist, et al	56934	165/1120	6-22-1956
Hells Canyon Hydro Project	LeRoy Smelcer, et al	66437	167/1151	3-3-1958
Hells Canyon Hydro Project	LeRoy and Leslie Smelcer	77660	170/540	2-29-1960
Hells Canyon Hydro Project	Ernest C. Snyder	59070	166/339	10-31-1956
Hells Canyon Hydro Project	Ernest C. Snyder	69050	168/565	8-15-1958
Hells Canyon Hydro Project	George N. and Hiltho Speropulos	71590	168/1359	2-13-1959
Hells Canyon Hydro Project	Standard Oil Company of California	65044	167/703	11-25-1957
Hells Canyon Hydro Project	Fred G. and Valeria E. Still	60550	166/747	2-7-1952
Hells Canyon Hydro Project	Lawrence R. Smith, et al	92337	173/357	12-31-1962
Hells Canyon Hydro Project	Lawrence R. Smith, et al	92338	173/360	12-31-1962
Hells Canyon Hydro Project	M.D. Stilwell, et al	64722	167/589	11-4-1957
Hells Canyon Hydro Project	Stilwell Pengilly Lumber Co.	64347	167/497	10-4-1957
Hells Canyon Hydro Project	Donald P. Sullivan	67004	170/176	4-7-1958
Hells Canyon Hydro Project	Vincent J. Sullivan, et al	66295	167/1107	2-21-1958
Hells Canyon Hydro Project	Vincent J. Sullivan, et al	69452	168/722	9-18-1958
Hells Canyon Hydro Project	Elvere S. and Allene E. Thompson	64849	167/654	11-12-1957
Hells Canyon Hydro Project	Harvey Thompson and Violet Golick	77693	170/557	3-2-1960
Hells Canyon Hydro Project	Morris and Myrtle Wills	64846	167/646	11-12-1957
Hells Canyon Hydro Project	N. E. Wheeler, et al	66981	167/1350	4-4-1958
Hells Canyon Hydro Project	Hazel Margaret Bauman, et al	62928	167/085	7-5-1957
Hells Canyon Hydro Project	Charles O. and Mildred I. Whiteley	62929	167/087	7-5-1957
Hells Canyon Hydro Project	Henry Will	62295	166/1340	5-29-1957

EXHIBIT B

GRANT COUNTY, OREGON

[No fee lands currently listed]

EXHIBIT B

HARNEY COUNTY, OREGON
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Drewsey Substation	W.O. and Emma J. Newell	72916	46/434	8-2-1947

EXHIBIT B

MALHEUR COUNTY, OREGON
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Multiple Properties	Electric Investment Company	76203	9/487	8-14-1916
Nyssa Office	City of Nyssa, Oregon	88-18411		5-27-1988
Cairo Substation	Livestock Market Development Company	94001	140/481	12-9-1968
Harper Substation	John R. Coleman, et al	72845	132/532	5-6-1966
Holley Substation	Dewey E. and Lenora J. Winkelmann	70343	132/40	2-9-1966
Hope Substation	Malheur County, Oregon	85-131173		9-25-1985
Hope Substation	Leslie J. Matthews, Jr.	85-131247		9-30-1985
Jacobsen Gulch Substation	Skyline Farms, Inc.	82015	136/75	6-26-1967
Juntura Substation	David T. and Julia Jones	46054	69-399	1-21-1947
Jordan Valley Substation	Jordan Valley Electric Cooperative, Inc.	34708	65/37	1-5-1946
Jordan Valley Substation	Jordan Valley Electric Cooperative, Inc.	39405	66/604	5-25-1946
Jordan Valley Substation	Jordan Valley Electric Cooperative, Inc.	44304	68/617	11-22-1946
Malheur Butte Substation	Skyline Farms, Inc.	76655	134/238	11-9-1966
Jamieson Substation	Lester E. and Crystal B. Hammack	24669	90/340	8-21-1952
Cow Valley Substation	Ernest and Hattie Locey	24670	90-342	8-21-1952
Nyssa Substation	F.L. Lockwood	10268	1/449	3-1-1912
Nyssa Substation	Eris L. and Willis J. Bertram	116083		12-28-1970
Ontario Substation	Emery C. and Maleta M. Bedwell	51492	71/191	7-18-1947
Ontario Substation	Christ Ballner	52856	71/472	9-26-1947
Ontario Substation	Virgil J. and Minnie M. Jackson	52857	71/473	9-26-1947
Ontario Substation	Howard L. and Maxine Speelman	52858	71/474	9-26-1947
Ontario Substation	M.H. Thayer, et al	59200	74/371	5-18-1948
Ontario Substation	J.L. and Helen Dunker	67739	78/405	4-29-1949
Ontario Substation	State of Oregon	15046	99/124	2-17-1955
Ontario Substation	Freeman A. and Abbie G. Stewart	62795	25/309	5-6-1925
Ontario Substation	Wyman L. and Minnie Hall	62796	25/310	5-6-1925
Ore-Ida Substation	Marjorie M. Ridgeway	124131		8-31-1971
Ore-Ida Substation	Ore-Ida Foods, Inc.	126868		12-3-1971
Vale Substation	Vale Power Company	72219	29/408	3-30-1928
Adrian Substation	Lawrence and Christine Ziemer	2006-8242		11-8-2006
Sage Substation	Eddy and Evelyn Sayers	2007-8432		11-9-2007
Malheur Transmission Lands	W.J. Bailey, et al	10267	1/448	3-1-1912
Ontario-Huntington Line	Oscar and Thilda Jacobson	73643	30/177	8-31-1928
Malheur County Lands	Malheur Co-operative Electrical Association	70985	79/593	9-22-1949
Malheur County Lands	Malheur Co-operative Electrical Association	69651	79/203	7-12-1949
Malheur County Lands	Ontario-Nyssa Irrigation Company	36121	14/171	1-29-1919

EXHIBIT B

 

MORROW COUNTY, OREGON
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Boardman Power Plant	Boardman Power Company	1978-13972		9-1-1978

EXHIBIT B

UNION COUNTY, OREGON
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Ladd Canyon Microwave Site	Harvey and Goldie Ruckman	47956	139/266	7-8-1957
Ladd Substation	Ruth A. Crossen	6080	149/578	8-25-1964
North Powder Substation	Telocaset Wind Power Partners, LLC	20091674		5-8-2009

EXHIBIT B

WALLOWA COUNTY, OREGON
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Hells Canyon Project	W.G. and Hattie L. Miller	62471	71/77	4-23-1963
Hells Canyon Project	Earl Thompson, et al	64590	71/507	5-6-1964
Hells Canyon Project	Earl Thompson, et al	64591	71/508	5-6-1964
Hells Canyon Project	Earl Thompson, et al	64592	71/508	5-6-1964
Hells Canyon Project	Dan R. and Vi Cole	62668	71/122	6-10-1963
Hells Canyon Project	Dan R. and Violet J. Cole	69661	74/241	3-15-1967
Pallette Substation	Vern and Cecyl Colvin	55960	68/634	10-16-1959

EXHIBIT B

LINCOLN COUNTY, WYOMING

[No fee lands currently listed]

EXHIBIT B

SWEETWATER COUNTY, WYOMING
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Jim Bridger Power Plant	Union Pacific Railroad Company	391260	487/468	12-30-1970
Jim Bridger Water Line	Tourist Development Company	122677	522/ 54	3-6-1973
Jim Bridger Water Line	Wyoming Broadcasting Company	427313	527/643	6-4-1973
Jim Bridger Evaporation Pond	Union Pacific Railroad Company	489605	599/620	12-23-1975
JB Gass Desulfurization pond	Union Pacific Land Resources Corporation	774860	694/1697	10-18-1978
Jim Bridger Pumping Plant	Pacific Power & Light Company	782309	697/788	1-22-1979
Jim Bridger Fly-Ash Landfill	Pacific Power & Light Company	961998	766/926	10-24-1985
Jim Bridger Evaporation Pond	Union Pacific Land Resources Corporation	990782	776-1923	12-12-1986

EXHIBIT B

ELKO COUNTY, NEVADA
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Wells Substation	Ray A. Foote	1839	7/66	9-8-1960

EXHIBIT B

HUMBOLDT COUNTY, NEVADA
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Valmy Power Plant	Sierra Pacific Power Co.	210447	145/427	1-27-1981

EXHIBIT B

LANDER COUNTY, NEVADA
Property Name	Grantor	Instrument No.	Book/ Page	Recording Date
Valmy Power Plant	Sierra Pacific Power Co.	104268	190/253	1-27-1981

EX-10

Exhibit 10.66

IDACORP, Inc. and/or Idaho Power Company Executive Officers
with Amended and Restated Change in Control Agreements Chart
(as of June 30, 2010)

Name	Title	Date of Agreement
J. LaMont Keen	President and Chief Executive Officer, IDACORP and Idaho Power	12/29/2008
Darrel T. Anderson	Executive Vice President  Administrative Services and Chief Financial Officer, IDACORP and Idaho Power	12/23/2008
Daniel B. Minor	Executive Vice President, Operations, IDACORP and Idaho Power	12/30/2008
Rex Blackburn	Senior Vice President and General Counsel, IDACORP and Idaho Power	4/1/2009
Lisa A. Grow	Senior Vice President, Power Supply, Idaho Power	12/12/2008
John R. Gale	Senior Vice President, Corporate Responsibility, IDACORP and Idaho Power	12/12/2008
Steven R. Keen	Vice President, Finance and Treasurer, IDACORP and Idaho Power	12/30/2008
Dennis C. Gribble	Vice President and Chief Information Officer, IDACORP and Idaho Power	12/11/2008
Lori D. Smith	Vice President, Chief Risk Officer, IDACORP and Idaho Power	12/31/2008
Luci K. McDonald	Vice President, Human Resources and Corporate Services, IDACORP and Idaho Power	12/20/2008
Naomi Shankel	Vice President, Supply Chain, IDACORP and Idaho Power	12/9/2008
Jeffrey L. Malmen	Vice President, Public Affairs, IDACORP and Idaho Power	12/10/2008

Warren Kline Vice President, Customer Operations, Idaho Power 12/15/2008

Patrick A. Harrington	Corporate Secretary, IDACORP and Idaho Power	12/9/2008
N. Vern Porter*	Vice President, Delivery Engineering and Operations, Idaho Power	03/18/2010
Kenneth W. Petersen*	Corporate Controller and Chief Accounting Officer, IDACORP and Idaho Power	05/20/2010

*  Change in control agreement does not include 13^th month trigger or tax gross-up provisions.

EX-10

Exhibit 10.69

EXECUTION COPY

JOINT PURCHASE AND SALE AGREEMENT

BETWEEN

IDAHO POWER COMPANY,

AND

PACIFICORP,

APRIL 30, 2010

EXECUTION COPY

Table of Contents

Page
Article I  DEFINITIONS			2
	1.1	Definitions	2
	1.2	Other Definitional and Interpretive Matters	11
	1.3	Joint Negotiation and Preparation of Agreement	12
Article II  PURCHASE AND SALE			12
	2.1	Purchase and Sale	12
	2.2	Excluded Assets	13
	2.3	Assumed Obligations	15
	2.4	Excluded Liabilities	15
	2.5	Non-Assignable Assets	18
	2.6	Consideration	19
	2.7	[Intentionally omitted.]	21
	2.8	Proration	21
	2.9	Time and Place of Closing	22
	2.10	Closing Deliverables	22
	2.11	Conditions Precedent to Closing	25
	2.12	Release of Mortgage Liens or other Encumbrances	27
Article III  REPRESENTATIONS AND WARRANTIES			28
	3.1	Representations and Warranties of Idaho Power	28
	3.2	Representations and Warranties of PacifiCorp	30
Article IV  COVENANTS			33
	4.1	Conditions and Commercially Reasonable Efforts	33
	4.2	Filings with Governmental Entities	33
	4.3	Compliance	34
	4.4	Risk of Loss	34
	4.5	Maintenance of Substation Facilities	34
	4.6	Notice	34
	4.7	Disclosure	35

            i

EXECUTION COPY

Article V  TERMINATION			35
	5.1	Termination	35
	5.2	Effect of Early Termination	36
Article VI  INDEMNIFICATION			36
	6.1	Survival of Representations and Warranties:  Notices of Claims	36
	6.2	Indemnification	37
	6.3	Limitations on Indemnification	38
	6.4	Exclusive Remedies	39
	6.5	Notice and Participation	39
	6.6	Net Amount	40
	6.7	No Set-Off	41
	6.8	No Release of Insurers	41
	6.9	Mitigation	41
	6.10	Survival of Obligation	41
	6.11	Limitation of Liability	41
Article VII  MISCELLANEOUS PROVISIONS			41
	7.1	Amendment and Modification	41
	7.2	Waiver of Compliance; Consents	41
	7.3	Notices	41
	7.4	Assignment	42
	7.5	Governing Law; Exclusive Choice of Forum; Remedies	42
	7.6	Severability	43
	7.7	Entire Agreement	43
	7.8	Expenses	43
	7.9	Delivery	43

            ii

EXECUTION COPY

Exhibits

Exhibit A	Description of Hemingway Substation Facilities
Exhibit B	Description of Populus Substation Facilities
Exhibit C	Form of Hemingway Bill of Sale
Exhibit D	Form of Populus Bill of Sale
Exhibit E	Form of Hemingway Assignment and Assumption Agreement
Exhibit F	Form of Populus Assignment and Assumption Agreement
Exhibit G	Form of Hemingway Joint Ownership and Operating Agreement
Exhibit H	Form of Populus Joint Ownership and Operating Agreement
Exhibit I	Form of Hemingway Easement Agreement
Exhibit J	Form of Populus Easement Agreement
Exhibit K	Description of Hemingway Substation Site
Exhibit L	Description of Populus Substation Site
Exhibit M	Form of Hemingway Deed
Exhibit N	Form of Populus Deed

Schedules

Schedule 1.1(a)	Hemingway Transferable Permits
Schedule 1.1(b)	Idaho Power’s Knowledge
Schedule 1.1(c)	Idaho Power Permitted Encumbrances
Schedule 1.1(d)	PacifiCorp’s Knowledge
Schedule 1.1(e)	PacifiCorp Permitted Encumbrances
Schedule 1.1(f)	Populus Transferable Permits
Schedule 3.1(e)	Exceptions to Governmental Authorizations Obtained by Idaho Power
Schedule 3.1(f)	PacifiCorp Acquired Assets - Liabilities
Schedule 3.1(g)	PacifiCorp Acquired Assets - Title Exceptions
Schedule 3.1(h)(i)-A	PacifiCorp Acquired Assets - Environmental Permits
Schedule 3.1(h)(i)-B	PacifiCorp Acquired Assets - Environmental Law and Environmental
	Permit Exceptions
Schedule 3.1(h)(ii)	PacifiCorp Acquired Assets – Violation of Environmental Laws and
	Environmental Permits
Schedule 3.1(h)(iii)	PacifiCorp Acquired Assets - Releases
Schedule 3.1(h)(iv)	PacifiCorp Acquired Assets – Storage Tanks, etc.
Schedule 3.1(h)(v)	PacifiCorp Acquired Assets – Assumed Obligations Under Environmental
	Laws
Schedule 3.1(h)(vi)	PacifiCorp Acquired Assets - Environmental Reports
Schedule 3.1(k)	PacifiCorp Acquired Assets – Intellectual Property
Schedule 3.1(l)	Hemingway Substation Facilities Contracts
Schedule 3.2(e)	Exceptions to Governmental Authorizations Obtained by PacifiCorp
Schedule 3.2(f)	Idaho Power Acquired Assets - Liabilities
Schedule 3.2(g)	Idaho Power Acquired Assets - Title Exceptions
Schedule 3.2(h)(i)-A	Idaho Power Acquired Assets - Environmental Permits
Schedule 3.2(h)(i)-B	Idaho Power Acquired Assets - Environmental Law and Environmental
	Permit Exceptions

            iii

EXECUTION COPY

Schedule 3.2(h)(ii)	Idaho Power Acquired Assets – Violation of Environmental Laws and
	Environmental Permits
Schedule 3.2(h)(iii)	Idaho Power Acquired Assets - Releases
Schedule 3.2(h)(iv)	Idaho Power Acquired Assets – Storage Tanks, etc.
Schedule 3.2(h)(v)	Idaho Power Acquired Assets – Assumed Obligations Under
	Environmental Laws
Schedule 3.2(h)(vi)	Idaho Power Acquired Assets - Environmental Reports
Schedule 3.2(k)	Idaho Power Acquired Assets – Intellectual Property
Schedule 3.2(l)	Populus Substation Facilities Contracts
Schedule 4.2(a)	Idaho Power Required Regulatory Approvals Initiated by Idaho Power
	prior to the Effective Date
Schedule 4.2(b)	PacifiCorp Required Regulatory Approvals Initiated by PacifiCorp prior
	to the Effective Date

            iv

EXECUTION COPY

JOINT PURCHASE AND SALE AGREEMENT

This Joint Purchase and Sale Agreement (this “Agreement”), dated as of April 30, 2010 (“Effective Date”), is made and entered into by and between Idaho Power Company, an Idaho corporation acting in its capacity as a regulated transmission provider (“Idaho Power”), and PacifiCorp, an Oregon corporation acting in its capacity as a regulated transmission provider (“PacifiCorp”).  Each of Idaho Power and PacifiCorp are sometimes hereinafter referred to individually as “Party” and collectively as “Parties”.

RECITALS:

WHEREAS, Idaho Power is a transmission provider which owns and operates certain facilities for the transmission of electric power and energy located in Idaho, including the Hemingway Substation which is currently under construction (the “Hemingway Substation”);

WHEREAS, PacifiCorp is a transmission provider which owns and operates certain facilities for the transmission of electric power and energy located in Idaho, including the Populus Substation which is currently under construction (the “Populus Substation”);

WHEREAS, (i) Idaho Power wishes to sell and transfer to PacifiCorp and PacifiCorp wishes to purchase and accept from Idaho Power an undivided ownership interest in certain electrical fixtures affixed to the real property located at the Hemingway Substation (consisting of the electrical fixtures described in Section I of Exhibit A that are installed at the Hemingway Substation on or before the Closing Date, the “Hemingway Substation Facilities”), subject to the terms and conditions set forth in this Agreement; (ii) PacifiCorp wishes to sell and transfer to Idaho Power and Idaho Power wishes to purchase and accept from PacifiCorp an undivided ownership interest in certain electrical fixtures affixed to the real property located at the Populus Substation (consisting of the electrical fixtures described in Section I of Exhibit B that are installed at the Populus Substation on or before the Closing Date, the “Populus Substation Facilities”), subject to the terms and conditions set forth in this Agreement; and (iii) the Parties desire to enter into and/or deliver to one another certain Related Documents in connection therewith at or before the Closing (collectively, the “Contemplated Transaction”); and

WHEREAS, the Parties desire to memorialize the terms and conditions by which Idaho Power will sell and transfer to PacifiCorp and PacifiCorp will purchase and accept from Idaho Power an undivided ownership interest in the Hemingway Substation Facilities, and by which PacifiCorp will sell and transfer to Idaho Power and Idaho Power will purchase and accept from PacifiCorp an undivided ownership interest in the Populus Substation Facilities.

NOW THEREFORE, in consideration of the Parties’ respective representations, warranties, and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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Article I
DEFINITIONS

1.1              Definitions.  As used in this Agreement, the following capitalized terms have the meanings specified in this Section 1.1:

“Action” means any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, discovery request, proceeding or investigation by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

“Affiliate” means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided, however, that in the case of PacifiCorp, “Affiliate” means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries.  For the purposes of this definition, “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person.

“Affiliated Group” means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of law.

“Agreement” has the meaning given to such term in the preamble.

“Business Day” means any day other than Saturday, Sunday, and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.

“Claims” means any administrative, regulatory, or judicial actions or causes of action, suits, petitions, proceedings (including arbitration proceedings), investigations, hearings, demands, demand letters, claims, complaints, allegations of liability or potential liability or notices of noncompliance or violation delivered by any Governmental Entity or other Person.

“Closing” has the meaning given to such term in Section 2.9.

“Closing Date” has the meaning given to such term in Section 2.9.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercially Reasonable Efforts” means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).

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“Contract” means any agreement, lease, license, note, evidence of indebtedness, mortgage, security agreement, understanding, instrument or other arrangement, in each case, whether written or oral.

“Contemplated Transaction” has the meaning given to such term in the recitals.

“Costs” means, with respect to a Party’s construction of the Hemingway Substation Facility or the Populus Substation Facility, as applicable, or such construction on behalf of a Party, the Party’s actual cost of preliminary surveys and investigation, development, design, and construction of the facility, including an allowance for funds used during construction and applicable overheads determined in accordance with the Party’s customary practices, as calculated in accordance with the Federal Energy Regulatory Commission’s Uniform System of Accounts.

“Disputed Costs Notice” has the meaning given to such term in Section 2.6(d)(i)(B).

“Effective Date” has the meaning given to such term in the preamble.

“Effective Time” has the meaning given to such term in Section 2.9.

“Encumbrances” means any mortgages, pledges, liens, Claims, charges, security interests, conditional and installment sale agreements, activity and use limitations, easements, covenants, encumbrances, obligations, limitations, title defects, deed restrictions, and any other restrictions of any kind, including restrictions on use, transfer, receipt of income, or exercise of any other attribute of ownership.

“Environment” means the indoor or outdoor environment, including any soil, land surface and subsurface strata, surface waters (including navigable waters, streams, ponds, drainage basins, and wetlands), groundwater, drinking water supply, sediments, ambient air (including the air within buildings and the air within other natural or man-made structures above or below ground), plant and animal life, and any other natural resource.

“Environmental Claims” means any and all Claims (including any such Claims involving toxic torts or similar liabilities in tort, whether based on negligence or other fault, strict or absolute liability, or any other basis) relating in any way to any Environmental Laws or Environmental Permits, or arising from the presence, Release, or threatened Release (or alleged presence, Release, or threatened Release) into the Environment of any Hazardous Materials, or the result of the handling, transportation or treatment of Hazardous Materials, including any and all Claims by any Governmental Entity or by any Person for enforcement, cleanup, remediation, removal, response, remedial or other actions, or response costs, damages, contribution, indemnification, cost recovery, compensation, fines or penalties or injunctive relief arising out of or relating to any Environmental Law or Hazardous Materials or for any property damage, natural resource damage or personal or bodily injury (including death) or threat of injury to health, safety, natural resources, or the Environment.

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“Environmental Laws” means all Governmental Requirements (including common law) relating to pollution or the protection of human health, safety, the Environment, or damage to natural resources, including Governmental Requirements relating to Releases and threatened Releases or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials.  Environmental Laws include the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136, et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. § 6901, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Air Act, 42 U.S.C. § 7401, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq.; the Oil Pollution Act, 33 U.S.C. § 2701, et seq.; the Endangered Species Act, 16 U.S.C. § 1531, et seq.; the National Environmental Policy Act, 42 U.S.C. § 4321, et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f, et seq.; Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001, et seq.; Atomic Energy Act, 42 U.S.C. § 2014, et seq.; Nuclear Waste Policy Act, 42 U.S.C. § 10101, et seq.; and all similar or analogous foreign, state, regional or local statutes, secondary and subordinate legislation, and directives, as in effect and legally binding, and the rules and regulations promulgated thereunder, and any provisions of common law providing for any remedy or right of recovery or right of injunctive relief with respect to Environmental Matters, as these laws, rules and regulations were in the past or are currently in effect at the relevant time period.

“Environmental Matters” means:  (a) the pollution or destruction of, or loss or injury to, or any adverse effect upon, the Environment, (b) the protection, cleanup or restoration of, or removal, remediation or mitigation of conditions affecting the Environment, (c) any Release or the generation, handling, transportation, use, treatment or storage of any Hazardous Materials, (d) the regulation of the manufacture, processing, distribution or use, for commercial purposes, of chemical substances or radioactive materials, by-products or waste, or (e) any matter concerning or arising out of the Environment or exposure to Hazardous Materials.

“Environmental Permits” means all permits, certifications, licenses, franchises, approvals, consents, notifications, exemptions, waivers or other authorizations of any Governmental Entity under or with respect to applicable Environmental Laws.

“GAAP” means generally accepted accounting principles in the United States of America.

“Good Utility Practice” means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition.  Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region, including those practices required by Federal Power Act Section 215(a)(4), 16 U.S.C. § 824o(a)(4)(2006).

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“Governmental Authorizations” means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Entity, including Environmental Permits.

“Governmental Entity” means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.

“Governmental Requirements” means all laws, statutes, ordinances, rules, regulations, codes and similar acts or promulgations or other legally enforceable requirements of any Governmental Entity.

“Hazardous Materials” means (a) any chemicals, materials, substances, or wastes which are now or hereafter defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic substance,” “extremely hazardous substance,” “pollutant,” “contaminant,” or words of similar import under any applicable Environmental Laws; (b) any petroleum, petroleum products (including crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas useable for fuel (or mixtures of natural gas and such synthetic gas), or oil and gas exploration or production waste, polychlorinated biphenyls, asbestos-containing materials, mercury, urea formaldehyde insulation, radioactivity and lead-based paints; and (c) any other chemical, material, substances, waste, or mixture thereof which is prohibited, limited, or regulated pursuant to, or that could reasonably be expected to give rise to liability under, Environmental Laws.

“Hemingway Assignment and Assumption Agreement” has the meaning given to such term in Section 2.10(a)(ii).

“Hemingway Bill of Sale” has the meaning given to such term in Section 2.10(a)(i).

“Hemingway BLM Right-of-Way Grant” means the Right-of-Way Grant IDI-36034 from the United States Department of Interior, Bureau of Land Management to Idaho Power, dated as of June 4, 2009, with respect to portions of the Hemingway Substation Site.

“Hemingway Deed” has the meaning given to such term in Section 2.10(a)(viii).

“Hemingway Easements” means those easements, rights, privileges and other benefits conveyed under the Hemingway Easement Agreement.

“Hemingway Easement Agreement” has the meaning given to such term in Section 2.10(a)(vi).

“Hemingway Joint Ownership and Operating Agreement” has the meaning given to such term in Section 2.10(a)(iv).

“Hemingway Ownership Interest” means, in the case of Idaho Power forty-one and no-tenths percent (41.0%), and in the case of PacifiCorp fifty-nine and no-tenths percent (59.0%).

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“Hemingway Substation” has the meaning given to such term in the recitals.

“Hemingway Substation Facilities” has the meaning given to such term in the recitals.

“Hemingway Substation Facilities Contracts” has the meaning given to such term in Section 3.1(l).

“Hemingway Substation Site” means the site where the Hemingway Substation is located in Owyhee County near Melba, Idaho, as further described on Exhibit K.

“Hemingway Transferable Permits” means the Governmental Authorizations, if any, listed on Schedule 1.1(a).

“Idaho Power” has the meaning given to such term in the preamble.

“Idaho Power Acquired Assets” has the meaning given to such term in Section 2.1(b).

“Idaho Power Acquired Assets Cost Records” has the meaning given to such term in Section 2.6(d)(i)(A).

“Idaho Power Acquired Assets Costs” has the meaning given to such term in Section 2.6(d)(i)(A).

“Idaho Power Assumed Obligations” has the meaning given to such term in Section 2.3(b).

“Idaho Power Excluded Assets” has the meaning set forth in Section 2.2(a).

“Idaho Power Excluded Liabilities” has the meaning set forth in Section 2.4(a).

“Idaho Power Marks” means the rights of Idaho Power and its Affiliates to the names “Idaho Power Company,” “IDACORP,” or any trade names, trademarks, service marks, corporate names or logos, or any derivative or combination thereof, that are confusingly similar thereto.

“Idaho Power Mortgage” means the Mortgage and Deed of Trust, dated as of October 1, 1937, and indentures supplemental thereto, granted by Idaho Power to Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, and Stanley Burg, as Trustees.

“Idaho Power Nonassignable Item” has the meaning given to such term in Section 2.5(a).

“Idaho Power Permitted Encumbrances” means (a) those Encumbrances set forth in Schedule 1.1(c);  (b) Encumbrances securing or created by or in respect of any of the PacifiCorp Assumed Obligations; (c) statutory liens for current Taxes or assessments not yet due or payable; (d) mechanics', carriers', workers', repairers', landlords', and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of Idaho Power, or pledges, or deposits, or other liens securing the performance of statutory obligations; (e) any Encumbrances set forth in any state, local, or municipal franchise

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or governing ordinance under which any portion of the PacifiCorp Acquired Assets are being used or conducted; or (f) Encumbrances, including zoning, entitlement, restriction, and other land use regulations by Governmental Entities, which, together with all other Encumbrances, do not materially detract from the value of or materially interfere with the present use of the PacifiCorp Acquired Assets or the conduct of the business thereon as it is currently being used and conducted or as contemplated under any of the Related Documents.

“Idaho Power Purchase Price” has the meaning given to such term in Section 2.6(b).

“Idaho Power Required Regulatory Approvals” has the meaning given to such term in Section 3.1(e).

“Idaho Power True-up Notice” has the meaning given to such term in Section 2.6(c).

“Idaho Power’s Knowledge” means the actual, constructive or imputed knowledge that the individuals listed in Schedule 1.1(b) have or could reasonably be expected to have after reasonable due inquiry.

“Income Tax” means any Tax based upon, measured by, or calculated with respect to (a) net income, profits, or receipts (including capital gains Taxes and minimum Taxes) or (b) multiple bases (including corporate franchise and business license Taxes) if one or more of the bases on which such Tax may be based, measured by, or calculated with respect to is described in clause (a), in each case together with any interest, penalties, or additions to such Tax.

“Indemnified Party” has the meaning given to such term in Section 6.5(a).

“Indemnifying Party” has the meaning given to such term in Section 6.5(a).

“Independent Accounting Firm” means an independent accounting firm of national reputation mutually appointed by the Parties.

“Intellectual Property” means trademarks, patents, copyrights, trade secrets, and other intellectual property rights which are utilized in connection with ownership, use and operation of the PacifiCorp Acquired Assets or the Idaho Power Acquired Assets (as these facilities are reasonably expected to be operated in accordance with the provisions of the Hemingway Joint Ownership and Operating Agreement or the Populus Joint Ownership and Operating Agreement, as applicable, on the date the facilities enter commercial operation), as the case may be.

“Liability” means any debt, liability, obligation or commitment of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

“Losses” mean any and all damages and losses, deficiencies, Liabilities, taxes, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys', accountants', consultants' and other

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professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided, however, that in no event shall Losses include lost profits or damages and losses excluded under Section 6.11.

“Material Adverse Effect” means, in respect of a Party, an event, circumstance, condition, or occurrence of whatever nature that materially and adversely affects: (a) the business, assets, property, results of operation, or financial condition of such Party or any of its Affiliates, including a material adverse regulatory impact on such Party or any of its Affiliates; (b) such Party’s ability to perform its obligations under this Agreement or any of the Related Documents to which it is a party; or (c) the validity or enforceability of this Agreement or any of the Related Documents to which it is a  party, including the ability of such Party to enforce any of its rights or remedies hereunder or thereunder.

“Outside Closing Date” means December 31, 2010 or such later date as the Parties may agree to in writing, such agreement not unreasonably to be withheld or delayed, which is the latest date by which the Closing may occur.

“PacifiCorp” has the meaning given to such term in the preamble.

“PacifiCorp Acquired Assets” has the meaning given to such term in Section 2.1(a).

“PacifiCorp Acquired Assets Cost Records” has the meaning given to such term in Section 2.6(d)(i)(A).

“PacifiCorp Acquired Assets Costs” has the meaning given to such term in Section 2.6(d)(i)(A).

“PacifiCorp Assumed Obligations” has the meaning given to such term in Section 2.3(a).

“PacifiCorp Excluded Assets” has the meaning given to such term in Section 2.2(b).

“PacifiCorp Excluded Liabilities” has the meaning given to such term in Section 2.4(b).

“PacifiCorp Marks” means the rights of PacifiCorp and its Affiliates to the names “PacifiCorp,” “Pacific Power,” “Rocky Mountain Power,” “PacifiCorp Energy,” or any trade names, trademarks, service marks, corporate names or logos, or any derivative or combination thereof, that are confusingly similar thereto.

“PacifiCorp Mortgage” means the Mortgage and Deed of Trust from PacifiCorp to Morgan Guaranty Trust Company of New York (The Bank of New York Mellon Trust Company, N.A., successor), dated as of January 9, 1989, as amended and supplemented by supplemental indentures, including the Twenty-Third Supplemental Indenture, dated January 1, 2009 and recorded in the records of Bannock County, Idaho on June 10, 2009, under Recording No. 20912676.

“PacifiCorp Nonassignable Item” has the meaning given to such term in Section 2.5(b).

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“PacifiCorp Permitted Encumbrances” means (a) those Encumbrances set forth in Schedule 1.1(e);  (b) Encumbrances securing or created by or in respect of any of the Idaho Power Assumed Obligations; (c) statutory liens for current Taxes or assessments not yet due or payable; (d) mechanics’, carriers’, workers’, repairers’, landlords’, and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of PacifiCorp, or pledges, or deposits, or other liens securing the performance of statutory obligations; (e) any Encumbrances set forth in any state, local, or municipal franchise or governing ordinance under which any portion of the Idaho Power Acquired Assets are being used or conducted; or (f) Encumbrances, including zoning, entitlement, restriction, and other land use regulations by Governmental Authorities, which, together with all other Encumbrances, do not materially detract from the value of or materially interfere with the present use of the Idaho Power Acquired Assets or the conduct of the business thereon as it is currently being used and conducted or as contemplated under any of the Related Documents.

“PacifiCorp Purchase Price” has the meaning given to such term in Section 2.6(a).

“PacifiCorp Required Regulatory Approvals” has the meaning given to such term in Section 3.2(e).

“PacifiCorp True-up Notice” has the meaning given to such term in Section 2.6(c).

“PacifiCorp’s Knowledge” means the actual, constructive or imputed knowledge that the individuals listed in Schedule 1.1(d) have or could reasonably be expected to have after reasonable due inquiry.

“Party” has the meaning given to such term in the preamble.

“Person” means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, or Government Entity.

“Populus Assignment and Assumption Agreement” has the meaning given to such term in Section 2.10(a)(iii).

“Populus Bill of Sale” has the meaning given to such term in Section 2.10(b)(i).

“Populus Deed” has the meaning given to such term is Section 2.10(b)(viii).

“Populus Easements” means those easements, rights, privileges and other benefits conveyed under the Populus Easement Agreement.

“Populus Easement Agreement” has the meaning given to such term in Section 2.10(a)(vii).

“Populus Joint Ownership and Operating Agreement” has the meaning given to such term in Section 2.10(a)(v).

“Populus Ownership Interest” means, in the case of Idaho Power twenty and eight-tenths percent (20.8%), and in the case of PacifiCorp seventy-nine and two-tenths percent (79.2%).

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“Populus Substation” has the meaning given to such term in the recitals.

“Populus Substation Facilities” has the meaning given to such term in the recitals.

“Populus Substation Facilities Contracts” has the meaning given to such term in Section 3.2(l).

“Populus Substation Site” means the site where the Populus Substation is located in Bannock County near Downey, Idaho, as further described on Exhibit L.

“Populus Transferable Permits” means the Governmental Authorizations, if any, listed on Schedule 1.1(f).

“Purchase Price” means the Idaho Purchase Price or the PacifiCorp Purchase Price.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of Hazardous Materials into the Environment.

“Related Documents” means the Hemingway Bill of Sale, Populus Bill of Sale, Hemingway Joint Ownership and Operating Agreement, Populus Joint Ownership and Operating Agreement, Hemingway Assignment and Assumption Agreement, Populus Assignment and Assumption Agreement, the Hemingway Easement Agreement, the Populus Easement Agreement, the Hemingway Deed, the Populus Deed, and each other document, certificate or instrument delivered by each of the Parties on the Closing in accordance with the terms of this Agreement.

“Representatives” means, with respect to a Party, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Party.

“Required Regulatory Approvals” means the Idaho Power Required Regulatory Approvals and the PacifiCorp Required Regulatory Approvals.

“Subsidiary,” when used in reference to a Person, means any Person (a) of which outstanding securities or other equity interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions of such Person are owned directly or indirectly by such first Person, (b) of which such Person or any subsidiary of such first Person is a general partner or (c) such first Person directly or indirectly controls.

“Tax” and “Taxes” means all taxes, charges, customs, duties, fees, levies, penalties, or other assessments imposed by any foreign or United States federal, state, or local taxing authority, including profits, estimated gross receipts, income, excise, property, replacement tax, sales, transfer, franchise, license, payroll, withholding, social security, or any other taxes (including any escheat or unclaimed property obligations), including any interest, penalties, or additions attributable thereto.

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“Tax Affiliate” of a Person means a member of that Person’s Affiliated Group and any other Subsidiary of that Person which is a partnership or is disregarded as an entity separate from that Person for Tax purposes.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes of any kind or nature, filed or required to be filed with any Governmental Entity, including any schedule or attachment thereto, and including any amendment thereof.

“Transfer Taxes” means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Entity in connection with the transactions contemplated by this Agreement, including any payments made in lieu of any such Taxes or governmental charges which become payable in connection with the transactions contemplated by this Agreement.

“True-up Notice” means either the Idaho Power True-up Notice or the PacifiCorp True-up Notice.

1.2              Other Definitional and Interpretive Matters.  Unless otherwise expressly provided in this Agreement, for purposes of this Agreement, the following rules of interpretation apply:

(a)             Calculation of Time Period.  When calculating the period of time before which, within which, or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period will be excluded.  If the last day of such period is a non-Business Day, the period in question will end on the next succeeding Business Day.

(b)            Dollars.  Any reference in this Agreement to “dollars” or “$” means U.S. dollars.

(c)             Exhibits and Schedules.  Unless otherwise expressly indicated, any reference in this Agreement to an “Exhibit” or a “Schedule” refers to an Exhibit or Schedule to this Agreement.  The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement.  Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein are defined as set forth in this Agreement.

(d)            Gender and Number.  Any reference in this Agreement to gender includes all genders, and the meaning of defined terms applies to both the singular and the plural of those terms.

(e)             Headings.  The provision of a Table of Contents, the division of this Agreement into Articles, Sections, and other subdivisions, and the insertion of headings are for convenience of reference only and do not affect, and will not be utilized in construing or

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interpreting, this Agreement.  All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

(f)             “Herein.”  The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement (including the Schedules and Exhibits to this Agreement) as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

(g)            “Including.”  The word “including” or any variation thereof means “including, without limitation” and does not limit any general statement that it follows to the specific or similar items or matters immediately following it.

(h)            Agreements and Documents.  Each reference in this Agreement to any agreement or document or a portion or provision thereof shall be construed as a reference to the relevant agreement or document as amended, supplemented or otherwise modified from time to time with the written approval of both Parties.

(i)              Governmental Requirements.  Each reference in this Agreement to Governmental Requirements and to terms defined in, and other provisions of, Governmental Requirements shall be references to the same (or a successor to the same) as amended, supplemented or otherwise modified from time to time.

(j)              Days; Years.  Each reference in this Agreement to:  (A) “day” means a calendar day; and (B) “year” means a calendar year, provided that when a period measured in years commences on a day other than the first day of a year, the period shall run from the day on which it starts to the corresponding day in the next year and, as appropriate, to succeeding years thereafter.

1.3              Joint Negotiation and Preparation of Agreement.  The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof favoring or disfavoring any Party will exist or arise by virtue of the authorship of any provision of this Agreement.

Article II
PURCHASE AND SALE

2.1              Purchase and Sale.

(a)             PacifiCorp Acquired Assets.  Subject to the terms and conditions set forth in this Agreement, at the Closing, Idaho Power shall sell, assign, convey, transfer and deliver to PacifiCorp, and PacifiCorp shall purchase and accept from Idaho Power, free and clear of all Encumbrances (other than Idaho Power Permitted Encumbrances), (i) an undivided ownership interest, as tenant in common, equal to PacifiCorp’s Hemingway Ownership Interest in all of Idaho Power’s right, title, and interest in, and to, the assets constituting the Hemingway Substation Facilities and the Hemingway Transferable Permits (if any) and (ii) the Hemingway Easements, but excluding the Idaho Power Excluded Assets (collectively, the “PacifiCorp Acquired Assets”).

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(b)            Idaho Power Acquired Assets.  Subject to the terms and conditions set forth in this Agreement, at the Closing, PacifiCorp shall sell, assign, convey, transfer and deliver to Idaho Power, and Idaho Power shall purchase and accept from PacifiCorp, free and clear of all Encumbrances (other than PacifiCorp Permitted Encumbrances), (i) an undivided ownership interest, as tenant in common, equal to Idaho Power’s Populus Ownership Interest in all of PacifiCorp’s right, title, and interest in, and to, the assets constituting the Populus Substation Facilities and the Populus Transferable Permits (if any) and (ii) the Populus Easements, but excluding the PacifiCorp Excluded Assets (collectively, the “Idaho Power Acquired Assets”).

2.2              Excluded Assets.

(a)             Idaho Power Excluded Assets.  The PacifiCorp Acquired Assets do not include any property or assets of Idaho Power not described in Section 2.1(a) and, notwithstanding any provision to the contrary in Section 2.1(a) or elsewhere in this Agreement, the PacifiCorp Acquired Assets do not include the following property or assets of Idaho Power (all assets excluded pursuant to this Section 2.2(a), the “Idaho Power Excluded Assets”), and PacifiCorp shall have no liability with respect thereto:

(i)                 the Idaho Power Marks;

(ii)               all cash, cash equivalents, bank deposits, accounts receivable, and any income, sales, payroll or other tax receivables;

(iii)             subject to Section 2.8, any refund or credit (A) related to Taxes paid by or on behalf of Idaho Power, whether such refund is received as a payment or as a credit against future Taxes payable, or (B) relating to a period before the Closing Date;

(iv)             all of the Claims of Idaho Power against any Person related to, arising from or associated with the PacifiCorp Acquired Assets relating to a period before the Closing Date;

(v)               all insurance policies, and rights thereunder, including any such policies and rights in respect of the PacifiCorp Acquired Assets;

(vi)             the rights of Idaho Power arising under or in connection with this Agreement, any Related Document delivered in connection herewith, and any of the transactions contemplated hereby and thereby;

(vii)           all Contracts entered into by Idaho Power related to, arising from or associated with the PacifiCorp Acquired Assets;

(viii)         all software, software licenses, information systems, management systems owned or used by Idaho Power related to, arising from or associated with the PacifiCorp Acquired Assets;

(ix)             all communication towers, equipment and related assets of Idaho Power related to, arising from or associated with the PacifiCorp Acquired Assets, other than

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certain relays, communication equipment associated with power line carriers, and the cables between the 500 kV equipment and the panels, which relays, communication equipment, 500kV equipment and panels are located at the Hemingway Substation and listed in Exhibit A attached hereto; and

(x)               all other assets and properties of Idaho Power other than the PacifiCorp Acquired Assets.

(b)            PacifiCorp Excluded Assets.  The Idaho Power Acquired Assets do not include any property or assets of PacifiCorp not described in Section 2.1(b) and, notwithstanding any provision to the contrary in Section 2.1(b) or elsewhere in this Agreement, the Idaho Power Acquired Assets do not include the following property or assets of PacifiCorp (all assets excluded pursuant to this Section 2.2(b), the “PacifiCorp Excluded Assets”), and Idaho Power shall have no liability with respect thereto: 

(i)                 the PacifiCorp Marks;

(ii)               all cash, cash equivalents, bank deposits, accounts receivable, and any income, sales, payroll or other tax receivables;

(iii)             subject to Section 2.8, any refund or credit (A) related to Taxes paid by or on behalf of PacifiCorp, whether such refund is received as a payment or as a credit against future Taxes payable, or (B) relating to a period before the Closing Date;

(iv)             all of the Claims of PacifiCorp against any Person related to, arising from or associated with the Idaho Power Acquired Assets relating to a period before the Closing Date;

(v)               all insurance policies, and rights thereunder, including any such policies and rights in respect of the Idaho Power Acquired Assets;

(vi)             the rights of PacifiCorp arising under or in connection with this Agreement, any Related Document delivered in connection herewith, and any of the transactions contemplated hereby and thereby;

(vii)           all Contracts entered into by PacifiCorp related to, arising from or associated with the Idaho Power Acquired Assets;

(viii)         all software, software licenses, information systems, management systems owned or used by PacifiCorp related to, arising from or associated with the Idaho Power Acquired Assets;

(ix)             all communication towers, equipment and related assets of PacifiCorp related to, arising from or associated with the Idaho Power Acquired Assets; and

(x)               all other assets and properties of PacifiCorp other than the Idaho Power Acquired Assets.

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2.3              Assumed Obligations.

(a)             PacifiCorp Assumed Obligations.  Effective as of the Effective Time, PacifiCorp shall assume all Liabilities (other than Idaho Power Excluded Liabilities), solely to the extent applicable to any period after the Closing, related to, arising from or associated with the PacifiCorp Acquired Assets, in each case, to the extent of PacifiCorp’s Hemingway Ownership Interest (collectively, the “PacifiCorp Assumed Obligations”).

(b)            Idaho Power Assumed Obligations.  Effective as of the Effective Time, Idaho Power shall assume all Liabilities (other than the PacifiCorp Excluded Liabilities), solely to the extent applicable to any period after the Closing, related to, arising from or associated with the Idaho Power Acquired Assets, in each case, to the extent of Idaho Power’s Populus Ownership Interest (collectively, the “Idaho Power Assumed Obligations”).

2.4              Excluded Liabilities.

(a)             Idaho Power Excluded Liabilities.  Except for the PacifiCorp Assumed Obligations as set forth in Section 2.3(a) and Taxes as prorated pursuant to Section 2.8, Idaho Power shall retain and remain fully responsible for, and PacifiCorp does not assume and shall have no responsibility or liability for, and will not be obligated to pay, perform, or otherwise discharge any Liabilities of Idaho Power or its Affiliates or any present or former owner or operator thereof, associated with, or arising from, any of the PacifiCorp Acquired Assets which have arisen, been accrued or incurred, or are otherwise based on events taking place, prior to and as of the Closing (collectively, the “Idaho Power Excluded Liabilities”), including the following:

(i)                 any Liabilities of Idaho Power to the extent related to any Idaho Power Excluded Assets or other assets which are not PacifiCorp Acquired Assets and the ownership, operation and conduct of any business in connection therewith or therefrom;

(ii)               any Liabilities in respect of Taxes of Idaho Power or any Tax Affiliate of Idaho Power, or any liability of Idaho Power for unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, including any Taxes relating to, pertaining to or arising from the PacifiCorp Acquired Assets for periods (or portions thereof) ending on or prior to the Closing Date, except for Taxes for which PacifiCorp is liable pursuant to Section 2.8;

(iii)             any Liabilities in respect of any employees of Idaho Power or its Affiliates, including any obligations of Idaho Power for benefits, bonuses, wages, employment Taxes, or severance pay and any liability or obligations arising under any employee benefit plan;

(iv)             any Liabilities relating to the disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, by Idaho Power, of Hazardous Materials prior to the Closing Date;

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(v)               Liabilities relating to any properties (other than PacifiCorp Acquired Assets) formerly owned or operated by Idaho Power or its Affiliates or predecessors prior to the Closing;

(vi)             Liabilities arising from any Claim (including any workers compensation Claim) related to the PacifiCorp Acquired Assets which have arisen, been accrued or incurred, or are otherwise based on events taking place, prior to and as of the Closing;

(vii)           any Liabilities of Idaho Power arising under or in connection with this Agreement, any Related Document delivered in connection herewith, and any of the transactions contemplated hereby and thereby;

(viii)         any Liabilities, including fines, penalties or costs imposed by a Governmental Entity, and the costs of any associated defense or response, with respect to any of the PacifiCorp Acquired Assets resulting from an investigation, proceeding, request for information or inspection before or by a Governmental Entity whether pending or commencing on, prior to or after the Closing Date, to the extent based on events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the PacifiCorp Acquired Assets or the ownership, possession, use, operation, sale or other disposition thereof on or prior to the Closing Date (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the PacifiCorp Acquired Assets), or actions taken or omissions to act made on or prior to the Closing Date;

(ix)             any Liabilities relating to the PacifiCorp Acquired Assets (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the PacifiCorp Acquired Assets), to the extent based on events or conditions occurring or existing on or prior to the Closing Date and arising out of or relating to (A) any dispute arising out of or in connection with capacity of or energy provided or services rendered from the PacifiCorp Acquired Assets, including claims for refunds, personal injury or property damage, (B) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person, (C) any lien described in clause (d) of the definition of Idaho Power Permitted Encumbrances or any unpaid sums for which any such liens shall have arisen, (D) claims by any Person utilized or retained for services or work related to or in support of the PacifiCorp Acquired Assets, or (E) compliance with any Governmental Requirements relating to any of the foregoing;

(x)               any Liabilities relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, the PacifiCorp Acquired Assets as operated on or prior to the Closing Date, or the design, construction, ownership, possession, use, or operation of the PacifiCorp Acquired Assets, on or before the Closing Date;

(xi)             any Liability representing indebtedness for money borrowed (and any refinancing thereof); and

(xii)           all other pre-Closing Liabilities of Idaho Power, of whatever nature.

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(b)            PacifiCorp Excluded Liabilities.  Except for the Idaho Power Assumed Obligations as set forth in Section 2.3(b) and Taxes as prorated pursuant to Section 2.8, PacifiCorp shall retain and remain fully responsible for, and Idaho Power does not assume and shall have no responsibility or liability for, and will not be obligated to pay, perform, or otherwise discharge any Liabilities of PacifiCorp or its Affiliates or any present or former owner or operator thereof, associated with, or arising from, any of the Idaho Power Acquired Assets which have arisen, been accrued or incurred, or are otherwise based on events taking place, prior to and as of the Closing (collectively, the “PacifiCorp Excluded Liabilities”), including the following:

(i)                 any Liabilities of PacifiCorp to the extent related to any PacifiCorp Excluded Assets or other assets which are not Idaho Power Acquired Assets and the ownership, operation and conduct of any business in connection therewith or therefrom;

(ii)               any Liabilities in respect of Taxes of PacifiCorp or any Tax Affiliate of PacifiCorp, or any liability of PacifiCorp for unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, including any Taxes relating to, pertaining to or arising from the Idaho Power Acquired Assets for periods (or portions thereof) ending on or prior to the Closing Date, except for Taxes for which Idaho Power is liable pursuant to Section 2.8;

(iii)             any Liabilities in respect of any employees of PacifiCorp or its Affiliates, including any obligations of PacifiCorp for benefits, bonuses, wages, employment Taxes, or severance pay and any liability or obligations arising under any employee benefit plan;

(iv)             any Liabilities relating to the disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, by PacifiCorp, of Hazardous Materials prior to the Closing Date;

(v)               Liabilities relating to any properties (other than Idaho Power Acquired Assets) formerly owned or operated by PacifiCorp or its Affiliates or predecessors prior to the Closing;

(vi)             Liabilities arising from any Claim (including any workers compensation Claim) related to the Idaho Power Acquired Assets which have arisen, been accrued or incurred, or are otherwise based on events taking place, prior to and as of the Closing;

(vii)           any Liabilities of PacifiCorp arising under or in connection with this Agreement, any Related Document delivered in connection herewith, and any of the transactions contemplated hereby and thereby;

(viii)         any Liabilities, including fines, penalties or costs imposed by a Governmental Entity, and the costs of any associated defense or response, with respect to any of the Idaho Power Acquired Assets resulting from an investigation, proceeding, request for information or inspection before or by a Governmental Entity whether pending or commencing on, prior to or after the Closing Date, to the extent based on events or conditions occurring or

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existing in connection with, or arising out of, or otherwise relating to, the Idaho Power Acquired Assets or the ownership, possession, use, operation, sale or other disposition thereof on or prior to the Closing Date (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the Idaho Power Acquired Assets), or actions taken or omissions to act made on or prior to the Closing Date;

(ix)             any Liabilities relating to the Idaho Power Acquired Assets (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the Idaho Power Acquired Assets), to the extent based on events or conditions occurring or existing on or prior to the Closing Date and arising out of or relating to (A) any dispute arising out of or in connection with capacity of or energy provided or services rendered from the Idaho Power Acquired Assets, including claims for refunds, personal injury or property damage, (B) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person, (C) any lien described in clause (D) of the definition of PacifiCorp Permitted Encumbrances or any unpaid sums for which any such liens shall have arisen, (D) claims by any Person utilized or retained for services or work related to or in support of the Idaho Power Acquired Assets, or (E) compliance with any Governmental Requirements relating to any of the foregoing;

(x)               any Liabilities relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, the Idaho Power Acquired Assets as operated on or prior to the Closing Date, or the design, construction, ownership, possession, use, or operation of the Idaho Power Acquired Assets, on or before the Closing Date;

(xi)             any Liability representing indebtedness for money borrowed (and any refinancing thereof); and

(xii)           all other pre-Closing Liabilities of PacifiCorp, of whatever nature.

2.5              Non-Assignable Assets.

(a)             Idaho Power Nonassignable Item.  Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of all or any portion of any Hemingway Transferable Permit (if any) shall be prohibited by Governmental Requirement or the terms thereof, or require the consent of the other party thereto (if any) or any other third party, and any consent or waiver in connection with such prohibition or requirement is not obtained (which Idaho Power hereby agrees to use Commercially Reasonable Efforts to promptly obtain), (i) this Agreement shall not constitute an agreement to assign any such Hemingway Transferable Permit included in the PacifiCorp Acquired Assets (each, an “Idaho Power Nonassignable Item”), and (ii) no breach of this Agreement shall have occurred by virtue of such nonassignment.  Idaho Power agrees that on and after the Closing, it will use its Commercially Reasonable Efforts (A) to provide PacifiCorp with the benefits of and to preserve for the benefit of PacifiCorp the rights of Idaho Power under such Idaho Power Nonassignable Items to the extent of PacifiCorp’s Hemingway Ownership Interest and (B) to facilitate receipt of any consideration which may be received by Idaho Power in and under every such Idaho Power Nonassignable Item, which consideration, to the extent received, shall be held for the benefit of, and shall be delivered to, PacifiCorp to the extent of PacifiCorp's

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Hemingway Ownership Interest; provided, however, that nothing in this Section 2.5(a) shall require Idaho Power to make any material expenditure or incur any material obligation on its own or on PacifiCorp’s behalf.

(b)            PacifiCorp Nonassignable Item.  Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of all or any portion of any Populus Transferable Permit (if any) shall be prohibited by Governmental Requirement or the terms thereof, or require the consent of the other party thereto (if any) or any other third party, and any consent or waiver in connection with such prohibition or requirement is not obtained (which PacifiCorp hereby agrees to use Commercially Reasonable Efforts to promptly obtain), (i) this Agreement shall not constitute an agreement to assign any such Populus Transferable Permit included in the Idaho Power Acquired Assets (each, a “PacifiCorp Nonassignable Item”), and (ii) no breach of this Agreement shall have occurred by virtue of such nonassignment.  PacifiCorp agrees that on and after the Closing, it will use its Commercially Reasonable Efforts (A) to provide Idaho Power with the benefits of and to preserve for the benefit of Idaho Power the rights of PacifiCorp under such PacifiCorp Nonassignable Items to the extent of Idaho Power Populus Ownership Interest and (B) to facilitate receipt of any consideration which may be received by PacifiCorp in and under every such PacifiCorp Nonassignable Item, which consideration, to the extent received, shall be held for the benefit of, and shall be delivered to, Idaho Power to the extent of Idaho Power’s Populus Ownership Interest; provided, however, that nothing in this Section 2.5(b) shall require PacifiCorp to make any material expenditure or incur any material obligation on its own or on Idaho Power’s behalf.

(c)             The provisions of this Section 2.5 shall survive the expiration or termination of this Agreement.

2.6              Consideration. 

(a)             Not less than two (2) Business Days before the Closing Date, or at such other time as may be mutually agreed upon by the Parties in writing, Idaho Power shall deliver to PacifiCorp a written notice setting forth Idaho Power’s good faith estimate of PacifiCorp’s Hemingway Ownership Interest in the total Costs incurred and paid to date for construction of the Hemingway Substation Facilities, such estimated amount being, subject to Sections 2.6(c) and 2.6(d), the total consideration to be paid by PacifiCorp to Idaho Power at Closing for the PacifiCorp Acquired Assets (the “PacifiCorp Purchase Price”).  The notice provided under this Section 2.6(a) shall provide sufficient detail on the calculation of the PacifiCorp Purchase Price reasonably to permit an audit of such Purchase Price subsequent to Closing in accordance with Section 2.6(d) hereof.

(b)            Not less than two (2) Business Days before the Closing Date or at such other time as may be mutually agreed upon by the Parties in writing, PacifiCorp shall deliver to Idaho Power a written notice setting forth PacifiCorp’s good faith estimate of Idaho Power’s Populus Ownership Interest in the total Costs incurred and paid to date for construction of the Populus Substation Facilities, such estimated amount being, subject to Sections 2.6(c) and 2.6(d), the total consideration to be paid by Idaho Power to PacifiCorp at Closing for the Idaho Power Acquired Assets (the “Idaho Power Purchase Price”).  The notice provided under this

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Section 2.6(b) shall provide sufficient detail on the calculation of the Idaho Power Purchase Price reasonably to permit an audit of such Purchase Price subsequent to Closing in accordance with Section 2.6(d) hereof.

(c)        At Closing, the Idaho Power Purchase Price shall be netted against the PacifiCorp Purchase Price and the Party whose Purchase Price pursuant to Section 2.6(a) or Section 2.6(b) is greater shall pay the difference between the two Purchase Prices to the other Party by wire transfer in immediately available funds, in the lawful currency of the United States, to an account or accounts designated by the other Party; provided, however, that not more than one hundred, eighty (180) days after the Closing, (A) Idaho Power shall deliver to PacifiCorp a written notice setting forth PacifiCorp’s Hemingway Ownership Interest in the total Costs incurred and paid for construction of the Hemingway Substation Facilities from the date of the notice provided under Section 2.6(a) until the Closing Date as well as any Costs incurred and paid for construction of the Hemingway Substation Facilities not previously identified in the notice provided under Section 2.6(a) (the “Idaho Power True-up Notice”), and (B) PacifiCorp shall deliver to Idaho Power a written notice setting forth Idaho Power’s Populus Ownership Interest in the total Costs incurred and paid for construction of the Populus Substation Facilities from the date of the notice provided under Section 2.6(b) until the Closing Date as well as any Costs incurred and paid for construction of the Populus Substation Facilities not previously identified in the notice provided under Section 2.6(b) (the “PacifiCorp True-up Notice”).  Not more than five (5) Business Days after delivery of the later of the Idaho Power True-up Notice or the PacifiCorp True-up Notice, the Parties shall net the costs set forth in the respective True-up Notices and the Party whose True-up Notice identifies the higher amount shall receive from the other Party a payment of the difference by wire transfer in immediately available funds, in the lawful currency of the United States, to an account or accounts designated by such Party.

(d)(i)(A)          Not earlier than the date of the later of the Idaho Power True-up Notice or the PacifiCorp True-up Notice, nor more than two hundred, seventy (270) days after the Closing Date, PacifiCorp may, at its own cost, at any time during normal business hours and with reasonable notice of not less than ten (10) Business Days to Idaho Power, audit the books and records of Idaho Power and any of its Affiliates involved with the construction of the Hemingway Substation Facilities (“PacifiCorp Acquired Assets Cost Records”) to the extent reasonably related to the Costs incurred by or on behalf of Idaho Power and its Affiliates in connection with the construction of the Hemingway Substation Facilities (“PacifiCorp Acquired Assets Costs”).  Not earlier than the date of the later of the Idaho Power True-up Notice or the PacifiCorp True-up Notice, nor more than two hundred, seventy (270) days after the Closing Date, Idaho Power may, at its own cost, at any time during normal business hours and with reasonable notice of not less than ten (10) Business Days to PacifiCorp, audit the books and records of PacifiCorp and any of its Affiliates involved with the construction of the Populus Substation Facilities (“Idaho Power Acquired Assets Cost Records”) to the extent reasonably related to the Costs incurred by or on behalf of PacifiCorp and its Affiliates in connection with the construction of the Populus Substation Facilities (“Idaho Power Acquired Assets Costs”).

(d)(i)(B)           If any audit conducted pursuant to Section 2.6(d)(i)(A) discloses that the PacifiCorp Acquired Assets Costs differ from the Costs used for determining the PacifiCorp Purchase Price pursuant to this Section 2.6, or that the Idaho Power Acquired Assets Costs differ from the Costs used for purposes of determining the Idaho Power Purchase Price

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pursuant to this Section 2.6, then the Party conducting such audit shall notify the other Party in writing of such difference (the “Disputed Costs Notice”).  The Parties shall attempt, in good faith and for not less than thirty (30) days (or such longer period as the Parties may mutually agree in writing)] following the Disputed Costs Notice, to reach agreement on the appropriate amount of Costs to be used for purposes of determining the Idaho Power Purchase Price and the PacifiCorp Purchase Price, as applicable, and to adjust the Purchase Price paid under Section 2.6(c) to reflect such agreement.

(ii)        If the Parties are unable to reach agreement under Section 2.6(d)(i)(B), then the Parties shall retain an Independent Accounting Firm to audit the Idaho Power Acquired Assets Costs and/or the PacifiCorp Acquired Assets Costs to determine the Idaho Power Purchase Price and/or the PacifiCorp Purchase Price, as applicable.  The decision of the Independent Accounting Firm shall be binding upon the Parties and final and the consideration provided pursuant to Section 2.6(c) shall be adjusted to reflect the results of the Independent Accounting Firm’s determination.  Each Party shall be liable for fifty percent (50%) of the Independent Accounting Firm’s charges.

(iii)       Each Party shall, and shall cause any of its relevant Affiliates to, keep and maintain all such PacifiCorp Acquired Assets Cost Records or Idaho Power Acquired Assets Costs Records, as applicable, to the extent reasonably related to the determination of PacifiCorp Acquired Assets Costs or Idaho Power Acquired Assets Costs, as applicable, and make such records available to the other Party and, if applicable, the Independent Accounting Firm, in accordance with the terms of this Agreement.  The Party requesting the audit shall reimburse one hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of the other Party and any of its Affiliates in complying with the provisions of this Section 2.6(d)(iii), provided that each Party shall be liable for fifty percent (50%) of any such costs incurred by either Party and its Affiliates in complying with a request by the Independent Accounting Firm.

2.7              [Intentionally omitted.]

2.8              Proration. 

(a)             PacifiCorp Acquired Assets.  All Taxes (but not including Transfer Taxes) and pre-paid expenses (including security deposits), in each case, to the extent relating to the PacifiCorp Acquired Assets, will be prorated as of the Effective Time, with Idaho Power liable to the extent such items relate to any period prior to the Effective Time, and PacifiCorp and Idaho Power each liable to the extent such items relate to any period from and after the Effective Time in accordance with their respective Hemingway Ownership Interests.

(b)            Idaho Power Acquired Assets.  All Taxes (but not including Transfer Taxes) and pre-paid expenses (including security deposits), in each case, to the extent relating to the Idaho Power Acquired Assets, will be prorated as of the Effective Time, with PacifiCorp liable to the extent such items relate to any period prior to the Effective Time, and PacifiCorp and Idaho Power each liable to the extent such items relate to any period from and after the Effective Time in accordance with their respective Populus Ownership Interests.

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(c)             Transfer Taxes.  The aggregate amount of all Transfer Taxes, if any, to the extent relating to the PacifiCorp Acquired Assets and the Idaho Power Acquired Assets will be shared equally by the Parties.  Idaho Power will file, to the extent required by applicable Governmental Requirements, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes relating to the PacifiCorp Acquired Assets, and if required by applicable Governmental Requirements, PacifiCorp will join in the execution of any such Tax Returns or other documentation, provided that PacifiCorp shall first have an opportunity to review and approve (such approval not to be unreasonably withheld) such Tax Returns.  PacifiCorp will file, to the extent required by applicable Governmental Requirements, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes relating to the Idaho Power Acquired Assets, and if required by applicable Governmental Requirements, Idaho Power will join in the execution of any such Tax Returns or other documentation, provided that Idaho Power shall first have an opportunity to review and approve (such approval not to be unreasonably withheld) such Tax Returns.

2.9              Time and Place of Closing.  Unless this Agreement is terminated early in accordance with Section 5.1, and upon the terms and subject to the satisfaction of the conditions contained in Section 2.11 (or waiver thereof as provided therein), the closing of purchase and sale of the PacifiCorp Acquired Assets and the Idaho Power Acquired Assets and assumption by PacifiCorp of the PacifiCorp Assumed Obligations and the assumption by Idaho Power of the Idaho Power Assumed Obligations (the “Closing”) will take place at the offices of Troutman Sanders LLP, 401 9^th Street, N.W., Suite 1000, Washington, D.C.  20004, at 10:00 a.m., local time, on the second (2nd) Business Day following the date on which the conditions set forth in Section 2.11 (other than conditions to be satisfied by deliveries at the Closing) have been satisfied or waived, or at such other place and time as the Parties may mutually agree in writing.  The date on which the Closing occurs is referred to herein as the “Closing Date.”  The purchase and sale of the PacifiCorp Acquired Assets and the Idaho Power Acquired Assets and the assumption by PacifiCorp of the PacifiCorp Assumed Obligations and the assumption by Idaho Power of the Idaho Power Assumed Obligations will be effective as of 12:00:01 a.m., Pacific time on the Closing Date (the “Effective Time”).

2.10          Closing Deliverables.

(a)             Deliveries by Idaho Power.  At or prior to the Closing, Idaho Power will deliver to PacifiCorp (in form and substance reasonably acceptable to PacifiCorp), each of the following:

(i)                 a bill of sale for the Hemingway Substation Facilities (“Hemingway Bill of Sale”) in the form attached hereto as Exhibit C, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by Idaho Power;

(ii)               in the event that there are any Hemingway Transferable Permits, an assignment and assumption agreement (“Hemingway Assignment and Assumption Agreement”) in the form attached hereto as Exhibit E, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by Idaho Power;

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(iii)             in the event that there are any Populus Transferable Permits, an assignment and assumption agreement (“Populus Assignment and Assumption Agreement” in the form attached hereto as Exhibit F, or otherwise in form and substance satisfactory to the Parties, duly executed by Idaho Power;

(iv)             a joint ownership, operating and maintenance agreement with respect to the Hemingway Substation Facilities (the “Hemingway Joint Ownership and Operating Agreement”) in the form attached hereto as Exhibit G, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by Idaho Power;

(v)               a joint ownership, operating and maintenance agreement with respect to the Populus Substation Facilities (the “Populus Joint Ownership and Operating Agreement”) in the form attached hereto as Exhibit H, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by Idaho Power;

(vi)             one or more easement agreements (collectively, the “Hemingway Easement Agreement”) in the form attached hereto as Exhibit I, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by Idaho Power;

(vii)           one or more easement agreements (collectively, the “Populus Easement Agreement”) in the form attached hereto as Exhibit J, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by Idaho Power;

(viii)         a deed for the Hemingway Substation Facilities (the “Hemingway Deed”) in the form attached hereto as Exhibit M, or otherwise in form and substance satisfactory to the Parties, duly executed by Idaho Power.

(ix)             a certificate duly executed by an authorized officer or representative of Idaho Power, dated as of the Closing Date, certifying that each of the conditions set forth in Section 2.11(b)(i) and Section 2.11(b)(ii) has been satisfied as of the Closing Date;

(x)               copies of all Idaho Power Required Regulatory Approvals and any other consents, waivers or approvals obtained by Idaho Power from third parties in connection with this Agreement;

(xi)             all such other instruments of assignment or conveyance properly executed and acknowledged by Idaho Power in customary form as are reasonably requested by PacifiCorp in order to transfer to and vest in PacifiCorp PacifiCorp’s Hemingway Ownership Interest in all of Idaho Power’s right, title and interest in, to and under the Hemingway Substation Facilities and Hemingway Transferable Permits (if any) in accordance with this Agreement; and

(xii)           any other documents or instruments reasonably required by PacifiCorp to consummate the transactions contemplated hereby and reasonably requested of Idaho Power prior to the Closing Date.

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(b)            Deliveries by PacifiCorp.  At or prior to the Closing, PacifiCorp will deliver to Idaho Power (in form and substance reasonably acceptable to Idaho Power), each of the following:

(i)                 a bill of sale for the Populus Substation Facilities (“Populus Bill of Sale”) in the form attached hereto as Exhibit D, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by PacifiCorp;

(ii)               in the event that there are any Hemingway Transferable Permits, the Hemingway Assignment and Assumption Agreement in the form attached hereto as Exhibit E, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by PacifiCorp;

(iii)             in the event that there are any Populus Transferable Permits, the Populus Assignment and Assumption Agreement in the form attached hereto as Exhibit F, or otherwise in form and substance satisfactory to the Parties, duly executed by PacifiCorp;

(iv)             the Hemingway Joint Ownership and Operating Agreement in the form attached hereto as Exhibit G, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by PacifiCorp;

(v)               the Populus Joint Ownership and Operating Agreement in the form attached hereto as Exhibit H, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by PacifiCorp;

(vi)             the Hemingway Easement Agreement in the form attached hereto as Exhibit I, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by PacifiCorp;

(vii)           the Populus Easement Agreement in the form attached hereto as Exhibit J, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by PacifiCorp;

(viii)         a deed for the Populus Substation Facilities (the “Populus Deed” in the form attached hereto as Exhibit N, or otherwise in form and substance reasonably satisfactory to the Parties, duly executed by PacifiCorp.

(ix)             a certificate duly executed by an authorized officer or representative of PacifiCorp, dated as of the Closing Date, certifying that each of the conditions set forth in Section 2.11(a)(i) and Section 2.11(a)(ii) has been satisfied as of the Closing Date;

(x)               copies of all PacifiCorp Required Regulatory Approvals and any other consents, waivers or approvals obtained by PacifiCorp from third parties in connection with this Agreement;

(xi)             all such other instruments of assignment or conveyance properly executed and acknowledged by PacifiCorp in customary form as are reasonably requested by Idaho Power in order to transfer to and vest in Idaho Power Idaho Power’s Populus Ownership

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Interest in all of PacifiCorp’s right, title and interest in, to and under the Populus Substation Facilities and Populus Transferable Permits (if any) in accordance with this Agreement; and

(xii)           any other documents or instruments reasonably required by Idaho Power to consummate the transactions contemplated hereby and reasonably requested of PacifiCorp prior to the Closing Date.

2.11          Conditions Precedent to Closing.

(a)             Idaho Power’s Conditions Precedent.  Idaho Power’s obligation to sell and transfer to PacifiCorp the PacifiCorp Acquired Assets, and to purchase and accept from PacifiCorp the Idaho Power Acquired Assets, and to take the other actions required to be taken by Idaho Power at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived, in whole or in part, by Idaho Power in writing):

(i)                 Accuracy of Representations.  Except as provided in Section 4.6, all representations and warranties made in this Agreement by PacifiCorp that are qualified with respect to materiality (whether by reference to Material Adverse Effect or otherwise) are true and correct, and all representations and warranties made in this Agreement by PacifiCorp that are not so qualified are true and correct in all material respects, in each case, as of the Closing Date by reference to the facts and circumstances then existing;

(ii)               PacifiCorp’s Performance.  PacifiCorp shall have complied in all material respects with all covenants and agreements made by it in Article IV to be performed prior to Closing;

(iii)             Delivery of Documents.  Each document and other item required to be delivered by PacifiCorp pursuant to Section 2.10(b) shall have been delivered to Idaho Power;

(iv)             Required Regulatory Approvals.  All Required Regulatory Approvals shall have been obtained and be in full force and effect, and the terms and conditions of the Required Regulatory Approvals, individually or in the aggregate, shall not have and shall not reasonably be expected to have a Material Adverse Effect on Idaho Power or any of its Affiliates;

(v)               No Prohibition.  Neither the consummation nor the performance of the Contemplated Transaction shall, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, any Governmental Requirement or Governmental Authorization applicable to the Hemingway Substation or Idaho Power or any of its Affiliates;

(vi)             No Injunction.  No litigation or injunction shall be pending, threatened or reasonably likely to be commenced or issued (A) involving any challenge to, or seeking damages or other relief in connection with the Contemplated Transaction, (B) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with the

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Contemplated Transaction, or (C) imposing or seeking to impose material damages or sanctions directly arising out of the Contemplated Transaction on Idaho Power or any of its Affiliates;

(vii)           Release of Liens.  PacifiCorp shall have received all releases of liens and other Encumbrances, other than PacifiCorp Permitted Encumbrances, from lenders or other parties applicable to the Idaho Power Acquired Assets in form and substance reasonably satisfactory to Idaho Power;

(viii)         Energization.  As of the Closing Date, the Hemingway Substation and the Populus Substation shall never have been energized to the bulk power electric transmission system; and

(ix)             No Material Adverse Effect.  Since the Effective Date, no Material Adverse Effect on Idaho Power or any of its Affiliates shall have occurred and be continuing.

(b)            PacifiCorp’s Conditions Precedent.  PacifiCorp’s obligation to sell and transfer to Idaho Power the Idaho Power Acquired Assets, and to purchase and acquire from Idaho Power the PacifiCorp Acquired Assets, and to take the other actions required to be taken by PacifiCorp at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived, in whole or in part, by PacifiCorp in writing):

(i)                 Accuracy of Representations.  Except as provided in Section 4.6, all representations and warranties made in this Agreement by Idaho Power that are qualified with respect to materiality (whether by reference to Material Adverse Effect or otherwise) are true and correct, and all representations and warranties made in this Agreement by Idaho Power that are not so qualified are true and correct in all material respects, in each case, as of the Closing Date by reference to the facts and circumstances then existing;

(ii)               Idaho Power’s Performance.  Idaho Power shall have complied in all material respects with all covenants and agreements made by it in Article IV to be performed prior to Closing;

(iii)             Delivery of Documents.  Each document and other item required to be delivered by Idaho Power pursuant to Section 2.10(a) shall have been delivered to PacifiCorp;

(iv)             Required Regulatory Approvals.  All Required Regulatory Approvals shall have been obtained and be in full force and effect, and the terms and conditions of the Required Regulatory Approvals, individually or in the aggregate, shall not have and shall not reasonably be expected to have a Material Adverse Effect on PacifiCorp or any of its Affiliates;

(v)               No Prohibition.  Neither the consummation nor the performance of the Contemplated Transaction shall, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, any Governmental Requirement or Governmental Authorization applicable to the Populus Substation or PacifiCorp or any of its Affiliates;

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(vi)             No Injunction.  No litigation or injunction shall be pending, threatened or reasonably likely to be commenced or issued (A) involving any challenge to, or seeking damages or other relief in connection with the Contemplated Transaction, (B) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with the Contemplated Transaction, or (C) imposing or seeking to impose material damages or sanctions directly arising out of the Contemplated Transaction on PacifiCorp or any of its Affiliates;

(vii)           Release of Liens.  Idaho Power shall have received all releases of liens and other Encumbrances, other than Idaho Power Permitted Encumbrances, from lenders or other parties applicable to the PacifiCorp Acquired Assets in form and substance reasonably satisfactory to PacifiCorp;

(viii)         Energization.  As of the Closing Date, the Hemingway Substation and the Populus Substation shall never have been energized to the bulk power electric transmission system; and

(ix)             No Material Adverse Effect.  Since the Effective Date, no Material Adverse Effect on PacifiCorp or any of its Affiliates shall have occurred and be continuing.

2.12          Release of Mortgage Liens or other Encumbrances.

(a)        As soon as reasonably practicable following the Closing, but in any event, not later than thirty (30) days after the Closing Date, Idaho Power will obtain a release of the lien of the Idaho Power Mortgage on the PacifiCorp Acquired Assets and the “Jointly-Developed Transmission Facilities,” as defined in the Hemingway Joint Ownership and Operating Agreement.  The release shall be in form and substance reasonably acceptable to PacifiCorp and Idaho Power will promptly provide a copy of such release to PacifiCorp.

(b)        As soon as reasonably practicable following the Closing, but in any event, not later than thirty (30) days after the Closing Date, Idaho Power will use Commercially Reasonable Efforts to obtain a modification of the Hemingway BLM Right-of-Way Grant to add PacifiCorp as a party thereto eligible to exercise all rights and benefits enjoyed by Idaho Power thereunder.  The modification shall be in form and substance reasonably acceptable to PacifiCorp, and Idaho Power will promptly provide to PacifiCorp a copy of the Hemingway BLM Right-of-Way Grant as so modified.

(c)        As soon as reasonably practicable following the Closing, but in any event, not later than thirty (30) days after the Closing Date, PacifiCorp will obtain a release of the lien of the PacifiCorp Mortgage on the Idaho Power Acquired Assets and the “Jointly-Developed Transmission Facilities,” as defined in the Populus Joint Ownership and Operating Agreement.  The release shall be in form and substance reasonably acceptable to Idaho Power and PacifiCorp will promptly provide a copy of such release to Idaho Power.

(d)         The obligations under this Section 2.12 shall continue in full force and effect notwithstanding the occurrence of the Closing.

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Article III
REPRESENTATIONS AND WARRANTIES

3.1              Representations and Warranties of Idaho Power.  As an inducement to PacifiCorp to enter into this Agreement and to consummate the Contemplated Transactions hereby, Idaho Power represents and warrants to PacifiCorp as follows:

(a)             It is duly formed, validly existing and in good standing under the laws of the State of Idaho.

(b)            It has all necessary corporate power and authority to execute and deliver this Agreement and each Related Document to which it will be a party and to perform its obligations under this Agreement and each such Related Document, and the execution and delivery of this Agreement and each Related Document to which it will be a party and the performance by it of this Agreement and each such Related Document have been duly authorized by all necessary corporate action on its part.

(c)             The execution and delivery of this Agreement and each Related Document to which it will be a party and the performance by it of this Agreement and each such Related Document do not and will not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.

(d)            This Agreement has been, and each Related Document to which it will be a party will be, duly and validly executed and delivered by it and constitutes, or will constitute upon execution, its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.

(e)             Schedule 3.1(e) lists all material Governmental Authorizations required by Governmental Requirements to have been obtained by it as of the date hereof in connection with the (i) due execution and delivery of, and performance by it of its obligations under, this Agreement and each Related Document to which it will be a party, and the consummation of the Contemplated Transactions, and (ii) the ownership, use and operation of the Hemingway Acquired Assets and the Populus Acquired Assets as these facilities are reasonably expected to be owned, used and operated in accordance with the provisions of the Hemingway Joint Ownership and Operating Agreement and the Populus Joint Ownership and Operating Agreement on the date such facilities enter commercial operation (collectively, the “Idaho Power Required Regulatory Approvals”).  Except as disclosed in Schedule 3.1(e), each of the Idaho Power Required Regulatory Approvals has been duly obtained or made and is valid, binding and in full force and effect.

(f)             Except as disclosed in Schedule 3.1(f), there are no material Liabilities related to the PacifiCorp Acquired Assets, whether or not required by GAAP to be disclosed in a balance sheet, other than the lien of the Idaho Power Mortgage on the PacifiCorp Acquired

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Assets, which will be released after Closing in accordance with Section 2.12(a) hereof.  Except as set forth on Schedule 3.1(f), Idaho Power does not have any obligations (absolute or contingent) related to the PacifiCorp Acquired Assets to provide funds on behalf of, or to guarantee any debt, liability or obligation of, any Person.

(g)            Except as set forth on Schedule 3.1(g), (i) Idaho Power owns good and marketable title to the PacifiCorp Acquired Assets and (ii) Idaho Power owns good and marketable title in fee or good and marketable leasehold title to the Hemingway Substation Site and there exists no Encumbrances (other than Idaho Power Permitted Encumbrances) applicable to the Hemingway Substation Site that would restrict the ownership, use or operation of the Hemingway Substation (as those facilities are reasonably expected to be operated in accordance with the provisions of the Hemingway Joint Ownership and Operating Agreement on the date the facilities enter commercial operation) or the grant of the Hemingway Easements provided for in the Hemingway Easement Agreement, and (iii) there exists no defaults or events which with the passage of time or the giving of notice or both would become a default) under the Hemingway BLM Right-of-Way Grant.

(h)            Environmental.

(i)                 Schedule 3.1(h)(i)-A sets forth a list of all material Environmental Permits held by Idaho Power for the operation of the PacifiCorp Acquired Assets.  Except as set forth on Schedule 3.1(h)(i)-B, (1) Idaho Power (to the extent related to the PacifiCorp Acquired Assets) is in compliance with all applicable Environmental Laws, (2) to Idaho Power’s Knowledge, Idaho Power possesses all Environmental Permits required under Environmental Laws for the operation of the PacifiCorp Acquired Assets (as these facilities are reasonably expected to be operated in accordance with the provisions of the Hemingway Joint Ownership and Operating Agreement on the date the facilities enter commercial operation) and is in compliance with such Environmental Permits; and (3) Idaho Power has received no written notice that any Environmental Permit required under Environmental Laws for the operation of the PacifiCorp Acquired Assets is subject to termination, modification or revocation.

(ii)               Except as set forth on Schedule 3.1(h)(ii), to Idaho Power’s Knowledge neither Idaho Power nor any Affiliate of Idaho Power has received within the last five (5) years and at any prior time, any written notice, report, request for information or other information regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the PacifiCorp Acquired Assets arising under or relating to Environmental Laws or regarding Hazardous Materials.

(iii)             Except as set forth on Schedule 3.1(h)(iii), (1) to Idaho Power’s Knowledge, Idaho Power has not caused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the PacifiCorp Acquired Assets that could form a basis for an Environmental Claim, and (2) Idaho Power has not received written notice of any Environmental Claims related to the PacifiCorp Acquired Assets that have not been fully and finally resolved and, to Idaho Power’s Knowledge, no such Environmental Claims are pending or threatened against Idaho Power.

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(iv)             Except as set forth on Schedule 3.1(h)(iv), to Idaho Power’s Knowledge there are and have been no underground storage tanks, and there are no asbestos-containing building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by Idaho Power or, to Idaho Power’s Knowledge, otherwise located on any of the PacifiCorp Acquired Assets.

(v)               Except as set forth on Schedule 3.1(h)(v), with respect to the PacifiCorp Acquired Assets, to Idaho Power’s Knowledge within the last five (5) years and at any prior time, Idaho Power has not assumed or retained, by contract or, to Idaho Power’s Knowledge, by operation of law, any obligation under any Environmental Law or concerning any Hazardous Materials with respect to the PacifiCorp Acquired Assets.

(vi)             Schedule 3.1(h)(vi) lists all of the material environmental reports relating to the PacifiCorp Acquired Assets that are in the possession or reasonable control of Idaho Power, copies of which have been made available to PacifiCorp.

(i)              [Intentionally omitted.]

(j)              No broker, finder, or other Person is entitled to any brokerage fees, commissions, or finder’s fees for which PacifiCorp could become liable or obligated in connection with the Contemplated Transactions by reason of any action taken by Idaho Power or its Affiliates.

(k)            Except as set forth in Schedule 3.1(k), Idaho Power does not own, or directly license from a third party, any Intellectual Property used in or necessary for the ownership, use and operation of the PacifiCorp Acquired Assets (as these facilities are reasonably expected to be operated in accordance with the provisions of the Hemingway Joint Ownership and Operating Agreement on the date the facilities enter commercial operation) in accordance with Good Utility Practice and Governmental Requirements that is not part of the PacifiCorp Acquired Assets.

(l)              Material Contracts.  Schedule 3.1(l) sets forth a true, accurate and complete list of each of the material contracts and other agreements to which Idaho Power or any of its Affiliates is a party and which provides for the design, engineering, procurement, construction, installation and/or commissioning of the Hemingway Substation Facilities (the “Hemingway Substation Facilities Contracts”).  Except as set forth on Schedule 3.1(l), to Idaho Power’s Knowledge, each of the Hemingway Substation Facilities Contracts is in full force and effect, and is valid, binding and enforceable in accordance with its terms.

3.2              Representations and Warranties of PacifiCorp.  As an inducement to Idaho Power to enter into this Agreement and to consummate the transactions contemplated hereby, PacifiCorp represents and warranties to Idaho Power as follows:

(a)             It is duly formed, validly existing and in good standing under the laws of the State of Oregon.

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(b)            It has all necessary corporate power and authority to execute and deliver this Agreement and each Related Document to which it will be a party and to perform its obligations under this Agreement and each such Related Document, and the execution and delivery of this Agreement and each Related Document to which it will be a party and the performance by it of this Agreement and each such Related Document have been duly authorized by all necessary corporate action on its part.

(c)             The execution and delivery of this Agreement and each Related Document to which it will be party and the performance by it of this Agreement and each such Related Document do not and will not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.

(d)            This Agreement has been, and each Related Document to which it will be a party will be, duly and validly executed and delivered by it and, constitutes, or will constitute upon execution, its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.

(e)             Schedule 3.2(e) lists all material Governmental Authorizations required by Governmental Requirements to have been obtained by it as of the date hereof in connection with the (i) due execution and delivery of, and performance by it of its obligations under, this Agreement and each Related Document to which it is a party, and the consummation of the Contemplated Transactions and (ii) the ownership, use and operation of the Hemingway Acquired Assets and the Populus Acquired Assets as those facilities are reasonably expected to be owned, used and operated in accordance with the provisions of the Hemingway Joint Ownership and Operating Agreement and the Populus Joint Ownership and Operating Agreement on the date such facilities enter commercial operation (collectively, the “PacifiCorp Required Regulatory Approvals”).  Except as disclosed in Schedule 3.2(e), each of the PacifiCorp Required Regulatory Approvals has been duly obtained or made and is valid, binding and in full force and effect.

(f)             Except as disclosed in Schedule 3.2(f), there are no material Liabilities related to the Idaho Power Acquired Assets, whether or not required by GAAP to be disclosed in a balance sheet, other than the lien of the PacifiCorp Mortgage on the Idaho Power Acquired Assets, which will be released after Closing in accordance with Section 2.12(b) hereof.  Except as set forth on Schedule 3.2(f), PacifiCorp does not have any obligations (absolute or contingent) related to the Idaho Power Acquired Assets to provide funds on behalf of, or to guarantee any debt, liability or obligation of, any Person.

(g)            Except as set forth on Schedule 3.2(g), (i) PacifiCorp owns good and marketable title to the Idaho Power Acquired Assets and (ii) PacifiCorp owns good and marketable title in fee to the Populus Substation Site and there exists no Encumbrances (other than PacifiCorp Permitted Encumbrances) applicable to the Populus Substation Site that would restrict the ownership, use or operation of the Populus Substation (as these facilities are reasonably expected to be operated in accordance with the provisions of the Populus Joint

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Ownership and Operating Agreement on the date the facilities enter commercial operation) or the grant of the Populus Easements provided for in the Populus Easement Agreement.

(h)            Environmental.

(i)                 Schedule 3.2(h)(i)-A sets forth a list of all material Environmental Permits held by PacifiCorp for the operation of the Idaho Power Acquired Assets.  Except as set forth on Schedule 3.2(h)(i)-B, (1) PacifiCorp (to the extent related to the Idaho Power Acquired Assets) is in compliance with all applicable Environmental Laws, (2) to PacifiCorp’s Knowledge, PacifiCorp possesses all Environmental Permits required under Environmental Laws for the operation of the Idaho Power Acquired Assets (as these facilities are reasonably expected to be operated in accordance with the provisions of the Populus Joint Ownership and Operating Agreement on the date the facilities enter commercial operation) and is in compliance with such Environmental Permits; and (3) PacifiCorp has received no written notice that any Environmental Permit required under Environmental Laws for the operation of the Idaho Power Acquired Assets is subject to termination, modification or revocation.

(ii)               Except as set forth on Schedule 3.2(h)(ii), to PacifiCorp’s Knowledge neither PacifiCorp nor any Affiliate of PacifiCorp has received within the last five (5) years and at any prior time, any written notice, report, request for information or other information regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Idaho Power Acquired Assets arising under or relating to Environmental Laws or regarding Hazardous Materials.

(iii)             Except as set forth on Schedule 3.2(h)(iii), (1) to PacifiCorp’s Knowledge, PacifiCorp has not caused any Release, and there is and has been no other Release from, in, on, beneath, or affecting the Idaho Power Acquired Assets that could form a basis for an Environmental Claim, and (2) PacifiCorp has not received written notice of any Environmental Claims related to the Idaho Power Acquired Assets that have not been fully and finally resolved and, to PacifiCorp’s Knowledge, no such Environmental Claims are pending or threatened against PacifiCorp.

(iv)             Except as set forth on Schedule 3.2(h)(iv), to PacifiCorp’s Knowledge there are and have been no underground storage tanks, and there are no asbestos-containing building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by PacifiCorp or, to PacifiCorp’s Knowledge, otherwise located on any of the Idaho Power Acquired Assets.

(v)               Except as set forth on Schedule 3.2(h)(v), with respect to the Idaho Power Acquired Assets, to PacifiCorp’s Knowledge within the last five (5) years and at any prior time, PacifiCorp has not assumed or retained, by contract or, to PacifiCorp’s Knowledge, by operation of law, any obligation under any Environmental Law or concerning any Hazardous Materials with respect to the Idaho Power Acquired Assets.

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(vi)             Schedule 3.2(h)(vi) lists all of the material environmental reports relating to the Idaho Power Acquired Assets that are in the possession or reasonable control of PacifiCorp, copies of which have been made available to Idaho Power.

(i)              [Intentionally omitted.]

(j)              No broker, finder, or other Person is entitled to any brokerage fees, commissions, or finder’s fees for which Idaho Power could become liable or obligated in connection with the Contemplated Transactions by reason of any action taken by PacifiCorp or its Affiliates.

(k)            Except as set forth in Schedule 3.2(k), PacifiCorp does not own, or directly license from a third party, any Intellectual Property used in or necessary for the ownership, use and operation of the Idaho Power Acquired Assets (as these facilities are reasonably expected to be operated in accordance with the provisions of the Populus Joint Ownership and Operating Agreement on the date the facilities enter commercial operation) in accordance with Good Utility Practice and Governmental Requirements that is not part of the Idaho Power Acquired Assets.

(l)              Material Contracts.  Schedule 3.2(l) sets forth a true, accurate and complete list of each of the material contracts and other agreements to which PacifiCorp or any of its Affiliates is a party and which provides for the design, engineering, procurement, construction, installation and/or commissioning of the Populus Substation Facilities (the “Populus Substation Facilities Contracts”).  Except as set forth on Schedule 3.1(l), to PacifiCorp’s Knowledge, each of the Populus Substation Facilities Contracts is in full force and effect, and is valid, binding and enforceable in accordance with its terms.

Article IV
COVENANTS

4.1              Conditions and Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each Party, at its own cost, will use Commercially Reasonable Efforts to effectuate the transactions contemplated by this Agreement and to fulfill all of the conditions to its obligations under this Agreement and will do all such acts and things as reasonably may be required to carry out its obligations hereunder and to consummate the transactions contemplated by this Agreement on or before May 5, 2010, including making or cooperating with the other Party in the making of applications for Required Regulatory Approvals.  Notwithstanding the foregoing, neither Party will be required in connection with any Required Regulatory Approvals to agree to any payment or any condition of approval imposed by a Governmental Entity that is not reasonably acceptable to it.

4.2              Filings with Governmental Entities.  Except for (a) the Idaho Power Required Regulatory Approvals initiated by Idaho Power prior to the Effective Date and listed in Schedule 4.2(a) and the (b) the PacifiCorp Required Regulatory Approvals initiated by PacifiCorp prior to the Effective Date and listed in Schedule 4.2(b), prior to Closing, each Party will provide prior written notice to the other Party before making any filing with, or initiating any discussion or

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proceeding with, any Governmental Entity in the course of obtaining any Required Regulatory Approvals from such Governmental Entities.  Prior to filing applications, pre-filed testimony or responses to data requests to any Governmental Entity in the course of obtaining any Required Regulatory Approvals from such Governmental Entities after the Effective Date, each Party will provide such materials to the other Party for its information.

4.3              Compliance.  Each Party shall comply with all Governmental Requirements and Governmental Authorizations applicable to it in connection with the Contemplated Transaction, except where non-compliance will not have a Material Adverse Effect on the other Party or any of its Affiliates.

4.4              Risk of Loss.

(a)             Hemingway Substation Facilities.  Idaho Power will bear the risk of loss or damage to the Hemingway Substation Facilities prior to the Effective Time of Closing.  From and after the Effective Time of Closing, the Parties will share in all Losses relating to the Hemingway Substation Facilities in accordance with the Hemingway Joint Ownership and Operating Agreement.

(b)            Populus Substation Facilities.  PacifiCorp will bear the risk of loss or damage to the Populus Substation Facilities prior to the Effective Time of Closing.  From and after the Effective Time of Closing, the Parties will share in all Losses relating to the Populus Substation Facilities in accordance with the Populus Joint Ownership and Operating Agreement.

4.5              Maintenance of Substation Facilities.

(a)             Hemingway Substation Facilities.  Prior to the Effective Time of Closing, Idaho Power, at its own cost and expense, will operate and maintain the Hemingway Substation Facilities, consistent with past practices and in accordance with Good Utility Practice, Governmental Requirements and Governmental Authorizations.  From and after the Effective Date of Closing, the Hemingway Substation Facilities shall be operated and maintained in accordance with the Hemingway Joint Ownership and Operating Agreement.

(b)            Populus Substation Facilities.  Prior to the Effective Time of Closing, PacifiCorp, at its own cost and expense, will operate and maintain the Populus Substation Facilities, consistent with past practices and in accordance with Good Utility Practice, Governmental Requirements and Governmental Authorizations.  From and after the Effective Time of Closing, the Populus Substation Facilities shall be operated and maintained in accordance with the Populus Joint Ownership and Operating Agreement.

4.6              Notice.  Each Party may notify the other Party in writing of any fact, circumstance or development known to it prior to Closing which at the time of notification causes any of its representations or warranties in this Agreement to be materially inaccurate.  Unless the other Party terminates this Agreement pursuant to Section 5.1, the written notice pursuant to this Section 4.6 will be deemed to have qualified the representations or warranties, to have amended any Schedule referenced in such Section, and to have caused any breach of representation or

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warranty that otherwise might have existed hereunder by reason of the fact, circumstance or development to be cured.  Upon request of the other Party, the Party providing notice of a material inaccuracy of any of its representations and warranties shall, if possible, provide reasonable assurances to the other Party, in writing, that it will be able to perform its obligations under this Agreement.

4.7              Disclosure.  Disclosure by a Party of any fact or item in any Schedule or Exhibit hereto shall be deemed to have been so disclosed in any other Schedule, Exhibit or representation or warranty made by such Party herein, provided disclosure of such fact or item on such Schedule or Exhibit contains disclosure of facts that would otherwise be required to be disclosed in such other Schedule, Exhibit or representation or warranty.

Article V
TERMINATION

5.1              Termination.  Except as to those provisions that are expressly intended to survive termination, this Agreement may be terminated at any time prior to the Closing:

(a)             by the Parties, if the Parties mutually agree in writing to terminate this Agreement;

(b)            by Idaho Power, if Idaho Power delivers a written notice to PacifiCorp that it is terminating this Agreement (including the date of termination of this Agreement, which shall not be earlier than any applicable cure period provided for below) because:

(i)                 one or more of the conditions set forth in Section 2.11(a) (to be specified in detail in such notice) cannot be met on or before the Outside Closing Date, and such condition or conditions have not been satisfied (or waived by Idaho Power) within thirty (30) days after the date such notice is delivered by Idaho Power to PacifiCorp, provided that such condition or conditions have not been satisfied as a result of Idaho Power’s default hereunder; or

(ii)               PacifiCorp has breached in a material respect one or more of its covenants or agreements contained in Article IV or one or more of its representations and warranties contained in Article III (to be specified in detail in such notice), and such breach has not been remedied (or waived by Idaho Power) within thirty (30) days after the date such notice is delivered by Idaho Power to PacifiCorp, provided that such breach has not occurred as a result of Idaho Power’s default hereunder; or

(iii)             PacifiCorp notifies Idaho Power pursuant to Section 4.6 of a material inaccuracy, and Idaho Power delivers its termination notice within ten (10) days of receipt of PacifiCorp’s notice;

(c)             by PacifiCorp, if PacifiCorp delivers a written notice to Idaho Power that it is terminating this Agreement (including the date of termination of this Agreement, which shall not be earlier than any applicable cure period provided for below) because:

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(i)                 one or more of the conditions set forth in Section 2.11(b) (to be specified in detail in such notice) cannot be met on or before the Outside Closing Date, and such condition or conditions have not been satisfied (or waived by PacifiCorp) within thirty (30) days after the date such notice is delivered by PacifiCorp to Idaho Power, provided that such condition or conditions have not been satisfied as a result of PacifiCorp’s default hereunder; or

(ii)               Idaho Power has beached in a material respect one or more of its covenants or agreements contained in Article IV or one or more of its representations and warranties contained in Article III (to be specified in detail in such notice), and such breach has not been remedied (or waived by PacifiCorp) within thirty (30) days after the date such notice is delivered by PacifiCorp to Idaho Power, provided that such breach has not occurred as a result of PacifiCorp’s default hereunder; or

(iii)             Idaho Power notifies PacifiCorp pursuant to Section 4.6 of a material inaccuracy, and PacifiCorp delivers its termination notice within ten (10) days of receipt of Idaho Power’s notice;

(d)            by either Party, if such Party delivers a written notice to the other Party that it is terminating this Agreement (including the date of termination of this Agreement, which shall not be earlier than the date the condition below has been satisfied) because a court of competent jurisdiction in the United States or any state has issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the Contemplated Transaction and such order, judgment or decree has become final and nonappealable; or

(e)             by either Party, if such Party delivers a written notice to the other Party that it is terminating this Agreement (including the date of termination of this Agreement, which shall not be earlier than the Outside Closing Date) because the Closing has not occurred on or before the Outside Closing Date, provided that the Closing has not occurred as a result of a default by the Party terminating this Agreement.

5.2              Effect of Early Termination.  In the event this Agreement is terminated by either or both of the Parties prior to Closing pursuant to Section 5.1, this Agreement will terminate and become wholly void and of no further force and effect, without further action by either Party, whereupon the liabilities of the Parties hereunder will terminate, and each Party and its Affiliates and Representative shall be fully released and discharged from any liability or obligation under or resulting from this Agreement, except as otherwise expressly provided in this Agreement.  If a Party terminates this Agreement prior to Closing pursuant to Section 5.1, such termination will be the sole remedy of such Party with respect to breaches of any representation, warranty, covenant or agreement contained in this Agreement prior to Closing, and neither Party shall have any other remedy or cause of action under or relating to this Agreement.

Article VI
INDEMNIFICATION

6.1              Survival of Representations and Warranties:  Notices of Claims.  The representations and warranties of the Parties contained in this Agreement will survive the

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Closing and will expire on the first anniversary of the Closing Date, except that (i) the representations and warranties in Sections 3.1(g), 3.1(h), 3.1(j), 3.2(g), 3.2(h) and 3.2(j) will survive the Closing and will expire upon the second anniversary of the Closing Date; provided that, any representation or warranty (and the indemnification obligations of the Parties with respect thereto) that would otherwise terminate in accordance with this Section 6.1 will continue to survive if notice for indemnification shall have been timely given under this Article VI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article VI.

6.2              Indemnification.

(a)             Idaho Power.  On the terms and subject to the conditions set forth in this Agreement, from and after the Closing, Idaho Power hereby agrees to indemnify, defend and hold harmless PacifiCorp and its Affiliates and Representatives from and against, and shall reimburse PacifiCorp with respect to, all Losses, whether or not involving a third-party Claim, resulting from or arising out of or in connection with:

(i)                 the breach in any material respect of any representation or warranty made by Idaho Power in this Agreement;

(ii)               the breach in any material respect by Idaho Power of any covenant or agreement contained in this Agreement to be performed by Idaho Power;

(iii)             the Idaho Power Excluded Liabilities; or

(iv)             all Environmental Claims and requirements of Environmental Law  with regard to Environmental Matters existing at the Hemingway Substation as of the Effective Time.

(b)            PacifiCorp.  On the terms and subject to the conditions set forth in this Agreement, from and after the Closing, PacifiCorp hereby agrees to indemnify, defend and hold harmless Idaho Power and its Affiliates and Representatives from and against, and shall reimburse Idaho Power with respect to, all Losses, whether or not involving a third-party Claim, resulting from or arising out of or in connection with:

(i)                 the breach in any material respect of any representation or warranty made by PacifiCorp in this Agreement;

(ii)               the breach in any material respect by PacifiCorp of any covenant or agreement contained in this Agreement to be performed by PacifiCorp;

(iii)             the PacifiCorp Excluded Liabilities; or

(iv)             all Environmental Claims and requirements of Environmental Law  with regard to Environmental Matters existing at the Populus Substation as of the Effective Time.

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6.3              Limitations on Indemnification.

(a)             A Party may assert a claim for indemnification pursuant to this Article VI only to the extent the Indemnified Party gives a notice to the Indemnifying Party specifying the factual basis of such claim in reasonable detail to the extent known to the notifying Party (i) for claims pursuant to Section 6.2(a)(i) or Section 6.2(b)(i), prior to the expiration of the applicable time period set forth in Section 6.1; (ii) for claims pursuant to Section 6.2(a)(ii), Section 6.2(a)(iii), Section 6.2(b)(ii) or Section 6.2(b)(iii), by the first anniversary of the Closing Date; and (iii) for claims pursuant to Section 6.2(a)(iv) or Section 6.2(b)(iv) by the expiration of the second anniversary of the Closing.  If any claim for indemnification is not made in accordance with Section 6.5 and the foregoing sentence by a Party on or prior to the applicable date set forth in Section 6.1 or this Section 6.3(a), the other Party’s indemnification obligations with respect thereto will be irrevocably and unconditionally released and waived.

(b)            Notwithstanding any provision to the contrary contained in this Agreement, neither Party shall have liability to the other Party pursuant to Section 6.2 unless and until the amount of such Losses, individually or in the aggregate, exceed two hundred fifty thousand dollars ($250,000) and then, only for the Losses above that amount.

(c)             Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of the indemnification obligation of Idaho Power under Section 6.2(a) to PacifiCorp and its Affiliates and Representatives shall not exceed an amount equal to the PacifiCorp Purchase Price.  Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of the indemnification obligation of PacifiCorp under Section 6.2(b) to Idaho Power and its Affiliates and Representatives shall not exceed an amount equal to the Idaho Power Purchase Price.

(d)            The Parties acknowledge and agree that if any Party has knowledge of a material failure of any condition set forth in Section 2.11 or of a material breach by the other Party of any representation or warranty or covenant or agreement contained in this Agreement, through disclosure by the other Party pursuant to Section 4.6 or because any Party is otherwise aware, to Idaho Power’s Knowledge or to PacifiCorp’s Knowledge, respectively, of any such material failure or material breach by the other Party, and such Party proceeds with the Closing, such Party shall be deemed to have waived such condition or breach (but then only to the extent of such Party’s knowledge at Closing) and such Party and its successors, assigns and Affiliates and Representatives shall not be entitled to be indemnified pursuant to this Article VI, to sue for damages or to assert any other right or remedy for any Losses reasonably relating to such condition or breach and such Party’s knowledge thereof at Closing, notwithstanding anything to the contrary contained herein or in any Related Document.

(e)             Notwithstanding anything contained in this Agreement to the contrary, except for the representations and warranties contained in this Agreement, neither Party nor its Affiliates, Representatives or any other Person is making any other express or implied representation or warranty with respect to the PacifiCorp Acquired Assets, the Idaho Power Acquired Assets, the PacifiCorp Assumed Obligations, the Idaho Power Assumed Obligations or the Contemplated Transactions and each Party disclaims and negates, and expressly waives,

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any other representations or warranties, express (whether made by the other Party or its Affiliates or Representatives) or implied, at common law, by statute or otherwise relating to the PacifiCorp Acquired Assets, the Idaho Power Acquired Assets, the PacifiCorp Assumed Obligations, the Idaho Power Assumed Obligations or the Contemplated Transactions, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS.  Any claims a Party may have pursuant to Sections 6.2(a)(i) and 6.2(b)(i) for breach of representation or warranty must be based solely on the representations and warranties of the other Party set forth in this Agreement.  In furtherance of the foregoing, except for the representations and warranties contained in this Agreement, each Party acknowledges and agrees that neither the other Party nor any of its Affiliates or Representatives will have or be subject to any liability to it or any of its Affiliates or Representatives for, and each Party hereby disclaims all liability and responsibility for, any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the other Party or any of the other Party’s Affiliates or Representatives.  EACH PARTY HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, THE PACIFICORP ACQUIRED ASSETS AND IDAHO POWER ACQUIRED ASSETS ARE BEING PURCHASED ON AN “AS IS, WHERE IS” BASIS.

(f)        Notwithstanding anything in this Section 6.3 to the contrary, except as otherwise may be ordered by a court of competent jurisdiction, the Indemnified Party shall bear its own costs, including counsel fees and expenses, incurred in connection with Claims against the Indemnifying Party hereunder that are not based upon Claims asserted by third parties.

6.4              Exclusive Remedies.  Idaho Power and PacifiCorp acknowledge and agree that, from and after the Closing, the sole and exclusive remedy for any breach or inaccuracy, or alleged breach or inaccuracy, of any representation or warranty in this Agreement or any covenant or agreement to be performed hereunder on or prior to the Closing Date or in respect of the other circumstances identified in Section 6.2(a)(iii), 6.2(a)(iv), 6.2(b)(iii) and 6.2(b)(iv), will be indemnification in accordance with this Article VI.  In furtherance of the foregoing, except to the extent provided under this Article VI, Idaho Power and PacifiCorp hereby waive, to the fullest extent permitted by applicable Governmental Requirements, any and all other rights, claims, and causes of action (including rights of contributions, if any) against the other Party that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any tort or breach of contract claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the other arising under or based upon any Governmental Requirement (including any such Governmental Requirement under or relating to environmental matters), common law, or otherwise.

6.5              Notice and Participation.

(a)             If a Party (an “Indemnified Party”) intends to seek indemnification under this Article VI with respect to any Claims for Losses, it shall give the other Party (the “Indemnifying Party”) prompt written notice of such Claims upon the receipt of actual knowledge or information by the Indemnified Party of any possible Claims or of the

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commencement of such Claims.  The Indemnifying Party shall have no liability under this Article VI for any Claim for which such notice is not provided, but only to the extent that the failure to give such notice materially impairs the ability of the Indemnifying Party to respond to or to defend the Claim.

(b)            The Indemnifying Party shall have the right to assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such proceeding include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are in conflict with those available to the Indemnifying Party and that such conflict materially prejudices the ability of the counsel selected by the Indemnifying Party to represent both Parties, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party, at the Indemnifying Party’s expense, to assert such legal defenses and to otherwise participate in the defense of such Claim on behalf of the Indemnified Party, and the Indemnifying Party shall be responsible for the reasonable fees and expenses of such separate counsel.

(c)             Should the Indemnified Party be entitled to indemnification under this Article VI as a result of a Claim by a third party, and should the Indemnifying Party fail to assume the defense of such Claim within a reasonable period of time after the Indemnifying Party has provided the Indemnifying Party written notice of such Claim, the Indemnified Party may, at the expense of the Indemnifying Party, contest or (with or without the prior consent of the Indemnifying Party) settle such Claim.

(d)            Except to the extent expressly provided herein, the Indemnified Party shall not settle any Claim with respect to which it has sought or is entitled to seek indemnification pursuant to this Article VI unless (i) it has obtained the prior written consent of the Indemnifying Party, or (ii) the Indemnifying Party has failed to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim.

(e)             Except to the extent expressly provided otherwise herein, the Indemnifying Party shall not settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section 6.5 without the prior written consent of the Indemnified Party; provided, however, that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such proceeding, which settlement includes a full release of the Indemnified Party for any and all liability with respect to such Claim, and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party’s reasonable legal fees and other costs related to the defense of the Claim paid or incurred prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party with respect to the Claim, or portion thereof, that is the subject of such settlement agreement.

6.6              Net Amount.  Subject to the limitations imposed by Section 6.5(e), if applicable, in the event that one Party is obligated to indemnify and hold the other Party harmless under this

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Article VI, the amount owing to the other Party shall be the amount of the other Party’s actual Claims, net of any insurance or other recovery actually received by such Party.

6.7              No Set-Off.  Neither Party shall have any right to set-off any indemnification obligations that either may have under this Article VI against any other obligations or amounts due to the other Party, including under any other provisions of this Agreement or under any other Related Document.

6.8              No Release of Insurers.  The provisions of this Article VI shall not be deemed or construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies.

6.9              Mitigation.  Each Party shall take Commercially Reasonable Efforts to mitigate all Claims after becoming aware of any event which could reasonably be expected to give rise to any Claims that are indemnifiable or recoverable hereunder or in connection herewith.

6.10          Survival of Obligation.  The duty to indemnify under this Article VI shall continue, subject to the terms and conditions provided in this Agreement, in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any Claim arising out of an event or condition which occurred or existed prior to such expiration or termination.

6.11          Limitation of Liability.  Neither Party shall be liable under this Agreement in any action at law or in equity, whether based on contract, tort, strict liability, indemnity or otherwise, for any special incidental, indirect, exemplary, punitive or consequential damages or losses, including any loss of revenue, income, claims of customers, profits or investment opportunities.

Article VII
MISCELLANEOUS PROVISIONS

7.1              Amendment and Modification.  This Agreement may be amended, modified, or supplemented only by written agreement executed by both Parties.

7.2              Waiver of Compliance; Consents.  Except as otherwise provided in this Agreement, any failure of either Party to comply with any obligation, covenant, agreement, or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

7.3              Notices.  Any notice, demand, request or other communication required or permitted to be given pursuant to this Agreement shall be in writing and signed by the Party giving such notice, demand, request or other communication and shall be hand delivered or sent by certified mail, return receipt requested, nationally or internationally recognized overnight courier to the other Party at the address set forth below:

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If to Idaho Power:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID 83702
	Attn:  N. Vernon Porter,
		Vice President, Engineering and Operations
	Telephone:   208-388-2850
If to PacifiCorp:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:    Director, Transmission Service
	Telephone:   503-813-6712

(b)            Each Party shall have the right to change the place to which any notice, demand, request or other communication shall be sent or delivered by similar notice sent in like manner to the other Party.  The effective date of any notice, demand, request or other communication issued pursuant to this Agreement shall be when:  (i) delivered to the address of the Party personally, by messenger, by a nationally or internationally recognized overnight delivery service or otherwise; or (ii) received or rejected by the Party, if sent by certified mail, return receipt requested, in each case, addressed to the Party at its address and marked to the attention of the person designated above (or to such other address or person as a Party may designate by notice to the other Party effective as of the date of receipt by such Party).

7.4              Assignment.  This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by either Party, without the prior written consent of the other Party.  No provision of this Agreement, other than Section 6.2, creates any rights, claims or benefits inuring to any Person that is not a Party hereto.

7.5              Governing Law; Exclusive Choice of Forum; Remedies.

(a)             This Agreement, the rights and obligations of the Parties under this Agreement, and any claim or controversy arising out of this Agreement (whether based on contract, tort, or any other theory), including all matters of construction, validity, effect, performance and remedies with respect to this Agreement, shall be governed by and interpreted, construed, and determined in accordance with, the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law).  Each Party irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Idaho, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Idaho for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue or process.

(b)            EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,

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ANY AND ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT.

7.6              Severability.  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

7.7              Entire Agreement.  This Agreement will be a valid and binding agreement of the Parties only if and when it is fully executed and delivered by the Parties, and until such execution and delivery no legal obligation will be created by virtue hereof.  This Agreement, together with the Schedules and Exhibits hereto and the Related Documents delivered under or in accordance herewith, embodies the entire agreement and understanding of the Parties hereto in respect of the Contemplated Transactions.  This Agreement and the Related Documents  supersede all prior agreements and understandings between the Parties with respect to such subject matter hereof.

7.8              Expenses.  Except as otherwise set forth in this Agreement, each Party shall bear its own expenses (including attorneys’ fees) incurred in connection with the preparation, negotiation, execution and performance of this Agreement and each other Related Document and the consummation of the Contemplated Transactions hereby and thereby.

7.9              Delivery.  This Agreement, and any Related Documents delivered under or in accordance herewith, may be executed in multiple counterparts (each of which will be deemed an original, but all of which together will constitute one and the same instrument), and may be delivered by electronic transmission, with originals to follow by overnight courier or certified mail (return receipt requested).

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the Parties has caused this Joint Purchase and Sale Agreement to be executed by its duly authorized officer as of the date first above written.

IDAHO POWER COMPANY

By: /s/ Dan B. Minor
Name:   Dan B. Minor
Title:  EVP, Operations

PACIFICORP

By:  /s/ Patrick Reiten
Name:  Patrick Reiten
Title:  President
                                                                             

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Exhibit A

Description of Hemingway Substation Facilities

Section I.  Description of Hemingway Substation Facilities.

The Hemingway Substation Facilities include all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the MPSN (Midpoint Substation) 1 and SMLK (Summer Lake) line terminals depart to the tap line segments.  The major equipment included in the Hemingway Substation Facilities consist of six 500kV breakers and one spare 500kV breaker (stored on location), seventeen 500kV airbreaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2.  Also included in the Hemingway Substation Facilities are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment.  The Hemingway Substation Facilities also include all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing Midpoint–Summer Lake Line.

STATION
QTY	Equipment Description	Item
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 2000Amp	206
1	Power Circuit Breaker, 550kV 2000Amp	204
1	Power Circuit Breaker, 550kV 2000Amp	204
10	Local Equipment Annunciator Units for Reactors and Breakers
1	Shunt Reactor, 317.5/550kV, 44.33	201-1

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	MVA
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Capacitor, 550kV 220MVAR Expandable to 330MVAR	203
13	Switch, Motor Operated Airbreak, 500kV 4000A	208
3	Switch, Motor Operated Airbreak, 500kV 2000A	209-1
1	Switch, Motor Operated Airbreak w/ GND Switch, 500kV 2000A	209-2
12	Capacitor Voltage Transformer, 500kV	211
6	Capacitor Voltage Transformer, 500kV w/ Carrier Accessories	212
6	Line Trap, 500kV 3000A	214-1
6	Line Tuner, Single Phase Units	214-2
12	Surge Arrestor, 318kV MCOV	215
6	Surge Arrestor, 144kV MCOV	238
138	Insulator, Station Post, 500kV 1800BIL	217
48	Insulator, Station Post, 500kV 1800BIL	218
153	Insulator, Suspension, Polymer 500kV Class	220
QTY	Structure Description	Item

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2	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-1
4	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-2
51	Steel Structure, 500kV 3-ph Airbreak Support	106-1
12	Steel Structure, 500kV CCVT Structure	107-1
6	Steel Structure, 500kV Line Trap Structure	107-2
9	Steel Structure, 500kV Surge Arrestor Structure	108
10	Steel Structure, 500kV Strain Bus A-Frame Structure	101
2	Steel Structure, 500kV Transfer Bus Structure, Reactor	103
2	Steel Structure, 500kV Transfer Bus Structure, Spare for Reactor	103
6	Steel Structure, 500kV 3-ph Bus Support, Future Airbreak Support	106-2
117	Steel Structure, Lally, 500kV 1-ph Low Bus Support	110
3	Steel Structure, Lally, 500kV 1-ph Low Bus Support	110
16	Steel Structure, Lally, 500kV 1-ph Low Bus Support	111
QTY	Conductor Description	Item
3,500 ft	Conductor, 6” Aluminum Pipe, Schedule 80, 6063-T6	300
3,500 ft	Conductor, 1590 ACSR (Dampening for 6” Bus)	303

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20,000 ft	Conductor, Strain Bus, 1780 ACSS “CHUKAR” 1.601 Diameter	304
6,750 ft	Conductor, 3/8” EHS Shield Wire	306
75,615 ft	Control Cable
QTY	Panel Description	P Number
1	Panel E9: SMLK 11-1 (Pri. #1 Relay)	5933
1	Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control)	5934
1	Panel E11: SMLK 11-3 (Pri. #3 Relay)	5935
1	Panel E12: SMLK L511 Protection & 511Z Control	5936
1	Panel E13: SMLK 511Z BF & Lockout	5937
1	Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action)	5947
1	Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2)	5953
1	Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2)	5954
1	Panel H9: MPSN#1 11-1 (Pri. #1 Relay)	5955
1	Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control)	5956
1	Panel H11: MPSN#1 11-3 (Pri. #3 Relay)	5957
1	Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control)	5966
1	Panel L14: C513 11-2 (Pri. #2 Relay)	5967
13	Panel Rack and Frames

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1	Intertie Cabinet EF2: SUMMER LAKE 500kV LINE (535A/536A/511Z/L511/CCVT’s)	5985
1	Intertie Cabinet GH@: MPSN #1 500kV LINE (538A/539A/CCVT’s)	5987
1	Intertie Cabinet KL2: MPSN #2 500kV LINE(FUTURE) / C513	5991
QTY	Foundation Description
156	Other structures (for Items 101, 103, 106-2, 100, 111)
6	Deadend Structures (for Items 100-1 and 100-2)
78	Equipment Structures
3	Reactor oil containment
370 ft	Fence, Capacitor Bank Barrier
6	Key Interlock for Capacitor Bank Barrier Fence
TAP
QTY	Line Material Description
8	Dead-end, Single Pole Tubular Steel w/ Foundation
2	Tangent, Single Pole Tubular Steel w/ Foundation
2406	Insulator, 10” 52-5 b&s 30k
6	Insulator, Horizontal Post 500kV

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40,500 ft		Conductor,  1272 ACSR 45/7 Bitten
8,500 ft		Overhead Ground Wire, 3/8 EHS Steel
	Section II.  [Intentionally omitted.]

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Exhibit B

Description of Populus Substation Facilities

Section I.  Description of Populus Substation Facilities.

The Populus Substation Facilities include all above ground 345kV structures, bus, breakers, capacitors, associated equipment and foundations as listed below.  The major equipment included in the Populus Substation Facilities consist of sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage transformers (CCVT), including all components associated with connection of the Bridger-Populus Transmission Lines (#s 1 and 2), the Populus–Borah Transmission Lines (#s 1 and 2), the Populus–Ben Lomond Transmission Lines (#s 1, 2 and 3) and the Populus–Kinport Transmission Line.

Transmission Line
Item		Description	Qnty
Dead End	Mono pole steel		10
Tangent	Mono pole steel		35
Dead End	Three pole steel		10
Substation
Item	Description		Qnty
345 kV breaker	362kV, 3000A, 50kA, Gas Filled, w/Pre-insertion Resistors 13
	322, 327, 328, 342, 343, 346, 347, 348, 362, 363, 366, 367, 368
345 kV breaker	362kV, 2000A, 50kA, Gas Filled, for shunt reactor		2
	R393, R392
345 kV breaker	362kV, 3000A, 50kA, Gas Filled, for Capacitor Bank		1
	C329
345 kV switch	362kV, 3000A, Vertical Break, W/Ground Switch (Line)		8
345 kV Switch	362kV, 3000A, Vertical Break (Breaker Isolation)		20
345 kV Switch	362kV, 2000A, Vertical Break (Capacitor & Reactor)		3

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345 kV Switch		362kV, 3000A, Vertical Break, W/Ground Switch	4
		382G, 352G, 383G, 353G
345 kV CCVT		1550KV BIL, 1800/3000:1, No Carrier Accessories	6
345 kV CCVT		1550KV BIL, 1800/3000:1, With Carrier Accessories	5
345 kV CT/VT		CT/VT Metering Units, 345kV	15
345 kV Capacitor
	Bank	362kV, 220/F275 MVar	1
345 kV Series
	Capacitor	347-262 kV, 1550 kV BIL	2
345 kV Reactors		362kV, 100MVA	2
Insulator		Station Post, 345kV	738
Insulator		Suspension, 345kV	48
Bus		Rigid and Wire Bus, Assemblies, and Connectors	1
Bus		Rigid & Wire Bus, Ass. & Connectors – 345kV Series Capacitor	2
Security		Security System, Conduit Installation	1
Communications		Power Line Carrier, With All Additional Equipment	5
Line Traps		345kV, 3000A	5
Lightning Arresters		345 kV, 212kV MCOV	24
Oil Containment		System and Foundation	1
Foundations		Concrete - Drilled Piers	5685 Yds
Steel		Structural Steel Supports	2374881 lbs.

Section II. [Intentionally omitted.]

EXECUTION COPY

Exhibit C

Hemingway Bill of Sale

THIS HEMINGWAY BILL OF SALE is made and entered into as of [__________], 2010 (this “Bill of Sale”) by Idaho Power Company, an Idaho corporation (“Idaho Power”), for the benefit of PacifiCorp, an Oregon corporation (“PacifiCorp”).  Capitalized terms used but not defined in this Bill of Sale shall have the meanings assigned to such terms in the Agreement (as defined below).

RECITALS

WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of [__________], 2010 (the “Agreement”), between Idaho Power and PacifiCorp, Idaho Power has agreed, subject to the terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to PacifiCorp, free and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to PacifiCorp’s Hemingway Ownership Interest in all of Idaho Power’s right, title and interest in, to, and under the Purchased Assets (as more fully described below); and

WHEREAS, pursuant to the Agreement, Idaho Power has agreed to enter into this Bill of Sale pursuant to which PacifiCorp’s Hemingway Ownership Interest in the Purchased Assets will be sold, transferred, assigned, conveyed, set over and delivered to PacifiCorp (as more fully described below).

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Idaho Power hereby agrees as follows:

1.         Sale.  Subject to the terms and conditions of the Agreement, including delivery of the consideration specified therein, Idaho Power does hereby sell, assign, convey, transfer and deliver to PacifiCorp, free and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to PacifiCorp’s Hemingway Ownership Interest in all of Idaho Power’s right, title, and interest in and to the Hemingway Substation Facilities (the “Purchased Assets”).

2.         Excluded Assets Not Assigned.  Notwithstanding anything expressed herein to the contrary, the Excluded Assets are specifically excluded from the Purchased Assets as provided in the Agreement and shall be retained by Idaho Power at and following the Closing.

3.         Further Assurances.  Idaho Power shall, from time to time after the delivery of this Bill of Sale, at PacifiCorp’s request and expense, prepare, execute and deliver to PacifiCorp such other instruments of conveyance and transfer and take such other action as PacifiCorp may reasonably request in order to sell, transfer, convey, assign and deliver and vest in PacifiCorp, its successors and assigns, title to and possession of PacifiCorp’s Hemingway Ownership Interest in the Hemingway Substation Facilities free and clear of all Encumbrances (except for Idaho Power

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Permitted Encumbrances) as provided in the Agreement and to further effect the purposes of this Bill of Sale.

4.         Relationship to Agreement; Construction.  This Bill of Sale is delivered pursuant to the Agreement.  This Bill of Sale and the provisions hereof are subject, in all respects, to the terms and conditions of the Agreement, including all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this Bill of Sale to the extent indicated in the Agreement.  To the extent that any of the Purchased Assets described herein are real property and not personal property, it is the intention of the Parties that such assets be transferred pursuant to the Hemingway Deed.  In the event of any conflict between the terms of the Agreement and the terms of this Bill of Sale, the terms of the Agreement shall prevail.

5.         No Waiver.  It is understood and agreed that nothing in this Bill of Sale shall constitute a waiver or release of any claims arising out of the contractual relationships between Idaho Power and PacifiCorp.

6.         No Third Party Beneficiary.  Nothing in this Bill of Sale, express or implied, is intended or shall be construed to confer upon, or give to, any person other than PacifiCorp, Idaho Power and their successors and permitted assigns any remedy or claim under or by reason of this Bill of Sale or any agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Bill of Sale shall be for the sole and exclusive benefit of PacifiCorp, Idaho Power and their successors and permitted assigns.

7.         Binding Effect.  This Bill of Sale and all of the provisions hereof shall be binding upon and shall inure to the benefit of Idaho Power, PacifiCorp and their respective successors and permitted assigns.

8.         Governing Law.  This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including matters of validity, construction, effect, performance and remedies.

9.         Severability.  Any term or provision of this Bill of Sale that is invalid or unenforceable in any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

10.       Counterparts.  This Bill of Sale may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Bill of Sale and all of which, when taken together, will be deemed to constitute one and the same agreement.

11.       Notices.  All notice, requests, demands and other communications under this Bill of Sale shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.

[Signature page follows]

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EXECUTION COPY

IN WITNESS WHEREOF, Idaho Power has caused its duly authorized representative to execute this Hemingway Bill of Sale as of the date first above written.

IDAHO POWER COMPANY

By: ________________________
Name:
Title:

EXECUTION COPY

Exhibit D

Populus Bill of Sale

THIS POPULUS BILL OF SALE is made and entered into as of [__________], 2010 (this “Bill of Sale”) by PacifiCorp, an Oregon corporation (“PacifiCorp”), for the benefit of Idaho Power Company, an Idaho corporation (“Idaho Power”).  Capitalized terms used but not defined in this Bill of Sale shall have the meanings assigned to such terms in the Agreement (as defined below).

RECITALS

WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of [__________], 2010 (the “Agreement”), between PacifiCorp and Idaho Power, PacifiCorp has agreed, subject to the terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to Idaho Power, free and clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to Idaho Power’s Populus Ownership Interest in all of PacifiCorp’s right, title and interest in, to, and under the Purchased Assets (as more fully described below); and

WHEREAS, pursuant to the Agreement, PacifiCorp has agreed to enter into this Bill of Sale pursuant to which Idaho Power’s Populus Ownership Interest in the Purchased Assets will be sold, transferred, assigned, conveyed, set over and delivered to Idaho Power (as more fully described below).

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PacifiCorp hereby agrees as follows:

1.         Sale.  Subject to the terms and conditions of the Agreement, including delivery of the consideration specified therein, PacifiCorp does hereby sell, assign, convey, transfer and deliver to Idaho Power, free and clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to Idaho Power’s Populus Ownership Interest in all of PacifiCorp’s right, title, and interest in and to the Populus Substation Facilities (the “Purchased Assets”).

2.         Excluded Assets Not Assigned.  Notwithstanding anything expressed herein to the contrary, the Excluded Assets are specifically excluded from the Purchased Assets as provided in the Agreement and shall be retained by PacifiCorp at and following the Closing.

3.         Further Assurances.  PacifiCorp shall, from time to time after the date hereof, at Idaho Power’s request and expense, prepare, execute and deliver to Idaho Power such other instruments of conveyance and transfer and take such other action as Idaho Power may reasonably request in order to sell, transfer, convey, assign and deliver and vest in Idaho Power, its successors and assigns, title to and possession of Idaho Power’s Populus Ownership Interest in the Populus Substation Facilities free and clear of all Encumbrances (except for PacifiCorp

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Permitted Encumbrances) as provided in the Agreement and to further effect the purposes of this Bill of Sale.

4.         Relationship to Agreement; Construction.  This Bill of Sale is delivered pursuant to the Agreement.  This Bill of Sale and the provisions hereof are subject, in all respects, to the terms and conditions of the Agreement, including all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this Bill of Sale to the extent indicated in the Agreement.  To the extent that any of the Purchased Assets described herein are real property and not personal property, it is the intention of the Parties that such assets be transferred pursuant to the Populus Deed.  In the event of any conflict between the terms of the Agreement and the terms of this Bill of Sale, the terms of the Agreement shall prevail.

5.         No Waiver.  It is understood and agreed that nothing in this Bill of Sale shall constitute a waiver or release of any claims arising out of the contractual relationships between PacifiCorp and Idaho Power.

6.         No Third Party Beneficiary.  Nothing in this Bill of Sale, express or implied, is intended or shall be construed to confer upon, or give to, any person other than Idaho Power, PacifiCorp and their successors and permitted assigns any remedy or claim under or by reason of this Bill of Sale or any agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Bill of Sale shall be for the sole and exclusive benefit of Idaho Power, PacifiCorp and their successors and permitted assigns.

7.         Binding Effect.  This Bill of Sale and all of the provisions hereof shall be binding upon and shall inure to the benefit of PacifiCorp, Idaho Power and their respective successors and permitted assigns.

8.         Governing Law.  This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including matters of validity, construction, effect, performance and remedies.

9.         Severability.  Any term or provision of this Bill of Sale that is invalid or unenforceable in any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

10.       Counterparts.  This Bill of Sale may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Bill of Sale and all of which, when taken together, will be deemed to constitute one and the same agreement.

11.       Notices.  All notice, requests, demands and other communications under this Bill of Sale shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.

[Signature page follows]  

D-2

EXECUTION COPY

IN WITNESS WHEREOF, PacifiCorp has caused its duly authorized representative to execute this Populus Bill of Sale as of the date first above written.

PACIFICORP

By: ________________________
Name:
Title:

EXECUTION COPY

Exhibit E

Hemingway Assignment and Assumption Agreement

This HEMINGWAY ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”), dated as of this ___ day of ________, 2010, is entered into by and between Idaho Power Company, an Idaho corporation (“Idaho Power”), and PacifiCorp, an Oregon corporation (“PacifiCorp”).  Capitalized terms used but not defined in this Assignment Agreement shall have the meanings assigned to such terms in the Agreement (as defined below).

WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of [__________], 2010 (the “Agreement”), between Idaho Power and PacifiCorp, (a) Idaho Power has agreed, subject to the terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to PacifiCorp, free and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to PacifiCorp’s Hemingway Ownership Interest in all of Idaho Power’s right, title and interest in, to, and under the Hemingway Transferable Permits, but excluding the Idaho Power Excluded Assets and (b) PacifiCorp has agreed to purchase and accept the same from Idaho Power.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PacifiCorp and Idaho Power hereby agrees as follows:

1.         Assignment of Hemingway Transferable Permits.  Subject to the terms and conditions of the Agreement, Idaho Power hereby assigns, transfers, sets over, delivers and otherwise conveys to PacifiCorp and its successors and assigns forever, free and clear of all Encumbrances (other than Idaho Power Permitted Encumbrances), an undivided ownership interest equal to PacifiCorp’s Hemingway Ownership Interest in all of Idaho Power’s right, title, and interest in, to, and under the Hemingway Transferable Permits, to have and to hold with each and every one of the rights, privileges and appurtenances thereto belonging or in any wise appertaining thereto.  For the avoidance of doubt, Idaho Power is not assigning to PacifiCorp any interest in assets other than the Hemingway Transferable Permits.  Without limiting the generality of the foregoing sentence, Idaho Power is not assigning or otherwise transferring to PacifiCorp any portion of the Idaho Power Excluded Assets.

2.         Acceptance and Assumption of Hemingway Transferable Permits.  Subject to the terms and conditions of the Agreement, PacifiCorp hereby accepts and assumes and agrees to perform and observe, to the extent of PacifiCorp’s Hemingway Ownership Interest, Idaho Power’s rights, obligations, duties and liabilities under the Hemingway Transferable Permits, to the extent allocable to any period on or after the Closing.  From and after the Closing Date, PacifiCorp is and shall be bound by, and shall enjoy, to the extent of PacifiCorp’s Hemingway Ownership Interest, the benefits of, the Hemingway Transferable Permits, pursuant to the terms and conditions of thereof.

3.         Reliance.  Any individual, partnership, corporation or other entity may rely, without further inquiry, upon the powers and rights herein granted to PacifiCorp and upon any notarization, certification, verification or affidavit by any notary public of any State relating to

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the authorization, execution and delivery of this Assignment Agreement or to the authenticity of any copy, conformed or otherwise, hereof.

4.         Relationship to Agreement.  This Assignment Agreement is delivered pursuant to the Agreement.  This Assignment Agreement and the provisions hereof are subject, in all respects, to the terms and conditions of the Agreement, including all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this Assignment Agreement to the extent indicated in the Agreement.  In the event of any conflict between the terms of the Agreement and the terms of this Assignment Agreement, the terms of the Agreement shall prevail.

5.         No Waiver.  It is understood and agreed that nothing in this Assignment Agreement shall constitute a waiver or release of any claims arising out of the contractual relationships between Idaho Power and PacifiCorp.

6.         No Third Party Beneficiary.  Nothing in this Assignment Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person other than PacifiCorp, Idaho Power and their successors and permitted assigns any remedy or claim under or by reason of this Assignment Agreement or any agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Assignment Agreement shall be for the sole and exclusive benefit of PacifiCorp, Idaho Power and their successors and permitted assigns.

7.         Binding Effect.  This Assignment Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of Idaho Power, PacifiCorp and their respective successors and permitted assigns.

8.         Governing Law.  This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including matters of validity, construction, effect, performance and remedies.

9.         Severability.  Any term or provision of this Assignment Agreement that is invalid or unenforceable in any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

10.       Counterparts.  This Assignment Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Assignment Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

11.       Notices.  All notice, requests, demands and other communications under this Assignment Agreement shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.

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12.       No Amendment.  No amendment to the terms and conditions of this Assignment Agreement shall be valid and binding on PacifiCorp or Idaho Power unless made in writing and signed by an authorized representative of each of them.

[Signature page follows]  

 E-3

EXECUTION COPY

IN WITNESS WHEREOF, each of PacifiCorp and Idaho Power has caused its duly authorized representative to execute this Hemingway Assignment and Assumption Agreement as of the date first above written.

IDAHO POWER COMPANY

By: ________________________
Name:
Title:

PACIFICORP

By: ________________________
Name:
Title:

EXECUTION COPY

Exhibit F

Populus Assignment and Assumption Agreement

This POPULUS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”), dated as of this ___ day of ________, 2010, is entered into by and between Idaho Power Company, an Idaho corporation (“Idaho Power”), and PacifiCorp, an Oregon corporation (“PacifiCorp”).  Capitalized terms used but not defined in this Assignment Agreement shall have the meanings assigned to such terms in the Agreement (as defined below).

WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of [__________], 2010 (the “Agreement”), between PacifiCorp and Idaho Power, (a) PacifiCorp has agreed, subject to the terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to Idaho Power, free and clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances), an undivided ownership interest equal to Idaho Power’s Populus Ownership Interest in all of PacifiCorp’s right, title and interest in, to, and under the Populus Transferable Permits, but excluding the PacifiCorp Excluded Assets and (b) Idaho Power has agreed to purchase and accept the same from PacifiCorp.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Idaho Power and PacifiCorp hereby agrees as follows:

1.         Assignment of Populus Transferable Permits.  Subject to the terms and conditions of the Agreement, PacifiCorp hereby assigns, transfers, sets over, delivers and otherwise conveys to Idaho Power and its successors and assigns forever, free and clear of all Encumbrances (other than PacifiCorp Permitted Encumbrances), an undivided ownership interest equal to Idaho Power’s Populus Ownership Interest in all of PacifiCorp’s right, title, and interest in, to, and under the Populus Transferable Permits  For the avoidance of doubt, PacifiCorp is not assigning to Idaho Power any interest in assets other than the Populus Transferable Permits.  Without limiting the generality of the foregoing sentence, PacifiCorp is not assigning or otherwise transferring to Idaho Power any portion of the PacifiCorp Excluded Assets.

2.         Acceptance and Assumption of Populus Transferable Permits.  Subject to the terms and conditions of the Agreement, Idaho Power hereby accepts and assumes and agrees to perform and observe, to the extent of Idaho Power’s Populus Ownership Interest, PacifiCorp’s rights, obligations, duties and liabilities under the Populus Transferable Permits, to the extent allocable to any period on or after the Closing.  From and after the Closing Date, Idaho Power is and shall be bound by, and shall enjoy, to the extent of Idaho Power’s Populus Ownership Interest, the benefits of, the Populus Transferable Permits, pursuant to the terms and conditions of thereof.

3.         Reliance.  Any individual, partnership, corporation or other entity may rely, without further inquiry, upon the powers and rights herein granted to Idaho Power and upon any notarization, certification, verification or affidavit by any notary public of any State relating to the authorization, execution and delivery of this Assignment Agreement or to the authenticity of any copy, conformed or otherwise, hereof.

EXECUTION COPY

4.         Relationship to Agreement.  This Assignment Agreement is delivered pursuant to the Agreement.  This Assignment Agreement and the provisions hereof are subject, in all respects, to the terms and conditions of the Agreement, including all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this Assignment Agreement to the extent indicated in the Agreement.  In the event of any conflict between the terms of the Agreement and the terms of this Assignment Agreement, the terms of the Agreement shall prevail.

5.         No Waiver.  It is understood and agreed that nothing in this Assignment Agreement shall constitute a waiver or release of any claims arising out of the contractual relationships between PacifiCorp and Idaho Power.

6.         No Third Party Beneficiary.  Nothing in this Assignment Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person other than Idaho Power, PacifiCorp and their successors and permitted assigns any remedy or claim under or by reason of this Assignment Agreement or any agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Assignment Agreement shall be for the sole and exclusive benefit of Idaho Power, PacifiCorp and their successors and permitted assigns.

7.         Binding Effect.  This Assignment Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of PacifiCorp, Idaho Power and their respective successors and permitted assigns.

8.         Governing Law.  This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including matters of validity, construction, effect, performance and remedies.

9.         Severability.  Any term or provision of this Assignment Agreement that is invalid or unenforceable in any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

10.       Counterparts.  This Assignment Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Assignment Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

11.       Notices.  All notice, requests, demands and other communications under this Assignment Agreement shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.

12.       No Amendment.  No amendment to the terms and conditions of this Assignment Agreement shall be valid and binding on Idaho Power or PacifiCorp unless made in writing and signed by an authorized representative of each of them.

[Signature page follows]                           

EXECUTION COPY

IN WITNESS WHEREOF, each of Idaho Power and PacifiCorp has caused its duly authorized representative to execute this Populus Assignment and Assumption Agreement as of the date first above written.

PACIFICORP

By: ________________________
Name:
Title:

IDAHO POWER COMPANY

By: ________________________
Name:
Title:

Exhibit G

Form of Hemingway Joint Ownership and Operating Agreement

This Hemingway Joint Ownership and Operating Agreement, dated this __ day of ____, 2010 (the “Execution Date”), is between Idaho Power Company, an Idaho corporation, acting in its regulated transmission provider function (“Idaho Power”), and PacifiCorp, an Oregon corporation, acting in its regulated transmission provider function (“PacifiCorp”).  Each of Idaho Power and PacifiCorp are sometimes hereinafter referred to individually as “Owner” and collectively as “Owners”.

RECITALS:

WHEREAS, Idaho Power owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the Hemingway substation (the “Hemingway Substation”) which Idaho Power is currently constructing approximately 10 miles southwest of Melba, Idaho to provide additional transfer capability for power to serve Idaho Power’s retail and wholesale customers, including power to serve Idaho Power’s Treasure Valley electric load, and to provide line terminal connections for additional transmission lines including the Gateway West Transmission Project and Boardman-Hemingway Project;

WHEREAS, PacifiCorp owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the Midpoint-Summer Lake Line (as defined below) which is located near the Hemingway Substation;

WHEREAS, Idaho Power and PacifiCorp believe that interconnecting the Idaho Power Transmission System at the Hemingway Substation with the PacifiCorp Transmission System on the Midpoint-Summer Lake Line will benefit both of the Owners and their customers;

WHEREAS, Idaho Power and PacifiCorp are parties to that certain Joint Purchase and Sale Agreement, dated as of April 30, 2010 (the “JPSA”), pursuant to which Idaho Power has sold to PacifiCorp and PacifiCorp has purchased from Idaho Power an undivided ownership interest in certain transmission and interconnection equipment and facilities at the Hemingway Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that were installed at the Hemingway Substation on or before the Closing Date, the “Transferred Transmission Facilities”);

WHEREAS, Idaho Power individually owns additional equipment and facilities at the Hemingway Substation that serve the Idaho Power Transmission System and will not be part of the Transmission Facilities (as defined below), but that Idaho Power will make available to support the operation of the Transmission Facilities (as further described in Section II of Exhibit A, the “Common Facilities”);

WHEREAS, Idaho Power individually owns additional equipment and facilities at the Hemingway Substation that will not be part of the Transmission Facilities, jointly owned by the

 Parties, or part of the Common Facilities used to support the operation of the Transmission Facilities (the “Idaho Power Individually-Owned Hemingway Facilities”); and

WHEREAS, PacifiCorp and Idaho Power desire to memorialize the terms and conditions by which they will: (i) construct and commission additional transmission and interconnection equipment and facilities at the Hemingway Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that had not been installed at the Hemingway Substation on or before the Closing Date, the “Jointly-Developed Transmission Facilities”); (ii) jointly own and develop the Transferred Transmission Facilities and the Jointly-Developed Transmission Facilities (collectively, the “Transmission Facilities”), (iii) operate and maintain the Transmission Facilities; (iv) interconnect the Idaho Power Transmission System and the PacifiCorp Transmission System at the Hemingway Substation; and (v) establish the obligations of the Operator (as defined below) with respect to compliance with Reliability Standards (as defined below) applicable to the Transmission Facilities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PacifiCorp and Idaho Power agree as follows:

ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION

1.01     Definitions.  Unless the context otherwise requires, the following capitalized terms have the meanings given to them below:

“Affected Party” has the meaning given to such term in Section 11.01.

“Affected System” has the meaning given to such term in the applicable Owner’s OATT.

“Affected System Operator” has the meaning given to such term in the applicable Owner’s OATT.

“Affiliate” means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided, however, that in the case of PacifiCorp, “Affiliate” means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries.  For the purposes of this definition, “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (i) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (ii) the right to direct the policies or operations of such Person.

“Agreement” means this Joint Ownership and Operating Agreement (including all Exhibits attached hereto), as the same may be amended and supplemented from time to time in accordance with the terms hereof.

“Amendment” has the meaning given to such term in Section 7.01(a).

“Approved Courts” has the meaning given to such term in Section 18.04.

“Bankrupt” means, with respect to any Person, that such Person:   (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.

“Business Days” means any day except a Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.

“Capacity Share” has the meaning given to such term in Section 4.02.

“Capital Upgrade Notice” has the meaning given to such term in Section 7.01.

 “Claims” has the meaning given to such term in Section 14.01(a).

“Closing Date” has the meaning given to such term in the JPSA.

“Code” has the meaning given to such term in Section 17.02.

“Commercially Reasonable Efforts” means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).

“Common Facilities” has the meaning given to such term in the recitals.

“Construction Budget” has the meaning given to such term in Section 3.05(b).

“Construction Costs” has the meaning given to such term in Section 3.05(a).

“Construction Costs Cap” has the meaning given to such term in Section 3.05(b).

“Construction Project” has the meaning given to such term in Section 3.01(a).

“Continuing Owner” has the meaning given to such term in Section 8.03.

“Costs” means, with respect to the Operator’s construction of facilities pursuant to this Agreement, including the Transmission Facilities and capital upgrades and improvements thereto, or such construction on behalf of the Operator, the Operator’s actual cost of (i) preliminary surveys and investigations and property acquisitions in connection with such

facilities and (ii) the development, design, engineering, procurement and construction of such facilities, including an allowance for funds used during construction and applicable overheads determined in accordance with the Operator’s customary practices, as calculated in accordance with FERC’s Uniform System of Accounts.

“Damaged Facilities” has the meaning given to such term in Section 8.01.

“Damage Notice” has the meaning given to such term in Section 8.01.

“Decommissioning Notice” has the meaning given to such term in Section 9.03.

“Defaulting Owner” has the meaning given to such term in Section 12.01.

“Delegate” has the meaning given to such term in Section 5.04.

“Dispute” has the meaning given to such term in Section 18.01.

“Dispute Notice” has the meaning given to such term in Section 18.02.

“Disputing Party” has the meaning given to such term in Section 18.02.

“Electing Owner” has the meaning given to such term in Section 7.01(a).

“Event of Default” has the meaning given to such term in Section 12.01.

“Execution Date” has the meaning given to such term in the preamble.

“Executive(s)” has the meaning given to such term in Section 18.03(a).

“FERC” means the Federal Energy Regulatory Commission.

“FERC Methodology” has the meaning given to such term in Section 5.08(b).

“FERC Uniform System of Accounts” means the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Jurisdiction of the Federal Power Act prescribed by FERC, and codified as of the Execution Date at 18 C.F.R. Part 101, as the same may be amended from time to time.

“Force Majeure” has the meaning given to such term in Section 11.01.

“Good Utility Practice” means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition.  Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or

acts generally accepted in the region, including those practices required by Federal Power Act section 215(a)(4), 16 U.S.C. § 824o(a)(4)(2006).

“Governmental Authority” means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power, including FERC, NERC or any regional reliability council; or any court or governmental tribunal, in each case, having jurisdiction over either Owner (including Idaho Power in its capacity as Operator) or any of its Affiliates or the ownership, use, operation and maintenance, repair and reconstruction, or retirement and decommissioning of all or a portion of the Transmission Facilities.

“Governmental Authorizations” means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Authority.

“Governmental Requirements” means all laws, statutes, ordinances, rules, regulations, codes, and similar acts or promulgations or other legally enforceable requirements of any Governmental Authority.

“Hemingway Access Easement Agreement” means the Hemingway Access Easement Agreement, dated as of approximately even date herewith, entered into by Idaho Power and PacifiCorp.

“Hemingway Substation” has the meaning given to such term in the recitals.

“Hemingway-Summer Lake Line” means, beginning on the date the Interconnection is energized, the 500 kV transmission line extending from the Hemingway Substation to its terminus at the Summer Lake Substation.

“Idaho Power” has the meaning given to such term in the preamble.

“Idaho Power Transmission System” means the transmission facilities owned, controlled or operated by Idaho Power that are used to transmit electricity to Idaho Power’s retail and wholesale electric service customers.

“Idaho Power Individually-Owned Hemingway Facilities” has the meaning given to such term in the recitals.

“Indemnified Party” has the meaning given to such term in Section 14.01(a).

“Indemnifying Party” has the meaning given to such term in Section 14.01(a).

“Interconnection” means the interconnection of the Hemingway Substation with (i) the Midpoint-Hemingway Line, (ii) the Hemingway-Summer Lake Line, and (iii) the Hemingway 500/230 kV transformer at the Point of Interconnection, in each case, as more specifically described in the diagrams set forth in Exhibit G.

“Interconnection Customer” has the meaning given to such term in the applicable Owner’s OATT.

“Interconnection Owner” has the meaning given to such term in Section 6.03.

“Interrupting Owner” has the meaning given to such term in Section 10.05(c).

“Jointly-Developed Transmission Facilities” has the meaning given to such term in the recitals.

“JPSA” has the meaning given to such term in the recitals.

“Losses” mean any and all damages and losses, deficiencies, liabilities, taxes, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided, however, that in no event shall Losses include lost profits or damages and losses excluded under Section 14.08.

“Manager” has the meaning given to such term in Section 18.03(a).

“Metering Equipment” means all metering facilities and equipment to be constructed and installed as part of the Transmission Facilities, as further described in Exhibit A.

“Midpoint Substation” means the existing substation near Jerome, Idaho owned by PacifiCorp.

“Midpoint-Hemingway Line” means, beginning on the date the Interconnection is energized, the 500 kV transmission line extending from the Midpoint Substation to its terminus at the Hemingway Substation.

“Midpoint-Summer Lake Line” means (i) with respect to the period beginning on the Execution Date and continuing up to but not including the date the Interconnection is energized, the existing 500 kV transmission line extending from the Midpoint Substation to the Summer Lake Substation, and (ii) with respect to the period beginning on the date the Interconnection is energized through the Term, the Midpoint-Hemingway Line and the Hemingway-Summer Lake Line.

“Monthly Common Facilities Charge” has the meaning set forth in Exhibit F.

“Monthly Transmission Facilities O&M Charge” has the meaning set forth in Exhibit F.

“NERC” means the North American Electric Reliability Council.

“Non-Defaulting Owner” means an Owner that is not a Defaulting Owner.

“Non-Operating Owner” means PacifiCorp.

“OATT” means, with respect to each Owner, the Owner’s Open Access Transmission Tariff on file with FERC.

“Operator” means Idaho Power Company, in its capacity as Operator under this Agreement.

“Other Costs” has the meaning given to such term in Section 5.08(a).

“Other Costs Records” has the meaning given to such term in Section 5.06(b).

“Owner” and “Owners” has the meaning given to such term in the preamble.

“Ownership Interest” means the tenant-in-common undivided ownership interest of an Owner in the Transmission Facilities which is set forth on Exhibit C, as the same may be adjusted from time to time pursuant to Exhibit C.

“PacifiCorp” has the meaning given to such term in the preamble.

“PacifiCorp Transmission System” means the transmission facilities owned, controlled or operated by PacifiCorp that are used to transmit electricity to PacifiCorp’s retail and wholesale electric service customers.

“Party” means Idaho Power or PacifiCorp individually, and “Parties” means Idaho Power and PacifiCorp collectively.

“Person” means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other form of entity.

“Point of Interconnection” means the points of interconnection between the Transmission Facilities and each of the Owners’ Transmission Systems, as described in the diagrams set forth in Exhibit G.

“Proprietary Information” has the meaning given to such term in Section 15.06.

“Qualified Owner” means an Owner that has an OATT on file with FERC under which it is authorized to provide transmission service on its transmission system.

“Reduction Event” has the meaning given to such term in Section 6.02.

“Regulations” has the meaning given to such term in Section 17.02.

“Reliability Standards” means all reliability criteria for system users established by WECC or such other regional or national standard setting body with authority to promulgate or set such criteria (including NERC’s reliability standards), as such criteria may be adopted or modified from time to time.

“Remaining Owner” has the meaning given to such term in Section 9.03.

“Representatives” means, in respect of an Owner or Operator, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Owner or Operator.

“Rights-of-Way” means all rights-of-way, easements and other interests (including fee interests) in real property on which the Transmission Facilities are or will be constructed that are owned by Idaho Power or its Affiliates.

“Summer Lake Substation” means the existing substation near Summer Lake, Oregon owned by PacifiCorp.

“Tap Line Upgrades” has the meaning given to such term in Section 7.01(f).

“Tax Indemnifying Party” has the meaning given to such term in Section 17.04.

“Tax Indemnitee Party” has the meaning given to such term in Section 17.04.

“Taxes” has the meaning given to such term in Section 17.03.

“Term” has the meaning given to such term in Section 2.03.

“Transferee” has the meaning given to such term in Section 15.01.

“Transferor” has the meaning given to such term in Section 15.01.

“Transferred Transmission Facilities” has the meaning given to such term in the recitals.

“Transmission Facilities” has the meaning given to such term in the recitals.

“Transmission Facilities Contracts” means (i) the “Hemingway Substation Facilities Contracts” as defined in the JSPA, (ii) the Right-of-Way Grant IDI-36034 from the United States Department of Interior, Bureau of Land Management to Idaho Power, dated as of June 4, 2009, with respect to portions of the Hemingway Substation site, and (iii) each agreement, instrument or other contract relating to or in connection with the Transmission Facilities that the Operator enters into pursuant to this Agreement.

“Transmission System” means, in the case of Idaho Power, the Idaho Power Transmission System, and, in the case of PacifiCorp, the PacifiCorp Transmission System.

“Unauthorized Use” means the unauthorized use of the generation or transmission facilities of any other Person.

“WECC” means the Western Electricity Coordinating Council or any successor thereto.

“WIS Agreement” has the meaning given to such term in Section 14.08(b).

1.02     Rules of Construction.    The following rules of interpretation shall apply in this Agreement:

(a)                The masculine shall include the feminine and neuter.

(b)               References to “Articles,” “Sections” and “Exhibits” shall be to articles, sections and exhibits of this Agreement.

(c)                The Exhibits attached hereto are incorporated in and are intended to be a part of this Agreement.

(d)               This Agreement was negotiated and prepared by both Parties with the advice and participation of counsel.  The Parties have agreed to the wording of this Agreement and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof.

(e)                Each reference in this Agreement to any agreement or document or a portion or provision thereof shall be construed as a reference to the relevant agreement or document as amended, supplemented or otherwise modified from time to time with the written approval of both the Parties.

(f)                Each reference in this Agreement to Governmental Requirements and to terms defined in, and other provisions of, Governmental Requirements shall be references to the same (or a successor to the same) as amended, supplemented or otherwise modified from time to time.

(g)               The term “day” shall mean a calendar day, the term “month” shall mean a calendar month, and the term “year” shall mean a calendar year.  Whenever an event is to be performed, a period commences or ends, or a payment is to be made on or by a particular date and the date in question falls on a day which is not a Business Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided, however, that all calculations shall be made regardless of whether any given day is a Business Day and whether or not any given period ends on a Business Day.

(h)               Each reference in this Agreement to a Person includes its successors and permitted assigns; and each reference to a Governmental Authority includes any Governmental Authority succeeding to its functions and capacities.

(i)         In this Agreement, the words “include,” “includes” and “including” are to be construed as being at all times followed by the words “without limitation.”

(j)         The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall, unless otherwise specified, refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE II
TERM

2.01     Effectiveness of this Agreement.  This Agreement shall become effective upon the Execution Date.

2.02     FERC Filing.  Within five (5) Business Days after the Execution Date, the Operator, on behalf of the Owners, shall file this Agreement with FERC as a “Rate Schedule” within the meaning of Part 35 of FERC’s regulations.  Each of the Owners shall support this Agreement in its current form at FERC when filed.  Each Owner shall reasonably cooperate with the Operator with respect to obtaining FERC approval of such FERC filing and provide any information, including testimony, reasonably required by the Operator to comply with the applicable FERC filing requirements.

2.03     Term.  The term of this Agreement (“Term”) shall commence upon the Execution Date and shall continue in full force and effect until terminated in accordance with the provisions hereof.

2.04     Termination.  Subject to Section 2.05, this Agreement shall terminate if one or more of the following events occur:

(a)        the Transmission Facilities are damaged and destroyed and the Owners decide not to repair or rebuild (or cannot reach agreement to repair or rebuild) the Damaged Facilities in accordance with Article VIII;

(b)        the Transmission Facilities are retired and decommissioned in accordance with Article IX;

(c)        all of the Ownership Interests in the Transmission Facilities are owned by only one Owner;

(d)       by mutual written agreement of the Owners; or

(e)        this Agreement is terminated by exercise of remedies pursuant to Section 12.03.

2.05     Effect of Termination.

(a)        If this Agreement is terminated pursuant to Section 2.04, then, except as for those provisions that are expressly intended to survive termination and, subject to Section 2.05(b) and receipt of any necessary Governmental Authorizations required by applicable Governmental Requirements, this Agreement shall terminate and become void and of no further force and effect, without further action by either Party, provided that neither Party shall be relieved from any of its obligations or liabilities hereunder accruing prior thereto.

(b)        In the event that this Agreement is terminated pursuant to Section 2.04 and the Non-Operating Owner continues to own all or a portion of the Ownership Interests in the Transmission Facilities, then:  (i) the Operator shall, upon written notice from the Non-Operating Owner delivered to the Operator no later than fifteen (15) Business Days after termination of this Agreement pursuant to Section 2.04, continue to perform such of its obligations and covenants in Articles VI, VII, VIII, X and XVI as are set forth in the notice; (ii) such obligations and covenants, together with Articles V, VI, VII, VIII, XI, X, XII, XIV, XV, XVIII, XIX and XX (to the extent applicable to the surviving covenants and obligations), shall continue in full force and

effect notwithstanding the termination of this Agreement; and (iii) the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 2.05(b).

ARTICLE III
CONSTRUCTION

3.01     Engineering, Design and Construction of the Jointly-Developed Transmission Facilities.

(a)        The Operator shall design, engineer, procure, construct, install, manage and perform all other activities necessary for the development, construction and commissioning  of the Jointly-Developed Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations (the “Construction Project”).

(b)        The Operator shall use Commercially Reasonable Efforts to achieve each of the milestones by its respective milestone date as set forth in Exhibit H.  The Operator shall provide the Owners with prompt written notice of the date upon which it has achieved each milestone.

3.02     Interconnection.  PacifiCorp shall take the Midpoint-Summer Lake Line out of service for approximately three consecutive weeks during May, 2010 to enable the Operator to interconnect the Transmission Facilities with the Midpoint-Summer Lake Line.  The Operator shall submit a request to PacifiCorp for the specific dates of the outage, the approval of which shall not be unreasonably withheld by PacifiCorp.  The Owners and the Operator recognize the need to use Commercially Reasonable Efforts to expedite all work with all due diligence, consistent with Good Utility Practice, so as to minimize outage times.

3.03     Rights-of-Way.  The Operator shall maintain the Rights-of-Way in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.

3.04     Monthly Reports.  Each month prior to the final completion and commissioning of the Transmission Facilities, the Operator shall prepare and deliver to the Owners reasonably detailed status reports, in form and substance reasonably acceptable to the Owners, regarding the implementation of the Construction Project, including (i) any expected delays (and their duration) in achieving any milestone by the respective milestone date as set forth on Exhibit H and (ii) the aggregate amount of Construction Costs incurred to date compared to the budgeted amount of Construction Costs set forth in the Construction Budget.

3.05     Development and Construction Costs.

(a)        Each Owner shall be responsible for, and shall pay, in accordance with this Section 3.05, its pro rata share (based on its Ownership Interest) of all Costs (up to the Construction Costs Cap) actually incurred by or on behalf of the Operator in the performance of

the Construction Project pursuant to Article III or otherwise incurred by or on behalf of Idaho Power in the construction of the Transmission Facilities (collectively, the “Construction Costs”).

(b)        The Operator shall promptly notify the Owners in writing if it reasonably believes that the total Construction Costs to be incurred by or on behalf of the Operator or otherwise incurred by or on behalf of Idaho Power in the construction of the Transmission Facilities will exceed the greater of (i) five percent (5%) of the aggregate amount of Construction Costs provided for in the budget attached hereto as Exhibit E (the “Construction Budget”), as the same may be revised from time to time pursuant to this Section 3.05(b), and (ii) One Million Four Hundred Thousand Dollars ($1,400,000) (the “Construction Costs Cap”).  Thereafter, the Operator shall submit to the Owners for their approval, such approval not to be unreasonably withheld or delayed, a revised Construction Budget which shows the aggregate amount of Construction Costs that the Operator reasonably believes will be incurred by or on behalf of the Operator to complete the Construction Project in accordance with Article III or otherwise incurred by or on behalf of Idaho Power in the construction of the Transmission Facilities.  The notice and approval rights set forth above in this Section 3.05(b) shall apply to the revised Construction Budget as well.  Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Operator be obligated to incur Construction Costs in excess of the Construction Costs Cap.

(c)        The Operator shall provide the Owners with invoices showing each Owner’s pro rata share (based on its Ownership Interest) of the Construction Costs, and the Non-Operating Owner shall pay the Operator its pro rata share (based on its Ownership Interests) of the Construction Costs, in accordance with Section 5.08 and Section 5.09.

ARTICLE IV
OWNERSHIP INTERESTS

4.01     Ownership Interests.

(a)        Pursuant to the JPSA, as of the Closing Date, each Owner owns an undivided ownership interest, equal to its Ownership Interest, in the Transmission Facilities.

(b)        The Owners agree that they shall enter into such additional documentation as shall reasonably be required to document any change in the Ownership Interests of the Owners contemplated hereby, provided that in no event shall an Owner be responsible for paying any amount to the other Owner as a result of any change in any Ownership Interest or the Transmission Facilities except as expressly provided for in this Agreement or as otherwise agreed to by the Parties in writing.

4.02     Owner’s Capacity Share.  Each of the Owners shall be entitled to a pro rata share (based on its Ownership Interest) of the bi-directional transmission capacity of the Transmission Facilities (“Capacity Share”).  Subject to Section 6.02, each Owner’s Capacity Share entitles the Owner to provide and schedule transmission service over the Transmission Facilities to the extent of the Owner’s Capacity Share and to schedule and transmit an amount of energy commensurate with the Owner’s Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owner’s transmission customers; provided, however, that at no time

shall an Owner be entitled to post, sell, schedule or transmit more than its Capacity Share of transmission capacity (and a commensurate amount of energy) on the Transmission Facilities, unless otherwise mutually agreed to in writing by the Owners.  Any use of the Transmission Facilities, other than as provided for in this Section 4.02, shall be subject to the prior written approval of both Owners.

4.03     Qualified Owner.  Each Owner shall take all actions required to continue to be a Qualified Owner during the Term.  If at any time during the Term an Owner ceases to be a Qualified Owner, then such Owner shall immediately provide notice thereof to the other Owner and take all actions required to resume being a Qualified Owner.

4.04     No Right to Use.  For the avoidance of doubt, the provisions of this Agreement shall not confer upon either Owner the right to use or transmit energy over any transmission facilities owned by the other Owner (other than the Transmission Facilities as provided for herein).

4.05     Payments.  All payments required to be made by or on behalf of the Owners under the terms of this Agreement, including payments to the Operator of the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge and Other Costs, shall be made to the account or accounts designated by the Owner or Operator to which the payment is owed, by wire transfer (in immediately available funds in the lawful currency of the United States).

4.06     Waiver of Partition Rights.    The Owners shall own their undivided Ownership Interests in the Transmission Facilities as tenants-in-common.  The Owners acknowledge that any exercise of the remedy of partition (whether at law or in equity) of the Transmission Facilities or any portion thereof would be impracticable in view of the purposes and requirements of this Agreement, would violate the spirit and intent of this Agreement, and would defeat the Owners’ intentions and reasonable expectations as well as the consideration upon which each Owner entered into this Agreement.  Accordingly, each Owner agrees that during the Term it (a) will not, directly or indirectly, commence, maintain, support or join in any action or proceedings of any kind to partition the Transmission Facilities or any portion thereof, and (b) waives, after consultation with its qualified legal counsel, any and all rights that it may have under this Agreement or applicable Governmental Requirements (whether at law or in equity) or otherwise to commence, maintain, support or join in any such action or proceeding.  Each Owner acknowledges that the other Owner has entered into and will perform the terms of this Agreement in reliance upon the other Owner’s agreement and adherence to the terms of this Section 4.06, and would not have entered into this Agreement but for such reliance; and that it would be unjust and inequitable for any Owner to violate or to seek relief from any provision of this Section 4.06.

ARTICLE V
OPERATOR

5.01     Appointment of Operator.

(a)        The Owners hereby appoint Idaho Power, and Idaho Power hereby accepts appointment, to serve as Operator of the Transmission Facilities and the Common Facilities for

the Owners and to perform the other covenants and obligations of the Operator expressly set forth in this Agreement, in accordance with the terms and conditions of this Agreement.

(b)        Notwithstanding anything to the contrary contained in this Agreement or Governmental Requirements, the Owners agree that the Operator shall have no obligations, responsibilities or duties to the Owners other than as are expressly provided for in this Agreement.

5.02     Authority of Operator.

(a)        The Operator shall be responsible in all respects for the construction of the Jointly-Developed Transmission Facilities and the operation and maintenance of the Transmission Facilities and the Common Facilities in accordance with Article III and Articles V-X.  Without limiting the foregoing, the Operator shall supervise and perform, or cause to be supervised and performed:  (i) the construction of the Jointly-Developed Transmission Facilities in accordance with Article III and this Article V, (ii) the physical operation and maintenance of, interconnection to, design of, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of, the Transmission Facilities in accordance with this Article V and Articles VI-X, and (iii) the physical operation and maintenance of the Common Facilities in accordance with Section 6.04.  In the performance of its obligations under this Agreement, the Operator shall have authority, subject to the other terms of this Article V and Article III and Articles VI-X, to take any or all of the actions it reasonably determines are necessary to perform its obligations under this Agreement, including to make decisions on all matters relating to and to contract for, select and purchase on behalf of the Owners all materials, equipment and services (including from third-party consultants and advisors) necessary for:  (A) the engineering, design and construction of the Jointly-Developed Transmission Facilities pursuant to Article III, (B) the physical operation and maintenance of the Transmission Facilities pursuant to Article VI; (C) the interconnection of Interconnection Customers to the Transmission Facilities pursuant to Section 6.03; (D) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of capital upgrades or improvements to the Transmission Facilities pursuant to Article VII; (E) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of repairs to and reconstruction of the Transmission Facilities pursuant to Article VIII; and (F) the retirement and decommissioning of the Transmission Facilities pursuant to Article IX.

(b)        The Owners and the Operator agree that title to all Jointly-Developed Transmission Facilities and capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 6.01 shall vest with the Owners and shall be jointly owned by the Owners as tenants-in-common in accordance with their respective Ownership Interests.  Title to all capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 7.01 shall vest with and be owned by the Owners in accordance with Section 7.01.

(c)        The Operator will exercise or enforce all of Idaho Power's benefits, rights and remedies under the Transmission Facilities Contracts for the benefit of the Owners pro rata (in accordance with their respective Ownership Interests) and without adverse distinction between the Owners.  In furtherance and not in limitation of the immediately preceding sentence,

the Operator agrees to transfer, assign, distribute, pay over or otherwise make available to the Non-Operating Owner, the Non-Operating Owner’s pro rata share (based on its Ownership Interest) in any payments or proceeds obtained pursuant to any Transmission Facilities Contract.  Notwithstanding anything to the contrary contained in this Agreement, the Owners agree that only the Operator shall be entitled to exercise or enforce Idaho Power’s benefits, rights and remedies under the Transmission Facilities Contracts.

5.03     Standard of Work.  The Operator shall perform all of its obligations under this Agreement as an independent contractor and in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.

5.04     Delegation of Responsibilities.  The Operator may, in its sole and absolute discretion, delegate all or a portion of its obligations under this Agreement to one or more Persons (each, a “Delegate”).  Notwithstanding any such delegation, the Operator shall remain responsible and liable for all such delegated obligations in accordance with the terms of this Agreement.

5.05     Governmental Authorizations.

(a)                The Operator is authorized to prepare and submit to all appropriate Governmental Authorities the necessary reports, applications, plans, specifications and other documents to procure all Governmental Authorizations required to perform its obligations under this Agreement with respect to the Transmission Facilities or to comply with Governmental Requirements, provided that the Operator shall consult with the Owners prior to the submission of any such reports, application, plans, specification and other documents.  To the extent permitted by Governmental Requirements, the Operator shall use Commercially Reasonable Efforts to obtain and structure all Government Authorizations for which it applies after the Execution Date in such a way as to recognize each Owner’s applicable Ownership Interests and Capacity Share as contemplated by this Agreement.  Notwithstanding anything to the contrary in this Agreement, nothing in Section 5.05 shall obligate the Operator to prepare and submit to appropriate Governmental Authorities any reports, applications, plans, specifications and other documents to procure any Governmental Authorizations required by the Owners in connection with their ownership of an Ownership Interest in the Transmission Facilities or the recovery of any costs and expenses in connection therewith.

(b)               To the extent that the Operator cannot obtain a Governmental Authorization pursuant to Section 5.05(a) on behalf of one or both of the Owners, each such Owner shall:  (i) be responsible for preparing and submitting to the appropriate Governmental Authority the necessary reports, applications, plans, specifications and other documents to procure such Governmental Authorization; and (ii) exercise all Commercially Reasonable Efforts to obtain such Governmental Authorization.  Unless and until the Owner or Owners are able to obtain such Governmental Authorizations, the Operator shall not perform or continue to perform any of the Construction Project if to do so would result in the Owner or Owners being in violation of applicable Governmental Requirements or Governmental Authorizations.

(c)                Each Owner shall, at its own cost: (i) reasonably cooperate and support the Operator in obtaining any Governmental Authorizations required pursuant to Section 5.05(a); and (ii) reasonably respond to inquiries or requests issued to it by any Governmental Authority in respect of such Governmental Authorization; provided, however, that an Owner shall not be obligated pursuant to this Section 5.05(c) to disclose Proprietary Information except to the extent that it is otherwise required to disclose such Proprietary Information:  (A) by applicable Governmental Requirements; (B) by any Governmental Authority; or (C) pursuant to the express terms of this Agreement.

5.06     Access.

(a)        The Operator shall, to the extent possible under any Rights-of-Ways, provide each Owner and its designees reasonable access to the Transmission Facilities site to permit the Owners and their designees to inspect the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities, provided that (i) the Owners and their designees do not interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof or pose a safety hazard; (ii) the Owners and their designees comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities; and (iii) the Owners and their designees performing the inspection comply with the Operator’s or any other contractor’s safety and security rules, as more specifically set out in the Hemingway Access Easement Agreement.

(b)        Each Owner may, at its cost, at any time during normal business hours and with reasonable prior notice of not less than ten (10) Business Days, but not more often than once in any twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and any Delegate (and the Operator shall secure such rights for the Owners from its Affiliates and any Delegate) involved in the provision of services pursuant to this Agreement (“Other Costs Records”), to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Section 5.08 within twelve (12) months prior to the date of the audit notice.  The Operator shall, and shall cause any of its relevant Affiliates and any Delegate, to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement and make such Other Costs Records available to the Owners in accordance with the terms of this Agreement.  If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Other Costs has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be resolved pursuant to Section 5.09.  The Owner requesting the audit shall reimburse one hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of the Operator and any of its Affiliates and any Delegate in complying with the provisions of this Section 5.06(b), provided that the Owner shall not be required to reimburse any such costs if the audit determines that the Owner has made more than Twenty-Five Thousand Dollars ($25,000) in overpayments

of Other Costs or more than Twenty-Five Thousand Dollars ($25,000) in Other Costs have been incorrectly allocated to the Owner.

5.07     Insurance.

(a)        Owner Insurance.  Each of the Owners shall be responsible for obtaining and maintaining during the Term insurance covering their respective legal liabilities related to their Ownership Interest in the Transmission Facilities.  Insurance required by this Section 5.07(a) will be placed with appropriate carriers and in amounts in accordance with Good Utility Practice and any applicable Governmental Requirements.

(b)        Property Insurance.

(i)         The Operator, on behalf of the Owners and any other named insureds or loss payees, will:  (A) determine the appropriate property insurance coverages, minimum amounts, self-insured amounts, deductibles and other insurance policy terms; (B) obtain and maintain such property insurance during the Term; and (C) be solely responsible for pursuing claims and/or negotiating settlements in respect of claims under such insurance coverages.  The Operator shall be compensated for the costs of obtaining and maintaining such insurance (including any premiums, taxes, and fees, deductibles, self-insurance or non-insured costs) through the Monthly Transmission Facilities O&M Charge.

(ii)        Physical damage to substations and equipment therein that is included as part of the Transmission Facilities in types and amounts that are reasonable and customary for similarly situated utilities.  Coverage may be insured or self-insured, or any combination of insured and self-insured.

(iii)       Insurance for physical damage to the transmission line and any related equipment outside the boundaries of any substation and included as part of the Transmission Facilities shall be fully self-insured.

5.08     Invoices.

(a)        The Non-Operating Owner shall pay the Operator the Monthly Transmission Facilities O&M Charge and the Monthly Common Facilities Charge calculated in accordance with Exhibit F as compensation for the Operator’s services under this Agreement.  Each Owner shall be responsible for its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise or this Agreement specifies otherwise) of costs incurred by or on behalf of the Operator under Sections 3.05(a), 6.01(c), 7.01(b), 7.01(f), 8.01, 8.05(b), 9.02 and 17.03 (the “Other Costs”).  In the event that the Operator incurs, or reasonably expects to incur, significant Other Costs (other than Construction Costs) in excess of One Hundred Thousand Dollars ($100,000), it shall immediately notify the Owners in writing of such Other Costs.

(b)        Not later than thirty (30) days after the end of each month during the Term, the Operator will deliver to the Owners an invoice which will show the Monthly

Transmission Facilities O&M Charge and Monthly Common Facilities Charge payable by the Non-Operating Owner and each Owner’s pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of Other Costs.  The Non-Operating Owner shall pay the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge, and its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of Other Costs shown on the invoice no later than thirty (30) days after the date of the invoice.  Any payment past due will accrue interest, per annum, calculated in accordance with the methodology specified for interest in the FERC regulations at 18 C.F.R. § 35.19a(a)(2)(iii) (the “FERC Methodology”).  The failure by the Operator to timely deliver an invoice shall not relieve PacifiCorp of its payment obligation in respect of the Monthly Transmission Facilities O&M Charge, Monthly Common Facilities Charge and Other Costs as shown on such invoice, or release Idaho Power of its responsibility for its share of the Other Costs in such invoice.
 

5.09     Disputed Amounts.  If the Non-Operating Owner disputes any portion of any amount specified in an invoice delivered by the Operator pursuant to Section 5.08, the Non-Operating Owner shall pay its total amount of the invoice when due, and, if actually known at the time by the Non-Operating Owner, identify the disputed amount and state that the disputed amount is being paid under protest.  Any disputed amount shall be resolved pursuant to the provisions of Article XVIII.  If it is determined pursuant to Article XVIII that an overpayment or underpayment has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then (i) in the case of any overpayment by the Non-Operating Owner, the Operator shall promptly return the amount of the overpayment (or credit the amount of the overpayment on the next invoice) to the Non-Operating Owner, (ii) in the case of an underpayment by the Non-Operating Owner, the Non-Operating Owner shall promptly pay the amount of the underpayment to the Operator (for the benefit of the other Owner), and (iii) in the case of an incorrect allocation of Other Costs to an Owner, the allocations of Other Costs on the next invoice shall be adjusted to correct for such incorrect allocation, in each case, together with interest for the period from the date of overpayment, underpayment, or incorrect allocation, until such amount has been paid or credited against a future invoice calculated in the manner prescribed for calculating interest on refunds under the FERC Methodology.

5.10     Assistance.  Each Owner shall cooperate with the Operator promptly, as and when reasonably requested by the Operator, to assist the Operator in the performance of its duties, responsibilities and obligations under this Agreement, including executing and delivering from time to time such additional documents, certificates or instruments, and taking such additional actions, as may be reasonably requested by the Operator.  Each Owner shall bear its own costs for providing such cooperation and assistance as requested by the Operator unless the Owners agree otherwise in writing.  Nothing in this Agreement shall preclude an Owner from exercising any rights expressly granted it under this Agreement or taking any action (or having its Affiliates take any action) with respect to any other transmission project, including any such project that may compete with the Transmission Facilities.

5.11     Remedies.

(a)        Notwithstanding any provision to the contrary contained in this Agreement, the Operator shall have no liability to the Non-Operating Owner in connection with the performance of its covenants and obligations under this Agreement, except as provided in this Section 5.11 and Section 14.01(c).  The Non-Operating Owner agrees that it has a duty to mitigate any damages and shall use Commercially Reasonable Efforts to minimize any damages it may incur as a result of the Operator’s failure to perform or breach of any of its covenants or obligations under this Agreement.

(b)        The Owners and Operator acknowledge that the obligations and covenants performed by the Operator hereunder are unique and that the Non-Operating Owner will be irreparably injured should such obligations and covenants not be performed in accordance with the terms and conditions of this Agreement.  Consequently, the Non-Operating Owner will not have an adequate remedy at law if the Operator shall fail to perform its obligations and covenants hereunder.  The Non-Operating Owner shall have the right, in addition to any other remedy available under this Agreement, to specific performance of the Operator’s obligations and covenants hereunder, and the Owners and Operator agree not to take a position in any proceeding arising out of this Agreement to the effect that the Non-Operating Party has an adequate remedy at law.

ARTICLE VI
OPERATION AND MAINTENANCE; CURTAILMENT;
INTERCONNECTION WITH THIRD PARTIES; COMMON FACILITIES

6.01     Operation and Maintenance; Capital Upgrades and Improvements.

(a)        The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.  Subject to Section 5.04, the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operator’s obligations under this Section 6.01.

(b)        The Operator shall make maintenance renewals and replacements to the Transmission Facilities (i) the costs of which are recordable as an operation and maintenance expense under the FERC Uniform System of Accounts; and (ii) that (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice, and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations.  Such maintenance renewals and replacements to the Transmission Facilities are included in the services for which the Operator is compensated by the Monthly Transmission Facilities O&M Charge.  The Operator shall not separately invoice the Owners for the costs of such maintenance renewals and replacements to the Transmission Facilities.  Notwithstanding anything to the contrary contained in this Agreement, any maintenance renewals and replacements made pursuant to this Section 6.01(b) shall be Transmission Facilities for purposes of this Agreement.

(c)        The Operator shall make capital upgrades and improvements to the Transmission Facilities (i) the costs of which are recordable as capital expenditures under the FERC Uniform System of Accounts, and (ii) which (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations.  The Operator shall consult with the Owners and receive their prior approval, such approval not to be unreasonably withheld, delayed or conditioned, with respect to any capital upgrade or improvement for which the Operator reasonably expects to incur total project costs that exceed Two Hundred Fifty Thousand Dollars ($250,000).  The Owners shall be responsible for their pro rata share (based on their Ownership Interests) of any Costs incurred by or on behalf of the Operator in making such capital upgrades or improvements.  Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades and improvements made pursuant to this Section 6.01(c) shall be Transmission Facilities for purposes of this Agreement.

6.02     Curtailment.  The Operator shall notify the Owners as soon as reasonably practicable upon becoming aware of any planned or unplanned event or circumstance, including an emergency condition or a rating study to comply with applicable Governmental Requirements or Reliability Standards, which physically or otherwise reduces or may reduce the amount of transmission capacity on all or a portion of the Transmission Facilities (“Reduction Event”), including the aggregate amount of reduction in the transmission capacity of the Transmission Facilities to the extent known by the Operator.  In the event of a Reduction Event, the Operator shall take such actions as the Operator may reasonably deem prudent and necessary to terminate the Reduction Event and to preserve and maintain the reliability, safety, integrity and operability of the applicable Transmission Facilities and to protect the health and safety of the public.  Each of the Owners shall provide notice of each Reduction Event in accordance with its respective OATT.

6.03     Interconnection with Third Parties.  The Owners acknowledge and agree that all third-party Interconnection Customer requests for interconnection to any of the Transmission Facilities must be coordinated with the Operator and processed in a manner consistent with the Owner’s OATT to which the Interconnection Customer’s request was made (“Interconnection Owner”).  An Interconnection Owner in receipt of a third-party Interconnection Customer request for interconnection with the Transmission Facilities will promptly notify the Operator and thereafter the Owners and the Operator will coordinate and cooperate to process the interconnection request.  The Operator will coordinate the conduct of any studies required to determine the impact of the interconnection request on the Transmission Facilities and the Affected Systems with Affected System Operators, including the Owners, in accordance with the Interconnection Owner’s OATT.  The Operator will include the Owners and such Affected System Operators in all meetings held with Interconnection Customers as required by the Interconnection Owner’s OATT.

6.04     Common Facilities.  The Operator shall make the Common Facilities available to the Owners to support the operation of the Transmission Facilities in accordance with the terms of this Agreement and without adverse distinction between the Owners.  The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Common Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction

between the Owners.  Subject to Section 5.04, the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operator’s obligations under this Section 6.04.  The obligations performed by the Operator pursuant to this Section 6.04 are included in the services for which the Operator is compensated by the Monthly Common Facilities Charge, and the Operator shall not separately invoice the Owners and the Owners shall not be liable for any of the costs or expenses incurred by or on behalf of the Operator pursuant to this Section 6.04.
 

ARTICLE VII
CAPITAL UPGRADES PROPOSED BY AN OWNER

7.01     Capital Upgrades.

(a)        At any time during the Term, an Owner (“Electing Owner”) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owner’s ownership, use or enjoyment of its Ownership Interest of the Transmission Facilities (and associated Capacity Share) as contemplated in this Agreement.  An Electing Owner shall provide the other Owner no less than sixty (60) days’ prior written notice of its election, together with reasonable details about the proposed upgrade or improvement (each, a “Capital Upgrade Notice”).  Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities.

(i)         If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (C) any change in each Owner’s Ownership Interest; (D) each Owner’s share of the costs of such upgrade or improvement; (E) any change in the Monthly Transmission Facilities O&M Charge; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto (the “Amendment”); provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIII.  Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIII.

(ii)        If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade

or improvement, provided that the Electing Owner shall coordinate with the Operator on the final scope of the capital upgrade or improvement.
 

(b)        The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations.  The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIII, for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities.  Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners’ Ownership Interests and Capacity Shares shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement.  Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b) shall be Transmission Facilities for purposes of this Agreement.

(c)        The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(ii) in accordance with the final scope of the capital upgrade or improvement established by the Electing Owner pursuant to Section 7.01(a)(ii), and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations.  The Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities and title to such capital upgrades or improvement shall vest solely with the Electing Owner.  Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, (i) the Owners’ Ownership Interests shall be adjusted, if at all, in accordance with Exhibit C, (ii) the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement, and (iii) the Operator shall operate and maintain such capital upgrade or improvement in accordance with Section 6.01(a).  In addition, the Owners shall meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (B) any change in the Monthly Transmission Facilities O&M Charge; and (C) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto; provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be resolved pursuant to the provisions of Article XVIII.  Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(c) shall not be Transmission Facilities for purposes of this Agreement.

(d)       Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 shall not apply to capital upgrades or improvements made by the Operator pursuant to Section 6.01(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.01.

(e)        Each Owner shall provide the Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to the Transmission Facilities.  If capital upgrades or improvements are required in accordance with such Owner’s OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a) and Section 7.01(b).

(f)        The Owners agree that the Tap Line Upgrades to the Transmission Facilities shall be permitted, constructed, installed and commissioned by the Operator, provided that the Operator shall delegate such responsibilities to PacifiCorp pursuant to Section 5.04.  The Operator shall use Commercially Reasonable Efforts to construct, install and commission the Tap Line Upgrades during the outage for the Jim Bridger power plant currently scheduled for April, 2011.  The Owners shall each be responsible for fifty percent (50%) of all Costs incurred by or on behalf of the Operator in connection with the permitting, construction, installation and commissioning of the Tap Line Upgrades pursuant to this Section 7.01(f).  The Owners agree that the Tap Line Upgrades shall not result in a change to the Owners’ Ownership Interests or associated Capacity Shares or the Monthly Transmission Facilities O&M Charge.  For purposes of this Section 7.01(f), “Tap Line Upgrades” means the redesign and upgrade of the interconnection structures connecting the existing 500 kV Midpoint-Summer Lake Line to the Hemingway Substation, including the two tangent and two dead end monopole structures, so as to facilitate hot work off the structures as a means to minimize outages.

ARTICLE VIII
PHYSICAL DAMAGE TO TRANSMISSION FACILITIES; CONDEMNATION

8.01     Rebuilding Damaged Facilities.  If any of the Transmission Facilities are materially damaged or destroyed (the “Damaged Facilities”), then within thirty (30) days of the date the damage or destruction occurred, the Operator shall deliver to the Owners a written notice (the “Damage Notice”) of the Operator’s good faith reasonable estimate of the cost to repair or rebuild the Damaged Facilities.  If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be Five Million Dollars ($5,000,000) or more, inclusive of insurance proceeds, then the Owners will determine whether the Damaged Facilities will be repaired or rebuilt within thirty (30) days of the date of the Damage Notice.  If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be less than Five Million Dollars ($5,000,000), inclusive of insurance proceeds, then the Operator will determine whether the Damaged Facilities will be repaired or rebuilt and provide notice thereof to the Owners within thirty (30) days of the date of the Damage Notice.  If the Owners or the Operator determines pursuant to this Section 8.01 to repair or rebuild the Damaged Facilities, then the Owners will, upon receipt of any insurance proceeds paid in connection with such Damaged Facilities, apply such proceeds (up to its pro

 rata share based on its Ownership Interest) to the repair and reconstruction of the Damaged Facilities which will be carried out by the Operator, provided that the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b).  The Operator will be responsible for obtaining any necessary Governmental Authorizations to repair or rebuild the Damaged Facilities and determining the manner in which to repair and reconstruct the Damaged Facilities (including the equipment to be used).  Each Owner shall reasonably cooperate with and support the Operator in obtaining any such Governmental Authorizations in accordance with Section 5.05(c).  The Operator will cause such repairs or reconstruction to be made so that the Damaged Facilities will be repaired and restored to substantially the same general condition, character and use as existed prior to such damage or destruction.  If the cost of such repairs or reconstruction exceeds the insurance proceeds required to be applied to the repair or reconstruction pursuant to this Section 8.01, then the Owners shall pay, in accordance with their applicable Ownership Interests, the shortfall amount.
 

8.02     Decision not to Rebuild.

  If the Owners determine pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities, then, in each case, (a) each Owner shall (i) be entitled to retain any insurance proceeds received pursuant to insurance maintained by it with respect to the Damaged Facilities, (ii) receive its share of any revenues from the salvage or sale of the Damaged Facilities and (iii) pay its pro rata share (based on its Ownership Interest) of any costs of removal of parts and equipment from the Damaged Facilities, (b) the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b), and (c) subject to Section 8.03, this Agreement shall terminate pursuant to Section 2.04(a).

8.03     Purchase of Ownership Interest.

  If pursuant to Section 8.01 the Owners determine not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines that the Damaged Facilities should not be repaired and reconstructed and, in each case, one Owner desires to repair or rebuild the Damaged Facilities (the “Continuing Owner”), then the Continuing Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner.  In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner, the Continuing Owner must give written notice thereof to the other Owner within thirty (30) days of the Owners’ or Operator’s determination pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities.  The Owners shall enter into such documentation as the Continuing Owner shall reasonably request to document the purchase and sale of all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owner’s pro rata share (based on its Ownership Interest) of: (a) the salvage value of the Damaged Facilities, and (b) the depreciated cost of the Transmission Facilities which are not part of the Damaged Facilities.

8.04     Cooperation.  If the Continuing Owner seeks to repair or rebuild the Transmission Facilities purchased from the other Owner pursuant to Section 8.03, then, at the Continuing Owner's request and expense, the other Owner and the Operator (if the Continuing Owner is not

the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Continuing Owner in the repair or rebuilding of the Damaged Facilities.  This Section 8.04 shall survive the expiration or termination of this Agreement.
 

8.05     Condemnation.  If there occurs a loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, as the result of the exercise of the right of condemnation or eminent domain by or on behalf of any Governmental Authority, then the Operator will promptly give notice thereof to the Owners, which notice shall generally describe the nature and extent of such condemnation or eminent domain proceedings (including any negotiations in connection with such proceedings).  The Operator shall, in consultation with the Owners, use Commercially Reasonable Efforts to resist the loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities through condemnation or eminent domain.  If, as a result of condemnation or eminent domain, the Owners shall lose title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, the Owners shall determine, by mutual agreement, whether:

(a)        the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned, in which case the provisions of Article IX shall control;

(b)        the Transmission Facilities should be replaced or modified, in which case the Owners will, upon receipt of any awards paid in connection with such condemnation or eminent domain, apply such awards to the replacement or modification of the Transmission Facilities which will be carried out by the Operator.  The Operator will, consistent with the mutual agreement of the Owners, determine the manner in which to replace or modify the Transmission Facilities (including the equipment to be used), and will cause such replacement and modifications to be made so that the Transmission Facilities are replaced or modified in accordance with the mutual agreement of the Owners.  If the cost of replacement or modification of the Transmission Facilities exceeds the awards received by the Owners in connection with such condemnation or eminent domain, then the Owners shall pay their pro rata shares (based on their Ownership Interests) of the shortfall amount; or

(c)        if the Owners do not reach mutual agreement on one of the actions provided for in paragraphs (a) and (b) above, or on another course of action, within sixty (60) days after the date of the notice provided by the Operator to the Owners pursuant to the first sentence of this Section 8.05, then each Owner shall receive its pro rata share (based on its Ownership Interest) of all awards received by the Owners (or their Affiliates) in connection with any such condemnation or eminent domain (less the actual cost, fees and expenses incurred by the Operator in collection thereof).

ARTICLE IX
RETIREMENT AND DECOMMISSIONING

9.01     Decision to Retire Transmission Facilities.  The Owners will determine in accordance with the terms of this Article IX when the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned.  If the

Owners mutually agree to retire and decommission the Transmission Facilities, then, subject to Section 9.02 and Section 9.03, this Agreement shall terminate pursuant to Section 2.04(b).

9.02     Costs of Decommissioning.  Each of the Owners shall be responsible for paying its pro rata share (based on its Ownership Interest) of the aggregate amount of all costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, including decommissioning, dismantling, demolishing and removal of equipment, facilities and structures, security, maintenance, disposing of debris, abandonment and all other costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, net of any amounts recovered in connection with the sale of any retired equipment, facilities and structures.

9.03     Purchase of Ownership Interest.  Each Owner shall give written notice to the other Owner when it believes the Transmission Facilities should be retired and decommissioned (each, a “Decommissioning Notice”).  If the other Owner desires to continue the operation of the Transmission Facilities (the “Remaining Owner”), then the Remaining Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities.  In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, the Remaining Owner must give written notice thereof to the other Owner within ninety (90) days of receipt of the other Owner’s Decommissioning Notice.  The Owners shall enter into such documentation as the Remaining Owner shall reasonably request to document the purchase and sale of the Ownership Interest (and Capacity Share) of the other Owner, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owner’s pro rata share (based on its Ownership Interest) of the depreciated cost of the applicable Transmission Facilities.

9.04     Cooperation.  If the Remaining Owner seeks to purchase and continue the operation of the Transmission Facilities, then, at the Remaining Owner’s request and expense, the other Owner and the Operator (if the Remaining Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Remaining Owner in the continued operation of the Transmission Facilities.  This Section 9.04 shall survive the expiration or termination of this Agreement.

ARTICLE X
INTERCONNECTION

10.01   Grant of Interconnection.  Subject to the terms and conditions in this Article X, the Idaho Power Transmission System and PacifiCorp Transmission System shall be interconnected at the Point of Interconnection.

10.02   Interconnection Operating Procedures.  Prior to the energization of the Interconnection, the Owners shall develop written operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.  The Owners may, by mutual written agreement, amend and supplement the operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.

10.03   Interconnection Energization.  The Owners shall energize, or cause to be energized, the Interconnection upon successful completion of acceptance testing of the Interconnection by the Operator, including installation of the Metering Equipment specified in Section 10.04, and completion of the operating procedures specified in Section 10.02.  The Parties recognize the need for the approval of an expedited WECC ratings review for Path 14 (Idaho to Northwest ) and Path 75 (Midpoint-Summer Lake) both of which are affected by the Hemingway Substation Interconnection.  Idaho Power agrees to intertie the planned Hemingway Substation 230 kV transmission line to the Idaho Power 138 kV Treasure Valley system only after the WECC ratings process is complete  The non-simultaneous and simultaneous export ratings of the Midpoint-Summer Lake 500 kV line are presently 1500 MW and 1187 MW respectively.  Idaho Power acknowledges the desire to maintain the non-simultaneous export rating of the Midpoint-Summer Lake Line and will mitigate any adverse impacts that the Hemingway Substation causes to the non-simultaneous export rating of the Midpoint-Summer Lake Line which is identified in the WECC rating process in connection with the initial energization of the Hemingway Substation.  Such mitigation shall include changes to operating procedures if necessary to achieve this desired rating.  The simultaneous export rating of the Midpoint-Summer Lake Line is an allocation of the capability of multiple lines in Path 14, and Idaho Power will support PacifiCorp if a third party raises a challenge to the simultaneous rating of the Midpoint-Summer Lake Line.

10.04   Metering.  The Operator shall operate and maintain the Metering Equipment and meters (which are part of the Common Facilities) in accordance with Good Utility Practice and applicable WECC operating guides, protocols and metering guidelines.

(a)        The Operator shall test the Metering Equipment and meters (which are part of the Common Facilities) no less frequently than once every two (2) years.  The Owners shall be given reasonable advance notice of the Operator’s testing of the Metering Equipment and meters (which are part of the Common Facilities) and shall have the opportunity to observe such testing, and the Operator shall provide the Owners a copy of meter results (including any early results to the extent the Operator has access to the results) promptly upon the results being available to the Operator.  Each Owner may request additional tests of the Metering Equipment and meters (which are part of the Common Facilities) beyond those required by the first sentence of this Section 10.04(a), provided such additional tests shall be conducted by the Operator at the expense of the requesting Owner, unless such additional test reveals that the Metering Equipment and meters (which are part of the Common Facilities) are found to register outside the accepted accuracy range for watts and vars of full load equals +/- 0.2%, light load equals +/-0.2%, and power factor equals +/-0.3%, in which event the expense of the additional testing will borne by the Owners equally.

(b)        If, as a result of any test, the Metering Equipment and meters (which are part of the Common Facilities) are found to be registering outside the applicable accuracy standard in effect at the time of the test, such Metering Equipment and meters (which are part of the Common Facilities) shall be restored to the accuracy standard or an accurate meter substituted by the Operator.

(c)        The Operator shall provide each Owner with a real time remote signal from the Metering Equipment and meters (which are part of the Common Facilities) pursuant to established inter-control area communications protocols.

(d)       The Owners acknowledge that (i) the current meter point of Path 14 (Idaho to Northwest) and (ii) Path 75 (Summer Lake) is expected to shift from the Midpoint Substation to the Hemingway Substation with no reduction to existing ratings for either path.  Once the meter point is shifted to the Hemingway Substation for both paths, the Owners will agree on appropriate compensation for the line losses transferred to the Idaho Power balancing area.

10.05   Service Conditions.

(a)        Operation and Maintenance; Avoidance of Burdens and Control of System Disturbances.  Each Owner shall operate and maintain its Transmission System in a manner consistent with Good Utility Practice and the provisions of this Section 10.05.  In addition, each Owner shall operate and maintain its respective Transmission System so as to minimize, in accordance with Good Utility Practice, the likelihood of a disturbance originated in either Transmission System, which might cause impairment to the service of the other Owner or of any transmission system interconnected with the Transmission System of the other Owner.  Either Owner may install and operate on its Transmission System such relays, disconnecting devices, and other equipment as it may deem appropriate for the protection of its Transmission System, provided that any such relays, disconnecting devices and other equipment on the Transmission Facilities shall be handled pursuant to Article VII.

(b)        Additional Services.  This Article X is applicable only to the physical interconnection of the Owners’ Transmission Systems at the Point of Interconnection and does not obligate either Owner to receive or provide any service.  Other services provided by one Owner to the other Owner shall be governed by such other agreements as the Owners may enter into from time to time.  Neither Owner shall be obligated to deliver reactive power for the benefit of the other Owner, and neither Owner shall be obligated to receive reactive power when to do so might introduce objectionable operating conditions on its Transmission System.

(c)        Interruption of Service.  The Owners shall use Commercially Reasonable Efforts, consistent with Good Utility Practice and any applicable Reliability Standards and Governmental Requirements, to provide a physical interconnection to be operated in continuous synchronization at the Point of Interconnection, provided that an Owner (“Interrupting Owner”) may temporarily interrupt or isolate the Interconnection under the following circumstances:  (i) by operation of automatic equipment installed for power system protection; (ii) after consultation with the other Owner, other than in an emergency situation where consultation is not practicable, when an Owner deems it necessary for installation, maintenance, inspection, repairs or replacements of equipment on its Transmission System; (iii) at any time that, in the sole judgment of the Interrupting Owner, such action is necessary to preserve the integrity of, or to prevent or limit any instability on, or to avoid or mitigate an Unauthorized Use on its Transmission System; (iv) where necessary to comply with documented directives from a Governmental Authority; (v) as a result of one or more events of Force Majeure; or (vi) where necessary to prevent (A) death or serious injury to any person, (B) material damage or harm to any property or (C) any material adverse effect to the security of, or damage to its Transmission

System or the electric systems of others to which its Transmission System is directly connected, including the other Owner’s Transmission System.  An Interrupting Owner shall use Commercially Reasonable Efforts to provide the other Owner (1) with reasonable advance notice of any planned interruption of the Interconnection and (2) with notice of any other interruption of the Interconnection as soon as practicable after the interruption.  If synchronous operation is interrupted, the Owners shall cooperate so as to remove the cause of such interruption as soon as commercially practicable consistent with Good Utility Practice, applicable Reliability Standards and applicable Governmental Requirements.
 

(d)       Physical and Cyber Security.  The Operator shall cooperate with each Owner in complying with any physical and cyber security or other security requirement established by Governmental Requirement, including Reliability Standards, applicable to the Owner and the Transmission Facilities, written notice of which the Owner provides to the Operator.

10.06   Survival of Interconnection Provision.  The provisions of this Article X, together with Articles XI,  XII, XIV, XV, XVIII, XIX and XX (to the extent applicable to the surviving provisions of this Article X), shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, provided that in the event of expiration or termination of this Agreement, the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 10.06.

ARTICLE XI
FORCE MAJEURE

11.01   Force Majeure Defined.

  For purposes of this Agreement, “Force Majeure” means an event or circumstance beyond the reasonable control of and without the fault or negligence of the Owner or Operator claiming Force Majeure (“Affected Party”), which, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Affected Party including, to the extent satisfying the above requirements, acts of God; earthquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; explosion; fire; war (declared or undeclared); military action; sabotage; riot; insurrection; civil unrest or disturbance; acts of terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the Affected Party; the binding order of any Governmental Authority, provided that the Affected Party has in good faith reasonably contested such order; the failure to act on the part of any Governmental Authority, provided that such action has been timely requested and diligently pursued; unavailability of equipment, supplies or products, but only to the extent caused by Force Majeure; failure of equipment, provided that the equipment has been operated and maintained in accordance with Good Utility Practice; and transportation delays or accidents, but only to the extent otherwise caused by Force Majeure; provided, however, that neither insufficiency of funds, financial inability to perform nor changes in market conditions shall constitute Force Majeure.

11.02   Effect of Force Majeure.

(a)        If an Affected Party is rendered wholly or partly unable to perform its obligations under this Agreement or its performance is delayed because of Force Majeure, such Affected Party shall be excused from, and shall not be liable for, whatever performance it is unable to perform or delayed in performing due to the Force Majeure to the extent so affected, provided that:

(i)         The Affected Party, as soon as reasonably practical after the commencement of the Force Majeure, gives the other Owner(s) and the Operator prompt written notice thereof, including a description of the particulars of the Force Majeure;

(ii)        The suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and

(iii)       The Affected Party uses Commercially Reasonable Efforts to overcome and remedy its inability to perform as soon as reasonably practical after the commencement of the Force Majeure.

(b)        Notwithstanding anything in this Article XI to the contrary, no payment obligation arising under this Agreement prior to the date of an event of Force Majeure shall be excused by such event of Force Majeure.

(c)        Whenever an Affected Party is required to commence or complete any action within a specified period and is prevented or delayed by Force Majeure from commencing or completing such action within the specified period, such period shall be extended by an amount equal to the duration of such event of Force Majeure occurring or continuing during such period.

ARTICLE XII
EVENTS OF DEFAULT

12.01   Event of Default.

  Each of the following events shall constitute an event of default (“Event of Default”) by the defaulting Owner (a “Defaulting Owner”):

(a)        the failure to make, when due, any payment required pursuant to this Agreement, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;

(b)        any representation or warranty made by such Defaulting Owner herein is false or misleading in any material respect when made, unless (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after notice thereof from the Non-Defaulting Owner, provided that if the fact, circumstance or condition that is the subject of such representation or warranty reasonably cannot be corrected within such thirty (30) day period, then the Defaulting Owner shall have an additional period of time (not to exceed sixty (60) days) in which to correct the fact, circumstance or condition that is the subject of such representation or warranty, and (ii) such cure removes any adverse effect on

the Non-Defaulting Owner of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented does not materially adversely affect the Non-Defaulting Owner;

(c)        a transfer, assignment or other disposition of its interest in this Agreement or its Ownership Interest (or Capacity Share) in the Transmission Facilities, in each case, in violation of Article XIX;

(d)       the failure to perform or breach of its covenants and obligations in Section 4.06;

(e)        the failure to be a Qualified Owner, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;

(f)        the failure to perform or breach of any material covenant or obligation set forth in this Agreement (other than provided for in Section 12.01(a), (b), (c), (d) or (e)), if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner, provided that if such failure or breach cannot reasonably be cured within thirty (30) days, then the Defaulting Owner shall have an additional period of time (not to exceed ninety (90) days) in which to cure such failure or breach so long as the Defaulting Owner commences good faith activities to cure the failure or breach during the initial 30-day cure period and continues to utilize its Commercially Reasonable Efforts to effect a cure; or

(g)        the Defaulting Party becomes Bankrupt.

12.02   Cure by Non-Defaulting Owner.

  If a Defaulting Owner fails to cure an Event of Default, then the Non-Defaulting Owner may, in its sole discretion, attempt to cure the Event of Default, provided that the Defaulting Owner shall reimburse the Non-Defaulting Owner for all costs and expenses incurred by or on behalf of the Non-Defaulting Party pursuant to this Section 12.02.

12.03   Remedies.

(a)        If an Event of Default occurs and is continuing, then the Non-Defaulting Owner shall be entitled to exercise any of it remedies at law or in equity, including recovery from the Defaulting Owner of any damages suffered as a result of the Event of Default, subject to Section 14.08.  The Non-Defaulting Party shall use Commercially Reasonable Efforts to mitigate any damages suffered as a result of the Event of Default.

(b)        The Owners acknowledge that the obligations and covenants performed by each Owner hereunder are unique and that the Non-Defaulting Owner will be irreparably injured should such obligations and covenants not be consummated in accordance with the terms and conditions of this Agreement.  Consequently, the Non-Defaulting Owner will not have an adequate remedy at law if the other Owner shall fail to perform its obligations and covenants hereunder.  The Non-Defaulting Owner shall have the right, in addition to any other remedy available under this Agreement, to specific performance of the Defaulting Owner's obligations

and covenants hereunder, and the Owners agree not to take a position in any proceeding arising out of this Agreement to the effect that the Non-Defaulting Party has an adequate remedy at law.
 

ARTICLE XIII
REPRESENTATIONS AND WARRANTIES

13.01   Representations and Warranties of PacifiCorp.  PacifiCorp represents and warrants to Idaho Power as of the Execution Date as follows:

(a)        It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)        It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.

(c)        It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.

(d)       The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.

(e)        This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.

(f)        Except as disclosed in Schedule 13.01(f), all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.

(g)        It is a Qualified Owner.

13.02   Representations and Warranties of Idaho Power.

  Idaho Power represents and warrants to PacifiCorp as of the Execution Date as follows:

(a)        It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)        It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.

(c)        It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.

(d)       The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.

(e)        This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.

(f)        Except as disclosed in Schedule 13.02(f), all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.

(g)        It is a Qualified Owner.

ARTICLE XIV
INDEMNIFICATION

14.01   Indemnities.

(a)        Subject to the provisions of Section 14.03 and Section 14.08, each Owner (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Owner (the “Indemnified Party”) and its Representatives, from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, losses, costs and expenses of whatsoever kind or character, including reasonable attorneys’ fees and expenses (collectively, “Claims”) of third parties, for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives) arising from the Indemnifying Party’s (including its Representatives’): (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform a material obligation under this Agreement.

(b)        In addition to and not in limitation of the indemnity provided in Section 14.01(a), but subject to the provisions of Section 14.03 and Section 14.08, each Owner, as Indemnifying Party, shall severally and not jointly, in accordance with its Ownership Interest, indemnify, defend and hold harmless the Operator, as Indemnified Party, and its Representatives from and against any and all third-party Claims for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities, in each case, arising under or in connection with this Agreement, including in connection with the performance by the

Operator of its obligations under this Agreement, except for such Claims or fines arising from the Operator’s or its Representatives’: (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement.
 

(c)        Subject to the provisions of Section 14.03 and Section 14.08, the Operator, as Indemnifying Party, shall indemnify, defend and hold harmless each Owner, as Indemnified Party, and its Representatives from and against any and all Claims for injury or death of persons or physical loss of or damage to property of Persons (including the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities or Losses incurred by the Indemnified Party and its Representatives, arising from the Operator’s and its Representatives’ (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement; provided, however, in no event shall the Operator be obligated to indemnify, defend or hold harmless an Owner and its Representatives from and against any such Claims or fines or Losses to the extent arising from such Owner’s or its Representatives’: (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform any material obligation under this Agreement.

14.02   Notice and Participation.

(a)        If an Indemnified Party intends to seek indemnification under this Article XIV with respect to any Claims, the Indemnified Party shall give the Indemnifying Party prompt written notice of such Claims upon the receipt of actual knowledge or information by the Indemnified Party of any possible Claims or of the commencement of such Claims.  The Indemnifying Party shall have no liability under this Article XIV for any Claim for which such notice is not provided, but only to the extent that the failure to give such notice materially impairs the ability of the Indemnifying Party to respond to or to defend the Claim.

(b)        The Indemnifying Party shall have the right to assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are in conflict with those available to the Indemnifying Party and that such conflict materially prejudices the ability of the counsel selected by the Indemnifying Party to represent both Parties, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party, at the Indemnifying Party’s expense, to assert such legal defenses and to otherwise participate in the defense of such Claim on behalf of such Indemnified Party, and the Indemnifying Party shall be responsible for the reasonable fees and expenses of such separate counsel.

(c)        Should any Indemnified Party be entitled to indemnification under this Article XIV as a result of a Claim by a third party, and should the Indemnifying Party fail to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim, the Indemnified Party may, at

the expense of the Indemnifying Party, contest or, with or without the prior consent of the Indemnifying Party, settle such Claim.

(d)       Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or is entitled to seek indemnification pursuant to this Article XIV unless (i) it has obtained the prior written consent of the Indemnifying Party, or (ii) the Indemnifying Party has failed to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim.

(e)        Except to the extent expressly provided otherwise herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party; provided, however, that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such proceeding, which settlement includes a full release of the Indemnified Party for any and all liability with respect to such Claim, and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party’s reasonable legal fees and other costs related to the defense of the Claim paid or incurred prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party with respect to the Claim, or portion thereof, that is the subject of such settlement agreement.

14.03   Net Amount.

  Subject to the limitation in Section 14.02(e), if applicable, in the event that an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Article XIV, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party’s actual Claims, net of any insurance or other recovery actually received by the Indemnified Party.

14.04   No Release of Insurers.

  The provisions of this Article XIV shall not be deemed or construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies.

14.05   Mitigation.

  Each Indemnified Party entitled to indemnification hereunder shall take use Commercially Reasonable Efforts to mitigate all Claims after becoming aware of any event which could reasonably be expected to give rise to any Claims that are indemnifiable or recoverable hereunder or in connection herewith.

14.06   Assertion of Claims.

  No Claim of any kind shall be asserted against any Owner or the Operator, whether arising out of contract, tort (including negligence), strict liability, or any other cause of or form of action, unless it is filed in a court of competent jurisdiction, or a demand for arbitration is made, within the applicable statute of limitations period for such Claim.

14.07   Survival of Obligation.  The duty to indemnify under this Article XIV shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any Claim arising out of an event or condition which occurred or existed prior to such expiration or termination.

14.08   Limitation on Liability.

(a)        Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement in any action at law or in equity, whether based on contract, tort or strict liability or otherwise, for any special, incidental, indirect, exemplary, punitive or consequential damages or losses, including any loss of revenue, income, profits or investment opportunities, loss of the use of equipment, or the cost of temporary equipment or services, provided that any fines or penalties levied or imposed by Governmental Authorities shall not be excluded under this Section 14.08(a) as special, incidental, indirect, exemplary, punitive or consequential damages or losses.

(b)        Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement if and to the extent that the Agreement Limiting Liability Among Western Interconnected Systems executed by Idaho Power on August 5, 1985 and by PacifiCorp on August 22, 1973 (the “WIS Agreement”) is then in effect between the Parties and expressly limits or precludes such liability.  Nothing in this Agreement shall amend or otherwise affect in any way the terms and conditions of or liability of the Parties under the WIS Agreement.

ARTICLE XV
PROPRIETARY INFORMATION

15.01   Disclosure of Proprietary Information Prohibited.  Any Proprietary Information of a Party (whether in its capacity as Owner or Operator) (the “Transferor”) which is disclosed to or otherwise received or obtained by the other Party (whether in its capacity as Owner or Operator) (the “Transferee”) incident to this Agreement shall be held in confidence and the Transferee shall not (subject to Sections 15.02, 15.03 and 15.05) publish or otherwise disclose any Proprietary Information of the Transferor to any Person for any reason or purpose whatsoever, or use any Proprietary Information for any purpose other than performance under this Agreement, without the prior written approval of the Transferor, which approval may be granted or withheld by the Transferor in its sole discretion.  Without limiting the generality of the foregoing, each Transferee shall observe at a minimum the same safeguards and precautions with regard to the Transferor’s Proprietary Information which the Transferee observes with respect to its own information of the same or similar kind.

15.02   Disclosure by Representatives.  Each Transferee agrees that it will make available Proprietary Information received from a Transferor to its own representatives only on a need-to-know basis, and that all Persons to whom such Proprietary Information is made available will be made aware of the confidential nature of such Proprietary Information, and will be required to agree to hold such Proprietary Information in confidence in accordance with the terms hereof.

15.03   Permitted Disclosures.  Notwithstanding anything to the contrary contained in this Article XV:

(a)        A Transferee may provide any Proprietary Information to any Governmental Authority having jurisdiction over or asserting a right to obtain such information, provided that (i) such Governmental Authority orders that such Proprietary Information be provided, and (ii) unless prohibited from so doing by applicable Governmental Requirements, the Transferee promptly advises the Transferor of any request for such information by such

Governmental Authority and cooperates in giving the Transferor an opportunity to present objections, requests for limitation, and/or requests for confidentiality or other restrictions on disclosure or access, to such Governmental Authority.
 

(b)        A Transferee may, to the extent required, disclose Proprietary Information to any Governmental Authority in connection with the application for any Governmental Authorization; provided that unless prohibited from so doing by applicable Governmental Requirements, the Transferee shall provide the Transferor prior written advance notice of such disclosure and the Proprietary Information that is to be disclosed.

(c)        A Transferee may disclose such Proprietary Information regarding the existence and terms of this Agreement as such Transferee deems necessary to enable it to comply with the Securities Exchange Act of 1934, or the rules, regulations and forms of the Securities and Exchange Commission, issued thereunder or the applicable rules of any stock exchange, or as otherwise required by applicable Governmental Requirements.

15.04   Injunctive Relief.  In the event of a breach or threatened breach of the provisions of this Article XV by any Transferee, the Transferor shall be entitled to an injunction restraining the Transferee from such breach or threatened breach.  Nothing contained herein shall be construed as prohibiting the Transferor from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement.

15.05   Publicity.  Any public relations matters, including public announcements and press releases or similar publicity, arising out of or in connection with the terms of this Agreement or the transactions contemplated herein, shall be coordinated and agreed to between the Owners prior to said announcement or release.

15.06   Proprietary Information Defined.  For purposes of this Agreement, “Proprietary Information” means all information, written or oral, which has been or is disclosed by the Transferor, or by any Representative of the Transferor, or which otherwise becomes known to the Transferee, or to any Representative of such Transferee, or any other party in a confidential relationship with, the Transferee, and which (a) relates to matters such as patents, trade secrets, research and development activities, draft or final contracts or other business arrangements, books and records, budgets, cost estimates, pro forma calculations, engineering work product, environmental compliance, vendor lists, suppliers, manufacturing processes, energy consumption, pricing information, private processes, and other similar information, as they may exist from time to time, (b) relates to the existence or the terms, including pricing and other commercial terms, of this Agreement, or (c) the Transferor expressly designates in writing to be confidential, provided that “Proprietary Information” shall exclude information falling into any of the following categories:

(i)  Information that, at the time of disclosure hereunder, is in the public domain, other than information that entered the public domain by breach of this Agreement by Transferee;

(ii)        Information that, after disclosure hereunder, enters the public domain, other than information that enters the public domain by breach of this Agreement by Transferee;

(iii)       Information, other than that obtained from third-parties, that prior to disclosure hereunder, was already in Transferee’s possession, either without limitation on disclosure to others or subsequently becoming free of such limitation;

(iv)       Information obtained by Transferee from a third-party having an independent right to disclose the information; or

(v)        Information that is available through independent research without use of or access to the Proprietary Information.

15.07   Survival.

  The provisions of this Article XV shall continue in full force and effect during the Term and for a period of two (2) years thereafter, notwithstanding the expiration or termination of this Agreement, with respect to any Proprietary Information obtained by any Transferee prior to such expiration or termination.

ARTICLE XVI
RELIABILITY

16.01   Reliability.   The Operator shall be responsible for compliance with all Reliability Standards applicable to the Owners and the Operator with respect to the Transmission Facilities.

ARTICLE XVII
TAXES

17.01   No Partnership.  Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture or association among the Owners or any of them, the sole purpose of this Agreement being limited to (a) the allocation of the Ownership Interests (and Capacity Share) in the Transmission Facilities and (b) provision for (i) the orderly and efficient construction, repair, modification, rehabilitation, operation and maintenance of the Owners’ respective separate undivided Ownership Interests in the Transmission Facilities, and (ii) the interconnection of the Owners’ respective Transmission Systems.  Each Owner agrees and covenants that it shall not take or omit to take any action or reporting position with any Governmental Authority contrary to this Section 17.01.

17.02   761 Election.  The Owners intend that, as tenants in common and owners of undivided Ownership Interests, for United States income tax purposes the Owners shall elect in accordance with the provisions of section 761 of the Internal Revenue Code of 1986, as amended (“Code”), and the applicable income tax regulations thereunder (“Regulations”), to be excluded from all of the provisions of Subchapter K of the Code upon the first occasion in which such election may be filed under these Regulations and that, if such election is not filed, this Agreement shall constitute an election under Regulations section 1.761-2(b)(2)(ii) to be excluded from all of the provisions of Subchapter K of the Code and the applicable Regulations, beginning

with the first year of the creation of the tenancy in common as contemplated by this Agreement and that no Owner shall object to any such election.

17.03   Responsibility for Taxes.  It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement.  To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 17.03, the Operator shall report, file returns with respect to and pay such Taxes and each other Owner shall immediately reimburse the Operator for each such Owner’s Ownership Interest percentage of such Taxes.  The Operator shall not have any obligation to contest or to seek refund of such Taxes; provided, however, that the Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine.  Each Owner shall on request pay to the Operator such Owner’s Ownership Interest percentage of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion.  Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.

17.04   Indemnification.  Each Owner (the “Tax Indemnifying Party”) shall indemnify and hold harmless the other Owner (the “Tax Indemnitee Party”), on an after-tax basis, from and against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or the Transmission Facilities or any part thereof, to the extent such Taxes are the responsibility of the Tax Indemnifying Party pursuant to this Article XVII.

17.05   Determination of Depreciation and Other Matters.  Each Owner shall determine the basis and method it will use for purposes of depreciation and other matters where investment of the Transmission Facilities is relevant.

ARTICLE XVIII
DISPUTES

18.01   Exclusive Procedure.  Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, interpretation, termination, performance or validity of this Agreement (each, a “Dispute”) shall be resolved pursuant to the procedures of this Article XVIII.

18.02   Dispute Notices. If a Dispute arises between the Owners or between the Operator and one or both of the Owners, then any Party to such Dispute (each, a “Disputing Party”) may provide written notice thereof to the other Disputing Party or Disputing Parties, including a detailed description of the subject matter of the Dispute (the “Dispute Notice”).  Any Disputing Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case the Disputing

Parties nonetheless will continue to pursue resolution of the Dispute pursuant to this Article XVIII.

18.03   Informal Dispute Resolution.

(a)        The Disputing Parties shall make a good faith effort to resolve the Dispute by prompt negotiations between and/or among each Disputing Party’s representative so designated in writing to the other Disputing Party or Disputing Parties (each a “Manager”).  If the Managers are not able to resolve the Dispute within thirty (30) days after the date of the Dispute Notice, they shall refer the matter to the designated senior officers of their respective companies (the “Executive(s)”), who shall have authority to settle the Dispute.  If the Executives are not able to resolve the Dispute within sixty (60) days after the date of the Dispute Notice, then the Dispute shall be resolved pursuant to Section 18.04.

(b)        All communications and writings exchanged between and/or among the Disputing Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between and/or among the Disputing Parties, either with respect to the current Dispute or any future Dispute between and/or among the Owners and/or the Operator.

18.04  Submission of Dispute to FERC or Approved Courts.  If a Dispute cannot be settled amicably between the Disputing Parties pursuant to Section 18.03, then any Disputing Party may, in its sole discretion, within one (1) year after the conclusion of the time period for informal dispute resolution specified in Section 18.03, submit such Dispute (a) to FERC or (b) to the jurisdiction of the state courts situated in Idaho or the United States District Court for the District of Idaho (the “Approved Courts”).  Each of PacifiCorp and Idaho Power, in its capacity as an Owner and as the Operator, consents to and accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the Approved Courts and appellate courts from any appeal thereof, and irrevocably waives any objection which it may now or hereafter have to the jurisdiction of the Approved Courts.  Each of PacifiCorp and Idaho Power, in its capacity as an Owner and as the Operator, further irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, proceeding or other action brought pursuant to this Article XVIII in any of the Approved Courts, and irrevocably waives, to the fullest extent permitted by law, and agrees not to plead or claim in any such Approved Court that any suit, proceeding or other action brought therein has been brought in an inconvenient forum.

18.05   Continued Performance.  During the pendency of any Dispute, each Owner and the Operator shall continue to perform all of its respective obligations under this Agreement.

ARTICLE XIX
ASSIGNMENT

19.01   Prohibited Transfers and Assignments.  Neither Idaho Power nor PacifiCorp shall have the right to transfer, assign or otherwise dispose of, in whole or in part, its interest in this Agreement, including its rights, duties and obligations hereunder, nor to transfer, assign or

otherwise dispose of, in whole or in part, its Ownership Interest (or Capacity Share) in the Transmission Facilities, except as permitted under this Article XIX.

19.02   Permitted Assignments and Transfers.  The restrictions set forth in Section 19.01 shall not restrict:

(a)        dispositions and sales by the Operator incident to renewals or replacements of the Transmission Facilities;

(b)        the right of an Owner to subject any of its Ownership Interest (and Capacity Share) to the lien of any mortgage upon all or a portion of its own physical electric utility property or to otherwise collaterally assign its rights and obligations in this Agreement to a lender or other person providing financing to the Owner;

(c)        the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) in connection with any sale, merger or other transfer of substantially all of such Owner’s electric transmission facilities as an operating entity; provided, however, that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;

(d)       the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) to an Affiliate of the Owner which owns all or substantially all of the transmission facilities of such Owner; provided, however, that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;

(e)        the right of any Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) to a third party; provided that:  (i) the other Owner, in its sole discretion, approves such transfer and approves the third-party purchaser as having demonstrated that it is financially and technically capable of performing the transferring Owner’s (and, in the case where Idaho Power is the transferring Owner, Operator’s) obligations under this Agreement, and (ii) the other Owner is offered the right of first refusal to purchase such Ownership Interest (and Capacity Share) and all of the transferring Owner’s rights and obligations in this Agreement (including as part of such transfer, in the case where Idaho Power is the transferring Owner, all of its rights and obligations in this Agreement as the Operator), on terms no less favorable than those offered to such proposed third-party purchaser; provided, however, that the effectiveness of such assignment shall be conditioned upon the third-party purchaser (A) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and

obligations of the assigning Owner (including as part of such transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) as of the assignment date and (B) qualifying as a Qualified Owner on the assignment date; and
 

(f)        the right of an Owner to schedule and provide transmission service (in the amount of its Capacity Share) over the Transmission Facilities under the Owner’s OATT and to schedule and transmit an amount of energy commensurate with the Owner’s Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owner’s transmission customers; provided, however, that at no time shall an Owner be entitled to post, sell, schedule or transmit transmission service or an amount of energy over the Transmission Facilities greater than its Capacity Share, unless otherwise mutually agreed to in writing in advance by the other Owner.

ARTICLE XX
MISCELLANEOUS

20.01   Notices.

(a)        Any notice, demand, request or other communication required or permitted to be given pursuant to this Agreement shall be in writing and signed by the Owner or Operator giving such notice, demand, request or other communication and shall be hand delivered or sent by certified mail, return receipt requested, or overnight courier to the other Owner and/or Operator at the address set forth below:

If to Idaho Power:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID 83702
	Attn:  Manager, Grid Operations
	Telephone:  208-388-5669
With a copy to:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID  83702
	Attn:  Legal Department
	Telephone:  208-388-2300
If to PacifiCorp:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:    Director, Transmission Service
	Telephone:  503-813-6712

With a copy to:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:  Legal Department
	Telephone:  503-813-5854
If to Operator:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID 83702
	Attn:  Manager, Grid Operations
	Telephone:  208-388-5669
With a copy to:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID  83702
	Attn:  Legal Department
	Telephone:  208-388-2300

(b)        Each Owner and the Operator shall have the right to change the place to which any notice, demand, request or other communication shall be sent or delivered by similar notice sent in like manner to the other Owner(s) and the Operator.  The effective date of any notice, demand, request or other communication issued pursuant to this Agreement shall be when:  (i) delivered to the address of the Owner or Operator personally, by messenger, by a nationally or internationally recognized overnight delivery service or otherwise; or (ii) received or rejected by the Owner or Operator, if sent by certified mail, return receipt requested, in each case, addressed to the Owner or Operator at its address and marked to the attention of the person designated above (or to such other address or person as an Owner or Operator may designate by notice to the Owners and/or Operator effective as of the date of receipt by such Owners and/or Operator).

20.02   Entire Agreement.  This Agreement and the Exhibits attached hereto, and the other documents between the Owners referenced herein constitute the entire agreement between the Owners and the Operator and supersede all prior agreements and understandings, whether oral and written, between the Owners and the Operator with respect to the subject matter hereof.  There are no oral understandings, terms or conditions and neither Owner nor the Operator has relied upon any representation or warranty, expressed or implied, not contained in this Agreement.

20.03   Parties Bound.  This Agreement shall be binding upon each of the Owners and the Operator and their respective successors and permitted assigns.

20.04   Amendments.

(a)        Except as otherwise provided in Section 20.04(c), this Agreement may not be amended, supplemented or otherwise modified, other than pursuant to an instrument in writing executed by the Owners.

(b)        Absent agreement of both Parties to the proposed change and except as otherwise provided in Section 20.04(c), the standard of review for changes to this Agreement proposed by a Party, or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956); provided that the standard of review for any modification to this Agreement requested by non-contracting third parties shall be the most stringent standard permissible under then-applicable law.

(c)        Nothing contained in this Agreement shall be construed as affecting in any way the right of either Party to unilaterally make application to FERC under Section 205 or Section 206 of the Federal Power Act for a change in the charges set forth in Exhibit F.  It is the intent of the Parties that the standard of review that FERC will apply to any such unilateral application shall be the just and reasonable standard of review rather than the “public interest” standard of review.

20.05   Waivers.  No waiver by any Owner or the Operator of any one or more defaults by any other Owner or the Operator in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature.  Any delay, less than any applicable statutory period of limitations, in asserting or enforcing any rights under this Agreement shall not be deemed a waiver of such rights.  Failure of any Owner or the Operator to enforce any provisions hereof shall not be construed to waive such provision, or to affect the validity of this Agreement or any part thereof, or the right of any Owner thereafter to enforce each and every provision thereof.

20.06   Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to conflicts of laws principles.

20.07   Headings.  Article and Section headings used in this Agreement (including headings used in any Exhibits attached hereto) are for convenience of reference only and shall not affect the construction of this Agreement.

20.08   Relationship of Parties.  The covenants, obligations, and liabilities of the Owners are intended to be several and not joint or collective, and nothing herein contained shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation or liability on or with regard to any of the Owners.  Each Owner shall be individually responsible for its own covenant, obligations and liability as herein provided.  No Owner shall be under the control of, or shall be deemed to control, the other Owner.  Neither Owner shall have a right nor power to bind the other Owner without its express written consent.

20.09   Severability.  In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Owners and the Operator.  The Owners and the Operator further agree to replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.

20.10   No Third Party Beneficiaries.  Nothing express or implied in this Agreement is intended to nor shall be construed to confer upon or give to any Person (other than the Owners and the Operator) any rights or remedies under or by reason of this Agreement or any transaction contemplated herein.

20.11   Further Assurances.  Each Owner and the Operator agrees to execute and deliver from time to time such additional documents, and take such additional actions, as may be reasonably required by the other Owner or the Operator to give effect to the purposes and intent hereof.

20.12   Conflict of Interest.  Nothing in this Agreement shall prohibit any Owner or the Operator from engaging in or possessing any interest in other projects or business ventures of any nature and description, independently or with others.

20.13   Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be original, and all of which together shall constitute one agreement.  Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, shall be the same as delivery of an original.  At the request of either Owner or the Operator, the other Owner or the Operator, as applicable, will confirm electronically transmitted signatures by signing an original document.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the Owners has caused its duly authorized representative to execute this Hemingway Joint Ownership and Operating Agreement as of the date first above written.

IDAHO POWER:	IDAHO POWER COMPANY,
	AS OWNER AND OPERATOR
	By:  _____________________________
	Name:______________________________
	Title:_______________________________
PACIFICORP:	PACIFICORP,
	AS OWNER
	By:  _____________________________
	Name:______________________________
	Title:_______________________________

EXHIBIT A

Description of Transmission Facilities and Common Facilities

Section I.  Description of Transmission Facilities.¹

The Transmission Facilities includes all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the MPSN (Midpoint Substation) 1 and SMLK (Summer Lake) line terminals depart to the tap line segments.  The major equipment included in the Transmission Facilities consists of six 500kV breakers and one spare 500kV breaker (stored on location), seventeen 500kV airbreaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2.  Also included in the Transmission Facilities are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment.  The Transmission Facilities also includes all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing Midpoint–Summer Lake Line.

STATION
QTY	Equipment Description	Item
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 2000Amp	206
1	Power Circuit Breaker, 550kV 2000Amp	204
1	Power Circuit Breaker, 550kV 2000Amp	204
10	Local Equipment Annunciator Units for Reactors and Breakers
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1

¹For asset accounting purposes, PacifiCorp may request unit of property breakdown information with greater detail than shown in this Exhibit A at the conclusion of construction.  Idaho Power will make reasonable and timely accommodation to such a request, not to exceed the level of detail produced for its own internal asset accounting purposes.

1	Shunt Capacitor, 550kV 220MVAR Expandable to 330MVAR	203
13	Switch, Motor Operated Airbreak, 500kV 4000A	208
3	Switch, Motor Operated Airbreak, 500kV 2000A	209-1
1	Switch, Motor Operated Airbreak w/ GND Switch, 500kV 2000A	209-2
12	Capacitor Voltage Transformer, 500kV	211
6	Capacitor Voltage Transformer, 500kV w/ Carrier Accessories	212
6	Line Trap, 500kV 3000A	214-1
6	Line Tuner, Single Phase Units	214-2
12	Surge Arrestor, 318kV MCOV	215
6	Surge Arrestor, 144kV MCOV	238
138	Insulator, Station Post, 500kV 1800BIL	217
48	Insulator, Station Post, 500kV 1800BIL	218
153	Insulator, Suspension, Polymer 500kV Class	220
QTY	Structure Description	Item
2	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-1
4	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-2
51	Steel Structure, 500kV 3-ph Airbreak Support	106-1
12	Steel Structure, 500kV CCVT Structure	107-1
6	Steel Structure, 500kV Line Trap Structure	107-2
9	Steel Structure, 500kV Surge Arrestor Structure	108
10	Steel Structure, 500kV Strain Bus A-Frame Structure	101
2	Steel Structure, 500kV Transfer Bus Structure, Reactor	103
2	Steel Structure, 500kV Transfer Bus Structure, Spare for Reactor	103
6	Steel Structure, 500kV 3-ph Bus Support, Future Airbreak Support	106-2
117	Steel Structure, Lally, 500kV 1-ph Low	110

	Bus Support
3	Steel Structure, Lally, 500kV 1-ph Low Bus Support	110
16	Steel Structure, Lally, 500kV 1-ph Low Bus Support	111
QTY	Conductor Description	Item
3,500 ft	Conductor, 6” Aluminum Pipe, Schedule 80, 6063-T6	300
3,500 ft	Conductor, 1590 ACSR (Dampening for 6” Bus)	303
20,000 ft	Conductor, Strain Bus, 1780 ACSS “CHUKAR” 1.601 Diameter	304
6,750 ft	Conductor, 3/8” EHS Shield Wire	306
75,615 ft	Control Cable
QTY	Panel Description	P Number
1	Panel E9: SMLK 11-1 (Pri. #1 Relay)	5933
1	Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control)	5934
1	Panel E11: SMLK 11-3 (Pri. #3 Relay)	5935
1	Panel E12: SMLK L511 Protection & 511Z Control	5936
1	Panel E13: SMLK 511Z BF & Lockout	5937
1	Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action)	5947
1	Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2)	5953
1	Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2)	5954
1	Panel H9: MPSN#1 11-1 (Pri. #1 Relay)	5955
1	Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control)	5956
1	Panel H11: MPSN#1 11-3 (Pri. #3 Relay)	5957
1	Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control)	5966
1	Panel L14: C513 11-2 (Pri. #2 Relay)	5967
13	Panel Rack and Frames
1	Intertie Cabinet EF2: SUMMER LAKE 500kV LINE (535A/536A/511Z/L511/CCVT’s)	5985

1		Intertie Cabinet GH@: MPSN #1 500kV LINE (538A/539A/CCVT’s)	5987
1		Intertie Cabinet KL2: MPSN #2 500kV LINE(FUTURE) / C513	5991
QTY		Foundation Description
156		Other structures (for Items 101, 103, 106-2, 100, 111)
6		Deadend Structures (for Items 100-1 and 100-2)
78		Equipment Structures
3		Reactor oil containment
370 ft		Fence, Capacitor Bank Barrier
6		Key Interlock for Capacitor Bank Barrier Fence
TAP
QTY		Line Material Description
8		Dead-end, Single Pole Tubular Steel w/ Foundation
2		Tangent, Single Pole Tubular Steel w/ Foundation
2406		Insulator, 10” 52-5 b&s 30k
6		Insulator, Horizontal Post 500kV
40,500 ft		Conductor,  1272 ACSR 45/7 Bitten
8,500 ft		Overhead Ground Wire, 3/8 EHS Steel
	Section II.  Description of Common Facilities.
		Description
		Land
		Site Prep and Improvements
		Fencing
		Grounding
		Cable Trench
		Control Building
		DC Batteries and Chargers
		Local Service
		Cabling and Controls not directly associated with Transmission Facilities above or 230 kV equipment

EXHIBIT B

[Intentionally omitted.]

EXHIBIT C

Ownership Interests

Owner	Ownership Interest
Idaho Power	41.0%
PacifiCorp	59.0%

Each Owner’s percentage Ownership Interest in the Transmission Facilities shall be determined based on the average of the percentage of Transmission Line Capacity of each 500 kV transmission line or transformer that has a connection to the Transmission Facilities at the Hemingway Substation that such Owner owns or controls.  For purposes of this Exhibit C, “Transmission Line Capacity” means, in respect of each 500 kV transmission line or transformer that has a connection to the Transmission Facilities at the Hemingway Substation, the total amount of rated transmission capacity of such transmission line or transformer, provided that the Owners agree that (i) neither the Transmission Line Capacity nor either Owner’s Ownership Interest shall change as a result of a temporary or permanent change in the rated transmission capacity of any such transmission lines or transformers that are connected to the Transmission Facilities at the Hemingway Substation and that were installed during 2010 and (ii) the Transmission Line Capacity and the Owners’ Ownership Interests shall only change, if at all, when an additional 500 kV transmission line or transformer is interconnected to the Hemingway Substation after 2010.

EXHIBIT D

[Intentionally omitted.]

EXHIBIT E

Construction Budget

$375,920.00

EXHIBIT F

Monthly Transmission Facilities O& M Charge and
Monthly Common Facilities Charge

The Monthly Transmission Facilities O&M Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Transmission Facilities, (2) PacifiCorp’s Ownership Interest, and (3) the O&M Expense Factor.

For purposes of this Exhibit F:

(i)         “Installed Cost of the Transmission Facilities” means the original and actual aggregate Cost of the Transmission Facilities incurred by or on behalf of Idaho Power as of the date construction of the Transmission Facilities is completed pursuant to Article III, trued-up to final Cost after all work orders for the construction of the Transmission Facilities are closed to account; and

(ii)        the “O&M Expense Factor” means 0.2036% per month.

The Monthly Common Facilities Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Common Facilities, (2) PacifiCorp’s Ownership Interest, and (3) the Common Facilities Factor. 

For purposes of this Exhibit F:

(i)         “Installed Cost of the Common Facilities” means the original and actual aggregate Cost of the Common Facilities incurred by or on behalf of Idaho Power as of the date construction of the Transmission Facilities is completed pursuant to Article III, trued-up to final Cost after all work orders for the construction of the Common Facilities are closed to account; and

(ii)        the “Common Facilities Factor” means 0.9653% per month.

EXHIBIT G

Point of Interconnection

See attached.

EXHIBIT H

Milestones

Milestone	Milestone Date
Filing of this Agreement at FERC for approval	5 Business Days after the Execution Date
500 kV yard energized	May 28, 2010
WECC ratings approved	June 15, 2010

SCHEDULE 13.01(f)

PacifiCorp’s Outstanding Governmental Authorizations

SCHEDULE 13.02(f)

Idaho Power’s Outstanding Governmental Authorizations

Exhibit H

Form of Populus Joint Ownership and Operating Agreement

This Populus Joint Ownership and Operating Agreement, dated this __ day of ____, 2010 (the “Execution Date”), is between PacifiCorp, an Oregon corporation, acting in its regulated transmission provider function (“PacifiCorp”), and Idaho Power, an Idaho corporation, acting in its regulated transmission provider function (“Idaho Power”).  Each of PacifiCorp and Idaho Power are sometimes hereinafter referred to individually as “Owner” and collectively as “Owners”.

RECITALS:

WHEREAS, PacifiCorp owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the 345 kV Populus substation (the “Populus Substation”) which PacifiCorp is currently constructing near Downey, Idaho to provide additional transfer capability for power to serve PacifiCorp’s retail and wholesale customers and to provide line terminal connections for existing transmission lines located near the Populus Substation including the Kinport-Bridger Line, the Borah-Bridger Line and the Borah-Ben Lomond Line (each as defined below);

WHEREAS, Idaho Power has contractual rights to a portion of the transmission capacity of the Kinport-Bridger Line and the Borah-Bridger Line, both of which are located near the Populus Substation;

WHEREAS, PacifiCorp and Idaho Power believe that interconnecting the PacifiCorp Transmission System at the Populus Substation with the Kinport-Bridger Line and the Borah-Bridger Line will benefit both of the Owners and their customers;

WHEREAS, PacifiCorp and Idaho Power are parties to that certain Joint Purchase and Sale Agreement, dated as of April 30, 2010 (the “JPSA”), pursuant to which PacifiCorp has sold to Idaho Power and Idaho Power has purchased from PacifiCorp an undivided ownership interest in certain transmission and interconnection equipment and facilities at the Populus Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that were installed at the Hemingway Substation on or before the Closing Date, the “Transferred Transmission Facilities”);

WHEREAS, PacifiCorp individually owns additional equipment and facilities at the Populus Substation that serve the PacifiCorp Transmission System and will not be part of the Transmission Facilities (as defined below), but that PacifiCorp will make available to support the operation of the Transmission Facilities (as further described in Section II of Exhibit A, the “Common Facilities”);

WHEREAS, PacifiCorp individually owns additional equipment and facilities at the Populus Substation that will not be part of the Transmission Facilities, jointly owned by the Parties, or part of the Common Facilities used to support the operation of the Transmission Facilities (the “PacifiCorp Individually-Owned Populus Facilities”); and

WHEREAS, Idaho Power and  PacifiCorp desire to memorialize the terms and conditions by which they will: (i) construct and commission additional transmission and interconnection equipment and facilities at the Populus Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that had not been installed at the Hemingway Substation on or before the Closing Date, the “Jointly-Developed Transmission Facilities”); (ii) jointly own and develop the Transferred Transmission Facilities and the Jointly-Developed Transmission Facilities (collectively, the “Transmission Facilities”), (iii) operate and maintain the Transmission Facilities; (iv) interconnect the PacifiCorp Transmission System and the Transmission Facilities at the Populus Substation; and (v) establish the obligations of the Operator (as defined below) with respect to compliance with Reliability Standards (as defined below) applicable to the Transmission Facilities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Idaho Power and PacifiCorp agree as follows:

ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION

1.01     Definitions.  Unless the context otherwise requires, the following capitalized terms have the meanings given to them below:

“Affected Party” has the meaning given to such term in Section 11.01.

“Affected System” has the meaning given to such term in the applicable Owner’s OATT.

“Affected System Operator” has the meaning given to such term in the applicable Owner’s OATT.

“Affiliate” means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided, however, that in the case of PacifiCorp, “Affiliate” means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries.  For the purposes of this definition, “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (i) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (ii) the right to direct the policies or operations of such Person.

“Agreement” means this Joint Ownership and Operating Agreement (including all Exhibits attached hereto), as the same may be amended and supplemented from time to time in accordance with the terms hereof.

“Amendment” has the meaning given to such term in Section 7.01(a).

“Approved Courts” has the meaning given to such term in Section 18.04.

“Bankrupt” means, with respect to any Person, that such Person:   (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.

“Ben Lomond-Populus Lines” means the three (3) 345 kV transmission lines extending from the Ben Lomond Substation to the Populus Substation.

“Ben Lomond Substation” means the existing substation located near Ogden, Utah, which is owned by PacifiCorp.

 “Borah Substation” means the existing substation located near Idaho Falls, Idaho, which is owned by Idaho Power.

“Borah-Bridger Line” means the 345 kV transmission line extending from the Borah Substation to the Bridger Substation.

“Borah-Ben Lomond Line” means the 345 kV transmission line extending from the Borah Substation to the Ben Lomond Substation.

“Borah-Populus Lines” means the two (2) 345 kV transmission lines extending from the Borah Substation to the Populus Substation.

“Bridger Substation” means the existing substation located near Rock Springs, Wyoming, which is jointly owned by Idaho Power and PacifiCorp.

“Business Days” means any day except a Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.

“Capacity Share” has the meaning given to such term in Section 4.02.

“Capital Upgrade Notice” has the meaning given to such term in Section 7.01.

“Claims” has the meaning given to such term in Section 14.01(a).

“Closing Date” has the meaning given to such term in the JPSA.

“Code” has the meaning given to such term in Section 17.02.

“Commercially Reasonable Efforts” means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).

“Common Facilities” has the meaning given to such term in the recitals.

“Construction Budget” has the meaning given to such term in Section 3.05(b).

“Construction Costs” has the meaning given to such term in Section 3.05(a).

“Construction Costs Cap” has the meaning given to such term in Section 3.05(b).

“Construction Project” has the meaning given to such term in Section 3.01(a).

“Continuing Owner” has the meaning given to such term in Section 8.03.

“Costs” means, with respect to the Operator’s construction of facilities pursuant to this Agreement, including the Transmission Facilities and capital upgrades and improvements thereto, or such construction on behalf of the Operator, the Operator’s actual cost of (i) preliminary surveys and investigations and property acquisitions in connection with such facilities and (ii) the development, design, engineering, procurement and construction of such facilities, including an allowance for funds used during construction and applicable overheads determined in accordance with the Operator’s customary practices, as calculated in accordance with FERC’s Uniform System of Accounts.

“Damaged Facilities” has the meaning given to such term in Section 8.01.

“Damage Notice” has the meaning given to such term in Section 8.01.

“Decommissioning Notice” has the meaning given to such term in Section 9.03.

“Defaulting Owner” has the meaning given to such term in Section 12.01.

“Delegate” has the meaning given to such term in Section 5.04.

“Dispute” has the meaning given to such term in Section 18.01.

“Dispute Notice” has the meaning given to such term in Section 18.02.

“Disputing Party” has the meaning given to such term in Section 18.02.

“Electing Owner” has the meaning given to such term in Section 7.01(a).

“Event of Default” has the meaning given to such term in Section 12.01.

“Execution Date” has the meaning given to such term in the preamble.

“Executive(s)” has the meaning given to such term in Section 18.03(a).

 “FERC” means the Federal Energy Regulatory Commission.

“FERC Methodology” has the meaning given to such term in Section 5.08(b).

“FERC Uniform System of Accounts” means the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Jurisdiction of the Federal Power Act prescribed by FERC, and codified as of the Execution Date at 18 C.F.R. Part 101, as the same may be amended from time to time.

“Force Majeure” has the meaning given to such term in Section 11.01.

“Good Utility Practice” means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition.  Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region, including those practices required by Federal Power Act section 215(a)(4), 16 U.S.C. § 824o(a)(4)(2006).

“Governmental Authority” means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power, including FERC, NERC or any regional reliability council; or any court or governmental tribunal, in each case, having jurisdiction over either Owner (including PacifiCorp in its capacity as Operator) or any of its Affiliates or the ownership, use, operation and maintenance, repair and reconstruction, or retirement and decommissioning of all or a portion of the Transmission Facilities.

“Governmental Authorizations” means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Authority.

“Governmental Requirements” means all laws, statutes, ordinances, rules, regulations, codes, and similar acts or promulgations or other legally enforceable requirements of any Governmental Authority.

“Idaho Power” has the meaning given to such term in the preamble.

“Idaho Power Transmission System” means the transmission facilities owned, controlled or operated by Idaho Power that are used to transmit electricity to Idaho Power’s retail and wholesale electric service customers.

“Indemnified Party” has the meaning given to such term in Section 14.01(a).

“Indemnifying Party” has the meaning given to such term in Section 14.01(a).

“Interconnection” means the interconnection of the Populus Substation with (i) the Borah-Populus Lines, (ii) the Ben Lomond-Populus Lines, (iii) the Kinport-Populus Line, and

(iv) the Populus-Bridger Lines at the Point of Interconnection, in each case, as more specifically described in the one-line diagram set forth in Exhibit G.

 “Interconnection Customer” has the meaning given to such term in the applicable Owner’s OATT.

“Interconnection Owner” has the meaning given to such term in Section 6.03.

 “Interrupting Owner” has the meaning given to such term in Section 10.05(c).

“Jointly-Developed Transmission Facilities” has the meaning given to such term in the recitals.

“JPSA” has the meaning given to such term in the recitals.

“Kinport-Bridger Line” means the 345 kV transmission line extending from the Kinport Substation to the Bridger Substation.

“Kinport-Populus Line” means the 345 kV transmission line extending from the Kinport Substation to the Populus Substation.

“Kinport Substation” means the existing substation located near Pocatello, Idaho, which is owned by Idaho Power.

“Losses” mean any and all damages and losses, deficiencies, liabilities, taxes, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided, however, that in no event shall Losses include lost profits or damages and losses excluded under Section 14.08.

“Manager” has the meaning given to such term in Section 18.03(a).

“Metering Equipment” means all metering facilities and equipment, including meters, to be constructed and installed as part of the Transmission Facilities, as further described in Exhibit A.

“Monthly Common Facilities Charge” has the meaning set forth in Exhibit F.

“Monthly Transmission Facilities O&M Charge” has the meaning set forth in Exhibit F.

“NERC” means the North American Electric Reliability Council.

“Non-Defaulting Owner” means an Owner that is not a Defaulting Owner.

“Non-Operating Owner” means Idaho Power.

“OATT” means, with respect to each Owner, the Owner’s Open Access Transmission Tariff on file with FERC.

“Operator” means PacifiCorp, in its capacity as Operator under this Agreement.

“Other Costs” has the meaning given to such term in Section 5.08(a).

“Other Costs Records” has the meaning given to such term in Section 5.06(b).

“Owner” and “Owners” has the meaning given to such term in the preamble.

“Ownership Interest” means the tenant-in-common undivided ownership interest of an Owner in the Transmission Facilities which is set forth on Exhibit C, as the same may be adjusted from time to time pursuant to Exhibit C.

“PacifiCorp” has the meaning given to such term in the preamble.

“PacifiCorp Individually-Owned Populus Facilities” has the meaning given to such term in the recitals.

“PacifiCorp Transmission System” means the transmission facilities owned, controlled or operated by PacifiCorp that are used to transmit electricity to PacifiCorp’s retail and wholesale electric service customers.

“Party” means PacifiCorp or Idaho Power individually, and “Parties” means PacifiCorp and Idaho Power collectively.

“Person” means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other form of entity.

“Point of Interconnection” means the points of interconnection between the Transmission Facilities and PacifiCorp’s Transmission System, as described in the one-line diagram set forth in Exhibit G.

“Populus Access Easement Agreement” means the Populus Access Easement Agreement, dated as of approximately even date herewith, entered into by Idaho Power and PacifiCorp.

“Populus-Bridger Lines” means the two (2) 345 kV transmission lines extending from the Populus Substation to the Bridger Substation.

“Populus Substation” has the meaning given to such term in the recitals.

“Proprietary Information” has the meaning given to such term in Section 15.06.

“Qualified Owner” means an Owner that has an OATT on file with FERC under which it is authorized to provide transmission service on its transmission system.

“Reduction Event” has the meaning given to such term in Section 6.02.

“Regulations” has the meaning given to such term in Section 17.02.

“Reliability Standards” means all reliability criteria for system users established by WECC or such other regional or national standard setting body with authority to promulgate or set such criteria (including NERC’s reliability standards), as such criteria may be adopted or modified from time to time.

“Remaining Owner” has the meaning given to such term in Section 9.03.

“Representatives” means, in respect of an Owner or Operator, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Owner or Operator.

“Rights-of-Way” means all rights-of-way, easements and other interests (including fee interests) in real property on which the Transmission Facilities are or will be constructed that are owned by PacifiCorp or its Affiliates.

“Tax Indemnifying Party” has the meaning given to such term in Section 17.04.

“Tax Indemnitee Party” has the meaning given to such term in Section 17.04.

“Taxes” has the meaning given to such term in Section 17.03.

“Term” has the meaning given to such term in Section 2.03.

“Transferee” has the meaning given to such term in Section 15.01.

“Transferor” has the meaning given to such term in Section 15.01.

“Transferred Transmission Facilities” has the meaning given to such term in the recitals.

“Transmission Facilities” has the meaning given to such term in the recitals.

“Transmission Facilities Contracts” means (i) the “Populus Substation Facilities Contracts” as defined in the JSPA and (ii) each agreement, instrument or other contract relating to or in connection with the Transmission Facilities that the Operator enters into pursuant to this Agreement.

“Transmission System” means, in the case of PacifiCorp, the PacifiCorp Transmission System, and, in the case of Idaho Power, the Idaho Power Transmission System.

“Unauthorized Use” means the unauthorized use of the generation or transmission facilities of any other Person.

“WECC” means the Western Electricity Coordinating Council or any successor thereto.

“WIS Agreement” has the meaning given to such term in Section 14.08(b).

1.02          Rules of Construction.

  The following rules of interpretation shall apply in this Agreement:

(a)        The masculine shall include the feminine and neuter.

(b)        References to “Articles,” “Sections” and “Exhibits” shall be to articles, sections and exhibits of this Agreement.

(c)        The Exhibits attached hereto are incorporated in and are intended to be a part of this Agreement.

(d)       This Agreement was negotiated and prepared by both Parties with the advice and participation of counsel.  The Parties have agreed to the wording of this Agreement and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof.

(e)        Each reference in this Agreement to any agreement or document or a portion or provision thereof shall be construed as a reference to the relevant agreement or document as amended, supplemented or otherwise modified from time to time with the written approval of both the Parties.

(f)        Each reference in this Agreement to Governmental Requirements and to terms defined in, and other provisions of, Governmental Requirements shall be references to the same (or a successor to the same) as amended, supplemented or otherwise modified from time to time.

(g)        The term “day” shall mean a calendar day, the term “month” shall mean a calendar month, and the term “year” shall mean a calendar year.  Whenever an event is to be performed, a period commences or ends, or a payment is to be made on or by a particular date and the date in question falls on a day which is not a Business Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided, however, that all calculations shall be made regardless of whether any given day is a Business Day and whether or not any given period ends on a Business Day.

(h)        Each reference in this Agreement to a Person includes its successors and permitted assigns; and each reference to a Governmental Authority includes any Governmental Authority succeeding to its functions and capacities.

(i)         In this Agreement, the words “include,” “includes” and “including” are to be construed as being at all times followed by the words “without limitation.”

(j)         The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall, unless otherwise specified, refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE II
TERM

2.01     Effectiveness of this Agreement.  This Agreement shall become effective upon the Execution Date.

2.02     FERC Filing.  Within five (5) Business Days after the Execution Date, the Operator, on behalf of the Owners, shall file this Agreement with FERC as a “Rate Schedule” within the meaning of Part 35 of FERC’s regulations.  Each of the Owners shall support this Agreement in its current form at FERC when filed.  Each Owner shall reasonably cooperate with the Operator with respect to obtaining FERC approval of such FERC filing and provide any information, including testimony, reasonably required by the Operator to comply with the applicable FERC filing requirements.

2.03     Term.  The term of this Agreement (“Term”) shall commence upon the Execution Date and shall continue in full force and effect until terminated in accordance with the provisions hereof.

2.04          Termination.

  Subject to Section 2.05, this Agreement shall terminate if one or more of the following events occur:

(a)        the Transmission Facilities are damaged and destroyed and the Owners decide not to repair or rebuild (or cannot reach agreement to repair or rebuild) the Damaged Facilities in accordance with Article VIII;

(b)        the Transmission Facilities are retired and decommissioned in accordance with Article IX;

(c)        all of the Ownership Interests in the Transmission Facilities are owned by only one Owner;

(d)       by mutual written agreement of the Owners; or

(e)        this Agreement is terminated by exercise of remedies pursuant to Section 12.03.

2.05     Effect of Termination.

(a)        If this Agreement is terminated pursuant to Section 2.04, then, except as for those provisions that are expressly intended to survive termination and, subject to Section 2.05(b) and receipt of any necessary Governmental Authorizations required by applicable Governmental Requirements, this Agreement shall terminate and become void and of no further force and effect, without further action by either Party, provided that neither Party shall be relieved from any of its obligations or liabilities hereunder accruing prior thereto.

(b)        In the event that this Agreement is terminated pursuant to Section 2.04 and the Non-Operating Owner continues to own all or a portion of the Ownership Interests in the Transmission Facilities, then:  (i) the Operator shall, upon written notice from the Non-Operating

Owner delivered to the Operator no later than fifteen (15) Business Days after termination of this Agreement pursuant to Section 2.04, continue to perform such of its obligations and covenants in Articles VI, VII, VIII, X and XVI as are set forth in the notice; (ii) such obligations and covenants, together with Articles V, VI, VII, VIII, XI, X, XII, XIV, XV, XVIII, XIX and XX (to the extent applicable to the surviving covenants and obligations), shall continue in full force and effect notwithstanding the termination of this Agreement; and (iii) the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 2.05(b).
 

ARTICLE III
CONSTRUCTION

3.01     Engineering, Design and Construction of the Jointly-Developed Transmission Facilities.

(a)        The Operator shall design, engineer, procure, construct, install, manage and perform all other activities necessary for the development, construction and commissioning of the Jointly-Developed Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations (the “Construction Project”).

(b)        The Operator shall use Commercially Reasonable Efforts to achieve each of the milestones by its respective milestone date as set forth in Exhibit H.  The Operator shall provide the Owners with prompt written notice of the date upon which it has achieved each milestone.

3.02     Interconnection.  PacifiCorp shall grant the Operator such access to the Kinport-Bridger Line and Borah-Bridger Line during the requested outage period to enable the Operator to interconnect the Transmission Facilities with the Populus Substation.  The Owners and the Operator recognize the need to use Commercially Reasonable Efforts to expedite all work with all due diligence, consistent with Good Utility Practice, so as to minimize outage times.

3.03     Rights-of-Way.  The Operator shall maintain the Rights-of-Way in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.

3.04     Monthly Reports.  Each month prior to the final completion and commissioning of the Transmission Facilities, the Operator shall prepare and deliver to the Owners reasonably detailed status reports, in form and substance reasonably acceptable to the Owners, regarding the implementation of the Construction Project, including (i) any expected delays (and their duration) in achieving any milestone by the respective milestone date as set forth on Exhibit H and (ii) the aggregate amount of Construction Costs incurred to date compared to the budgeted amount of Construction Costs set forth in the Construction Budget.

3.05     Development and Construction Costs.

(a)        Each Owner shall be responsible for, and shall pay, in accordance with this Section 3.05, its pro rata share (based on its Ownership Interest) of all Costs (up to the Construction Costs Cap) actually incurred by or on behalf of the Operator in the performance of the Construction Project pursuant to Article III or otherwise incurred by or on behalf of PacifiCorp in the construction of the Transmission Facilities (collectively, the “Construction Costs”).

(b)        The Operator shall promptly notify the Owners in writing if it reasonably believes that the total Construction Costs to be incurred by or on behalf of the Operator or otherwise incurred by or on behalf of PacifiCorp in the construction of the Transmission Facilities will exceed the greater of (i) five percent (5%) of the aggregate amount of Construction Costs provided for in the budget attached hereto as Exhibit E (the “Construction Budget”), as the same may be revised from time to time pursuant to this Section 3.05(b), and (ii) One Million Four Hundred Thousand Dollars ($1,400,000) (the “Construction Costs Cap”).  Thereafter, the Operator shall submit to the Owners for their approval, such approval not to be unreasonably withheld or delayed, a revised Construction Budget which shows the aggregate amount of Construction Costs that the Operator reasonably believes will be incurred by or on behalf of the Operator to complete the Construction Project in accordance with Article III or otherwise incurred by or on behalf of PacifiCorp in the construction of the Transmission Facilities.  The notice and approval rights set forth above in this Section 3.05(b) shall apply to the revised Construction Budget as well.  Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Operator be obligated to incur Construction Costs in excess of the Construction Costs Cap.

(c)        The Operator shall provide the Owners with invoices showing each Owner’s pro rata share (based on its Ownership Interest) of the Construction Costs, and the Non-Operating Owner shall pay the Operator its pro rata share (based on its Ownership Interests) of the Construction Costs, in accordance with Section 5.08 and Section 5.09.

ARTICLE IV
OWNERSHIP INTERESTS

4.01     Ownership Interests.

(a)        Pursuant to the JPSA, as of the Closing Date, each Owner owns an undivided ownership interest, equal to its Ownership Interest, in the Transmission Facilities.

(b)        The Owners agree that they shall enter into such additional documentation as shall reasonably be required to document any change in the Ownership Interests of the Owners contemplated hereby, provided that in no event shall an Owner be responsible for paying any amount to the other Owner as a result of any change in any Ownership Interest or the Transmission Facilities except as expressly provided for in this Agreement or as otherwise agreed to by the Parties in writing.

4.02     Owner’s Capacity Share.

  Each of the Owners shall be entitled to a pro rata share (based on its Ownership Interest) of the bi-directional transmission capacity of the Transmission Facilities (“Capacity Share”).  Subject to Section 6.02, each Owner’s Capacity Share entitles the Owner to provide and schedule transmission service over the Transmission Facilities to the extent of the Owner’s Capacity Share and to schedule and transmit an amount of energy commensurate with the Owner’s Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owner’s transmission customers; provided, however, that at no time shall an Owner be entitled to post, sell, schedule or transmit more than its Capacity Share of transmission capacity (and a commensurate amount of energy) on the Transmission Facilities, unless otherwise mutually agreed to in writing by the Owners.  Any use of the Transmission Facilities, other than as provided for in this Section 4.02, shall be subject to the prior written approval of both Owners.

4.03     Qualified Owner.

 Each Owner shall take all actions required to continue to be a Qualified Owner during the Term.  If at any time during the Term an Owner ceases to be a Qualified Owner, then such Owner shall immediately provide notice thereof to the other Owner and take all actions required to resume being a Qualified Owner.

4.04     No Right to Use.

  For the avoidance of doubt, the provisions of this Agreement shall not confer upon either Owner the right to use or transmit energy over any transmission facilities owned by the other Owner (other than the Transmission Facilities as provided for herein).

4.05     Payments.

  All payments required to be made by or on behalf of the Owners under the terms of this Agreement, including payments to the Operator of the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge and Other Costs, shall be made to the account or accounts designated by the Owner or Operator to which the payment is owed, by wire transfer (in immediately available funds in the lawful currency of the United States).

4.06     Waiver of Partition Rights.

  The Owners shall own their undivided Ownership Interests in the Transmission Facilities as tenants-in common.  The Owners acknowledge that any exercise of the remedy of partition (whether at law or in equity) of the Transmission Facilities or any portion thereof would be impracticable in view of the purposes and requirements of this Agreement, would violate the spirit and intent of this Agreement, and would defeat the Owners’ intentions and reasonable expectations as well as the consideration upon which each Owner entered into this Agreement.  Accordingly, each Owner agrees that during the Term it (a) will not, directly or indirectly, commence, maintain, support or join in any action or proceedings of any kind to partition the Transmission Facilities or any portion thereof, and (b) waives, after consultation with its qualified legal counsel, any and all rights that it may have under this Agreement or applicable Governmental Requirements (whether at law or in equity) or otherwise to commence, maintain, support or join in any such action or proceeding.  Each Owner acknowledges that the other Owner has entered into and will perform the terms of this Agreement in reliance upon the other Owner’s agreement and adherence to the terms of this Section 4.06, and would not have entered into this Agreement but for such reliance; and that it would be unjust and inequitable for any Owner to violate or to seek relief from any provision of this Section 4.06.

ARTICLE V
OPERATOR

5.01     Appointment of Operator.

(a)        The Owners hereby appoint PacifiCorp, and PacifiCorp hereby accepts appointment, to serve as Operator of the Transmission Facilities and the Common Facilities for the Owners and to perform the other covenants and obligations of the Operator expressly set forth in this Agreement, in accordance with the terms and conditions of this Agreement.

(b)        Notwithstanding anything to the contrary contained in this Agreement or Governmental Requirements, the Owners agree that the Operator shall have no obligations, responsibilities or duties to the Owners other than as are expressly provided for in this Agreement.

5.02     Authority of Operator.

(a)        The Operator shall be responsible in all respects for the construction of the Jointly-Developed Transmission Facilities and the operation and maintenance of the Transmission Facilities and the Common Facilities in accordance with Article III and Articles V-X.  Without limiting the foregoing, the Operator shall supervise and perform, or cause to be supervised and performed:  (i) the construction of the Jointly-Developed Transmission Facilities in accordance with Article III and this Article V, (ii) the physical operation and maintenance of, interconnection to, design of, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of, the Transmission Facilities in accordance with this Article V and Articles VI-X, and (iii) the physical operation and maintenance of the Common Facilities in accordance with Section 6.04.  In the performance of its obligations under this Agreement, the Operator shall have authority, subject to the other terms of this Article V and Article III and Articles VI-X, to take any or all of the actions it reasonably determines are necessary to perform its obligations under this Agreement, including to make decisions on all matters relating to and to contract for, select and purchase on behalf of the Owners all materials, equipment and services (including from third-party consultants and advisors) necessary for:  (A) the engineering, design and construction of the Jointly-Developed Transmission Facilities pursuant to Article III, (B) the physical operation and maintenance of the Transmission Facilities pursuant to Article VI; (C) the interconnection of Interconnection Customers to the Transmission Facilities pursuant to Section 6.03; (D) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of capital upgrades or improvements to the Transmission Facilities pursuant to Article VII; (E) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of repairs to and reconstruction of the Transmission Facilities pursuant to Article VIII; and (F) the retirement and decommissioning of the Transmission Facilities pursuant to Article IX.

(b)        The Owners and the Operator agree that title to all Jointly-Developed Transmission Facilities and capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 6.01 shall vest with the Owners and shall be jointly owned by the Owners as tenants-in-common in accordance with their respective Ownership Interests.  Title

 

to all capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 7.01 shall vest with and be owned by the Owners in accordance with Section 7.01.

(c)        The Operator will exercise or enforce all of PacifiCorp’s benefits, rights and remedies under the Transmission Facilities Contracts for the benefit of the Owners pro rata (in accordance with their respective Ownership Interests) and without adverse distinction between the Owners.  In furtherance and not in limitation of the immediately preceding sentence, the Operator agrees to transfer, assign, distribute, pay over or otherwise make available to the Non-Operating Owner, the Non-Operating Owner’s pro rata share (based on its Ownership Interest) in any payments or proceeds obtained pursuant to any Transmission Facilities Contract.  Notwithstanding anything to the contrary contained in this Agreement, the Owners agree that only the Operator shall be entitled to exercise or enforce PacifiCorp’ benefits, rights and remedies under the Transmission Facilities Contracts.

5.03     Standard of Work.  The Operator shall perform all of its obligations under this Agreement as an independent contractor and in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.

5.04     Delegation of Responsibilities.  The Operator may, in its sole and absolute discretion, delegate all or a portion of its obligations under this Agreement to one or more Persons (each, a “Delegate”).  Notwithstanding any such delegation, the Operator shall remain responsible and liable for all such delegated obligations in accordance with the terms of this Agreement.

5.05     Governmental Authorizations.

(a)                The Operator is authorized to prepare and submit to all appropriate Governmental Authorities the necessary reports, applications, plans, specifications and other documents to procure all Governmental Authorizations required to perform its obligations under this Agreement with respect to the Transmission Facilities or to comply with Governmental Requirements, provided that the Operator shall consult with the Owners prior to the submission of any such reports, application, plans, specification and other documents.  To the extent permitted by Governmental Requirements, the Operator shall use Commercially Reasonable Efforts to obtain and structure all Government Authorizations for which it applies after the Execution Date in such a way as to recognize each Owner’s applicable Ownership Interests and Capacity Share as contemplated by this Agreement.  Notwithstanding anything to the contrary in this Agreement, nothing in Section 5.05 shall obligate the Operator to prepare and submit to appropriate Governmental Authorities any reports, applications, plans, specifications and other documents to procure any Governmental Authorizations required by the Owners in connection with their ownership of an Ownership Interest in the Transmission Facilities or the recovery of any costs and expenses in connection therewith.

(b)               To the extent that the Operator cannot obtain a Governmental Authorization pursuant to Section 5.05(a) on behalf of one or both of the Owners, each such Owner shall:  (i) be responsible for preparing and submitting to the appropriate Governmental Authority the necessary reports, applications, plans, specifications and other documents to

procure such Governmental Authorization; and (ii) exercise all Commercially Reasonable Efforts to obtain such Governmental Authorization.  Unless and until the Owner or Owners are able to obtain such Governmental Authorizations, the Operator shall not perform or continue to perform any of the Construction Project if to do so would result in the Owner or Owners being in violation of applicable Governmental Requirements or Governmental Authorizations.
 

(c)                Each Owner shall, at its own cost: (i) reasonably cooperate and support the Operator in obtaining any Governmental Authorizations required pursuant to Section 5.05(a); and (ii) reasonably respond to inquiries or requests issued to it by any Governmental Authority in respect of such Governmental Authorization; provided, however, that an Owner shall not be obligated pursuant to this Section 5.05(c) to disclose Proprietary Information except to the extent that it is otherwise required to disclose such Proprietary Information:  (A) by applicable Governmental Requirements; (B) by any Governmental Authority; or (C) pursuant to the express terms of this Agreement.

5.06     Access.

(a)        The Operator shall, to the extent possible under any Rights-of-Ways, provide each Owner and its designees reasonable access to the Transmission Facilities site to permit the Owners and their designees to inspect the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities, provided that (i) the Owners and their designees do not interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof or pose a safety hazard; (ii) the Owners and their designees comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities; and (iii) the Owners and their designees performing the inspection comply with the Operator’s or any other contractor’s safety and security rules, as more specifically set out in the Populus Access Easement Agreement.

(b)        Each Owner may, at its cost, at any time during normal business hours and with reasonable prior notice of not less than ten (10) Business Days, but not more often than once in any twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and any Delegate (and the Operator shall secure such rights for the Owners from its Affiliates and any Delegate) involved in the provision of services pursuant to this Agreement (“Other Costs Records”), to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Section 5.08 within twelve (12) months prior to the date of the audit notice.  The Operator shall, and shall cause any of its relevant Affiliates and any Delegate, to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement and make such Other Costs Records available to the Owners in accordance with the terms of this Agreement.  If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Other Costs has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be resolved pursuant to Section 5.09.  The Owner

requesting the audit shall reimburse one hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of the Operator and any of its Affiliates and any Delegate in complying with the provisions of this Section 5.06(b), provided that the Owner shall not be required to reimburse any such costs if the audit determines that the Owner has made more than Twenty-Five Thousand Dollars ($25,000) in overpayments of Other Costs or more than Twenty-Five Thousand Dollars ($25,000) in Other Costs have been incorrectly allocated to the Owner.

5.07     Insurance.

(a)        Owner Insurance.  Each of the Owners shall be responsible for obtaining and maintaining during the Term insurance covering their respective legal liabilities related to their Ownership Interest in the Transmission Facilities.  Insurance required by this Section 5.07(a) will be placed with appropriate carriers and in amounts in accordance with Good Utility Practice and any applicable Governmental Requirements.

(b)        Property Insurance.

(i)         The Operator, on behalf of the Owners and any other named insureds or loss payees, will:  (A) determine the appropriate property insurance coverages, minimum amounts, self-insured amounts, deductibles and other insurance policy terms; (B) obtain and maintain such property insurance during the Term; and (C) be solely responsible for pursuing claims and/or negotiating settlements in respect of claims under such insurance coverages.  The Operator shall be compensated for the costs of obtaining and maintaining such insurance (including any premiums, taxes, and fees, deductibles, self-insurance or non-insured costs) through the Monthly Transmission Facilities O&M Charge.

(ii)        Physical damage to substations and equipment therein that is included as part of the Transmission Facilities in types and amounts that are reasonable and customary for similarly situated utilities.  Coverage may be insured or self-insured, or any combination of insured and self-insured.

(iii)       Insurance for physical damage to the transmission line and any related equipment outside the boundaries of any substation and included as part of the Transmission Facilities shall be fully self-insured.

5.08     Invoices.

(a)        The Non-Operating Owner shall pay the Operator the Monthly Transmission Facilities O&M Charge and the Monthly Common Facilities Charge calculated in accordance with Exhibit F as compensation for the Operator’s services under this Agreement.  Each Owner shall be responsible for its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of costs incurred by or on behalf of the Operator under Sections 3.05(a), 6.01(c), 7.01(b), 8.01, 8.05(b), 9.02 and 17.03 (the “Other Costs”).  In the event that the Operator incurs, or reasonably expects to incur, significant Other Costs (other than Construction Costs) in excess of One Hundred Thousand Dollars ($100,000), it shall immediately notify the Owners in writing of such Other Costs.

(b)        Not later than thirty (30) days after the end of each month during the Term, the Operator will deliver to the Owners an invoice which will show the Monthly Transmission Facilities O&M Charge and Monthly Common Facilities Charge payable by the Non-Operating Owner and each Owner’s pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of Other Costs.  The Non-Operating Owner shall pay the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge, and its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of Other Costs shown on the invoice no later than thirty (30) days after the date of the invoice.  Any payment past due will accrue interest, per annum, calculated in accordance with the methodology specified for interest in the FERC regulations at 18 C.F.R. § 35.19a(a)(2)(iii) (the “FERC Methodology”).  The failure by the Operator to timely deliver an invoice shall not relieve Idaho Power of its payment obligation in respect of the Monthly Transmission Facilities O&M Charge, Monthly Common Facilities Charge and Other Costs as shown on such invoice, or release PacifiCorp of its responsibility for its share of the Other Costs in such invoice.

5.09     Disputed Amounts.  If the Non-Operating Owner disputes any portion of any amount specified in an invoice delivered by the Operator pursuant to Section 5.08, the Non-Operating Owner shall pay its total amount of the invoice when due, and, if actually known at the time by the Non-Operating Owner, identify the disputed amount and state that the disputed amount is being paid under protest.  Any disputed amount shall be resolved pursuant to the provisions of Article XVIII.  If it is determined pursuant to Article XVIII that an overpayment or underpayment has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then (i) in the case of any overpayment by the Non-Operating Owner, the Operator shall promptly return the amount of the overpayment (or credit the amount of the overpayment on the next invoice) to the Non-Operating Owner, (ii) in the case of an underpayment by the Non-Operating Owner, the Non-Operating Owner shall promptly pay the amount of the underpayment to the Operator (for the benefit of the other Owner), and (iii) in the case of an incorrect allocation of Other Costs to an Owner, the allocations of Other Costs on the next invoice shall be adjusted to correct for such incorrect allocation, in each case, together with interest for the period from the date of overpayment, underpayment or incorrect allocation until such amount has been paid or credited against a future invoice calculated in the manner prescribed for calculating interest on refunds under the FERC Methodology.

5.10     Assistance.  Each Owner shall cooperate with the Operator promptly, as and when reasonably requested by the Operator, to assist the Operator in the performance of its duties, responsibilities and obligations under this Agreement, including executing and delivering from time to time such additional documents, certificates or instruments, and taking such additional actions, as may be reasonably requested by the Operator.  Each Owner shall bear its own costs for providing such cooperation and assistance as requested by the Operator unless the Owners agree otherwise in writing.  Nothing in this Agreement shall preclude an Owner from exercising any rights expressly granted it under this Agreement or taking any action (or having its Affiliates take any action) with respect to any other transmission project, including any such project that may compete with the Transmission Facilities.

5.11     Remedies.

(a)        Notwithstanding any provision to the contrary contained in this Agreement, the Operator shall have no liability to the Non-Operating Owner in connection with the performance of its covenants and obligations under this Agreement, except as provided in this Section 5.11 and Section 14.01(c).  The Non-Operating Owner agrees that it has a duty to mitigate any damages and shall use Commercially Reasonable Efforts to minimize any damages it may incur as a result of the Operator’s failure to perform or breach of any of its covenants or obligations under this Agreement.

(b)        The Owners and Operator acknowledge that the obligations and covenants performed by the Operator hereunder are unique and that the Non-Operating Owner will be irreparably injured should such obligations and covenants not be performed in accordance with the terms and conditions of this Agreement.  Consequently, the Non-Operating Owner will not have an adequate remedy at law if the Operator shall fail to perform its obligations and covenants hereunder.  The Non-Operating Owner shall have the right, in addition to any other remedy available under this Agreement, to specific performance of the Operator’s obligations and covenants hereunder, and the Owners and Operator agree not to take a position in any proceeding arising out of this Agreement to the effect that the Non-Operating Party has an adequate remedy at law.

ARTICLE VI
OPERATION AND MAINTENANCE; CURTAILMENT;
INTERCONNECTION WITH THIRD PARTIES; COMMON FACILITIES

6.01     Operation and Maintenance; Capital Upgrades and Improvements.

(a)        The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.  Subject to Section 5.04, the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operator’s obligations under this Section 6.01.

(b)        The Operator shall make maintenance renewals and replacements to the Transmission Facilities (i) the costs of which are recordable as an operation and maintenance expense under the FERC Uniform System of Accounts; and (ii) that (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice, and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations.  Such maintenance renewals and replacements to the Transmission Facilities are included in the services for which the Operator is compensated by the Monthly Transmission Facilities O&M Charge.  The Operator shall not separately invoice the Owners for the costs of such maintenance renewals and replacements to the Transmission Facilities.  Notwithstanding anything to the contrary contained in this Agreement, any maintenance renewals and replacements made pursuant to this Section 6.01(b) shall be Transmission Facilities for purposes of this Agreement.

(c)        The Operator shall make capital upgrades and improvements to the Transmission Facilities (i) the costs of which are recordable as capital expenditures under the FERC Uniform System of Accounts, and (ii) which (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations.  The Operator shall consult with the Owners and receive their prior approval, such approval not to be unreasonably withheld, delayed or conditioned, with respect to any capital upgrade or improvement for which the Operator reasonably expects to incur total project costs that exceed Two Hundred Fifty Thousand Dollars ($250,000).  The Owners shall be responsible for their pro rata share (based on their Ownership Interests) of any Costs incurred by or on behalf of the Operator in making such capital upgrades or improvements.  Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades and improvements made pursuant to this Section 6.01(c) shall be Transmission Facilities for purposes of this Agreement.

6.02     Curtailment.  The Operator shall notify the Owners as soon as reasonably practicable upon becoming aware of any planned or unplanned event or circumstance, including an emergency condition or a rating study to comply with applicable Governmental Requirements or Reliability Standards, which physically or otherwise reduces or may reduce the amount of transmission capacity on all or a portion of the Transmission Facilities (“Reduction Event”), including the aggregate amount of reduction in the transmission capacity of the Transmission Facilities to the extent known by the Operator.  In the event of a Reduction Event, the Operator shall take such actions as the Operator may reasonably deem prudent and necessary to terminate the Reduction Event and to preserve and maintain the reliability, safety, integrity and operability of the applicable Transmission Facilities and to protect the health and safety of the public.  Each of the Owners shall provide notice of each Reduction Event in accordance with its respective OATT.

6.03     Interconnection with Third Parties.  The Owners acknowledge and agree that all third-party Interconnection Customer requests for interconnection to any of the Transmission Facilities must be coordinated with the Operator and processed in a manner consistent with the Owner’s OATT to which the Interconnection Customer’s request was made (“Interconnection Owner”).  An Interconnection Owner in receipt of a third-party Interconnection Customer request for interconnection with the Transmission Facilities will promptly notify the Operator and thereafter the Owners and the Operator will coordinate and cooperate to process the interconnection request.  The Operator will coordinate the conduct of any studies required to determine the impact of the interconnection request on the Transmission Facilities and the Affected Systems with Affected System Operators, including the Owners, in accordance with the Interconnection Owner’s OATT.  The Operator will include the Owners and such Affected System Operators in all meetings held with Interconnection Customers as required by the Interconnection Owner’s OATT.

6.04     Common Facilities.  The Operator shall make the Common Facilities available to the Owners to support the operation of the Transmission Facilities in accordance with the terms of this Agreement and without adverse distinction between the Owners.  The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Common Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction

between the Owners.  Subject to Section 5.04, the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operator’s obligations under this Section 6.04.  The obligations performed by the Operator pursuant to this Section 6.04 are included in the services for which the Operator is compensated by the Monthly Common Facilities Charge, and the Operator shall not separately invoice the Owners and the Owners shall not be liable for any of the costs or expenses incurred by or on behalf of the Operator pursuant to this Section 6.04.

ARTICLE VII
CAPITAL UPGRADES PROPOSED BY AN OWNER

7.01     Capital Upgrades.

(a)        At any time during the Term, an Owner (“Electing Owner”) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owner’s ownership, use or enjoyment of its Ownership Interest of the Transmission Facilities (and associated Capacity Share) as contemplated in this Agreement.  An Electing Owner shall provide the other Owner no less than sixty (60) days’ prior written notice of its election, together with reasonable details about the proposed upgrade or improvement (each, a “Capital Upgrade Notice”).  Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities.

(i)         If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (C) any change in each Owner’s Ownership Interest; (D) each Owner’s share of the costs of such upgrade or improvement; (E) any change in the Monthly Transmission Facilities O&M Charge; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto (the “Amendment”); provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIII.  Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIII.

(ii)        If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade

or improvement, provided that the Electing Owner shall coordinate with the Operator on the final scope of the capital upgrade or improvement.

(b)        The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations.  The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIII, for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities.  Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners’ Ownership Interests and Capacity Shares shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement.  Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b) shall be Transmission Facilities for purposes of this Agreement.

(c)        The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(ii) in accordance with the final scope of the capital upgrade or improvement established by the Electing Owner pursuant to Section 7.01(a)(ii), and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations.  The Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities and title to such capital upgrades or improvement shall vest solely with the Electing Owner.  Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, (i) the Owners’ Ownership Interests shall be adjusted, if at all, in accordance with Exhibit C, (ii) the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement, and (iii) the Operator shall operate and maintain such capital upgrade or improvement in accordance with Section 6.01(a).  In addition, the Owners shall meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (B) any change in the Monthly Transmission Facilities O&M Charge; and (C) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto; provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be resolved pursuant to the provisions of Article XVIII.  Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(c) shall not be Transmission Facilities for purposes of this Agreement.

(d)       Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 shall not apply to capital upgrades or improvements made by the Operator pursuant to Section 6.01(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.01.

(e)        Each Owner shall provide the Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to the Transmission Facilities.  If capital upgrades or improvements are required in accordance with such Owner’s OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a) and Section 7.01(b).

ARTICLE VIII
PHYSICAL DAMAGE TO TRANSMISSION FACILITIES; CONDEMNATION

8.01     Rebuilding Damaged Facilities.  If any of the Transmission Facilities are materially damaged or destroyed (the “Damaged Facilities”), then within thirty (30) days of the date the damage or destruction occurred, the Operator shall deliver to the Owners a written notice (the “Damage Notice”) of the Operator’s good faith reasonable estimate of the cost to repair or rebuild the Damaged Facilities.  If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be Five Million Dollars ($5,000,000) or more, inclusive of insurance proceeds, then the Owners will determine whether the Damaged Facilities will be repaired or rebuilt within thirty (30) days of the date of the Damage Notice.  If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be less than Five Million Dollars ($5,000,000), inclusive of insurance proceeds, then the Operator will determine whether the Damaged Facilities will be repaired or rebuilt and provide notice thereof to the Owners within thirty (30) days of the date of the Damage Notice.  If the Owners or the Operator determines pursuant to this Section 8.01 to repair or rebuild the Damaged Facilities, then the Owners will, upon receipt of any insurance proceeds paid in connection with such Damaged Facilities, apply such proceeds (up to its pro rata share based on its Ownership Interest) to the repair and reconstruction of the Damaged Facilities which will be carried out by the Operator, provided that the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b).  The Operator will be responsible for obtaining any necessary Governmental Authorizations to repair or rebuild the Damaged Facilities and determining the manner in which to repair and reconstruct the Damaged Facilities (including the equipment to be used).  Each Owner shall reasonably cooperate with and support the Operator in obtaining any such Governmental Authorizations in accordance with Section 5.05(c).  The Operator will cause such repairs or reconstruction to be made so that the Damaged Facilities will be repaired and restored to substantially the same general condition, character and use as existed prior to such damage or destruction.  If the cost of such repairs or reconstruction exceeds the insurance proceeds required to be applied to the repair or reconstruction pursuant to this Section 8.01, then the Owners shall pay, in accordance with their applicable Ownership Interests, the shortfall amount.

8.02     Decision not to Rebuild.  If the Owners determine pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities, then, in each case, (a) each Owner shall (i) be entitled to retain any insurance proceeds received pursuant to insurance maintained by it with respect to the Damaged Facilities, (ii) receive its share of any revenues from the salvage or sale of the Damaged Facilities and (iii) pay its pro rata share (based on its Ownership Interest) of any costs of removal of parts and equipment from the Damaged Facilities, (b) the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b), and (c) subject to Section 8.03, this Agreement shall terminate pursuant to Section 2.04(a).

8.03     Purchase of Ownership Interest.  If pursuant to Section 8.01 the Owners determine not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines that the Damaged Facilities should not be repaired and reconstructed and, in each case, one Owner desires to repair or rebuild the Damaged Facilities (the “Continuing Owner”), then the Continuing Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner.  In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner, the Continuing Owner must give written notice thereof to the other Owner within thirty (30) days of the Owners’ or Operator’s determination pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities.  The Owners shall enter into such documentation as the Continuing Owner shall reasonably request to document the purchase and sale of all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owner’s pro rata share (based on its Ownership Interest) of: (a) the salvage value of the Damaged Facilities, and (b) the depreciated cost of the Transmission Facilities which are not part of the Damaged Facilities.

8.04     Cooperation.  If the Continuing Owner seeks to repair or rebuild the Transmission Facilities purchased from the other Owner pursuant to Section 8.03, then, at the Continuing Owner’s request and expense, the other Owner and the Operator (if the Continuing Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Continuing Owner in the repair or rebuilding of the Damaged Facilities.  This Section 8.04 shall survive the expiration or termination of this Agreement.

8.05     Condemnation.  If there occurs a loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, as the result of the exercise of the right of condemnation or eminent domain by or on behalf of any Governmental Authority, then the Operator will promptly give notice thereof to the Owners, which notice shall generally describe the nature and extent of such condemnation or eminent domain proceedings (including any negotiations in connection with such proceedings).  The Operator shall, in consultation with the Owners, use Commercially Reasonable Efforts to resist the loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities through condemnation or eminent domain.  If, as a result of condemnation or eminent domain, the Owners shall lose title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, the Owners shall determine, by mutual agreement, whether:

(a)                the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned, in which case the provisions of Article IX shall control;

(b)               the Transmission Facilities should be replaced or modified, in which case the Owners will, upon receipt of any awards paid in connection with such condemnation or eminent domain, apply such awards to the replacement or modification of the Transmission Facilities which will be carried out by the Operator.  The Operator will, consistent with the mutual agreement of the Owners, determine the manner in which to replace or modify the Transmission Facilities (including the equipment to be used), and will cause such replacement and modifications to be made so that the Transmission Facilities are replaced or modified in accordance with the mutual agreement of the Owners.  If the cost of replacement or modification of the Transmission Facilities exceeds the awards received by the Owners in connection with such condemnation or eminent domain, then the Owners shall pay their pro rata shares (based on their Ownership Interests) of the shortfall amount; or

(c)                if the Owners do not reach mutual agreement on one of the actions provided for in paragraphs (a) and (b) above, or on another course of action, within sixty (60) days after the date of the notice provided by the Operator to the Owners pursuant to the first sentence of this Section 8.05, then each Owner shall receive its pro rata share (based on its Ownership Interest) of all awards received by the Owners (or their Affiliates) in connection with any such condemnation or eminent domain (less the actual cost, fees and expenses incurred by the Operator in collection thereof).

ARTICLE IX
RETIREMENT AND DECOMMISSIONING

9.01     Decision to Retire Transmission Facilities.  The Owners will determine in accordance with the terms of this Article IX when the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned.  If the Owners mutually agree to retire and decommission the Transmission Facilities, then, subject to Section 9.02 and Section 9.03, this Agreement shall terminate pursuant to Section 2.04(b).

9.02     Costs of Decommissioning.  Each of the Owners shall be responsible for paying its pro rata share (based on its Ownership Interest) of the aggregate amount of all costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, including decommissioning, dismantling, demolishing and removal of equipment, facilities and structures, security, maintenance, disposing of debris, abandonment and all other costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, net of any amounts recovered in connection with the sale of any retired equipment, facilities and structures.

9.03     Purchase of Ownership Interest.  Each Owner shall give written notice to the other Owner when it believes the Transmission Facilities should be retired and decommissioned (each, a “Decommissioning Notice”).  If the other Owner desires to continue the operation of the Transmission Facilities (the “Remaining Owner”), then the Remaining Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the

Transmission Facilities.  In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, the Remaining Owner must give written notice thereof to the other Owner within ninety (90) days of receipt of the other Owner’s Decommissioning Notice.  The Owners shall enter into such documentation as the Remaining Owner shall reasonably request to document the purchase and sale of the Ownership Interest (and Capacity Share) of the other Owner, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owner’s pro rata share (based on its Ownership Interest) of the depreciated cost of the applicable Transmission Facilities.

9.04     Cooperation.  If the Remaining Owner seeks to purchase and continue the operation of the Transmission Facilities, then, at the Remaining Owner’s request and expense, the other Owner and the Operator (if the Remaining Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Remaining Owner in the continued operation of the Transmission Facilities.  This Section 9.04 shall survive the expiration or termination of this Agreement.

ARTICLE X
INTERCONNECTION

10.01   Grant of Interconnection.  Subject to the terms and conditions in this Article X, the PacifiCorp Transmission System and Transmission Facilities shall be interconnected at the Point of Interconnection.

10.02   Interconnection Operating Procedures.  Prior to the energization of the Interconnection, the Owners shall develop written operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.  The Owners may, by mutual written agreement, amend and supplement the operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.

10.03   Interconnection Energization.  The Owners shall energize, or cause to be energized, the Interconnection upon successful completion of acceptance testing of the Interconnection by the Operator, including installation of the Metering Equipment specified in Section 10.04, and completion of the operating procedures specified in Section 10.02.

10.04   Metering.  The Operator shall operate and maintain the Metering Equipment in accordance with Good Utility Practice and applicable WECC operating guides, protocols and metering guidelines. 

(a)        The Operator shall test the Metering Equipment no less frequently than once every two (2) years.  The Owners shall be given reasonable advance notice of the Operator’s testing of the Metering Equipment and shall have the opportunity to observe such testing, and the Operator shall provide the Owners a copy of meter results (including any early results to the extent the Operator has access to the results) promptly upon the results being available to the Operator.  Each Owner may request additional tests of the Metering Equipment beyond those required by the first sentence of this Section 10.04(a), provided such additional

tests shall be conducted by the Operator at the expense of the requesting Owner, unless such additional test reveals that the Metering Equipment is found to register outside the accepted accuracy range for watts and vars of full load equals +/- 0.2%, light load equals +/-0.2%, and power factor equals +/-0.3%, in which event the expense of the additional testing will borne by the Owners equally.

(b)        If, as a result of any test, the Metering Equipment is found to be registering outside the applicable accuracy standard in effect at the time of the test, such Metering Equipment shall be restored to the accuracy standard or an accurate meter substituted by the Operator.

(c)        The Operator shall provide each Owner with a real time remote signal from the Metering Equipment pursuant to established inter-control area communications protocols.

10.05   Service Conditions.

(a)        Operation and Maintenance; Avoidance of Burdens and Control of System Disturbances.  Each Owner shall operate and maintain its Transmission System in a manner consistent with Good Utility Practice and the provisions of this Section 10.05.  In addition, each Owner shall operate and maintain its respective Transmission System so as to minimize, in accordance with Good Utility Practice, the likelihood of a disturbance originated in either Transmission System, which might cause impairment to the service of the other Owner or of any transmission system interconnected with the Transmission System of the other Owner.  Either Owner may install and operate on its Transmission System such relays, disconnecting devices, and other equipment as it may deem appropriate for the protection of its Transmission System, provided that any such relays, disconnecting devices and other equipment on the Transmission Facilities shall be handled pursuant to Article VII.

(b)        Additional Services.  This Article X is applicable only to the physical interconnection of the Owners’ Transmission Systems at the Point of Interconnection and does not obligate either Owner to receive or provide any service.  Other services provided by one Owner to the other Owner shall be governed by such other agreements as the Owners may enter into from time to time.  Neither Owner shall be obligated to deliver reactive power for the benefit of the other Owner, and neither Owner shall be obligated to receive reactive power when to do so might introduce objectionable operating conditions on its Transmission System.                                                                     

(c)        Interruption of Service.  The Owners shall use Commercially Reasonable Efforts, consistent with Good Utility Practice and any applicable Reliability Standards and Governmental Requirements, to provide a physical interconnection to be operated in continuous synchronization at the Point of Interconnection, provided that an Owner (“Interrupting Owner”) may temporarily interrupt or isolate the Interconnection under the following circumstances:  (i) by operation of automatic equipment installed for power system protection; (ii) after consultation with the other Owner, other than in an emergency situation where consultation is not practicable, when an Owner deems it necessary for installation, maintenance, inspection, repairs or replacements of equipment on its Transmission System; (iii) at any time that, in the sole judgment of the Interrupting Owner, such action is necessary to preserve the integrity of, or to

 
prevent or limit any instability on, or to avoid or mitigate an Unauthorized Use on its Transmission System; (iv) where necessary to comply with documented directives from a Governmental Authority; (v) as a result of one or more events of Force Majeure; or (vi) where necessary to prevent (A) death or serious injury to any person, (B) material damage or harm to any property or (C) any material adverse effect to the security of, or damage to its Transmission System or the electric systems of others to which its Transmission System is directly connected, including the other Owner’s Transmission System.  An Interrupting Owner shall use Commercially Reasonable Efforts to provide the other Owner (1) with reasonable advance notice of any planned interruption of the Interconnection and (2) with notice of any other interruption of the Interconnection as soon as practicable after the interruption.  If synchronous operation is interrupted, the Owners shall cooperate so as to remove the cause of such interruption as soon as commercially practicable consistent with Good Utility Practice, applicable Reliability Standards and applicable Governmental Requirements.

(d)       Physical and Cyber Security.  The Operator shall cooperate with each Owner in complying with any physical and cyber security or other security requirement established by Governmental Requirement, including Reliability Standards, applicable to the Owner and the Transmission Facilities, written notice of which the Owner provides to the Operator.

10.06   Survival of Interconnection Provision.  The provisions of this Article X, together with Articles XI,  XII, XIV, XV, XVIII, XIX and XX (to the extent applicable to the surviving provisions of this Article X), shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, provided that in the event of expiration or termination of this Agreement, the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 10.06.

ARTICLE XI
FORCE MAJEURE

11.01   Force Majeure Defined.  For purposes of this Agreement, “Force Majeure” means an event or circumstance beyond the reasonable control of and without the fault or negligence of the Owner or Operator claiming Force Majeure (“Affected Party”), which, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Affected Party including, to the extent satisfying the above requirements, acts of God; earthquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; explosion; fire; war (declared or undeclared); military action; sabotage; riot; insurrection; civil unrest or disturbance; acts of terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the Affected Party; the binding order of any Governmental Authority, provided that the Affected Party has in good faith reasonably contested such order; the failure to act on the part of any Governmental Authority, provided that such action has been timely requested and diligently pursued; unavailability of equipment, supplies or products, but only to the extent caused by Force Majeure; failure of equipment, provided that the equipment has been operated and maintained in accordance with Good Utility Practice; and

 transportation delays or accidents, but only to the extent otherwise caused by Force Majeure; provided, however, that neither insufficiency of funds, financial inability to perform nor changes in market conditions shall constitute Force Majeure.

11.02   Effect of Force Majeure.

(a)        If an Affected Party is rendered wholly or partly unable to perform its obligations under this Agreement or its performance is delayed because of Force Majeure, such Affected Party shall be excused from, and shall not be liable for, whatever performance it is unable to perform or delayed in performing due to the Force Majeure to the extent so affected, provided that:

(i)         The Affected Party, as soon as reasonably practical after the commencement of the Force Majeure, gives the other Owner(s) and the Operator prompt written notice thereof, including a description of the particulars of the Force Majeure;

(ii)        The suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and

(iii)       The Affected Party uses Commercially Reasonable Efforts to overcome and remedy its inability to perform as soon as reasonably practical after the commencement of the Force Majeure.

(b)        Notwithstanding anything in this Article XI to the contrary, no payment obligation arising under this Agreement prior to the date of an event of Force Majeure shall be excused by such event of Force Majeure.

(c)        Whenever an Affected Party is required to commence or complete any action within a specified period and is prevented or delayed by Force Majeure from commencing or completing such action within the specified period, such period shall be extended by an amount equal to the duration of such event of Force Majeure occurring or continuing during such period.

ARTICLE XII
EVENTS OF DEFAULT

12.01   Event of Default.

  Each of the following events shall constitute an event of default (“Event of Default”) by the defaulting Owner (a “Defaulting Owner”):

(a)                the failure to make, when due, any payment required pursuant to this Agreement, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;

(b)               any representation or warranty made by such Defaulting Owner herein is false or misleading in any material respect when made, unless (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after notice thereof from the Non-Defaulting Owner, provided that if the fact, circumstance or condition that is the subject of such representation or warranty reasonably cannot be corrected

 within such thirty (30) day period, then the Defaulting Owner shall have an additional period of time (not to exceed sixty (60) days) in which to correct the fact, circumstance or condition that is the subject of such representation or warranty, and (ii) such cure removes any adverse effect on the Non-Defaulting Owner of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented does not materially adversely affect the Non-Defaulting Owner;

(c)                a transfer, assignment or other disposition of its interest in this Agreement or its Ownership Interest (or Capacity Share) in the Transmission Facilities, in each case, in violation of Article XIX;

(d)               the failure to perform or breach of its covenants and obligations in Section 4.06;

(e)                the failure to be a Qualified Owner, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;

(f)                the failure to perform or breach of any material covenant or obligation set forth in this Agreement (other than provided for in Section 12.01(a), (b), (c), (d) or (e)), if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner, provided that if such failure or breach cannot reasonably be cured within thirty (30) days, then the Defaulting Owner shall have an additional period of time (not to exceed ninety (90) days) in which to cure such failure or breach so long as the Defaulting Owner commences good faith activities to cure the failure or breach during the initial 30-day cure period and continues to utilize its Commercially Reasonable Efforts to effect a cure; or

(g)               the Defaulting Party becomes Bankrupt.

12.02   Cure by Non-Defaulting Owner.  If a Defaulting Owner fails to cure an Event of Default, then the Non-Defaulting Owner may, in its sole discretion, attempt to cure the Event of Default, provided that the Defaulting Owner shall reimburse the Non-Defaulting Owner for all costs and expenses incurred by or on behalf of the Non-Defaulting Party pursuant to this Section 12.02.

12.03   Remedies.

(a)        If an Event of Default occurs and is continuing, then the Non-Defaulting Owner shall be entitled to exercise any of it remedies at law or in equity, including recovery from the Defaulting Owner of any damages suffered as a result of the Event of Default, subject to Section 14.08.  The Non-Defaulting Party shall use Commercially Reasonable Efforts to mitigate any damages suffered as a result of the Event of Default.

(b)        The Owners acknowledge that the obligations and covenants performed by each Owner hereunder are unique and that the Non-Defaulting Owner will be irreparably injured should such obligations and covenants not be consummated in accordance with the terms and conditions of this Agreement.  Consequently, the Non-Defaulting Owner will not have an adequate remedy at law if the other Owner shall fail to perform its obligations and covenants hereunder.  The Non-Defaulting Owner shall have the right, in addition to any other remedy

 available under this Agreement, to specific performance of the Defaulting Owner’s obligations and covenants hereunder, and the Owners agree not to take a position in any proceeding arising out of this Agreement to the effect that the Non-Defaulting Party has an adequate remedy at law.

ARTICLE XIII
REPRESENTATIONS AND WARRANTIES

13.01   Representations and Warranties of Idaho Power.  Idaho Power represents and warrants to PacifiCorp as of the Execution Date as follows:

(a)                It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)               It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.

(c)                It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.

(d)               The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.

(e)                This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.

(f)                Except as disclosed in Schedule 13.01(f), all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.

(g)               It is a Qualified Owner.

13.02   Representations and Warranties of PacifiCorp.  PacifiCorp represents and warrants to Idaho Power as of the Execution Date as follows:

(a)        It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)        It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.

(c)        It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.

(d)       The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.

(e)        This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.

(f)        Except as disclosed in Schedule 13.02(f), all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.

(g)        It is a Qualified Owner.

ARTICLE XIV
INDEMNIFICATION

14.01   Indemnities.

(a)        Subject to the provisions of Section 14.03 and Section 14.08, each Owner (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Owner (the “Indemnified Party”) and its Representatives, from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, losses, costs and expenses of whatsoever kind or character, including reasonable attorneys’ fees and expenses (collectively, “Claims”) of third parties, for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives) arising from the Indemnifying Party’s (including its Representatives’): (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform a material obligation under this Agreement.

(b)        In addition to and not in limitation of the indemnity provided in Section 14.01(a), but subject to the provisions of Section 14.03 and Section 14.08, each Owner, as Indemnifying Party, shall severally and not jointly, in accordance with its Ownership Interest, indemnify, defend and hold harmless the Operator, as Indemnified Party, and its Representatives from and against any and all third-party Claims for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities, in each case, arising under or in connection with this Agreement, including in connection with the performance by the

 Operator of its obligations under this Agreement, except for such Claims or fines arising from the Operator’s or its Representatives’: (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement.

(c)        Subject to the provisions of Section 14.03 and Section 14.08, the Operator, as Indemnifying Party, shall indemnify, defend and hold harmless each Owner, as Indemnified Party, and its Representatives from and against any and all Claims for injury or death of persons or physical loss of or damage to property of Persons (including the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities or Losses incurred by the Indemnified Party and its Representatives, arising from the Operator’s and its Representatives’ (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement; provided, however, in no event shall the Operator be obligated to indemnify, defend or hold harmless an Owner and its Representatives from and against any such Claims or fines or Losses to the extent arising from such Owner’s or its Representatives’: (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform any material obligation under this Agreement.

14.02   Notice and Participation.

(a)        If an Indemnified Party intends to seek indemnification under this Article XIV with respect to any Claims, the Indemnified Party shall give the Indemnifying Party prompt written notice of such Claims upon the receipt of actual knowledge or information by the Indemnified Party of any possible Claims or of the commencement of such Claims.  The Indemnifying Party shall have no liability under this Article XIV for any Claim for which such notice is not provided, but only to the extent that the failure to give such notice materially impairs the ability of the Indemnifying Party to respond to or to defend the Claim.

(b)        The Indemnifying Party shall have the right to assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are in conflict with those available to the Indemnifying Party and that such conflict materially prejudices the ability of the counsel selected by the Indemnifying Party to represent both Parties, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party, at the Indemnifying Party’s expense, to assert such legal defenses and to otherwise participate in the defense of such Claim on behalf of such Indemnified Party, and the Indemnifying Party shall be responsible for the reasonable fees and expenses of such separate counsel.

(c)        Should any Indemnified Party be entitled to indemnification under this Article XIV as a result of a Claim by a third party, and should the Indemnifying Party fail to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim, the Indemnified Party may, at

the expense of the Indemnifying Party, contest or, with or without the prior consent of the Indemnifying Party, settle such Claim.

(d)       Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or is entitled to seek indemnification pursuant to this Article XIV unless (i) it has obtained the prior written consent of the Indemnifying Party, or (ii) the Indemnifying Party has failed to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim.

(e)        Except to the extent expressly provided otherwise herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party; provided, however, that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such proceeding, which settlement includes a full release of the Indemnified Party for any and all liability with respect to such Claim, and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party’s reasonable legal fees and other costs related to the defense of the Claim paid or incurred prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party with respect to the Claim, or portion thereof, that is the subject of such settlement agreement.

14.03   Net Amount.  Subject to the limitation in Section 14.02(e), if applicable, in the event that an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Article XIV, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party’s actual Claims, net of any insurance or other recovery actually received by the Indemnified Party.

14.04   No Release of Insurers.  The provisions of this Article XIV shall not be deemed or construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies.

14.05   Mitigation.  Each Indemnified Party entitled to indemnification hereunder shall take use Commercially Reasonable Efforts to mitigate all Claims after becoming aware of any event which could reasonably be expected to give rise to any Claims that are indemnifiable or recoverable hereunder or in connection herewith.

14.06   Assertion of Claims.  No Claim of any kind shall be asserted against any Owner or the Operator, whether arising out of contract, tort (including negligence), strict liability, or any other cause of or form of action, unless it is filed in a court of competent jurisdiction, or a demand for arbitration is made, within the applicable statute of limitations period for such Claim.

14.07   Survival of Obligation.  The duty to indemnify under this Article XIV shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any Claim arising out of an event or condition which occurred or existed prior to such expiration or termination.

14.08   Limitation on Liability.

(a)        Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement in any action at law or in equity, whether based on contract, tort or strict liability or otherwise, for any special, incidental, indirect, exemplary, punitive or consequential damages or losses, including any loss of revenue, income, profits or investment opportunities, loss of the use of equipment, or the cost of temporary equipment or services, provided that any fines or penalties levied or imposed by Governmental Authorities shall not be excluded under this Section 14.08(a) as special, incidental, indirect, exemplary, punitive or consequential damages or losses.

(b)        Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement if and to the extent that the Agreement Limiting Liability Among Western Interconnected Systems executed by Idaho Power on August 5, 1985 and by PacifiCorp on August 22, 1973 (the “WIS Agreement”) is then in effect between the Parties and expressly limits or precludes such liability.  Nothing in this Agreement shall amend or otherwise affect in any way the terms and conditions of or liability of the Parties under the WIS Agreement.

ARTICLE XV
PROPRIETARY INFORMATION

15.01   Disclosure of Proprietary Information Prohibited.  Any Proprietary Information of a Party (whether in its capacity as Owner or Operator) (the “Transferor”) which is disclosed to or otherwise received or obtained by the other Party (whether in its capacity as Owner or Operator) (the “Transferee”) incident to this Agreement shall be held in confidence and the Transferee shall not (subject to Sections 15.02, 15.03 and 15.05) publish or otherwise disclose any Proprietary Information of the Transferor to any Person for any reason or purpose whatsoever, or use any Proprietary Information for any purpose other than performance under this Agreement, without the prior written approval of the Transferor, which approval may be granted or withheld by the Transferor in its sole discretion.  Without limiting the generality of the foregoing, each Transferee shall observe at a minimum the same safeguards and precautions with regard to the Transferor’s Proprietary Information which the Transferee observes with respect to its own information of the same or similar kind.

15.02   Disclosure by Representatives.  Each Transferee agrees that it will make available Proprietary Information received from a Transferor to its own representatives only on a need-to-know basis, and that all Persons to whom such Proprietary Information is made available will be made aware of the confidential nature of such Proprietary Information, and will be required to agree to hold such Proprietary Information in confidence in accordance with the terms hereof.

15.03   Permitted Disclosures.  Notwithstanding anything to the contrary contained in this Article XV:

(a)                A Transferee may provide any Proprietary Information to any Governmental Authority having jurisdiction over or asserting a right to obtain such information, provided that (i) such Governmental Authority orders that such Proprietary Information be provided, and (ii) unless prohibited from so doing by applicable Governmental Requirements,

 the Transferee promptly advises the Transferor of any request for such information by such Governmental Authority and cooperates in giving the Transferor an opportunity to present objections, requests for limitation, and/or requests for confidentiality or other restrictions on disclosure or access, to such Governmental Authority.

(b)               A Transferee may, to the extent required, disclose Proprietary Information to any Governmental Authority in connection with the application for any Governmental Authorization; provided that unless prohibited from so doing by applicable Governmental Requirements, the Transferee shall provide the Transferor prior written advance notice of such disclosure and the Proprietary Information that is to be disclosed.

(c)                A Transferee may disclose such Proprietary Information regarding the existence and terms of this Agreement as such Transferee deems necessary to enable it to comply with the Securities Exchange Act of 1934, or the rules, regulations and forms of the Securities and Exchange Commission, issued thereunder or the applicable rules of any stock exchange, or as otherwise required by applicable Governmental Requirements.

15.04   Injunctive Relief.  In the event of a breach or threatened breach of the provisions of this Article XV by any Transferee, the Transferor shall be entitled to an injunction restraining the Transferee from such breach or threatened breach.  Nothing contained herein shall be construed as prohibiting the Transferor from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement.

15.05   Publicity.  Any public relations matters, including public announcements and press releases or similar publicity, arising out of or in connection with the terms of this Agreement or the transactions contemplated herein, shall be coordinated and agreed to between the Owners prior to said announcement or release.

15.06   Proprietary Information Defined.  For purposes of this Agreement, “Proprietary Information” means all information, written or oral, which has been or is disclosed by the Transferor, or by any Representative of the Transferor, or which otherwise becomes known to the Transferee, or to any Representative of such Transferee, or any other party in a confidential relationship with, the Transferee, and which (a) relates to matters such as patents, trade secrets, research and development activities, draft or final contracts or other business arrangements, books and records, budgets, cost estimates, pro forma calculations, engineering work product, environmental compliance, vendor lists, suppliers, manufacturing processes, energy consumption, pricing information, private processes, and other similar information, as they may exist from time to time, (b) relates to the existence or the terms, including pricing and other commercial terms, of this Agreement, or (c) the Transferor expressly designates in writing to be confidential, provided that “Proprietary Information” shall exclude information falling into any of the following categories:

(i)         Information that, at the time of disclosure hereunder, is in the public domain, other than information that entered the public domain by breach of this Agreement by Transferee;

(ii)        Information that, after disclosure hereunder, enters the public domain, other than information that enters the public domain by breach of this Agreement by Transferee;

(iii)       Information, other than that obtained from third-parties, that prior to disclosure hereunder, was already in Transferee’s possession, either without limitation on disclosure to others or subsequently becoming free of such limitation;

(iv)       Information obtained by Transferee from a third-party having an independent right to disclose the information; or

(v)        Information that is available through independent research without use of or access to the Proprietary Information.

15.07   Survival.  The provisions of this Article XV shall continue in full force and effect during the Term and for a period of two (2) years thereafter, notwithstanding the expiration or termination of this Agreement, with respect to any Proprietary Information obtained by any Transferee prior to such expiration or termination.

ARTICLE XVI
RELIABILITY

16.01   Reliability.  The Operator shall be responsible for compliance with all Reliability Standards applicable to the Owners and the Operator with respect to the Transmission Facilities.

ARTICLE XVII
TAXES

17.01   No Partnership.  Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture or association among the Owners or any of them, the sole purpose of this Agreement being limited to (a) the allocation of the Ownership Interests (and Capacity Share) in the Transmission Facilities and (b) provision for (i) the orderly and efficient construction, repair, modification, rehabilitation, operation and maintenance of the Owners’ respective separate undivided Ownership Interests in the Transmission Facilities, and (ii) the interconnection of the Owners’ respective Transmission Systems.  Each Owner agrees and covenants that it shall not take or omit to take any action or reporting position with any Governmental Authority contrary to this Section 17.01.

17.02   761 Election.  The Owners intend that, as tenants in common and owners of undivided Ownership Interests, for United States income tax purposes the Owners shall elect in accordance with the provisions of section 761 of the Internal Revenue Code of 1986, as amended (“Code”), and the applicable income tax regulations thereunder (“Regulations”), to be excluded from all of the provisions of Subchapter K of the Code upon the first occasion in which such election may be filed under these Regulations and that, if such election is not filed, this Agreement shall constitute an election under Regulations section 1.761-2(b)(2)(ii) to be excluded from all of the provisions of Subchapter K of the Code and the applicable Regulations, beginning

with the first year of the creation of the tenancy in common as contemplated by this Agreement and that no Owner shall object to any such election.

17.03   Responsibility for Taxes.  It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement.  To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 17.03, the Operator shall report, file returns with respect to and pay such Taxes and each other Owner shall immediately reimburse the Operator for each such Owner’s Ownership Interest percentage of such Taxes.  The Operator shall not have any obligation to contest or to seek refund of such Taxes; provided, however, that the Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine.  Each Owner shall on request pay to the Operator such Owner’s Ownership Interest percentage of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion.  Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.

17.04   Indemnification.  Each Owner (the “Tax Indemnifying Party”) shall indemnify and hold harmless the other Owner (the “Tax Indemnitee Party”), on an after-tax basis, from and against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or the Transmission Facilities or any part thereof, to the extent such Taxes are the responsibility of the Tax Indemnifying Party pursuant to this Article XVII.

17.05   Determination of Depreciation and Other Matters.  Each Owner shall determine the basis and method it will use for purposes of depreciation and other matters where investment of the Transmission Facilities is relevant.

ARTICLE XVIII
DISPUTES

18.01   Exclusive Procedure.  Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, interpretation, termination, performance or validity of this Agreement (each, a “Dispute”) shall be resolved pursuant to the procedures of this Article XVIII.

18.02   Dispute Notices.    If a Dispute arises between the Owners or between the Operator and one or both of the Owners, then any Party to such Dispute (each, a “Disputing Party”) may provide written notice thereof to the other Disputing Party or Disputing Parties, including a detailed description of the subject matter of the Dispute (the “Dispute Notice”).  Any Disputing Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case the Disputing

Parties nonetheless will continue to pursue resolution of the Dispute pursuant to this Article XVIII.

18.03   Informal Dispute Resolution.

(a)        The Disputing Parties shall make a good faith effort to resolve the Dispute by prompt negotiations between and/or among each Disputing Party’s representative so designated in writing to the other Disputing Party or Disputing Parties (each a “Manager”).  If the Managers are not able to resolve the Dispute within thirty (30) days after the date of the Dispute Notice, they shall refer the matter to the designated senior officers of their respective companies (the “Executive(s)”), who shall have authority to settle the Dispute.  If the Executives are not able to resolve the Dispute within sixty (60) days after the date of the Dispute Notice, then the Dispute shall be resolved pursuant to Section 18.04.

(b)        All communications and writings exchanged between and/or among the Disputing Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between and/or among the Disputing Parties, either with respect to the current Dispute or any future Dispute between and/or among the Owners and/or the Operator.

18.04   Submission of Dispute to FERC or Approved Courts.  If a Dispute cannot be settled amicably between the Disputing Parties pursuant to Section 18.03, then any Disputing Party may, in its sole discretion, within one (1) year after the conclusion of the time period for informal dispute resolution specified in Section 18.03, submit such Dispute (a) to FERC or (b) to the jurisdiction of the state courts situated in Idaho or the United States District Court for the District of Idaho (the “Approved Courts”).  Each of Idaho Power and PacifiCorp, in its capacity as an Owner and as the Operator, consents to and accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the Approved Courts and appellate courts from any appeal thereof, and irrevocably waives any objection which it may now or hereafter have to the jurisdiction of the Approved Courts.  Each of Idaho Power and PacifiCorp, in its capacity as an Owner and as the Operator, further irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, proceeding or other action brought pursuant to this Article XVIII in any of the Approved Courts, and irrevocably waives, to the fullest extent permitted by law, and agrees not to plead or claim in any such Approved Court that any suit, proceeding or other action brought therein has been brought in an inconvenient forum.

18.05   Continued Performance.  During the pendency of any Dispute, each Owner and the Operator shall continue to perform all of its respective obligations under this Agreement.

ARTICLE XIX
ASSIGNMENT

19.01   Prohibited Transfers and Assignments.

  Neither PacifiCorp nor Idaho Power shall have the right to transfer, assign or otherwise dispose of, in whole or in part, its interest in this Agreement, including its rights, duties and obligations hereunder, nor to transfer, assign or

otherwise dispose of, in whole or in part, its Ownership Interest (or Capacity Share) in the Transmission Facilities, except as permitted under this Article XIX.

19.02   Permitted Assignments and Transfers.  The restrictions set forth in Section 19.01 shall not restrict:

(a)        dispositions and sales by the Operator incident to renewals or replacements of the Transmission Facilities;

(b)        the right of an Owner to subject any of its Ownership Interest (and Capacity Share) to the lien of any mortgage upon all or a portion of its own physical electric utility property or to otherwise collaterally assign its rights and obligations in this Agreement to a lender or other person providing financing to the Owner;

(c)        the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of PacifiCorp, all of its rights and obligations in this Agreement as the Operator) in connection with any sale, merger or other transfer of substantially all of such Owner’s electric transmission facilities as an operating entity; provided, however, that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;

(d)       the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of transfer, in the case of PacifiCorp, all of its rights and obligations in this Agreement as the Operator) to an Affiliate of the Owner which owns all or substantially all of the transmission facilities of such Owner; provided, however, that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;

(e)        the right of any Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of PacifiCorp, all of its rights and obligations in this Agreement as the Operator) to a third party; provided that:  (i) the other Owner, in its sole discretion, approves such transfer and approves the third-party purchaser as having demonstrated that it is financially and technically capable of performing the transferring Owner’s (and, in the case where PacifiCorp is the transferring Owner, Operator’s) obligations under this Agreement, and (ii) the other Owner is offered the right of first refusal to purchase such Ownership Interest (and Capacity Share) and all of the transferring Owner’s rights and obligations in this Agreement (including as part of such transfer, in the case where PacifiCorp is the transferring Owner, all of its rights and obligations in this Agreement as the Operator), on terms no less favorable than those offered to such proposed third-party purchaser; provided, however, that the effectiveness of such assignment shall be conditioned upon the third-party purchaser (A) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner (including as part of such transfer, in the case of PacifiCorp,

 all of its rights and obligations in this Agreement as the Operator) as of the assignment date and (B) qualifying as a Qualified Owner on the assignment date; and

(f)        the right of an Owner to schedule and provide transmission service (in the amount of its Capacity Share) over the Transmission Facilities under the Owner’s OATT and to schedule and transmit an amount of energy commensurate with the Owner’s Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owner’s transmission customers; provided, however, that at no time shall an Owner be entitled to post, sell, schedule or transmit transmission service or an amount of energy over the Transmission Facilities greater than its Capacity Share, unless otherwise mutually agreed to in writing in advance by the other Owner.

ARTICLE XX
MISCELLANEOUS

20.01   Notices.

(a)        Any notice, demand, request or other communication required or permitted to be given pursuant to this Agreement shall be in writing and signed by the Owner or Operator giving such notice, demand, request or other communication and shall be hand delivered or sent by certified mail, return receipt requested, or overnight courier to the other Owner and/or Operator at the address set forth below:

If to Idaho Power:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID 83702
	Attn:  Manager, Grid Operations
	Telephone:  208-388-5669
With a copy to:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID  83702
	Attn:  Legal Department
	Telephone:  208-388-2300
If to PacifiCorp:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:    Director, Transmission Service
	Telephone:  503-813-6712

With a copy to:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:  Legal Department
	Telephone:  503-813-5854
If to Operator:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:    Director, Transmission Service
	Telephone:  503-813-6712
With a copy to:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:  Legal Department
	Telephone:  503-813-5854

(b)        Each Owner and the Operator shall have the right to change the place to which any notice, demand, request or other communication shall be sent or delivered by similar notice sent in like manner to the other Owner(s) and the Operator.  The effective date of any notice, demand, request or other communication issued pursuant to this Agreement shall be when:  (i) delivered to the address of the Owner or Operator personally, by messenger, by a nationally or internationally recognized overnight delivery service or otherwise; or (ii) received or rejected by the Owner or Operator, if sent by certified mail, return receipt requested, in each case, addressed to the Owner or Operator at its address and marked to the attention of the person designated above (or to such other address or person as an Owner or Operator may designate by notice to the Owners and/or Operator effective as of the date of receipt by such Owners and/or Operator).

20.02   Entire Agreement.  This Agreement and the Exhibits attached hereto, and the other documents between the Owners referenced herein constitute the entire agreement between the Owners and the Operator and supersede all prior agreements and understandings, whether oral and written, between the Owners and the Operator with respect to the subject matter hereof.  There are no oral understandings, terms or conditions and neither Owner nor the Operator has relied upon any representation or warranty, expressed or implied, not contained in this Agreement.

20.03   Parties Bound.  This Agreement shall be binding upon each of the Owners and the Operator and their respective successors and permitted assigns.

20.04   Amendments.

(a)        Except as otherwise provided in Section 20.04(c), this Agreement may not be amended, supplemented or otherwise modified, other than pursuant to an instrument in writing executed by the Owners.

(b)        Absent agreement of both Parties to the proposed change and except as otherwise provided in Section 20.04(c), the standard of review for changes to this Agreement proposed by a Party, or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956); provided that the standard of review for any modification to this Agreement requested by non-contracting third parties shall be the most stringent standard permissible under then-applicable law.

(c)        Nothing contained in this Agreement shall be construed as affecting in any way the right of either Party to unilaterally make application to FERC under Section 205 or Section 206 of the Federal Power Act for a change in the charges set forth in Exhibit F.  It is the intent of the Parties that the standard of review that FERC will apply to any such unilateral application shall be the just and reasonable standard of review rather than the “public interest” standard of review.

20.05   Waivers.  No waiver by any Owner or the Operator of any one or more defaults by any other Owner or the Operator in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature.  Any delay, less than any applicable statutory period of limitations, in asserting or enforcing any rights under this Agreement shall not be deemed a waiver of such rights.  Failure of any Owner or the Operator to enforce any provisions hereof shall not be construed to waive such provision, or to affect the validity of this Agreement or any part thereof, or the right of any Owner thereafter to enforce each and every provision thereof.

20.06   Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to conflicts of laws principles.

20.07   Headings.  Article and Section headings used in this Agreement (including headings used in any Exhibits attached hereto) are for convenience of reference only and shall not affect the construction of this Agreement.

20.08   Relationship of Parties.  The covenants, obligations, and liabilities of the Owners are intended to be several and not joint or collective, and nothing herein contained shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation or liability on or with regard to any of the Owners.  Each Owner shall be individually responsible for its own covenant, obligations and liability as herein provided.  No Owner shall be under the control of, or shall be deemed to control, the other Owner.  Neither Owner shall have a right nor power to bind the other Owner without its express written consent.

20.09   Severability.  In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Owners and the Operator.  The Owners and the Operator further agree to replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.

20.10   No Third Party Beneficiaries.  Nothing express or implied in this Agreement is intended to nor shall be construed to confer upon or give to any Person (other than the Owners and the Operator) any rights or remedies under or by reason of this Agreement or any transaction contemplated herein.

20.11   Further Assurances.  Each Owner and the Operator agrees to execute and deliver from time to time such additional documents, and take such additional actions, as may be reasonably required by the other Owner or the Operator to give effect to the purposes and intent hereof.

20.12   Conflict of Interest.  Nothing in this Agreement shall prohibit any Owner or the Operator from engaging in or possessing any interest in other projects or business ventures of any nature and description, independently or with others.

20.13   Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be original, and all of which together shall constitute one agreement.  Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, shall be the same as delivery of an original.  At the request of either Owner or the Operator, the other Owner or the Operator, as applicable, will confirm electronically transmitted signatures by signing an original document.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the Owners has caused its duly authorized representative to execute this Populus Joint Ownership and Operating Agreement as of the date first above written.

PACIFICORP:	PACIFICORP,
	AS OWNER AND OPERATOR
	By:  _____________________________
	Name:______________________________
	Title:_______________________________
IDAHO POWER:	IDAHO POWER COMPANY,
	AS OWNER
	By:  _____________________________
	Name:______________________________
	Title:_______________________________

EXHIBIT A

Description of Transmission Facilities and Common Facilities

Section I.  Description of Transmission Facilities.²

The Transmission Facilities includes all above ground 345kV structures, bus, breakers, capacitors, associated equipment and foundations as listed below and as shown on the one line drawing attached as Exhibit G which shows the extent of the jointly owned Transmission Facilities at the Populus Substation.  The major equipment included in the Transmission Facilities consist of sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage transformers (CCVT), including all components associated with connection of the Bridger-Populus Transmission Lines (#s 1 and 2), the Populus–Borah Transmission Lines (#s 1 and 2), the Populus–Ben Lomond Transmission Lines (#s 1, 2 and 3) and the Populus–Kinport Transmission Line.

Transmission Line
Item	Description	Qnty
Dead End	Mono pole steel	10
Tangent	Mono pole steel	35
Dead End	Three pole steel	10
Substation
Item	Description	Qnty
345 kV breaker	362kV, 3000A, 50kA, Gas Filled, w/Pre-insertion Resistors 13
	322, 327, 328, 342, 343, 346, 347, 348, 362, 363, 366, 367, 368
345 kV breaker	362kV, 2000A, 50kA, Gas Filled, for shunt reactor	2
	R393, R392
345 kV breaker	362kV, 3000A, 50kA, Gas Filled, for Capacitor Bank	1
	C329
345 kV switch	362kV, 3000A, Vertical Break, W/Ground Switch (Line)	8
345 kV Switch	362kV, 3000A, Vertical Break (Breaker Isolation)	20
345 kV Switch	362kV, 2000A, Vertical Break (Capacitor & Reactor)	3

²For asset accounting purposes, Idaho Power may request unit of property breakdown information with greater detail than shown in this Exhibit A at the conclusion of construction.  PacifiCorp will make reasonable and timely accommodation to such a request, not to exceed the level of detail produced for its own internal asset accounting purposes.

345 kV Switch		362kV, 3000A, Vertical Break, W/Ground Switch	4
		382G, 352G, 383G, 353G
345 kV CCVT		1550KV BIL, 1800/3000:1, No Carrier Accessories	6
345 kV CCVT		1550KV BIL, 1800/3000:1, With Carrier Accessories	5
345 kV CT/VT		CT/VT Metering Units, 345kV	15
345 kV Capacitor
	Bank	362kV, 220/F275 MVar	1
345 kV Series
	Capacitor	347-262 kV, 1550 kV BIL	2
345 kV Reactors		362kV, 100MVA	2
Insulator		Station Post, 345kV	738
Insulator		Suspension, 345kV	48
Bus		Rigid and Wire Bus, Assemblies, and Connectors	1
Bus		Rigid & Wire Bus, Ass. & Connectors – 345kV Series Capacitor	2
Security		Security System, Conduit Installation	1
Communications		Power Line Carrier, With All Additional Equipment	5
Line Traps		345kV, 3000A	5
Lightning Arresters		345 kV, 212kV MCOV	24
Oil Containment		System and Foundation	1
Foundations		Concrete - Drilled Piers	5685 Yds
Steel		Structural Steel Supports	2374881 lbs.

Section II. Description of Common Facilities
Description	Contract Quantity	Unit Of Measure
Fencing & Gates
Substation Fencing Furnish and Install (Including Signage)	9310	LF
Substation Gates Furnish and Install (Including Signage)	3	EA
Property Boundary Gates, Cattle Guards, etc. Furnish and Install	1	LS
Substation Fencing Furnish and Install for 345kV Series Capacitors (Including Signage)	inc. SE.1	LF
Reinforced Concrete
Concrete – Slab on Grade	1075	CY
Concrete - Pad and Pedestal		CY
Concrete - Control House		CY
Concrete - Miscellaneous (Station Service, Bollards, Security, Etc.)		CY
Cable Trench
Cable Trench w/covers	8332	LF
Cable Trench w/covers Drivable	1096	LF
Conduit and Power & Control Cables
Conduit, Below and Above Grade	1	LS
Power Cable	1	LS
Control Cable	1	LS
Grounding
Below Grade Grounding	92737	LF
Above Grade Grounding	22089	LF
Protection & Controls, SCADA & Communications
Control, Relay and Annunciator Panels	37	EA
Relay Communications Equipment; i.e. SEL 2030, Teltone Modem	1	LOT
Revenue Metering Panels	8	EA
RTU and Interposition Panel	1	EA
DFR (i.e. Ametek TR-2000 - 32 Channel with Ethernet Connection)		EA
SER (i.e. Hathaway 4100 - 256 Points)		EA
Yard Termination Cabinets	6	EA
Control House
Control House, 28’ x 80’	1	LS
Battery System 125 Vdc, Complete With Rack And Charger, Purchase and Installation	1	LS
Battery System 48 Vdc, Complete With Rack And Charger, Purchase and Installation	1	LS
Station Service
Install Station Service	1	LS
Install Standby Generator	1	LS

Automatic Transfer Switch	1	LS
Install Distribution Service to Substation Boundary	1	LS
240 VAC, 50A Disconnect Switches, Three Phase System	1	LS
Fiber Optics – Installation
String / Sag /  ADSS Cable - Overhead including all hardware	0	LF
Fusion Splice / Enclosure, ADSS To OPGW, Including slack storage and hardware	inc. in SP.3	EA
ADSS U/G Cable in Place (with innerduct and conduit or in cable trench, including building entry); Furnish and Install	1900	EA
Quazite Storage Vault / Storage Only	1	EA
Patch Panel/Termination w/ Fusion Splicing, 48 Fibers	1	EA
Cable In Place in Building, including innerduct	100	LF
Fiber Node Equipment, with rack, power, and grounding	1	EA
Channel Bank and associated Equipment, with rack, power, and grounding	1	EA

EXHIBIT B

[Intentionally omitted.]

EXHIBIT C

Ownership Interests

Owner	Ownership Interest
PacifiCorp	78.2%
Idaho Power	20.8%

Each Owner’s percentage Ownership Interest in the Transmission Facilities shall be determined based on the average of the percentage of Transmission Line Capacity of each 345 kV transmission line or transformer that has a connection to the Transmission Facilities at the Populus Substation that such Owner owns or controls.  For purposes of this Exhibit C, “Transmission Line Capacity” means, in respect of each 345 kV transmission line or transformer that has a connection to the Transmission Facilities at the Populus Substation, the total amount of rated transmission capacity of such transmission line or transformer, provided that the Owners agree that (i) neither the Transmission Line Capacity nor either Owner’s Ownership Interest shall change as a result of a temporary or permanent change in the rated transmission capacity of any such transmission lines or transformers that are connected to the Transmission Facilities at the Populus Substation on or before December 31, 2010 and (ii) the Transmission Line Capacity and the Owners’ Ownership Interests shall only change, if at all, when an additional 345 kV transmission line or transformer is interconnected to the Populus Substation after December 31, 2010.

EXHIBIT D

[Intentionally omitted.]

EXHIBIT E

Construction Budget

$24,623,483.41

EXHIBIT F

Monthly Transmission Facilities O& M Charge and
Monthly Common Facilities Charge

The Monthly Transmission Facilities O&M Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Transmission Facilities, (2) Idaho Power’s Ownership Interest, and (3) the O&M Expense Factor.

For purposes of this Exhibit F:

(i)         “Installed Cost of the Transmission Facilities” means the original and actual aggregate Cost of the Transmission Facilities incurred by or on behalf of PacifiCorp as of the date construction of the Transmission Facilities is completed pursuant to Article III, trued-up to final Cost after all work orders for the construction of the Transmission Facilities are closed to account; and

(ii)        the “O&M Expense Factor” means 0.1845% per month.

The Monthly Common Facilities Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Common Facilities, (2) Idaho Power’s Ownership Interest, and (3) the Common Facilities Factor.

For purposes of this Exhibit F:

(i)         “Installed Cost of the Common Facilities” means the original and actual aggregate Cost of the Common Facilities incurred by or on behalf of PacifiCorp as of the date construction of the Transmission Facilities is completed pursuant to Article III, trued-up to final Cost after all work orders for the construction of the Common Facilities are closed to account; and

(ii)        the “Common Facilities Factor” means 1.022% per month.

EXHIBIT G

Point of Interconnection

[See Attached]

EXHIBIT H

Milestones

Milestone	Milestone Date
Filing of this Agreement at FERC for approval	5 Business Days after the Execution Date
345 kV yard energized	October 1, 2010

SCHEDULE 13.01(f)

Idaho Power’s Outstanding Governmental Authorizations

SCHEDULE 13.02(f)

PacifiCorp’s Outstanding Governmental Authorizations

Exhibit I

Form of Hemingway Easement Agreement

Recorded at the request of and

When recorded mail to:

Gil Green

Idaho Power Company

P. O. Box 70

Boise, Idaho 83707

EASEMENT AGREEMENT

FOR VALUE RECEIVED THIS EASEMENT AGREEMENT (“Easement”), MADE this ____ day of ______, 2010 by and between IDAHO POWER COMPANY, an Idaho Corporation, its successors and assigns (hereinafter called “Grantor”), and PACIFICORP, an Oregon corporation its successors and assigns (hereinafter called “ Grantee”) and

The Grantor does hereby grant and convey to the Grantee an easement for the nonexclusive right to use and access the Grantor’s property set forth in the description attached hereto as Exhibit A (the “Transmission Facilities Site”).

The property easement will be utilized by the Grantee and its agents, employees or contractors for the use of, and rights of ingress, egress and access to, the Transmission Facilities Site to permit the Grantee and its designees to exercise Grantee’s rights, duties, and privileges as described in the Hemingway Joint Ownership and Operating Agreement dated May 3, 2010, entered into by the Grantee and Grantor (“JOOA”).  The rights of the Grantee and its agents, employees or contractors for use of, ingress, egress and access to the Transmission Facilities Site shall be governed by Section 5.06(a) of the JOOA, during the period the JOOA is in effect, including during any period after the JOOA has been terminated but the surviving provisions identified in Section 2.05(b) (including Section 5.06(a)) remain in effect.  If the JOOA terminates or expires, the property easement will be utilized by the Grantee, and its agents, employees or contractors for the right of ingress, egress and access to the Transmission Facilities Site, for the inspection, construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement, and decommissioning of the Transmission Facilities, provided that Grantor and Grantee agree to reasonably cooperate with respect to such matters.  In the exercise of such easement rights, Grantee shall cause:  (i) the Grantees and its designees, as long as the JOOA has not expired or been terminated, not to interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof by the Operator under the JOOA or to pose a safety hazard; (ii) the Grantee and its designees to comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities, which are in effect as of the date hereof and any other requirements set forth in agreements arising after the date hereof with respect to which Grantee receives written notice; (iii) the Grantee to provide reasonable prior written notice to the Grantor of its intent to exercise any right or privilege granted by this Easement; and (iv) the Grantee

 and its designees exercising any right or privilege under this Easement to comply with the Grantor’s or any other contractor’s safety and operational procedures and security rules, provided that such procedures and rules are in writing and are delivered to Grantee in advance.

The Grantor does hereby grant and convey to the Grantee an easement for the nonexclusive right for the location of equipment in which the Grantee has an ownership interest, including the equipment described in Exhibit B hereto, together with any replacements, capital upgrades or improvements thereto (hereinafter “Equipment”), on the Transmission Facilities Site, to be utilized by the Grantee to locate Equipment on such premises, together with an easement to access said Equipment over and across the Transmission Facilities Site.  Any replacements, capital upgrades or improvements to the Equipment shall be made in accordance with the provisions of the JOOA prior to its expiration or termination.

Capitalized terms used in this access easement agreement but not otherwise defined herein, shall have the meanings given such terms in the JOOA.

Any notice required or permitted under this Easement shall be provided in accordance with the notice provisions of Section 20.01 of the JOOA.

The rights granted herein shall terminate if the Grantee no longer needs the easements for uses described herein and so notifies Grantor in writing.

GRANTOR: IDAHO POWER COMPANY	GRANTEE: PACIFICORP
___________________________________	_________________________________
___________________________________	_________________________________
By:	By:
___________________________________	_________________________________
Its:	Its:

STATE OF _________   )

COUNTY OF _______   )

On this                         day of                                                 , 2010, before me, a Notary Public, personally appeared ______________________________, _______________________________________ of Idaho Power Company, that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.

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

(NOTARY SEAL)
	Notary Public
	Residing at:
	My Commission expires:

[ADDITIONAL NOTARY ON FOLLOWING PAGE]

STATE OF _________   )

COUNTY OF _______   )

On this                         day of                                                 , 2010, before me, a Notary Public, personally appeared ______________________________, _______________________________________ of PacifiCorp, that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.

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

(NOTARY SEAL)
	Notary Public
	Residing at:
	My Commission expires:

EXHIBIT A

Description of the Transmission Facilities Site

A parcel of land located in the S 1/2 of the NW 1/4 and the N 1/2 of the SW 1/4 and the S 1/2 of the NE 1/4 of Section 11, T. 1S., R. 3W., B.M., Owyhee County, Idaho, more particularly described as follows:  Commencing at an aluminum cap marking the East 1/4 corner of said Section 11, from which a 5/8” iron pin marking the Northeast corner of said section bears North 00°51’35” East, 2634.17 feet;  Thence along the mid-section line North 89°13’35” West, 96.79 feet to a point lying on the Westerly right-of-way of State Highway 78 and the REAL POINT OF BEGINNING.

Thence continuing along said mid-section line North 89°13’35” West, 2575.51 feet to the Center 1/4 of Section11;

Thence along the East line of the Northeast 1/4 of the Southwest 1/4 of said Section 11 South 00°59’54” West, 1,317.77 feet to the Center-South 1/16 corner of said Section 11;

Thence along the South line of the said North 1/2 of the Southwest 1/4 of Section 11 North 89°14’11” West, 1,993.10 feet;

Thence North 25°53’47” West, 203.54 feet;

Thence North 25°46’49” East, 2,543.71 feet;

Thence South 64°13’11” East, 1,984.81 feet;

Thence South 89°13’35” East, 1,723.88 feet to the intersection with the said westerly right-of-way of State Highway 78;

Thence along said westerly right-of-way South 10°44’30” East, 336.78 feet to the REAL POINT OF BEGINNING.

And also:

A parcel of land being the Northwest Quarter of the Southeast Quarter of Section 11 Township 1 South, Range 3 West, Boise Meridian, Owyhee County, Idaho, more particularly described as follows:

Beginning at the Northwest corner of said Northwest Quarter of the Southeast Quarter, (Center ¼ corner), said corner monumented with a 5/8 inch diameter iron pin; thence South 89°13’27” East, a distance of 1336.21 feet along the Northerly boundary of said Northwest Quarter of the Southeast Quarter to the Northeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 1½ inch diameter aluminum disk; thence

South 00°56’01” West, a distance of 1317.48 feet along the Easterly boundary of said Northwest Quarter of the Southeast Quarter to the Southeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk: thence

North 89°14’16” West, a distance of 1337.76 feet along the Southerly boundary of said Northwest Quarter of the Southeast Quarter to the Southwest corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk; thence

North 01°00’02” East, a distance of 1317.80 feet along the Westerly boundary of said Northwest Quarter of the Southeast Quarter to the POINT OF BEGINNING

EXHIBIT B

Description of Equipment

The Equipment will include all of the equipment and facilities described below in this Exhibit B which is installed at the Transmission Facilities Site as of the date of this deed.

The Equipment includes all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the Midpoint Station (MPSN) 1 and Summer Lake (SMLK) line terminals depart to the tap line segments.  The major equipment included in the Equipment consists of six 500kV breakers and one spare 500kV breaker (stored on location),  seventeen 500kV air breaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2.  Also included in the Equipment are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment.  The Equipment also includes all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing MPSN—SMLK line.

STATION
QTY	Equipment Description	Item
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 2000Amp	206
1	Power Circuit Breaker, 550kV 2000Amp	204
1	Power Circuit Breaker, 550kV 2000Amp	204
10	Local Equipment Annunciator Units for Reactors and Breakers
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1

1	Shunt Capacitor, 550kV 220MVAR Expandable to 330MVAR	203
13	Switch, Motor Operated Airbreak, 500kV 4000A	208
3	Switch, Motor Operated Airbreak, 500kV 2000A	209-1
1	Switch, Motor Operated Airbreak w/ GND Switch, 500kV 2000A	209-2
12	Capacitor Voltage Transformer, 500kV	211
6	Capacitor Voltage Transformer, 500kV w/ Carrier Accessories	212
6	Line Trap, 500kV 3000A	214-1
6	Line Tuner, Single Phase Units	214-2
12	Surge Arrestor, 318kV MCOV	215
6	Surge Arrestor, 144kV MCOV	238
138	Insulator, Station Post, 500kV 1800BIL	217
48	Insulator, Station Post, 500kV 1800BIL	218
153	Insulator, Suspension, Polymer 500kV Class	220
QTY	Structure Description	Item
2	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-1
4	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-2
51	Steel Structure, 500kV 3-ph Airbreak Support	106-1
12	Steel Structure, 500kV CCVT Structure	107-1
6	Steel Structure, 500kV Line Trap Structure	107-2
9	Steel Structure, 500kV Surge Arrestor Structure	108

10	Steel Structure, 500kV Strain Bus A-Frame Structure	101
2	Steel Structure, 500kV Transfer Bus Structure, Reactor	103
2	Steel Structure, 500kV Transfer Bus Structure, Spare for Reactor	103
6	Steel Structure, 500kV 3-ph Bus Support, Future Airbreak Support	106-2
117	Steel Structure, Lally, 500kV 1-ph Low Bus Support	110
3	Steel Structure, Lally, 500kV 1-ph Low Bus Support	110
16	Steel Structure, Lally, 500kV 1-ph Low Bus Support	111
QTY	Conductor Description	Item
3,500 ft	Conductor, 6” Aluminum Pipe, Schedule 80, 6063-T6	300
3,500 ft	Conductor, 1590 ACSR (Dampening for 6” Bus)	303
20,000 ft	Conductor, Strain Bus, 1780 ACSS “CHUKAR” 1.601 Diameter	304
6,750 ft	Conductor, 3/8” EHS Shield Wire	306
75,615 ft	Control Cable
QTY	Panel Description	P Number
1	Panel E9: SMLK 11-1 (Pri. #1 Relay)	5933
1	Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control)	5934
1	Panel E11: SMLK 11-3 (Pri. #3 Relay)	5935

1	Panel E12: SMLK L511 Protection & 511Z Control	5936
1	Panel E13: SMLK 511Z BF & Lockout	5937
1	Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action)	5947
1	Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2)	5953
1	Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2)	5954
1	Panel H9: MPSN#1 11-1 (Pri. #1 Relay)	5955
1	Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control)	5956
1	Panel H11: MPSN#1 11-3 (Pri. #3 Relay)	5957
1	Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control)	5966
1	Panel L14: C513 11-2 (Pri. #2 Relay)	5967
13	Panel Rack and Frames
1	Intertie Cabinet EF2: SUMMER LAKE 500kV LINE (535A/536A/511Z/L511/CCVT’s)	5985
1	Intertie Cabinet GH@: MPSN #1 500kV LINE (538A/539A/CCVT’s)	5987
1	Intertie Cabinet KL2: MPSN #2 500kV LINE(FUTURE) / C513	5991
QTY	Foundation Description
156	Other structures (for Items 101, 103, 106-2, 100, 111)
6	Deadend Structures (for Items 100-1 and 100-2)
78	Equipment Structures

3	Reactor oil containment
370 ft	Fence, Capacitor Bank Barrier
6	Key Interlock for Capacitor Bank Barrier Fence
TAP
QTY	Line Material Description
8	Dead-end, Single Pole Tubular Steel w/ Foundation
2	Tangent, Single Pole Tubular Steel w/ Foundation
2406	Insulator, 10” 52-5 b&s 30k
6	Insulator, Horizontal Post 500kV
40,500 ft	Conductor,  1272 ACSR 45/7 Bitten
8,500 ft	Overhead Ground Wire, 3/8 EHS Steel

Exhibit J

Form of Populus Easement Agreement

Recorded at the request of and

When recorded mail to:

Gil Green

Idaho Power Company

P. O. Box 70

Boise, Idaho 83707

EASEMENT AGREEMENT

FOR VALUE RECEIVED THIS EASEMENT AGREEMENT, MADE this ____ day of ________, 2010 by and between PACIFICORP, an Oregon corporation its successors and assigns (hereinafter called “Grantor”), and IDAHO POWER COMPANY, an Idaho Corporation, its successors and assigns (hereinafter called “ Grantee”) and

The Grantor does hereby grant and convey to the Grantee an easement for the nonexclusive right to use and access the Grantor’s property set forth in the description attached hereto as Exhibit A (the “Transmission Facilities Site”).

The property easement will be utilized by the Grantee and its agents, employees or contractors for the use of, and rights of ingress, egress and access to, the Transmission Facilities Site to permit the Grantee and its designees to exercise Grantee’s rights, duties, and privileges as described in the Hemingway Joint Ownership and Operating Agreement dated May 3, 2010, entered into by the Grantee and Grantor (“JOOA”).  The rights of the Grantee and its agents, employees or contractors for use of, ingress, egress and access to the Transmission Facilities Site shall be governed by Section 5.06(a) of the JOOA, during the period the JOOA is in effect, including during any period after the JOOA has been terminated but the surviving provisions identified in Section 2.05(b) (including Section 5.06(a)) remain in effect.  If the JOOA terminates or expires, the property easement will be utilized by the Grantee, and its agents, employees or contractors for the right of ingress, egress and access to the Transmission Facilities Site, for the inspection, construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement, and decommissioning of the Transmission Facilities, provided that Grantor and Grantee agree to reasonably cooperate with respect to such matters.  In the exercise of such easement rights, Grantee shall cause:  (i) the Grantees and its designees, as long as the JOOA has not expired or been terminated, not to interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof by the Operator under the JOOA or to pose a safety hazard; (ii) the Grantee and its designees to comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement
 

applicable to the Transmission Facilities, which are in effect as of the date hereof and any other requirements set forth in agreements arising after the date hereof with respect to which Grantee receives written notice; (iii) the Grantee to provide reasonable prior written notice to the Grantor of its intent to exercise any right or privilege granted by this Easement; and (iv) the Grantee and its designees exercising any right or privilege under this Easement to comply with the Grantor’s or any other contractor’s safety and operational procedures and security rules, provided that such procedures and rules are in writing and are delivered to Grantee in advance.

The Grantor does hereby grant and convey to the Grantee an easement for the nonexclusive right for the location of equipment in which the Grantee has an ownership interest, including the equipment described in Exhibit B hereto, together with any replacements, capital upgrades or improvements thereto (hereinafter “Equipment”), on the Transmission Facilities Site, to be utilized by the Grantee to locate Equipment on such premises, together with an easement to access said Equipment over and across the Transmission Facilities Site.  Any replacements, capital upgrades or improvements to the Equipment shall be made in accordance with the provisions of the JOOA prior to its expiration or termination.

Capitalized terms used in this access easement agreement but not otherwise defined herein, shall have the meanings given such terms in the JOOA.

Any notice required or permitted under this Easement shall be provided in accordance with the notice provisions of Section 20.01 of the JOOA.

The rights granted herein shall terminate if the Grantee no longer needs the easements for uses described herein and so notifies Grantor in writing.

GRANTOR: PACIFICORP	GRANTEE: IDAHO POWER COMPANY
___________________________________	_________________________________
By: ________________________________	By: ______________________________
Its: ________________________________	Its: ______________________________

STATE OF _________   )

COUNTY OF _______   )

On this             day of                                                 , 2010, before me, a Notary Public, personally appeared ______________________________, ______________________________of PacifiCorp, that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.

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

(NOTARY SEAL)
	Notary Public
	Residing at:
	My Commission expires:

[ADDITIONAL NOTARY ON FOLLOWING PAGE]

STATE OF _________   )

COUNTY OF _______   )

On this                         day of                                                 , 2010, before me, a Notary Public, personally appeared ______________________________, _______________________________________ of Idaho Power Company, that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.

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

(NOTARY SEAL)
	Notary Public
	Residing at:
	My Commission expires:

EXHIBIT A

Description of the Transmission Facilities Site

A parcel of land situate in the East Half and the East Half of the Northwest Quarter of Section 32, Township 11 South, Range 37 East and the Northeast Quarter of the Northeast Quarter of Section 5, Township 12 South, Range 37 East, Boise Meridian, Bannock County, Idaho. The boundaries of said parcel are described as follows, to wit:

Beginning at a point which is 1676.62 feet S.00°51’01”W along the section line from the Northeast Corner of said Section 32 and running thence S.00°51’01”W 968.72 feet to the East Quarter Corner of said Section 32; thence S.00°13’36”E 2645.12 feet to the Southeast Corner of said Section 32; thence S.00°11’13”W 1303.25 feet along the section line to the Southeast corner of the Northeast Quarter of the Northeast Quarter of said Section 5; thence N.89°32’18”W 353.00 feet along the south line of said Northeast Quarter of the Northeast Quarter of Section 5; thence N.00°28’56”E 4336.61 feet; thence N.89°29’04”W 1090.62 feet; thence S.00°30’56”W 219.04 feet; thence N.89°29’04”W 678.13 feet; thence N.00°30’56”E 434.59 feet; thence S.89°40’21”W 1892.26 feet to the west line of the East Half of the Northwest Quarter of said Section 32; thence N.00°17’47”E 390.57 feet along said west line; thence S.89°31’02”E 3981.75 feet to the point of beginning. The above-described parcel contains 3,523,114 square feet or 80.880 acres, more or less.

EXHIBIT B

Description of Equipment

The Equipment will include all of the equipment and facilities described below in this Exhibit B which is installed at the Transmission Facilities Site as of the date of this deed.

The Equipment includes all above ground 345kV structures, bus, breakers, capacitors, associated equipment and foundations as listed below.  The major equipment included in the Equipment consists of sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage transformers (CCVT), including all components associated with connection of the Bridger-Populus Transmission Lines (#s 1 and 2), the Populus–Borah Transmission Lines (#s 1 and 2), the Populus–Ben Lomond Transmission Lines (#s 1, 2 and 3) and the Populus–Kinport Transmission Line.

Transmission Line
Item		Description	Qnty
Dead End	Mono pole steel		10
Tangent	Mono pole steel		35
Dead End	Three pole steel		10
Substation
Item	Description		Qnty
345 kV breaker	362kV, 3000A, 50kA, Gas Filled, w/Pre-insertion Resistors		13
	322, 327, 328, 342, 343, 346, 347, 348, 362, 363, 366, 367, 368
345 kV breaker	362kV, 2000A, 50kA, Gas Filled, for shunt reactor		2
	R393, R392
345 kV breaker	362kV, 3000A, 50kA, Gas Filled, for Capacitor Bank		1
	C329
345 kV switch	362kV, 3000A, Vertical Break, W/Ground Switch (Line)		8
345 kV Switch	362kV, 3000A, Vertical Break (Breaker Isolation)		20
345 kV Switch	362kV, 2000A, Vertical Break (Capacitor & Reactor)		3
345 kV Switch	362kV, 3000A, Vertical Break, W/Ground Switch		4
	382G, 352G, 383G, 353G
345 kV CCVT	1550KV BIL, 1800/3000:1, No Carrier Accessories		6

345 kV CCVT		1550KV BIL, 1800/3000:1, With Carrier Accessories	5
345 kV CT/VT		CT/VT Metering Units, 345kV	15
345 kV Capacitor
	Bank	362kV, 220/F275 MVar	1
345 kV Series
	Capacitor	347-262 kV, 1550 kV BIL	2
345 kV Reactors		362kV, 100MVA	2
Insulator		Station Post, 345kV	738
Insulator		Suspension, 345kV	48
Bus		Rigid and Wire Bus, Assemblies, and Connectors	1
Bus		Rigid & Wire Bus, Ass. & Connectors – 345kV Series Capacitor	2
Security		Security System, Conduit Installation	1
Communications		Power Line Carrier, With All Additional Equipment	5
Line Traps		345kV, 3000A	5
Lightning Arresters		345 kV, 212kV MCOV	24
Oil Containment		System and Foundation	1
Foundations		Concrete - Drilled Piers	5685 Yds
Steel		Structural Steel Supports	2374881 lbs.

Exhibit K

Description of Hemingway Substation Site

A parcel of land located in the S 1/2 of the NW 1/4 and the N 1/2 of the SW 1/4 and the S 1/2 of the NE 1/4 of Section 11, T. 1S., R. 3W., B.M., Owyhee County, Idaho, more particularly described as follows:  Commencing at an aluminum cap marking the East 1/4 corner of said Section 11, from which a 5/8” iron pin marking the Northeast corner of said section bears North 00°51’35” East, 2634.17 feet;  Thence along the mid-section line North 89°13’35” West, 96.79 feet to a point lying on the Westerly right-of-way of State Highway 78 and the REAL POINT OF BEGINNING.

Thence continuing along said mid-section line North 89°13’35” West, 2575.51 feet to the Center 1/4 of Section11;

Thence along the East line of the Northeast 1/4 of the Southwest 1/4 of said Section 11 South 00°59’54” West, 1,317.77 feet to the Center-South 1/16 corner of said Section 11;

Thence along the South line of the said North 1/2 of the Southwest 1/4 of Section 11 North 89°14’11” West, 1,993.10 feet;

Thence North 25°53’47” West, 203.54 feet;

Thence North 25°46’49” East, 2,543.71 feet;

Thence South 64°13’11” East, 1,984.81 feet;

Thence South 89°13’35” East, 1,723.88 feet to the intersection with the said westerly right-of-way of State Highway 78;

Thence along said westerly right-of-way South 10°44’30” East, 336.78 feet to the REAL POINT OF BEGINNING.

And also:

A parcel of land being the Northwest Quarter of the Southeast Quarter of Section 11 Township 1 South, Range 3 West, Boise Meridian, Owyhee County, Idaho, more particularly described as follows:

Beginning at the Northwest corner of said Northwest Quarter of the Southeast Quarter, (Center ¼ corner), said corner monumented with a 5/8 inch diameter iron pin; thence South 89°13’27” East, a distance of 1336.21 feet along the Northerly boundary of said Northwest Quarter of the Southeast Quarter to the Northeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 1½ inch diameter aluminum disk; thence

South 00°56’01” West, a distance of 1317.48 feet along the Easterly boundary of said Northwest Quarter of the Southeast Quarter to the Southeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk: thence

North 89°14’16” West, a distance of 1337.76 feet along the Southerly boundary of said Northwest Quarter of the Southeast Quarter to the Southwest corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk; thence

North 01°00’02” East, a distance of 1317.80 feet along the Westerly boundary of said Northwest Quarter of the Southeast Quarter to the POINT OF BEGINNING

Exhibit L

Description of Populus Substation Site

A parcel of land situate in the East Half and the East Half of the Northwest Quarter of Section 32, Township 11 South, Range 37 East and the Northeast Quarter of the Northeast Quarter of Section 5, Township 12 South, Range 37 East, Boise Meridian, Bannock County, Idaho. The boundaries of said parcel are described as follows, to wit:

Beginning at a point which is 1676.62 feet S.00°51’01”W along the section line from the Northeast Corner of said Section 32 and running thence S.00°51’01”W 968.72 feet to the East Quarter Corner of said Section 32; thence S.00°13’36”E 2645.12 feet to the Southeast Corner of said Section 32; thence S.00°11’13”W 1303.25 feet along the section line to the Southeast corner of the Northeast Quarter of the Northeast Quarter of said Section 5; thence N.89°32’18”W 353.00 feet along the south line of said Northeast Quarter of the Northeast Quarter of Section 5; thence N.00°28’56”E 4336.61 feet; thence N.89°29’04”W 1090.62 feet; thence S.00°30’56”W 219.04 feet; thence N.89°29’04”W 678.13 feet; thence N.00°30’56”E 434.59 feet; thence S.89°40’21”W 1892.26 feet to the west line of the East Half of the Northwest Quarter of said Section 32; thence N.00°17’47”E 390.57 feet along said west line; thence S.89°31’02”E 3981.75 feet to the point of beginning. The above-described parcel contains 3,523,114 square feet or 80.880 acres, more or less.

Exhibit M

Form of Hemingway Deed

Recorded at the request of and

When recorded mail to:

Gil Green

Idaho Power Company

P. O. Box 70

Boise, Idaho 83707

DEED

FOR VALUE RECEIVED, IDAHO POWER COMPANY, an Idaho corporation, whose address is 1221 W. Idaho Street, Boise, Idaho 83702 (“Grantor”), does hereby grant, bargain, sell and convey unto PACIFICORP, an Oregon corporation (“Grantee”),  its successors and assigns, a fifty-nine percent (59.0%) undivided ownership interest, as tenant in common, in the following described equipment, located in Owyhee County, Idaho (as described in Exhibit A hereto, hereinafter the “Equipment”), pursuant to the Joint Purchase and Sale Agreement dated April 30, 2010 (“JPSA”) between the Grantor and Grantee.

The Equipment described in Exhibit A is located on real property owned by Grantor in the S ½ of the NW ¼ and the N ½ of the SW ¼ and the S ½ of the NE ¼ and the NW ¼ of the SE ¼ of Section 11, T. 1S., R. 3W., B.M., Owyhee County, Idaho, as more particularly described on Exhibit B hereto (the “Land”).

This deed in not intended in any way to convey any interest in any real property on which the Equipment is located.

The Grantor covenants to the Grantee that Grantor is the owner of the Equipment; that the Equipment is free from Encumbrances other than Idaho Power Permitted Encumbrances, as each term is defined in the JPSA.

TO HAVE AND TO HOLD said partial ownership interest in the Equipment, unto Grantee, and Grantee’s successors and assigns forever.

IN WITNESS WHEREOF, the Grantor has executed this instrument on this ____ day of ______, 2010.

GRANTOR:	IDAHO POWER COMPANY,
	an Idaho Corporation
	By:  _________________________________
	Its:  _________________________________

STATE OF                              )

ss.

County of                                )

On this _____ day of _____________, 2010, before me, the undersigned Notary Public in and for said State, personally appeared _________________, known or identified to me to be the ____________________ of _________________, an Idaho corporation, and the corporation that executed the within instrument, or the person who executed the instrument in behalf of said corporation, and acknowledged to me that such corporation executed the same.

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

Notary Public for                                           

My Commission expires:                                
 

Exhibit A

Description of Equipment

The Equipment will include all of the equipment and facilities described below in this Exhibit A which are installed at the Land as of the date of this deed.

The Equipment includes all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the Midpoint Station (MPSN) 1 and Summer Lake (SMLK) line terminals depart to the tap line segments.  The major equipment included in the Equipment consists of six 500kV breakers and one spare 500kV breaker (stored on location),  seventeen 500kV air breaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2.  Also included in the Equipment are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment.  The Equipment also includes all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing MPSN—SMLK line.

STATION
QTY	Equipment Description	Item
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 2000Amp	206
1	Power Circuit Breaker, 550kV 2000Amp	204
1	Power Circuit Breaker, 550kV 2000Amp	204
10	Local Equipment Annunciator Units for Reactors and Breakers
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Capacitor, 550kV 220MVAR	203

	Expandable to 330MVAR
13	Switch, Motor Operated Airbreak, 500kV 4000A	208
3	Switch, Motor Operated Airbreak, 500kV 2000A	209-1
1	Switch, Motor Operated Airbreak w/ GND Switch, 500kV 2000A	209-2
12	Capacitor Voltage Transformer, 500kV	211
6	Capacitor Voltage Transformer, 500kV w/ Carrier Accessories	212
6	Line Trap, 500kV 3000A	214-1
6	Line Tuner, Single Phase Units	214-2
12	Surge Arrestor, 318kV MCOV	215
6	Surge Arrestor, 144kV MCOV	238
138	Insulator, Station Post, 500kV 1800BIL	217
48	Insulator, Station Post, 500kV 1800BIL	218
153	Insulator, Suspension, Polymer 500kV Class	220
QTY	Structure Description	Item
2	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-1
4	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-2
51	Steel Structure, 500kV 3-ph Airbreak Support	106-1
12	Steel Structure, 500kV CCVT Structure	107-1
6	Steel Structure, 500kV Line Trap Structure	107-2
9	Steel Structure, 500kV Surge Arrestor Structure	108
10	Steel Structure, 500kV Strain Bus A-Frame Structure	101
2	Steel Structure, 500kV Transfer Bus Structure, Reactor	103
2	Steel Structure, 500kV Transfer Bus Structure, Spare for Reactor	103
6	Steel Structure, 500kV 3-ph Bus Support, Future Airbreak Support	106-2
117	Steel Structure, Lally, 500kV 1-ph Low Bus Support	110

3	Steel Structure, Lally, 500kV 1-ph Low Bus Support	110
16	Steel Structure, Lally, 500kV 1-ph Low Bus Support	111
QTY	Conductor Description	Item
3,500 ft	Conductor, 6” Aluminum Pipe, Schedule 80, 6063-T6	300
3,500 ft	Conductor, 1590 ACSR (Dampening for 6” Bus)	303
20,000 ft	Conductor, Strain Bus, 1780 ACSS “CHUKAR” 1.601 Diameter	304
6,750 ft	Conductor, 3/8” EHS Shield Wire	306
75,615 ft	Control Cable
QTY	Panel Description	P Number
1	Panel E9: SMLK 11-1 (Pri. #1 Relay)	5933
1	Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control)	5934
1	Panel E11: SMLK 11-3 (Pri. #3 Relay)	5935
1	Panel E12: SMLK L511 Protection & 511Z Control	5936
1	Panel E13: SMLK 511Z BF & Lockout	5937
1	Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action)	5947
1	Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2)	5953
1	Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2)	5954
1	Panel H9: MPSN#1 11-1 (Pri. #1 Relay)	5955
1	Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control)	5956
1	Panel H11: MPSN#1 11-3 (Pri. #3 Relay)	5957
1	Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control)	5966
1	Panel L14: C513 11-2 (Pri. #2 Relay)	5967
13	Panel Rack and Frames
1	Intertie Cabinet EF2: SUMMER LAKE 500kV LINE (535A/536A/511Z/L511/CCVT’s)	5985
1	Intertie Cabinet GH@: MPSN #1 500kV LINE (538A/539A/CCVT’s)	5987
1	Intertie Cabinet KL2: MPSN #2 500kV	5991

	LINE(FUTURE) / C513
QTY	Foundation Description
156	Other structures (for Items 101, 103, 106-2, 100, 111)
6	Deadend Structures (for Items 100-1 and 100-2)
78	Equipment Structures
3	Reactor oil containment
370 ft	Fence, Capacitor Bank Barrier
6	Key Interlock for Capacitor Bank Barrier Fence
TAP
QTY	Line Material Description
8	Dead-end, Single Pole Tubular Steel w/ Foundation
2	Tangent, Single Pole Tubular Steel w/ Foundation
2406	Insulator, 10” 52-5 b&s 30k
6	Insulator, Horizontal Post 500kV
40,500 ft	Conductor,  1272 ACSR 45/7 Bitten
8,500 ft	Overhead Ground Wire, 3/8 EHS Steel

Exhibit B

Description of Land

A parcel of land located in the S 1/2 of the NW 1/4 and the N 1/2 of the SW 1/4 and the S 1/2 of the NE 1/4 of Section 11, T. 1S., R. 3W., B.M., Owyhee County, Idaho, more particularly described as follows:  Commencing at an aluminum cap marking the East 1/4 corner of said Section 11, from which a 5/8” iron pin marking the Northeast corner of said section bears North 00°51’35” East, 2634.17 feet;  Thence along the mid-section line North 89°13’35” West, 96.79 feet to a point lying on the Westerly right-of-way of State Highway 78 and the REAL POINT OF BEGINNING.

Thence continuing along said mid-section line North 89°13’35” West, 2575.51 feet to the Center 1/4 of Section11;

Thence along the East line of the Northeast 1/4 of the Southwest 1/4 of said Section 11 South 00°59’54” West, 1,317.77 feet to the Center-South 1/16 corner of said Section 11;

Thence along the South line of the said North 1/2 of the Southwest 1/4 of Section 11 North 89°14’11” West, 1,993.10 feet;

Thence North 25°53’47” West, 203.54 feet;

Thence North 25°46’49” East, 2,543.71 feet;

Thence South 64°13’11” East, 1,984.81 feet;

Thence South 89°13’35” East, 1,723.88 feet to the intersection with the said westerly right-of-way of State Highway 78;

Thence along said westerly right-of-way South 10°44’30” East, 336.78 feet to the REAL POINT OF BEGINNING.

And also:

A parcel of land being the Northwest Quarter of the Southeast Quarter of Section 11 Township 1 South, Range 3 West, Boise Meridian, Owyhee County, Idaho, more particularly described as follows:

Beginning at the Northwest corner of said Northwest Quarter of the Southeast Quarter, (Center ¼ corner), said corner monumented with a 5/8 inch diameter iron pin; thence South 89°13’27” East, a distance of 1336.21 feet along the Northerly boundary of said Northwest Quarter of the Southeast Quarter to the Northeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 1½ inch diameter aluminum disk; thence

South 00°56’01” West, a distance of 1317.48 feet along the Easterly boundary of said Northwest Quarter of the Southeast Quarter to the Southeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk: thence

North 89°14’16” West, a distance of 1337.76 feet along the Southerly boundary of said Northwest Quarter of the Southeast Quarter to the Southwest corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk; thence

North 01°00’02” East, a distance of 1317.80 feet along the Westerly boundary of said Northwest Quarter of the Southeast Quarter to the POINT OF BEGINNING

EXECUTION COPY

Exhibit N

Form of Populus Deed

Recorded at the request of and

When recorded mail to:

Gil Green

Idaho Power Company

P. O. Box 70

Boise, Idaho 83707

DEED

FOR VALUE RECEIVED, PACIFICORP, an Oregon corporation (“Grantor”), does hereby grant, bargain, sell and convey unto IDAHO POWER COMPANY, an Idaho corporation, whose address is 1221 W. Idaho Street, Boise, Idaho 83702 (“Grantee”),  its successors and assigns, a twenty and eight tenths percent (20.8%) undivided ownership interest, as tenant in common, in the following described equipment, located in Bannock County, Idaho (as described in Exhibit A hereto, hereinafter the “Equipment”), pursuant to the Joint Purchase and Sale Agreement dated April 30, 2010 (“JPSA”) between the Grantor and Grantee.

The Equipment described in Exhibit A is located on a parcel of land owned by Grantor situate in the East Half and the East Half of the Northwest Quarter of Section 32, Township 11 South, Range 37 East and the Northeast Quarter of the Northeast Quarter of Section 5, Township 12 South, Range 37 East, Boise Meridian, Bannock County, Idaho, as more particularly described on Exhibit B hereto (the “Land”).

This deed in not intended in any way to convey any interest in any real property on which the Equipment is located.

The Grantor covenants to the Grantee that Grantor is the owner of the Equipment; that the Equipment is free from Encumbrances other than PacifiCorp Permitted Encumbrances, as each term is defined in the JPSA.

TO HAVE AND TO HOLD said partial ownership interest in the Equipment, unto Grantee, and Grantee’s successors and assigns forever.

IN WITNESS WHEREOF, the Grantor has executed this instrument on this ____ day of _______, 2010.

 

GRANTOR:	PACIFICORP, an Oregon corporation
	By:  ________________________________

Its: ________________________________

STATE OF                              )

ss.

County of                                )

On this _____ day of _____________, 2010, before me, the undersigned Notary Public in and for said State, personally appeared _________________, known or identified to me to be the ____________________ of _________________, an Oregon corporation, and the corporation that executed the within instrument, or the person who executed the instrument in behalf of said corporation, and acknowledged to me that such corporation executed the same.

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

Notary Public for                                           

My Commission expires:                                

Exhibit A

Description of Equipment

The Equipment will include all of the equipment and facilities described below in this Exhibit A which is installed at the Land as of the date of this deed.

The Equipment includes all above ground 345kV structures, bus, breakers, capacitors, associated equipment and foundations as listed below.  The major equipment included in the Equipment consists of sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage transformers (CCVT), including all components associated with connection of the Bridger-Populus Transmission Lines (#s 1 and 2), the Populus–Borah Transmission Lines (#s 1 and 2), the Populus–Ben Lomond Transmission Lines (#s 1, 2 and 3) and the Populus–Kinport Transmission Line.

Transmission Line
Item		Description	Qnty
Dead End	Mono pole steel		10
Tangent	Mono pole steel		35
Dead End	Three pole steel		10
Substation
Item	Description		Qnty
345 kV breaker	362kV, 3000A, 50kA, Gas Filled, w/Pre-insertion Resistors		13
	322, 327, 328, 342, 343, 346, 347, 348, 362, 363, 366, 367, 368
345 kV breaker	362kV, 2000A, 50kA, Gas Filled, for shunt reactor		2
	R393, R392
345 kV breaker	362kV, 3000A, 50kA, Gas Filled, for Capacitor Bank		1
	C329
345 kV switch	362kV, 3000A, Vertical Break, W/Ground Switch (Line)		8
345 kV Switch	362kV, 3000A, Vertical Break (Breaker Isolation)		20
345 kV Switch	362kV, 2000A, Vertical Break (Capacitor & Reactor)		3
345 kV Switch	362kV, 3000A, Vertical Break, W/Ground Switch		4
	382G, 352G, 383G, 353G
345 kV CCVT	1550KV BIL, 1800/3000:1, No Carrier Accessories		6
345 kV CCVT	1550KV BIL, 1800/3000:1, With Carrier Accessories		5

345 kV CT/VT		CT/VT Metering Units, 345kV	15
345 kV Capacitor
	Bank	362kV, 220/F275 MVar	1
345 kV Series
	Capacitor	347-262 kV, 1550 kV BIL	2
345 kV Reactors		362kV, 100MVA	2
Insulator		Station Post, 345kV	738
Insulator		Suspension, 345kV	48
Bus		Rigid and Wire Bus, Assemblies, and Connectors	1
Bus		Rigid & Wire Bus, Ass. & Connectors – 345kV Series Capacitor	2
Security		Security System, Conduit Installation	1
Communications		Power Line Carrier, With All Additional Equipment	5
Line Traps		345kV, 3000A	5
Lightning Arresters		345 kV, 212kV MCOV	24
Oil Containment		System and Foundation	1
Foundations		Concrete - Drilled Piers	5685 Yds
Steel		Structural Steel Supports	2374881 lbs.

Exhibit B

Description of Land

A parcel of land situate in the East Half and the East Half of the Northwest Quarter of Section 32, Township 11 South, Range 37 East and the Northeast Quarter of the Northeast Quarter of Section 5, Township 12 South, Range 37 East, Boise Meridian, Bannock County, Idaho. The boundaries of said parcel are described as follows, to wit:

Beginning at a point which is 1676.62 feet S.00°51’01”W along the section line from the Northeast Corner of said Section 32 and running thence S.00°51’01”W 968.72 feet to the East Quarter Corner of said Section 32; thence S.00°13’36”E 2645.12 feet to the Southeast Corner of said Section 32; thence S.00°11’13”W 1303.25 feet along the section line to the Southeast corner of the Northeast Quarter of the Northeast Quarter of said Section 5; thence N.89°32’18”W 353.00 feet along the south line of said Northeast Quarter of the Northeast Quarter of Section 5; thence N.00°28’56”E 4336.61 feet; thence N.89°29’04”W 1090.62 feet; thence S.00°30’56”W 219.04 feet; thence N.89°29’04”W 678.13 feet; thence N.00°30’56”E 434.59 feet; thence S.89°40’21”W 1892.26 feet to the west line of the East Half of the Northwest Quarter of said Section 32; thence N.00°17’47”E 390.57 feet along said west line; thence S.89°31’02”E 3981.75 feet to the point of beginning. The above-described parcel contains 3,523,114 square feet or 80.880 acres, more or less.

EXECUTION COPY

Schedule 1.1(a)          Hemingway Transferable Permits

None

Schedule 1.1(b)          Idaho Power’s Knowledge

Vern Porter – V.P., Engineering & Operations

Marsha Leese – Manager, Delivery Projects

Doug Dockter – Engineering Leader, 500 kV Projects

Mike Bracke – Project Leader

Todd Adams – Project Leader

Schedule 1.1(c)           Idaho Power Permitted Encumbrances

Hemingway BLM Right-of-Way Grant

The Mortgage and Deed of Trust, dated as of October 1, 1937, and indentures supplemental thereto, granted by Idaho Power to Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company and Stanley Burg, as Trustees.

Schedule 1.1(d)          PacifiCorp’s Knowledge

Lisa Symonds – Project Manager

Kenneth Houston – Director, Transmission Service

Brian Fritz – Director, Transmission Development

John Cupparo – Vice President, Transmission

Schedule 1.1(e)           PacifiCorp Permitted Encumbrances

Mortgage and Deed of Trust from PacifiCorp to Morgan Guaranty Trust Company of New York (The Bank of New York Mellon Trust Company, N.A., successor), dated as of January 9, 1989, as amended and supplemented by supplemental indentures, including the Twenty-Third Supplemental Indenture, dated January 1, 2009 and recorded in the records of Bannock County, Idaho on June 10, 2009, under Recording No. 20912676

EXECUTION COPY

Schedule 1.1(f)           Populus Transferable Permits

None

Schedule 3.1(e)  Exceptions to Governmental Authorizations Obtained by Idaho Power

Acceptance of the Hemingway Joint Ownership and Operating Agreement for filing by the Federal Energy Regulatory Commission under Section 205 of the Federal Power Act (filing to occur within five (5) days following the Closing Date)

Schedule 3.1(f)           PacifiCorp Acquired Assets - Liabilities

None

Schedule 3.1(g)          PacifiCorp Acquired Assets - Title Exceptions

None

Schedule 3.1(h)(i)-A  PacifiCorp Acquired Assets - Environmental Permits

EPA NPDES General Construction Permit Number IDR10BZ05 – Stormwater Pollution Prevention Plan (SWPPP) for Construction

Owyhee County Subsurface Sewage Disposal Permit

State of Idaho, Department of Water Resources Permit No. 57-11790 (Water Well): 12/1/2009

Schedule 3.1(h)(i)-B   PacifiCorp Acquired Assets - Environmental Law and Environmental Permit Exceptions

None

EXECUTION COPY

Schedule 3.1(h)(ii)      PacifiCorp Acquired Assets – Violation of Environmental Laws and Environmental Permits

None

Schedule 3.1(h)(iii)     PacifiCorp Acquired Assets - Releases

None

Schedule 3.1(h)(iv)     PacifiCorp Acquired Assets – Storage Tanks, etc.

Reactor Oil Containment (open basin)

Schedule 3.1(h)(v)      PacifiCorp Acquired Assets – Assumed Obligations Under Environmental Laws

Clean Water Act – Spill Prevention, Control and Countermeasures (SPCC)

Schedule 3.1(h)(vi)     PacifiCorp Acquired Assets - Environmental Reports

For the 500 kV tap lines in-and-out of the Hemingway Substation and covered by the Hemingway BLM Right-of-Way Grant:

Wildlife Baseline Technical Report – Hemingway Substation Bureau of Land Management Track: 11/24/2008

Vegetation Baseline Technical Report – Hemingway Substation Bureau of Land Management Track: 11/25/2008

Schedule 3.1(k)          PacifiCorp Acquired Assets – Intellectual Property

None

Schedule 3.1(l)           Hemingway Substation Facilities Contracts

Allied Barton Security

ALS Land Surveying

Anderson & Wood – Fence & Foundations for In-and-Out

Western Construction – Site Work

Energy Erectors – Substation

Derek Pearson – Wire Fencing

Power Engineers

Material Testing & Inspection (MTI)

All Treasure Valley Septic Services (Portable Toilets)

Utah Yamas Controls

Schweitzer Engineering (SEL)

American Geotechnics, Inc.

Crane West

Sawtooth Water

United Rental

Global Rental

Inland Crane

Westtowns Disposal inc.

Paul R. Russman

Barclay Crane, LLC

Modern Machinery

Western States Equipment

Napa Auto Parts

General Cable - Conductor

Areva – Power Circuit Breakers

Siemens – Power Transformers, Line Reactors

HD Supply – Arrestors

ABB – Shunt Capacitor Bank

T&B (Meyers) – tubular steel poles

Schedule 3.2(e)           Exceptions to Governmental Authorizations Obtained by PacifiCorp

Acceptance of the Populus Joint Ownership and Operating Agreement for filing by the Federal Energy Regulatory Commission under Section 205 of the Federal Power Act (filing to occur within five (5) days following the Closing Date)

Stormwater Pollution Prevention Permit (SWPPP) (to be sought following completion of construction)

Schedule 3.2(f)           Idaho Power Acquired Assets - Liabilities

None

Schedule 3.2(g)          Idaho Power Acquired Assets - Title Exceptions

None

Schedule 3.2(h)(i)-A  Idaho Power Acquired Assets - Environmental Permits

Stormwater Pollution Prevention Permit (SWPPP)

Schedule 3.2(h)(i)-B   Idaho Power Acquired Assets - Environmental Law and Environmental Permit Exceptions

None

Schedule 3.2(h)(ii)      Idaho Power Acquired Assets – Violation of Environmental Laws and Environmental Permits

None

Schedule 3.2(h)(iii)     Idaho Power Acquired Assets - Releases

None

Schedule 3.2(h)(iv)     Idaho Power Acquired Assets – Storage Tanks, etc.

Reactor Oil Containment

Schedule 3.2(h)(v)      Idaho Power Acquired Assets – Assumed Obligations Under Environmental Laws

Clean Water Act – Spill Prevention, Control and Countermeasures (SPCC)

Schedule 3.2(h)(vi)     Idaho Power Acquired Assets - Environmental Reports

Threatened and Endangered Species Assessment Report for the Populus 345 Substation, Bannock County, Idaho (September, 2008)

Schedule 3.2(k)          Idaho Power Acquired Assets – Intellectual Property

None

Schedule 3.2(l)           Populus Substation Facilities Contracts

Populus Terminal 345 kV Transmission Line Project, Engineering, Procurement and Construction Contract with Populus Terminal Transmission Partners, dated September 30, 2008

General Electric – Series and shunt capacitors

Areva – shunt reactors

Schedule 4.2(a)          Idaho Power Required Regulatory Approvals Initiated by Idaho Power prior to the Effective Date

None

Schedule 4.2(b)          PacifiCorp Required Regulatory Approvals Initiated by PacifiCorp prior to the Effective Date

None

EX-10

Exhibit 10.70

EXECUTION COPY

HEMINGWAY JOINT OWNERSHIP AND OPERATING AGREEMENT

BETWEEN

IDAHO POWER COMPANY,

AS OWNER AND OPERATOR

AND

PACIFICORP,

AS OWNER

May 3, 2010

EXECUTION COPY

TABLE OF CONTENTS

			PAGE
ARTICLE I DEFINITIONS; RULES OF INTERPRETATION			2
	1.01	Definitions	2
	1.02	Rules of Construction	9
ARTICLE II TERM			10
	2.01	Effectiveness of this Agreement	10
	2.02	FERC Filing	10
	2.03	Term	10
	2.04	Termination	10
	2.05	Effect of Termination	10
ARTICLE III CONSTRUCTION			11
	3.01	Engineering, Design and Construction of the Jointly-Developed Transmission Facilities	11
	3.02	Interconnection	11
	3.03	Rights-of-Way	11
	3.04	Monthly Reports	11
	3.05	Development and Construction Costs	12
ARTICLE IV OWNERSHIP INTERESTS			12
	4.01	Ownership Interests	12
	4.02	Owner’s Capacity Share	12
	4.03	Qualified Owner	13
	4.04	No Right to Use	13
	4.05	Payments	13
	4.06	Waiver of Partition Rights	13
ARTICLE V OPERATOR			14
	5.01	Appointment of Operator	14
	5.02	Authority of Operator	14
	5.03	Standard of Work	15
	5.04	Delegation of Responsibilities	15
	5.05	Governmental Authorizations	15
	5.06	Access	16

                                                                              i

EXECUTION COPY

	5.07	Insurance			17
	5.08	Invoices			17
	5.09	Disputed Amounts			18
	5.1	Assistance			18
	5.11	Remedies			19
ARTICLE VI   OPERATION AND MAINTENANCE; CURTAILMENT;
			INTERCONNECTION WITH THIRD PARTIES; COMMON
			FACILITIES		19
	6.01	Operation and Maintenance; Capital Upgrades and Improvements			19
	6.02	Curtailment			20
	6.03	Interconnection with Third Parties			20
	6.04	Common Facilities			20
ARTICLE VII  CAPITAL UPGRADES PROPOSED BY AN OWNER					21
	7.01	Capital Upgrades			21
ARTICLE VIII  PHYSICAL DAMAGE TO TRANSMISSION
				FACILITIES; CONDEMNATION	23
	8.01	Rebuilding Damaged Facilities			23
	8.02	Decision not to Rebuild			24
	8.03	Purchase of Ownership Interest			24
	8.04	Cooperation			25
	8.05	Condemnation			25
ARTICLE IX RETIREMENT AND DECOMMISSIONING					26
	9.01	Decision to Retire Transmission Facilities			26
	9.02	Costs of Decommissioning			26
	9.03	Purchase of Ownership Interest			26
	9.04	Cooperation			26
ARTICLE X INTERCONNECTION					26
	10.01	Grant of Interconnection			26
	10.02	Interconnection Operating Procedures			27
	10.03	Interconnection Energization			27
	10.04	Metering			27
	10.05	Service Conditions			28
	10.06	Survival of Interconnection Provision			29

                                                                             ii

EXECUTION COPY

ARTICLE XI FORCE MAJEURE			29
	11.01	Force Majeure Defined	29
	11.02	Effect of Force Majeure	30
ARTICLE XII EVENTS OF DEFAULT			30
	12.01	Event of Default	30
	12.02	Cure by Non-Defaulting Owner	31
	12.03	Remedies	31
ARTICLE XIII REPRESENTATIONS AND WARRANTIES			32
	13.01	Representations and Warranties of PacifiCorp	32
	13.02	Representations and Warranties of Idaho Power	32
ARTICLE XIV INDEMNIFICATION			33
	14.01	Indemnities	33
	14.02	Notice and Participation	34
	14.03	Net Amount	35
	14.04	No Release of Insurers	35
	14.05	Mitigation	35
	14.06	Assertion of Claims	35
	14.07	Survival of Obligation	36
	14.08	Limitation on Liability	36
ARTICLE XV PROPRIETARY INFORMATION			36
	15.01	Disclosure of Proprietary Information Prohibited	36
	15.02	Disclosure by Representatives	36
	15.03	Permitted Disclosures	37
	15.04	Injunctive Relief	37
	15.05	Publicity	37
	15.06	Proprietary Information Defined	37
	15.07	Survival	38
ARTICLE XVI RELIABILITY			38
	16.01	Reliability	38

                                                                             iii

EXECUTION COPY

ARTICLE XVII TAXES			38
	17.01	No Partnership	38
	17.02	761 Election	38
	17.03	Responsibility for Taxes	39
	17.04	Indemnification	39
	17.05	Determination of Depreciation and Other Matters	39
ARTICLE XVIII DISPUTES			40
	18.01	Exclusive Procedure	40
	18.02	Dispute Notices	40
	18.03	Informal Dispute Resolution	40
	18.04	Submission of Dispute to FERC or Approved Courts	40
	18.05	Continued Performance	41
ARTICLE XIX ASSIGNMENT			41
	19.01	Prohibited Transfers and Assignments	41
	19.02	Permitted Assignments and Transfers	41
ARTICLE XX MISCELLANEOUS			42
	20.01	Notices	42
	20.02	Entire Agreement	43
	20.03	Parties Bound	44
	20.04	Amendments	44
	20.05	Waivers	44
	20.06	Choice of Law	44
	20.07	Headings	44
	20.08	Relationship of Parties	44
	20.09	Severability	45
	20.10	No Third Party Beneficiaries	45
	20.11	Further Assurances	45
	20.12	Conflict of Interest	45
	20.13	Counterparts	45

                                                                             iv

EXECUTION COPY

EXHIBITS
	Exhibit A	Description of Transmission Facilities and Common Facilities
	Exhibit B	[Intentionally omitted.]
	Exhibit C	Ownership Interests
	Exhibit D	[Intentionally omitted.]
	Exhibit E	Construction Budget
	Exhibit F	Monthly Transmission Facilities O&M Charge
		and Monthly Common Facilities Charge
	Exhibit G	Point of Interconnection
	Exhibit H	Milestones
SCHEDULES
	Schedule 13.01(f)		PacifiCorp’s Outstanding Governmental Authorizations
	Schedule 13.02(f)		Idaho Power’s Outstanding Governmental Authorizations

                                                                             v

EXECUTION COPY

HEMINGWAY JOINT OWNERSHIP AND OPERATING AGREEMENT

This Hemingway Joint Ownership and Operating Agreement, dated this 3^rd day of May, 2010 (the “Execution Date”), is between Idaho Power Company, an Idaho corporation, acting in its regulated transmission provider function (“Idaho Power”), and PacifiCorp, an Oregon corporation, acting in its regulated transmission provider function (“PacifiCorp”).  Each of Idaho Power and PacifiCorp are sometimes hereinafter referred to individually as “Owner” and collectively as “Owners”.

RECITALS:

WHEREAS, Idaho Power owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the Hemingway substation (the “Hemingway Substation”) which Idaho Power is currently constructing approximately 10 miles southwest of Melba, Idaho to provide additional transfer capability for power to serve Idaho Power’s retail and wholesale customers, including power to serve Idaho Power’s Treasure Valley electric load, and to provide line terminal connections for additional transmission lines including the Gateway West Transmission Project and Boardman-Hemingway Project;

WHEREAS, PacifiCorp owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the Midpoint-Summer Lake Line (as defined below) which is located near the Hemingway Substation;

WHEREAS, Idaho Power and PacifiCorp believe that interconnecting the Idaho Power Transmission System at the Hemingway Substation with the PacifiCorp Transmission System on the Midpoint-Summer Lake Line will benefit both of the Owners and their customers;

WHEREAS, Idaho Power and PacifiCorp are parties to that certain Joint Purchase and Sale Agreement, dated as of April 30, 2010 (the “JPSA”), pursuant to which Idaho Power has sold to PacifiCorp and PacifiCorp has purchased from Idaho Power an undivided ownership interest in certain transmission and interconnection equipment and facilities at the Hemingway Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that were installed at the Hemingway Substation on or before the Closing Date, the “Transferred Transmission Facilities”);

WHEREAS, Idaho Power individually owns additional equipment and facilities at the Hemingway Substation that serve the Idaho Power Transmission System and will not be part of the Transmission Facilities (as defined below), but that Idaho Power will make available to support the operation of the Transmission Facilities (as further described in Section II of Exhibit A, the “Common Facilities”);

WHEREAS, Idaho Power individually owns additional equipment and facilities at the Hemingway Substation that will not be part of the Transmission Facilities, jointly owned by the Parties, or part of the Common Facilities used to support the operation of the Transmission Facilities (the “Idaho Power Individually-Owned Hemingway Facilities”); and

EXECUTION COPY

WHEREAS, PacifiCorp and Idaho Power desire to memorialize the terms and conditions by which they will: (i) construct and commission additional transmission and interconnection equipment and facilities at the Hemingway Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that had not been installed at the Hemingway Substation on or before the Closing Date, the “Jointly-Developed Transmission Facilities”); (ii) jointly own and develop the Transferred Transmission Facilities and the Jointly-Developed Transmission Facilities (collectively, the “Transmission Facilities”), (iii) operate and maintain the Transmission Facilities; (iv) interconnect the Idaho Power Transmission System and the PacifiCorp Transmission System at the Hemingway Substation; and (v) establish the obligations of the Operator (as defined below) with respect to compliance with Reliability Standards (as defined below) applicable to the Transmission Facilities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PacifiCorp and Idaho Power agree as follows:

ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION

1.01          Definitions.  Unless the context otherwise requires, the following capitalized terms have the meanings given to them below:

“Affected Party” has the meaning given to such term in Section 11.01.

“Affected System” has the meaning given to such term in the applicable Owner’s OATT.

“Affected System Operator” has the meaning given to such term in the applicable Owner’s OATT.

“Affiliate” means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided, however, that in the case of PacifiCorp, “Affiliate” means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries.  For the purposes of this definition, “control” (including with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (i) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (ii) the right to direct the policies or operations of such Person.

“Agreement” means this Joint Ownership and Operating Agreement (including all Exhibits attached hereto), as the same may be amended and supplemented from time to time in accordance with the terms hereof.

“Amendment” has the meaning given to such term in Section 7.01(a).

“Approved Courts” has the meaning given to such term in Section 18.04.

                                                                             2

EXECUTION COPY

“Bankrupt” means, with respect to any Person, that such Person:   (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.

“Business Days” means any day except a Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.

“Capacity Share” has the meaning given to such term in Section 4.02.

“Capital Upgrade Notice” has the meaning given to such term in Section 7.01.

 “Claims” has the meaning given to such term in Section 14.01(a).

“Closing Date” has the meaning given to such term in the JPSA.

“Code” has the meaning given to such term in Section 17.02.

“Commercially Reasonable Efforts” means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).

“Common Facilities” has the meaning given to such term in the recitals.

“Construction Budget” has the meaning given to such term in Section 3.05(b).

“Construction Costs” has the meaning given to such term in Section 3.05(a).

“Construction Costs Cap” has the meaning given to such term in Section 3.05(b).

“Construction Project” has the meaning given to such term in Section 3.01(a).

“Continuing Owner” has the meaning given to such term in Section 8.03.

“Costs” means, with respect to the Operator’s construction of facilities pursuant to this Agreement, including the Transmission Facilities and capital upgrades and improvements thereto, or such construction on behalf of the Operator, the Operator’s actual cost of (i) preliminary surveys and investigations and property acquisitions in connection with such facilities and (ii) the development, design, engineering, procurement and construction of such facilities, including an allowance for funds used during construction and applicable overheads determined in accordance with the Operator’s customary practices, as calculated in accordance with FERC’s Uniform System of Accounts.

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“Damaged Facilities” has the meaning given to such term in Section 8.01.

“Damage Notice” has the meaning given to such term in Section 8.01.

“Decommissioning Notice” has the meaning given to such term in Section 9.03.

“Defaulting Owner” has the meaning given to such term in Section 12.01.

“Delegate” has the meaning given to such term in Section 5.04.

“Dispute” has the meaning given to such term in Section 18.01.

“Dispute Notice” has the meaning given to such term in Section 18.02.

“Disputing Party” has the meaning given to such term in Section 18.02.

“Electing Owner” has the meaning given to such term in Section 7.01(a).

“Event of Default” has the meaning given to such term in Section 12.01.

“Execution Date” has the meaning given to such term in the preamble.

“Executive(s)” has the meaning given to such term in Section 18.03(a).

“FERC” means the Federal Energy Regulatory Commission.

“FERC Methodology” has the meaning given to such term in Section 5.08(b).

“FERC Uniform System of Accounts” means the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Jurisdiction of the Federal Power Act prescribed by FERC, and codified as of the Execution Date at 18 C.F.R. Part 101, as the same may be amended from time to time.

“Force Majeure” has the meaning given to such term in Section 11.01.

“Good Utility Practice” means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition.  Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region, including those practices required by Federal Power Act section 215(a)(4), 16 U.S.C. § 824o(a)(4)(2006).

“Governmental Authority” means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial,

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legislative, policy, regulatory or taxing authority or power, including FERC, NERC or any regional reliability council; or any court or governmental tribunal, in each case, having jurisdiction over either Owner (including Idaho Power in its capacity as Operator) or any of its Affiliates or the ownership, use, operation and maintenance, repair and reconstruction, or retirement and decommissioning of all or a portion of the Transmission Facilities.

“Governmental Authorizations” means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Authority.

“Governmental Requirements” means all laws, statutes, ordinances, rules, regulations, codes, and similar acts or promulgations or other legally enforceable requirements of any Governmental Authority.

“Hemingway Access Easement Agreement” means the Hemingway Access Easement Agreement, dated as of approximately even date herewith, entered into by Idaho Power and PacifiCorp.

“Hemingway Substation” has the meaning given to such term in the recitals.

“Hemingway-Summer Lake Line” means, beginning on the date the Interconnection is energized, the 500 kV transmission line extending from the Hemingway Substation to its terminus at the Summer Lake Substation.

“Idaho Power” has the meaning given to such term in the preamble.

“Idaho Power Transmission System” means the transmission facilities owned, controlled or operated by Idaho Power that are used to transmit electricity to Idaho Power’s retail and wholesale electric service customers.

“Idaho Power Individually-Owned Hemingway Facilities” has the meaning given to such term in the recitals.

“Indemnified Party” has the meaning given to such term in Section 14.01(a).

“Indemnifying Party” has the meaning given to such term in Section 14.01(a).

“Interconnection” means the interconnection of the Hemingway Substation with (i) the Midpoint-Hemingway Line, (ii) the Hemingway-Summer Lake Line, and (iii) the Hemingway 500/230 kV transformer at the Point of Interconnection, in each case, as more specifically described in the diagrams set forth in Exhibit G.

“Interconnection Customer” has the meaning given to such term in the applicable Owner’s OATT.

“Interconnection Owner” has the meaning given to such term in Section 6.03.

“Interrupting Owner” has the meaning given to such term in Section 10.05(c).

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“Jointly-Developed Transmission Facilities” has the meaning given to such term in the recitals.

“JPSA” has the meaning given to such term in the recitals.

“Losses” mean any and all damages and losses, deficiencies, liabilities, taxes, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided, however, that in no event shall Losses include lost profits or damages and losses excluded under Section 14.08.

“Manager” has the meaning given to such term in Section 18.03(a).

“Metering Equipment” means all metering facilities and equipment to be constructed and installed as part of the Transmission Facilities, as further described in Exhibit A.

“Midpoint Substation” means the existing substation near Jerome, Idaho owned by PacifiCorp.

“Midpoint-Hemingway Line” means, beginning on the date the Interconnection is energized, the 500 kV transmission line extending from the Midpoint Substation to its terminus at the Hemingway Substation.

“Midpoint-Summer Lake Line” means (i) with respect to the period beginning on the Execution Date and continuing up to but not including the date the Interconnection is energized, the existing 500 kV transmission line extending from the Midpoint Substation to the Summer Lake Substation, and (ii) with respect to the period beginning on the date the Interconnection is energized through the Term, the Midpoint-Hemingway Line and the Hemingway-Summer Lake Line.

“Monthly Common Facilities Charge” has the meaning set forth in Exhibit F.

“Monthly Transmission Facilities O&M Charge” has the meaning set forth in Exhibit F.

“NERC” means the North American Electric Reliability Council.

“Non-Defaulting Owner” means an Owner that is not a Defaulting Owner.

“Non-Operating Owner” means PacifiCorp.

“OATT” means, with respect to each Owner, the Owner’s Open Access Transmission Tariff on file with FERC.

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“Operator” means Idaho Power Company, in its capacity as Operator under this Agreement.

“Other Costs” has the meaning given to such term in Section 5.08(a).

“Other Costs Records” has the meaning given to such term in Section 5.06(b).

“Owner” and “Owners” has the meaning given to such term in the preamble.

“Ownership Interest” means the tenant-in-common undivided ownership interest of an Owner in the Transmission Facilities which is set forth on Exhibit C, as the same may be adjusted from time to time pursuant to Exhibit C.

“PacifiCorp” has the meaning given to such term in the preamble.

“PacifiCorp Transmission System” means the transmission facilities owned, controlled or operated by PacifiCorp that are used to transmit electricity to PacifiCorp’s retail and wholesale electric service customers.

“Party” means Idaho Power or PacifiCorp individually, and “Parties” means Idaho Power and PacifiCorp collectively.

“Person” means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other form of entity.

“Point of Interconnection” means the points of interconnection between the Transmission Facilities and each of the Owners’ Transmission Systems, as described in the diagrams set forth in Exhibit G.

“Proprietary Information” has the meaning given to such term in Section 15.06.

“Qualified Owner” means an Owner that has an OATT on file with FERC under which it is authorized to provide transmission service on its transmission system.

“Reduction Event” has the meaning given to such term in Section 6.02.

“Regulations” has the meaning given to such term in Section 17.02.

“Reliability Standards” means all reliability criteria for system users established by WECC or such other regional or national standard setting body with authority to promulgate or set such criteria (including NERC’s reliability standards), as such criteria may be adopted or modified from time to time.

“Remaining Owner” has the meaning given to such term in Section 9.03.

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“Representatives” means, in respect of an Owner or Operator, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Owner or Operator.

“Rights-of-Way” means all rights-of-way, easements and other interests (including fee interests) in real property on which the Transmission Facilities are or will be constructed that are owned by Idaho Power or its Affiliates.

“Summer Lake Substation” means the existing substation near Summer Lake, Oregon owned by PacifiCorp.

“Tap Line Upgrades” has the meaning given to such term in Section 7.01(f).

“Tax Indemnifying Party” has the meaning given to such term in Section 17.04.

“Tax Indemnitee Party” has the meaning given to such term in Section 17.04.

“Taxes” has the meaning given to such term in Section 17.03.

“Term” has the meaning given to such term in Section 2.03.

“Transferee” has the meaning given to such term in Section 15.01.

“Transferor” has the meaning given to such term in Section 15.01.

“Transferred Transmission Facilities” has the meaning given to such term in the recitals.

“Transmission Facilities” has the meaning given to such term in the recitals.

“Transmission Facilities Contracts” means (i) the “Hemingway Substation Facilities Contracts” as defined in the JSPA, (ii) the Right-of-Way Grant IDI-36034 from the United States Department of Interior, Bureau of Land Management to Idaho Power, dated as of June 4, 2009, with respect to portions of the Hemingway Substation site, and (iii) each agreement, instrument or other contract relating to or in connection with the Transmission Facilities that the Operator enters into pursuant to this Agreement.

“Transmission System” means, in the case of Idaho Power, the Idaho Power Transmission System, and, in the case of PacifiCorp, the PacifiCorp Transmission System.

“Unauthorized Use” means the unauthorized use of the generation or transmission facilities of any other Person.

“WECC” means the Western Electricity Coordinating Council or any successor thereto.

“WIS Agreement” has the meaning given to such term in Section 14.08(b).

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1.02          Rules of Construction.  The following rules of interpretation shall apply in this Agreement:

(a)                The masculine shall include the feminine and neuter.

(b)               References to “Articles,” “Sections” and “Exhibits” shall be to articles, sections and exhibits of this Agreement.

(c)                The Exhibits attached hereto are incorporated in and are intended to be a part of this Agreement.

(d)               This Agreement was negotiated and prepared by both Parties with the advice and participation of counsel.  The Parties have agreed to the wording of this Agreement and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof.

(e)                Each reference in this Agreement to any agreement or document or a portion or provision thereof shall be construed as a reference to the relevant agreement or document as amended, supplemented or otherwise modified from time to time with the written approval of both the Parties.

(f)                Each reference in this Agreement to Governmental Requirements and to terms defined in, and other provisions of, Governmental Requirements shall be references to the same (or a successor to the same) as amended, supplemented or otherwise modified from time to time.

(g)               The term “day” shall mean a calendar day, the term “month” shall mean a calendar month, and the term “year” shall mean a calendar year.  Whenever an event is to be performed, a period commences or ends, or a payment is to be made on or by a particular date and the date in question falls on a day which is not a Business Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided, however, that all calculations shall be made regardless of whether any given day is a Business Day and whether or not any given period ends on a Business Day.

(h)               Each reference in this Agreement to a Person includes its successors and permitted assigns; and each reference to a Governmental Authority includes any Governmental Authority succeeding to its functions and capacities.

(i)                 In this Agreement, the words “include,” “includes” and “including” are to be construed as being at all times followed by the words “without limitation.”

(j)                 The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall, unless otherwise specified, refer to this Agreement as a whole and not to any particular provision of this Agreement.

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ARTICLE II
TERM

2.01          Effectiveness of this Agreement.  This Agreement shall become effective upon the Execution Date.

2.02          FERC Filing.  Within five (5) Business Days after the Execution Date, the Operator, on behalf of the Owners, shall file this Agreement with FERC as a “Rate Schedule” within the meaning of Part 35 of FERC’s regulations.  Each of the Owners shall support this Agreement in its current form at FERC when filed.  Each Owner shall reasonably cooperate with the Operator with respect to obtaining FERC approval of such FERC filing and provide any information, including testimony, reasonably required by the Operator to comply with the applicable FERC filing requirements.

2.03          Term.  The term of this Agreement (“Term”) shall commence upon the Execution Date and shall continue in full force and effect until terminated in accordance with the provisions hereof.

2.04          Termination.  Subject to Section 2.05, this Agreement shall terminate if one or more of the following events occur:

(a)                the Transmission Facilities are damaged and destroyed and the Owners decide not to repair or rebuild (or cannot reach agreement to repair or rebuild) the Damaged Facilities in accordance with Article VIII;

(b)               the Transmission Facilities are retired and decommissioned in accordance with Article IX;

(c)                all of the Ownership Interests in the Transmission Facilities are owned by only one Owner;

(d)               by mutual written agreement of the Owners; or

(e)                this Agreement is terminated by exercise of remedies pursuant to Section 12.03.

2.05          Effect of Termination.

(a)                If this Agreement is terminated pursuant to Section 2.04, then, except as for those provisions that are expressly intended to survive termination and, subject to Section 2.05(b) and receipt of any necessary Governmental Authorizations required by applicable Governmental Requirements, this Agreement shall terminate and become void and of no further force and effect, without further action by either Party, provided that neither Party shall be relieved from any of its obligations or liabilities hereunder accruing prior thereto.

(b)               In the event that this Agreement is terminated pursuant to Section 2.04 and the Non-Operating Owner continues to own all or a portion of the Ownership Interests in the Transmission Facilities, then:  (i) the Operator shall, upon written notice from the Non-Operating

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Owner delivered to the Operator no later than fifteen (15) Business Days after termination of this Agreement pursuant to Section 2.04, continue to perform such of its obligations and covenants in Articles VI, VII, VIII, X and XVI as are set forth in the notice; (ii) such obligations and covenants, together with Articles V, VI, VII, VIII, XI, X, XII, XIV, XV, XVIII, XIX and XX (to the extent applicable to the surviving covenants and obligations), shall continue in full force and effect notwithstanding the termination of this Agreement; and (iii) the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 2.05(b).

ARTICLE III
CONSTRUCTION

3.01          Engineering, Design and Construction of the Jointly-Developed Transmission Facilities.

(a)                The Operator shall design, engineer, procure, construct, install, manage and perform all other activities necessary for the development, construction and commissioning  of the Jointly-Developed Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations (the “Construction Project”).

(b)               The Operator shall use Commercially Reasonable Efforts to achieve each of the milestones by its respective milestone date as set forth in Exhibit H.  The Operator shall provide the Owners with prompt written notice of the date upon which it has achieved each milestone.

3.02          Interconnection.  PacifiCorp shall take the Midpoint-Summer Lake Line out of service for approximately three consecutive weeks during May, 2010 to enable the Operator to interconnect the Transmission Facilities with the Midpoint-Summer Lake Line.  The Operator shall submit a request to PacifiCorp for the specific dates of the outage, the approval of which shall not be unreasonably withheld by PacifiCorp.  The Owners and the Operator recognize the need to use Commercially Reasonable Efforts to expedite all work with all due diligence, consistent with Good Utility Practice, so as to minimize outage times.

3.03          Rights-of-Way.  The Operator shall maintain the Rights-of-Way in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.

3.04          Monthly Reports.  Each month prior to the final completion and commissioning of the Transmission Facilities, the Operator shall prepare and deliver to the Owners reasonably detailed status reports, in form and substance reasonably acceptable to the Owners, regarding the implementation of the Construction Project, including (i) any expected delays (and their duration) in achieving any milestone by the respective milestone date as set forth on Exhibit H and (ii) the aggregate amount of Construction Costs incurred to date compared to the budgeted amount of Construction Costs set forth in the Construction Budget.

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3.05          Development and Construction Costs. 

(a)                Each Owner shall be responsible for, and shall pay, in accordance with this Section 3.05, its pro rata share (based on its Ownership Interest) of all Costs (up to the Construction Costs Cap) actually incurred by or on behalf of the Operator in the performance of the Construction Project pursuant to Article III or otherwise incurred by or on behalf of Idaho Power in the construction of the Transmission Facilities (collectively, the “Construction Costs”).

(b)               The Operator shall promptly notify the Owners in writing if it reasonably believes that the total Construction Costs to be incurred by or on behalf of the Operator or otherwise incurred by or on behalf of Idaho Power in the construction of the Transmission Facilities will exceed the greater of (i) five percent (5%) of the aggregate amount of Construction Costs provided for in the budget attached hereto as Exhibit E (the “Construction Budget”), as the same may be revised from time to time pursuant to this Section 3.05(b), and (ii) One Million Four Hundred Thousand Dollars ($1,400,000) (the “Construction Costs Cap”).  Thereafter, the Operator shall submit to the Owners for their approval, such approval not to be unreasonably withheld or delayed, a revised Construction Budget which shows the aggregate amount of Construction Costs that the Operator reasonably believes will be incurred by or on behalf of the Operator to complete the Construction Project in accordance with Article III or otherwise incurred by or on behalf of Idaho Power in the construction of the Transmission Facilities.  The notice and approval rights set forth above in this Section 3.05(b) shall apply to the revised Construction Budget as well.  Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Operator be obligated to incur Construction Costs in excess of the Construction Costs Cap.

(c)                The Operator shall provide the Owners with invoices showing each Owner’s pro rata share (based on its Ownership Interest) of the Construction Costs, and the Non-Operating Owner shall pay the Operator its pro rata share (based on its Ownership Interests) of the Construction Costs, in accordance with Section 5.08 and Section 5.09.

ARTICLE IV
OWNERSHIP INTERESTS

4.01          Ownership Interests.

(a)                Pursuant to the JPSA, as of the Closing Date, each Owner owns an undivided ownership interest, equal to its Ownership Interest, in the Transmission Facilities.

(b)               The Owners agree that they shall enter into such additional documentation as shall reasonably be required to document any change in the Ownership Interests of the Owners contemplated hereby, provided that in no event shall an Owner be responsible for paying any amount to the other Owner as a result of any change in any Ownership Interest or the Transmission Facilities except as expressly provided for in this Agreement or as otherwise agreed to by the Parties in writing.

4.02          Owner’s Capacity Share.  Each of the Owners shall be entitled to a pro rata share (based on its Ownership Interest) of the bi-directional transmission capacity of the Transmission

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Facilities (“Capacity Share”).  Subject to Section 6.02, each Owner’s Capacity Share entitles the Owner to provide and schedule transmission service over the Transmission Facilities to the extent of the Owner’s Capacity Share and to schedule and transmit an amount of energy commensurate with the Owner’s Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owner’s transmission customers; provided, however, that at no time shall an Owner be entitled to post, sell, schedule or transmit more than its Capacity Share of transmission capacity (and a commensurate amount of energy) on the Transmission Facilities, unless otherwise mutually agreed to in writing by the Owners.  Any use of the Transmission Facilities, other than as provided for in this Section 4.02, shall be subject to the prior written approval of both Owners.

4.03          Qualified Owner.  Each Owner shall take all actions required to continue to be a Qualified Owner during the Term.  If at any time during the Term an Owner ceases to be a Qualified Owner, then such Owner shall immediately provide notice thereof to the other Owner and take all actions required to resume being a Qualified Owner.

4.04          No Right to Use.  For the avoidance of doubt, the provisions of this Agreement shall not confer upon either Owner the right to use or transmit energy over any transmission facilities owned by the other Owner (other than the Transmission Facilities as provided for herein).

4.05          Payments.  All payments required to be made by or on behalf of the Owners under the terms of this Agreement, including payments to the Operator of the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge and Other Costs, shall be made to the account or accounts designated by the Owner or Operator to which the payment is owed, by wire transfer (in immediately available funds in the lawful currency of the United States).

4.06          Waiver of Partition Rights.  The Owners shall own their undivided Ownership Interests in the Transmission Facilities as tenants-in-common.  The Owners acknowledge that any exercise of the remedy of partition (whether at law or in equity) of the Transmission Facilities or any portion thereof would be impracticable in view of the purposes and requirements of this Agreement, would violate the spirit and intent of this Agreement, and would defeat the Owners’ intentions and reasonable expectations as well as the consideration upon which each Owner entered into this Agreement.  Accordingly, each Owner agrees that during the Term it (a) will not, directly or indirectly, commence, maintain, support or join in any action or proceedings of any kind to partition the Transmission Facilities or any portion thereof, and (b) waives, after consultation with its qualified legal counsel, any and all rights that it may have under this Agreement or applicable Governmental Requirements (whether at law or in equity) or otherwise to commence, maintain, support or join in any such action or proceeding.  Each Owner acknowledges that the other Owner has entered into and will perform the terms of this Agreement in reliance upon the other Owner’s agreement and adherence to the terms of this Section 4.06, and would not have entered into this Agreement but for such reliance; and that it would be unjust and inequitable for any Owner to violate or to seek relief from any provision of this Section 4.06.

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ARTICLE V
OPERATOR

5.01          Appointment of Operator.

(a)                The Owners hereby appoint Idaho Power, and Idaho Power hereby accepts appointment, to serve as Operator of the Transmission Facilities and the Common Facilities for the Owners and to perform the other covenants and obligations of the Operator expressly set forth in this Agreement, in accordance with the terms and conditions of this Agreement.

(b)               Notwithstanding anything to the contrary contained in this Agreement or Governmental Requirements, the Owners agree that the Operator shall have no obligations, responsibilities or duties to the Owners other than as are expressly provided for in this Agreement.

5.02          Authority of Operator.

(a)                The Operator shall be responsible in all respects for the construction of the Jointly-Developed Transmission Facilities and the operation and maintenance of the Transmission Facilities and the Common Facilities in accordance with Article III and Articles V-X.  Without limiting the foregoing, the Operator shall supervise and perform, or cause to be supervised and performed:  (i) the construction of the Jointly-Developed Transmission Facilities in accordance with Article III and this Article V, (ii) the physical operation and maintenance of, interconnection to, design of, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of, the Transmission Facilities in accordance with this Article V and Articles VI-X, and (iii) the physical operation and maintenance of the Common Facilities in accordance with Section 6.04.  In the performance of its obligations under this Agreement, the Operator shall have authority, subject to the other terms of this Article V and Article III and Articles VI-X, to take any or all of the actions it reasonably determines are necessary to perform its obligations under this Agreement, including to make decisions on all matters relating to and to contract for, select and purchase on behalf of the Owners all materials, equipment and services (including from third-party consultants and advisors) necessary for:  (A) the engineering, design and construction of the Jointly-Developed Transmission Facilities pursuant to Article III, (B) the physical operation and maintenance of the Transmission Facilities pursuant to Article VI; (C) the interconnection of Interconnection Customers to the Transmission Facilities pursuant to Section 6.03; (D) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of capital upgrades or improvements to the Transmission Facilities pursuant to Article VII; (E) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of repairs to and reconstruction of the Transmission Facilities pursuant to Article VIII; and (F) the retirement and decommissioning of the Transmission Facilities pursuant to Article IX.

(b)               The Owners and the Operator agree that title to all Jointly-Developed Transmission Facilities and capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 6.01 shall vest with the Owners and shall be jointly owned by the Owners as tenants-in-common in accordance with their respective Ownership Interests.  Title to

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all capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 7.01 shall vest with and be owned by the Owners in accordance with Section 7.01.

(c)                The Operator will exercise or enforce all of Idaho Power’s benefits, rights and remedies under the Transmission Facilities Contracts for the benefit of the Owners pro rata (in accordance with their respective Ownership Interests) and without adverse distinction between the Owners.  In furtherance and not in limitation of the immediately preceding sentence, the Operator agrees to transfer, assign, distribute, pay over or otherwise make available to the Non-Operating Owner, the Non-Operating Owner’s pro rata share (based on its Ownership Interest) in any payments or proceeds obtained pursuant to any Transmission Facilities Contract.  Notwithstanding anything to the contrary contained in this Agreement, the Owners agree that only the Operator shall be entitled to exercise or enforce Idaho Power’s benefits, rights and remedies under the Transmission Facilities Contracts.

5.03          Standard of Work.  The Operator shall perform all of its obligations under this Agreement as an independent contractor and in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.

5.04          Delegation of Responsibilities.  The Operator may, in its sole and absolute discretion, delegate all or a portion of its obligations under this Agreement to one or more Persons (each, a “Delegate”).  Notwithstanding any such delegation, the Operator shall remain responsible and liable for all such delegated obligations in accordance with the terms of this Agreement.

5.05          Governmental Authorizations.

(a)                The Operator is authorized to prepare and submit to all appropriate Governmental Authorities the necessary reports, applications, plans, specifications and other documents to procure all Governmental Authorizations required to perform its obligations under this Agreement with respect to the Transmission Facilities or to comply with Governmental Requirements, provided that the Operator shall consult with the Owners prior to the submission of any such reports, application, plans, specification and other documents.  To the extent permitted by Governmental Requirements, the Operator shall use Commercially Reasonable Efforts to obtain and structure all Government Authorizations for which it applies after the Execution Date in such a way as to recognize each Owner’s applicable Ownership Interests and Capacity Share as contemplated by this Agreement.  Notwithstanding anything to the contrary in this Agreement, nothing in Section 5.05 shall obligate the Operator to prepare and submit to appropriate Governmental Authorities any reports, applications, plans, specifications and other documents to procure any Governmental Authorizations required by the Owners in connection with their ownership of an Ownership Interest in the Transmission Facilities or the recovery of any costs and expenses in connection therewith.

(b)               To the extent that the Operator cannot obtain a Governmental Authorization pursuant to Section 5.05(a) on behalf of one or both of the Owners, each such Owner shall:  (i) be responsible for preparing and submitting to the appropriate Governmental Authority the necessary reports, applications, plans, specifications and other documents to

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procure such Governmental Authorization; and (ii) exercise all Commercially Reasonable Efforts to obtain such Governmental Authorization.  Unless and until the Owner or Owners are able to obtain such Governmental Authorizations, the Operator shall not perform or continue to perform any of the Construction Project if to do so would result in the Owner or Owners being in violation of applicable Governmental Requirements or Governmental Authorizations.

(c)                Each Owner shall, at its own cost: (i) reasonably cooperate and support the Operator in obtaining any Governmental Authorizations required pursuant to Section 5.05(a); and (ii) reasonably respond to inquiries or requests issued to it by any Governmental Authority in respect of such Governmental Authorization; provided, however, that an Owner shall not be obligated pursuant to this Section 5.05(c) to disclose Proprietary Information except to the extent that it is otherwise required to disclose such Proprietary Information:  (A) by applicable Governmental Requirements; (B) by any Governmental Authority; or (C) pursuant to the express terms of this Agreement.

5.06          Access.

(a)                The Operator shall, to the extent possible under any Rights-of-Ways, provide each Owner and its designees reasonable access to the Transmission Facilities site to permit the Owners and their designees to inspect the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities, provided that (i) the Owners and their designees do not interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof or pose a safety hazard; (ii) the Owners and their designees comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities; and (iii) the Owners and their designees performing the inspection comply with the Operator’s or any other contractor’s safety and security rules, as more specifically set out in the Hemingway Access Easement Agreement.

(b)               Each Owner may, at its cost, at any time during normal business hours and with reasonable prior notice of not less than ten (10) Business Days, but not more often than once in any twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and any Delegate (and the Operator shall secure such rights for the Owners from its Affiliates and any Delegate) involved in the provision of services pursuant to this Agreement (“Other Costs Records”), to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Section 5.08 within twelve (12) months prior to the date of the audit notice.  The Operator shall, and shall cause any of its relevant Affiliates and any Delegate, to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement and make such Other Costs Records available to the Owners in accordance with the terms of this Agreement.  If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Other Costs has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be resolved pursuant to Section 5.09.  The Owner

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requesting the audit shall reimburse one hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of the Operator and any of its Affiliates and any Delegate in complying with the provisions of this Section 5.06(b), provided that the Owner shall not be required to reimburse any such costs if the audit determines that the Owner has made more than Twenty-Five Thousand Dollars ($25,000) in overpayments of Other Costs or more than Twenty-Five Thousand Dollars ($25,000) in Other Costs have been incorrectly allocated to the Owner.

5.07          Insurance.

(a)        Owner Insurance.  Each of the Owners shall be responsible for obtaining and maintaining during the Term insurance covering their respective legal liabilities related to their Ownership Interest in the Transmission Facilities.  Insurance required by this Section 5.07(a) will be placed with appropriate carriers and in amounts in accordance with Good Utility Practice and any applicable Governmental Requirements.

(b)        Property Insurance.

(i)         The Operator, on behalf of the Owners and any other named insureds or loss payees, will:  (A) determine the appropriate property insurance coverages, minimum amounts, self-insured amounts, deductibles and other insurance policy terms; (B) obtain and maintain such property insurance during the Term; and (C) be solely responsible for pursuing claims and/or negotiating settlements in respect of claims under such insurance coverages.  The Operator shall be compensated for the costs of obtaining and maintaining such insurance (including any premiums, taxes, and fees, deductibles, self-insurance or non-insured costs) through the Monthly Transmission Facilities O&M Charge.

(ii)        Physical damage to substations and equipment therein that is included as part of the Transmission Facilities in types and amounts that are reasonable and customary for similarly situated utilities.  Coverage may be insured or self-insured, or any combination of insured and self-insured.

(iii)       Insurance for physical damage to the transmission line and any related equipment outside the boundaries of any substation and included as part of the Transmission Facilities shall be fully self-insured.

5.08          Invoices.

(a)                The Non-Operating Owner shall pay the Operator the Monthly Transmission Facilities O&M Charge and the Monthly Common Facilities Charge calculated in accordance with Exhibit F as compensation for the Operator’s services under this Agreement.  Each Owner shall be responsible for its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise or this Agreement specifies otherwise) of costs incurred by or on behalf of the Operator under Sections 3.05(a), 6.01(c), 7.01(b), 7.01(f), 8.01, 8.05(b), 9.02 and 17.03 (the “Other Costs”). In the event that the Operator incurs, or reasonably expects to incur, significant Other Costs (other than Construction Costs) in excess of One

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Hundred Thousand Dollars ($100,000), it shall immediately notify the Owners in writing of such Other Costs.

(b)               Not later than thirty (30) days after the end of each month during the Term, the Operator will deliver to the Owners an invoice which will show the Monthly Transmission Facilities O&M Charge and Monthly Common Facilities Charge payable by the Non-Operating Owner and each Owner’s pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of Other Costs.  The Non-Operating Owner shall pay the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge, and its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of Other Costs shown on the invoice no later than thirty (30) days after the date of the invoice.  Any payment past due will accrue interest, per annum, calculated in accordance with the methodology specified for interest in the FERC regulations at 18 C.F.R. § 35.19a(a)(2)(iii) (the “FERC Methodology”).  The failure by the Operator to timely deliver an invoice shall not relieve PacifiCorp of its payment obligation in respect of the Monthly Transmission Facilities O&M Charge, Monthly Common Facilities Charge and Other Costs as shown on such invoice, or release Idaho Power of its responsibility for its share of the Other Costs in such invoice.

5.09          Disputed Amounts.  If the Non-Operating Owner disputes any portion of any amount specified in an invoice delivered by the Operator pursuant to Section 5.08, the Non-Operating Owner shall pay its total amount of the invoice when due, and, if actually known at the time by the Non-Operating Owner, identify the disputed amount and state that the disputed amount is being paid under protest.  Any disputed amount shall be resolved pursuant to the provisions of Article XVIII.  If it is determined pursuant to Article XVIII that an overpayment or underpayment has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then (i) in the case of any overpayment by the Non-Operating Owner, the Operator shall promptly return the amount of the overpayment (or credit the amount of the overpayment on the next invoice) to the Non-Operating Owner, (ii) in the case of an underpayment by the Non-Operating Owner, the Non-Operating Owner shall promptly pay the amount of the underpayment to the Operator (for the benefit of the other Owner), and (iii) in the case of an incorrect allocation of Other Costs to an Owner, the allocations of Other Costs on the next invoice shall be adjusted to correct for such incorrect allocation, in each case, together with interest for the period from the date of overpayment, underpayment, or incorrect allocation, until such amount has been paid or credited against a future invoice calculated in the manner prescribed for calculating interest on refunds under the FERC Methodology.

5.10          Assistance.  Each Owner shall cooperate with the Operator promptly, as and when reasonably requested by the Operator, to assist the Operator in the performance of its duties, responsibilities and obligations under this Agreement, including executing and delivering from time to time such additional documents, certificates or instruments, and taking such additional actions, as may be reasonably requested by the Operator.  Each Owner shall bear its own costs for providing such cooperation and assistance as requested by the Operator unless the Owners agree otherwise in writing.  Nothing in this Agreement shall preclude an Owner from exercising any rights expressly granted it under this Agreement or taking any action (or having its Affiliates

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take any action) with respect to any other transmission project, including any such project that may compete with the Transmission Facilities.

5.11          Remedies.

(a)                Notwithstanding any provision to the contrary contained in this Agreement, the Operator shall have no liability to the Non-Operating Owner in connection with the performance of its covenants and obligations under this Agreement, except as provided in this Section 5.11 and Section 14.01(c).  The Non-Operating Owner agrees that it has a duty to mitigate any damages and shall use Commercially Reasonable Efforts to minimize any damages it may incur as a result of the Operator’s failure to perform or breach of any of its covenants or obligations under this Agreement.

(b)               The Owners and Operator acknowledge that the obligations and covenants performed by the Operator hereunder are unique and that the Non-Operating Owner will be irreparably injured should such obligations and covenants not be performed in accordance with the terms and conditions of this Agreement.  Consequently, the Non-Operating Owner will not have an adequate remedy at law if the Operator shall fail to perform its obligations and covenants hereunder.  The Non-Operating Owner shall have the right, in addition to any other remedy available under this Agreement, to specific performance of the Operator’s obligations and covenants hereunder, and the Owners and Operator agree not to take a position in any proceeding arising out of this Agreement to the effect that the Non-Operating Party has an adequate remedy at law.

ARTICLE VI
OPERATION AND MAINTENANCE; CURTAILMENT;
INTERCONNECTION WITH THIRD PARTIES; COMMON FACILITIES

6.01          Operation and Maintenance; Capital Upgrades and Improvements.

(a)                The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.  Subject to Section 5.04, the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operator’s obligations under this Section 6.01.

(b)               The Operator shall make maintenance renewals and replacements to the Transmission Facilities (i) the costs of which are recordable as an operation and maintenance expense under the FERC Uniform System of Accounts; and (ii) that (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice, and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations.  Such maintenance renewals and replacements to the Transmission Facilities are included in the services for which the Operator is compensated by the Monthly Transmission Facilities O&M Charge.  The Operator shall not separately invoice the Owners for the costs of such maintenance renewals and replacements to the Transmission Facilities.  Notwithstanding anything to the

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contrary contained in this Agreement, any maintenance renewals and replacements made pursuant to this Section 6.01(b) shall be Transmission Facilities for purposes of this Agreement.

(c)                The Operator shall make capital upgrades and improvements to the Transmission Facilities (i) the costs of which are recordable as capital expenditures under the FERC Uniform System of Accounts, and (ii) which (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations.  The Operator shall consult with the Owners and receive their prior approval, such approval not to be unreasonably withheld, delayed or conditioned, with respect to any capital upgrade or improvement for which the Operator reasonably expects to incur total project costs that exceed Two Hundred Fifty Thousand Dollars ($250,000).  The Owners shall be responsible for their pro rata share (based on their Ownership Interests) of any Costs incurred by or on behalf of the Operator in making such capital upgrades or improvements.  Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades and improvements made pursuant to this Section 6.01(c) shall be Transmission Facilities for purposes of this Agreement.

6.02          Curtailment.  The Operator shall notify the Owners as soon as reasonably practicable upon becoming aware of any planned or unplanned event or circumstance, including an emergency condition or a rating study to comply with applicable Governmental Requirements or Reliability Standards, which physically or otherwise reduces or may reduce the amount of transmission capacity on all or a portion of the Transmission Facilities (“Reduction Event”), including the aggregate amount of reduction in the transmission capacity of the Transmission Facilities to the extent known by the Operator.  In the event of a Reduction Event, the Operator shall take such actions as the Operator may reasonably deem prudent and necessary to terminate the Reduction Event and to preserve and maintain the reliability, safety, integrity and operability of the applicable Transmission Facilities and to protect the health and safety of the public.  Each of the Owners shall provide notice of each Reduction Event in accordance with its respective OATT.

6.03          Interconnection with Third Parties.  The Owners acknowledge and agree that all third-party Interconnection Customer requests for interconnection to any of the Transmission Facilities must be coordinated with the Operator and processed in a manner consistent with the Owner’s OATT to which the Interconnection Customer’s request was made (“Interconnection Owner”).  An Interconnection Owner in receipt of a third-party Interconnection Customer request for interconnection with the Transmission Facilities will promptly notify the Operator and thereafter the Owners and the Operator will coordinate and cooperate to process the interconnection request.  The Operator will coordinate the conduct of any studies required to determine the impact of the interconnection request on the Transmission Facilities and the Affected Systems with Affected System Operators, including the Owners, in accordance with the Interconnection Owner’s OATT.  The Operator will include the Owners and such Affected System Operators in all meetings held with Interconnection Customers as required by the Interconnection Owner’s OATT.

6.04          Common Facilities.  The Operator shall make the Common Facilities available to the Owners to support the operation of the Transmission Facilities in accordance with the terms of this Agreement and without adverse distinction between the Owners.  The Operator shall

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supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Common Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.  Subject to Section 5.04, the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operator’s obligations under this Section 6.04.  The obligations performed by the Operator pursuant to this Section 6.04 are included in the services for which the Operator is compensated by the Monthly Common Facilities Charge, and the Operator shall not separately invoice the Owners and the Owners shall not be liable for any of the costs or expenses incurred by or on behalf of the Operator pursuant to this Section 6.04.

ARTICLE VII
CAPITAL UPGRADES PROPOSED BY AN OWNER

7.01          Capital Upgrades.

(a)                At any time during the Term, an Owner (“Electing Owner”) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owner’s ownership, use or enjoyment of its Ownership Interest of the Transmission Facilities (and associated Capacity Share) as contemplated in this Agreement.  An Electing Owner shall provide the other Owner no less than sixty (60) days’ prior written notice of its election, together with reasonable details about the proposed upgrade or improvement (each, a “Capital Upgrade Notice”).  Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities.

(i)                 If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (C) any change in each Owner’s Ownership Interest; (D) each Owner’s share of the costs of such upgrade or improvement; (E) any change in the Monthly Transmission Facilities O&M Charge; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto (the “Amendment”); provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIII.  Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIII.

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(ii)               If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade or improvement, provided that the Electing Owner shall coordinate with the Operator on the final scope of the capital upgrade or improvement.

(b)               The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations.  The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIII, for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities.  Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners’ Ownership Interests and Capacity Shares shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII, and the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement.  Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b) shall be Transmission Facilities for purposes of this Agreement.

(c)                The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(ii) in accordance with the final scope of the capital upgrade or improvement established by the Electing Owner pursuant to Section 7.01(a)(ii), and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations.  The Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities and title to such capital upgrades or improvement shall vest solely with the Electing Owner.  Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, (i) the Owners’ Ownership Interests shall be adjusted, if at all, in accordance with Exhibit C, (ii) the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement, and (iii) the Operator shall operate and maintain such capital upgrade or improvement in accordance with Section 6.01(a).  In addition, the Owners shall meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners’ Capacity Shares; (B) any change in the Monthly Transmission Facilities O&M Charge; and (C) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto; provided, however, that any failure of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be resolved pursuant to the provisions of Article XVIII.  Notwithstanding anything to the contrary contained in this

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Agreement, any capital upgrades or improvements provided for in this Section 7.01(c) shall not be Transmission Facilities for purposes of this Agreement.

(d)               Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 shall not apply to capital upgrades or improvements made by the Operator pursuant to Section 6.01(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.01.

(e)                Each Owner shall provide the Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to the Transmission Facilities.  If capital upgrades or improvements are required in accordance with such Owner’s OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a) and Section 7.01(b).

(f)        The Owners agree that the Tap Line Upgrades to the Transmission Facilities shall be permitted, constructed, installed and commissioned by the Operator, provided that the Operator shall delegate such responsibilities to PacifiCorp pursuant to Section 5.04.  The Operator shall use Commercially Reasonable Efforts to construct, install and commission the Tap Line Upgrades during the outage for the Jim Bridger power plant currently scheduled for April, 2011.  The Owners shall each be responsible for fifty percent (50%) of all Costs incurred by or on behalf of the Operator in connection with the permitting, construction, installation and commissioning of the Tap Line Upgrades pursuant to this Section 7.01(f).  The Owners agree that the Tap Line Upgrades shall not result in a change to the Owners’ Ownership Interests or associated Capacity Shares or the Monthly Transmission Facilities O&M Charge.  For purposes of this Section 7.01(f), “Tap Line Upgrades” means the redesign and upgrade of the interconnection structures connecting the existing 500 kV Midpoint-Summer Lake Line to the Hemingway Substation, including the two tangent and two dead end monopole structures, so as to facilitate hot work off the structures as a means to minimize outages.

ARTICLE VIII
PHYSICAL DAMAGE TO TRANSMISSION FACILITIES; CONDEMNATION

     8.01          Rebuilding Damaged Facilities.  If any of the Transmission Facilities are materially damaged or destroyed (the “Damaged Facilities”), then within thirty (30) days of the date the damage or destruction occurred, the Operator shall deliver to the Owners a written notice (the “Damage Notice”) of the Operator’s good faith reasonable estimate of the cost to repair or rebuild the Damaged Facilities.  If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be Five Million Dollars ($5,000,000) or more, inclusive of insurance proceeds, then the Owners will determine whether the Damaged Facilities will be repaired or rebuilt within thirty (30) days of the date of the Damage Notice.  If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be less than Five Million Dollars ($5,000,000), inclusive of insurance proceeds, then the Operator will determine whether the Damaged Facilities will be repaired or rebuilt and provide notice thereof to the Owners within thirty (30) days of the date of the Damage Notice.  If the Owners or the Operator determines pursuant to this Section 8.01 to

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repair or rebuild the Damaged Facilities, then the Owners will, upon receipt of any insurance proceeds paid in connection with such Damaged Facilities, apply such proceeds (up to its pro rata share based on its Ownership Interest) to the repair and reconstruction of the Damaged Facilities which will be carried out by the Operator, provided that the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b).  The Operator will be responsible for obtaining any necessary Governmental Authorizations to repair or rebuild the Damaged Facilities and determining the manner in which to repair and reconstruct the Damaged Facilities (including the equipment to be used).  Each Owner shall reasonably cooperate with and support the Operator in obtaining any such Governmental Authorizations in accordance with Section 5.05(c).  The Operator will cause such repairs or reconstruction to be made so that the Damaged Facilities will be repaired and restored to substantially the same general condition, character and use as existed prior to such damage or destruction.  If the cost of such repairs or reconstruction exceeds the insurance proceeds required to be applied to the repair or reconstruction pursuant to this Section 8.01, then the Owners shall pay, in accordance with their applicable Ownership Interests, the shortfall amount.

8.02          Decision not to Rebuild.  If the Owners determine pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities, then, in each case, (a) each Owner shall (i) be entitled to retain any insurance proceeds received pursuant to insurance maintained by it with respect to the Damaged Facilities, (ii) receive its share of any revenues from the salvage or sale of the Damaged Facilities and (iii) pay its pro rata share (based on its Ownership Interest) of any costs of removal of parts and equipment from the Damaged Facilities, (b) the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b), and (c) subject to Section 8.03, this Agreement shall terminate pursuant to Section 2.04(a).

8.03          Purchase of Ownership Interest.  If pursuant to Section 8.01 the Owners determine not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines that the Damaged Facilities should not be repaired and reconstructed and, in each case, one Owner desires to repair or rebuild the Damaged Facilities (the “Continuing Owner”), then the Continuing Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner.  In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner, the Continuing Owner must give written notice thereof to the other Owner within thirty (30) days of the Owners’ or Operator’s determination pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities.  The Owners shall enter into such documentation as the Continuing Owner shall reasonably request to document the purchase and sale of all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owner’s pro rata share (based on its Ownership Interest) of: (a) the salvage value of the Damaged Facilities, and (b) the depreciated cost of the Transmission Facilities which are not part of the Damaged Facilities.

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8.04          Cooperation.  If the Continuing Owner seeks to repair or rebuild the Transmission Facilities purchased from the other Owner pursuant to Section 8.03, then, at the Continuing Owner’s request and expense, the other Owner and the Operator (if the Continuing Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Continuing Owner in the repair or rebuilding of the Damaged Facilities.  This Section 8.04 shall survive the expiration or termination of this Agreement.

8.05          Condemnation.  If there occurs a loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, as the result of the exercise of the right of condemnation or eminent domain by or on behalf of any Governmental Authority, then the Operator will promptly give notice thereof to the Owners, which notice shall generally describe the nature and extent of such condemnation or eminent domain proceedings (including any negotiations in connection with such proceedings).  The Operator shall, in consultation with the Owners, use Commercially Reasonable Efforts to resist the loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities through condemnation or eminent domain.  If, as a result of condemnation or eminent domain, the Owners shall lose title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, the Owners shall determine, by mutual agreement, whether:

(a)                the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned, in which case the provisions of Article IX shall control;

(b)               the Transmission Facilities should be replaced or modified, in which case the Owners will, upon receipt of any awards paid in connection with such condemnation or eminent domain, apply such awards to the replacement or modification of the Transmission Facilities which will be carried out by the Operator.  The Operator will, consistent with the mutual agreement of the Owners, determine the manner in which to replace or modify the Transmission Facilities (including the equipment to be used), and will cause such replacement and modifications to be made so that the Transmission Facilities are replaced or modified in accordance with the mutual agreement of the Owners.  If the cost of replacement or modification of the Transmission Facilities exceeds the awards received by the Owners in connection with such condemnation or eminent domain, then the Owners shall pay their pro rata shares (based on their Ownership Interests) of the shortfall amount; or

(c)                if the Owners do not reach mutual agreement on one of the actions provided for in paragraphs (a) and (b) above, or on another course of action, within sixty (60) days after the date of the notice provided by the Operator to the Owners pursuant to the first sentence of this Section 8.05, then each Owner shall receive its pro rata share (based on its Ownership Interest) of all awards received by the Owners (or their Affiliates) in connection with any such condemnation or eminent domain (less the actual cost, fees and expenses incurred by the Operator in collection thereof).

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ARTICLE IX
RETIREMENT AND DECOMMISSIONING

9.01          Decision to Retire Transmission Facilities.  The Owners will determine in accordance with the terms of this Article IX when the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned.  If the Owners mutually agree to retire and decommission the Transmission Facilities, then, subject to Section 9.02 and Section 9.03, this Agreement shall terminate pursuant to Section 2.04(b).

9.02          Costs of Decommissioning.  Each of the Owners shall be responsible for paying its pro rata share (based on its Ownership Interest) of the aggregate amount of all costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, including decommissioning, dismantling, demolishing and removal of equipment, facilities and structures, security, maintenance, disposing of debris, abandonment and all other costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, net of any amounts recovered in connection with the sale of any retired equipment, facilities and structures.

9.03          Purchase of Ownership Interest.  Each Owner shall give written notice to the other Owner when it believes the Transmission Facilities should be retired and decommissioned (each, a “Decommissioning Notice”).  If the other Owner desires to continue the operation of the Transmission Facilities (the “Remaining Owner”), then the Remaining Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities.  In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, the Remaining Owner must give written notice thereof to the other Owner within ninety (90) days of receipt of the other Owner’s Decommissioning Notice.  The Owners shall enter into such documentation as the Remaining Owner shall reasonably request to document the purchase and sale of the Ownership Interest (and Capacity Share) of the other Owner, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owner’s pro rata share (based on its Ownership Interest) of the depreciated cost of the applicable Transmission Facilities.

9.04          Cooperation.  If the Remaining Owner seeks to purchase and continue the operation of the Transmission Facilities, then, at the Remaining Owner’s request and expense, the other Owner and the Operator (if the Remaining Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Remaining Owner in the continued operation of the Transmission Facilities.  This Section 9.04 shall survive the expiration or termination of this Agreement.

ARTICLE X
INTERCONNECTION

10.01      Grant of Interconnection.  Subject to the terms and conditions in this Article X, the Idaho Power Transmission System and PacifiCorp Transmission System shall be interconnected at the Point of Interconnection.

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10.02      Interconnection Operating Procedures.  Prior to the energization of the Interconnection, the Owners shall develop written operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.  The Owners may, by mutual written agreement, amend and supplement the operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.

10.03      Interconnection Energization.  The Owners shall energize, or cause to be energized, the Interconnection upon successful completion of acceptance testing of the Interconnection by the Operator, including installation of the Metering Equipment specified in Section 10.04, and completion of the operating procedures specified in Section 10.02.  The Parties recognize the need for the approval of an expedited WECC ratings review for Path 14 (Idaho to Northwest ) and Path 75 (Midpoint-Summer Lake) both of which are affected by the Hemingway Substation Interconnection.  Idaho Power agrees to intertie the planned Hemingway Substation 230 kV transmission line to the Idaho Power 138 kV Treasure Valley system only after the WECC ratings process is complete  The non-simultaneous and simultaneous export ratings of the Midpoint-Summer Lake 500 kV line are presently 1500 MW and 1187 MW respectively.  Idaho Power acknowledges the desire to maintain the non-simultaneous export rating of the Midpoint-Summer Lake Line and will mitigate any adverse impacts that the Hemingway Substation causes to the non-simultaneous export rating of the Midpoint-Summer Lake Line which is identified in the WECC rating process in connection with the initial energization of the Hemingway Substation.  Such mitigation shall include changes to operating procedures if necessary to achieve this desired rating.  The simultaneous export rating of the Midpoint-Summer Lake Line is an allocation of the capability of multiple lines in Path 14, and Idaho Power will support PacifiCorp if a third party raises a challenge to the simultaneous rating of the Midpoint-Summer Lake Line.

10.04      Metering.  The Operator shall operate and maintain the Metering Equipment and meters (which are part of the Common Facilities) in accordance with Good Utility Practice and applicable WECC operating guides, protocols and metering guidelines.

(a)                The Operator shall test the Metering Equipment and meters (which are part of the Common Facilities) no less frequently than once every two (2) years.  The Owners shall be given reasonable advance notice of the Operator’s testing of the Metering Equipment and meters (which are part of the Common Facilities) and shall have the opportunity to observe such testing, and the Operator shall provide the Owners a copy of meter results (including any early results to the extent the Operator has access to the results) promptly upon the results being available to the Operator.  Each Owner may request additional tests of the Metering Equipment and meters (which are part of the Common Facilities) beyond those required by the first sentence of this Section 10.04(a), provided such additional tests shall be conducted by the Operator at the expense of the requesting Owner, unless such additional test reveals that the Metering Equipment and meters (which are part of the Common Facilities) are found to register outside the accepted accuracy range for watts and vars of full load equals +/- 0.2%, light load equals +/-0.2%, and power factor equals +/-0.3%, in which event the expense of the additional testing will borne by the Owners equally.

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(b)               If, as a result of any test, the Metering Equipment and meters (which are part of the Common Facilities) are found to be registering outside the applicable accuracy standard in effect at the time of the test, such Metering Equipment and meters (which are part of the Common Facilities) shall be restored to the accuracy standard or an accurate meter substituted by the Operator.

(c)                The Operator shall provide each Owner with a real time remote signal from the Metering Equipment and meters (which are part of the Common Facilities) pursuant to established inter-control area communications protocols.

(d)               The Owners acknowledge that (i) the current meter point of Path 14 (Idaho to Northwest) and (ii) Path 75 (Summer Lake) is expected to shift from the Midpoint Substation to the Hemingway Substation with no reduction to existing ratings for either path.  Once the meter point is shifted to the Hemingway Substation for both paths, the Owners will agree on appropriate compensation for the line losses transferred to the Idaho Power balancing area.

10.05      Service Conditions.

(a)                Operation and Maintenance; Avoidance of Burdens and Control of System Disturbances.  Each Owner shall operate and maintain its Transmission System in a manner consistent with Good Utility Practice and the provisions of this Section 10.05.  In addition, each Owner shall operate and maintain its respective Transmission System so as to minimize, in accordance with Good Utility Practice, the likelihood of a disturbance originated in either Transmission System, which might cause impairment to the service of the other Owner or of any transmission system interconnected with the Transmission System of the other Owner.  Either Owner may install and operate on its Transmission System such relays, disconnecting devices, and other equipment as it may deem appropriate for the protection of its Transmission System, provided that any such relays, disconnecting devices and other equipment on the Transmission Facilities shall be handled pursuant to Article VII.

(b)               Additional Services.  This Article X is applicable only to the physical interconnection of the Owners’ Transmission Systems at the Point of Interconnection and does not obligate either Owner to receive or provide any service.  Other services provided by one Owner to the other Owner shall be governed by such other agreements as the Owners may enter into from time to time.  Neither Owner shall be obligated to deliver reactive power for the benefit of the other Owner, and neither Owner shall be obligated to receive reactive power when to do so might introduce objectionable operating conditions on its Transmission System.

(c)                Interruption of Service.  The Owners shall use Commercially Reasonable Efforts, consistent with Good Utility Practice and any applicable Reliability Standards and Governmental Requirements, to provide a physical interconnection to be operated in continuous synchronization at the Point of Interconnection, provided that an Owner (“Interrupting Owner”) may temporarily interrupt or isolate the Interconnection under the following circumstances:  (i) by operation of automatic equipment installed for power system protection; (ii) after consultation with the other Owner, other than in an emergency situation where consultation is not practicable, when an Owner deems it necessary for installation, maintenance, inspection, repairs or replacements of equipment on its Transmission System; (iii) at any time that, in the sole

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judgment of the Interrupting Owner, such action is necessary to preserve the integrity of, or to prevent or limit any instability on, or to avoid or mitigate an Unauthorized Use on its Transmission System; (iv) where necessary to comply with documented directives from a Governmental Authority; (v) as a result of one or more events of Force Majeure; or (vi) where necessary to prevent (A) death or serious injury to any person, (B) material damage or harm to any property or (C) any material adverse effect to the security of, or damage to its Transmission System or the electric systems of others to which its Transmission System is directly connected, including the other Owner’s Transmission System.  An Interrupting Owner shall use Commercially Reasonable Efforts to provide the other Owner (1) with reasonable advance notice of any planned interruption of the Interconnection and (2) with notice of any other interruption of the Interconnection as soon as practicable after the interruption.  If synchronous operation is interrupted, the Owners shall cooperate so as to remove the cause of such interruption as soon as commercially practicable consistent with Good Utility Practice, applicable Reliability Standards and applicable Governmental Requirements.

(d)               Physical and Cyber Security.  The Operator shall cooperate with each Owner in complying with any physical and cyber security or other security requirement established by Governmental Requirement, including Reliability Standards, applicable to the Owner and the Transmission Facilities, written notice of which the Owner provides to the Operator.

10.06      Survival of Interconnection Provision.  The provisions of this Article X, together with Articles XI,  XII, XIV, XV, XVIII, XIX and XX (to the extent applicable to the surviving provisions of this Article X), shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, provided that in the event of expiration or termination of this Agreement, the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 10.06.

ARTICLE XI
FORCE MAJEURE

11.01      Force Majeure Defined.  For purposes of this Agreement, “Force Majeure” means an event or circumstance beyond the reasonable control of and without the fault or negligence of the Owner or Operator claiming Force Majeure (“Affected Party”), which, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Affected Party including, to the extent satisfying the above requirements, acts of God; earthquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; explosion; fire; war (declared or undeclared); military action; sabotage; riot; insurrection; civil unrest or disturbance; acts of terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the Affected Party; the binding order of any Governmental Authority, provided that the Affected Party has in good faith reasonably contested such order; the failure to act on the part of any Governmental Authority, provided that such action has been timely requested and diligently pursued; unavailability of equipment, supplies or products, but only to the extent caused by Force Majeure; failure of equipment, provided that the equipment has been operated and maintained in accordance with Good Utility Practice; and

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transportation delays or accidents, but only to the extent otherwise caused by Force Majeure; provided, however, that neither insufficiency of funds, financial inability to perform nor changes in market conditions shall constitute Force Majeure.

11.02      Effect of Force Majeure.

(a)                If an Affected Party is rendered wholly or partly unable to perform its obligations under this Agreement or its performance is delayed because of Force Majeure, such Affected Party shall be excused from, and shall not be liable for, whatever performance it is unable to perform or delayed in performing due to the Force Majeure to the extent so affected, provided that:

(i)                 The Affected Party, as soon as reasonably practical after the commencement of the Force Majeure, gives the other Owner(s) and the Operator prompt written notice thereof, including a description of the particulars of the Force Majeure;

(ii)               The suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and

(iii)             The Affected Party uses Commercially Reasonable Efforts to overcome and remedy its inability to perform as soon as reasonably practical after the commencement of the Force Majeure.

(b)               Notwithstanding anything in this Article XI to the contrary, no payment obligation arising under this Agreement prior to the date of an event of Force Majeure shall be excused by such event of Force Majeure.

(c)                Whenever an Affected Party is required to commence or complete any action within a specified period and is prevented or delayed by Force Majeure from commencing or completing such action within the specified period, such period shall be extended by an amount equal to the duration of such event of Force Majeure occurring or continuing during such period.

ARTICLE XII
EVENTS OF DEFAULT

12.01      Event of Default.  Each of the following events shall constitute an event of default (“Event of Default”) by the defaulting Owner (a “Defaulting Owner”):

(a)                the failure to make, when due, any payment required pursuant to this Agreement, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;

(b)               any representation or warranty made by such Defaulting Owner herein is false or misleading in any material respect when made, unless (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after notice thereof from the Non-Defaulting Owner, provided that if the fact, circumstance or condition that is the subject of such representation or warranty reasonably cannot be corrected

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within such thirty (30) day period, then the Defaulting Owner shall have an additional period of time (not to exceed sixty (60) days) in which to correct the fact, circumstance or condition that is the subject of such representation or warranty, and (ii) such cure removes any adverse effect on the Non-Defaulting Owner of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented does not materially adversely affect the Non-Defaulting Owner;

(c)                a transfer, assignment or other disposition of its interest in this Agreement or its Ownership Interest (or Capacity Share) in the Transmission Facilities, in each case, in violation of Article XIX;

(d)               the failure to perform or breach of its covenants and obligations in Section 4.06;

(e)                the failure to be a Qualified Owner, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;

(f)                the failure to perform or breach of any material covenant or obligation set forth in this Agreement (other than provided for in Section 12.01(a), (b), (c), (d) or (e)), if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner, provided that if such failure or breach cannot reasonably be cured within thirty (30) days, then the Defaulting Owner shall have an additional period of time (not to exceed ninety (90) days) in which to cure such failure or breach so long as the Defaulting Owner commences good faith activities to cure the failure or breach during the initial 30-day cure period and continues to utilize its Commercially Reasonable Efforts to effect a cure; or

(g)               the Defaulting Party becomes Bankrupt.

12.02      Cure by Non-Defaulting Owner.  If a Defaulting Owner fails to cure an Event of Default, then the Non-Defaulting Owner may, in its sole discretion, attempt to cure the Event of Default, provided that the Defaulting Owner shall reimburse the Non-Defaulting Owner for all costs and expenses incurred by or on behalf of the Non-Defaulting Party pursuant to this Section 12.02.

12.03      Remedies.

(a)                If an Event of Default occurs and is continuing, then the Non-Defaulting Owner shall be entitled to exercise any of it remedies at law or in equity, including recovery from the Defaulting Owner of any damages suffered as a result of the Event of Default, subject to Section 14.08.  The Non-Defaulting Party shall use Commercially Reasonable Efforts to mitigate any damages suffered as a result of the Event of Default.

(b)               The Owners acknowledge that the obligations and covenants performed by each Owner hereunder are unique and that the Non-Defaulting Owner will be irreparably injured should such obligations and covenants not be consummated in accordance with the terms and conditions of this Agreement.  Consequently, the Non-Defaulting Owner will not have an adequate remedy at law if the other Owner shall fail to perform its obligations and covenants

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hereunder.  The Non-Defaulting Owner shall have the right, in addition to any other remedy available under this Agreement, to specific performance of the Defaulting Owner’s obligations and covenants hereunder, and the Owners agree not to take a position in any proceeding arising out of this Agreement to the effect that the Non-Defaulting Party has an adequate remedy at law.

ARTICLE XIII
REPRESENTATIONS AND WARRANTIES

13.01      Representations and Warranties of PacifiCorp.  PacifiCorp represents and warrants to Idaho Power as of the Execution Date as follows:

(a)                It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)               It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.

(c)                It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.

(d)               The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.

(e)                This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.

(f)                Except as disclosed in Schedule 13.01(f), all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.

(g)               It is a Qualified Owner.

13.02      Representations and Warranties of Idaho Power.  Idaho Power represents and warrants to PacifiCorp as of the Execution Date as follows:

(a)                It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

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(b)               It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.

(c)                It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.

(d)               The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.

(e)                This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.

(f)                Except as disclosed in Schedule 13.02(f), all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.

(g)               It is a Qualified Owner.

ARTICLE XIV
INDEMNIFICATION

14.01      Indemnities.

(a)                Subject to the provisions of Section 14.03 and Section 14.08, each Owner (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Owner (the “Indemnified Party”) and its Representatives, from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, losses, costs and expenses of whatsoever kind or character, including reasonable attorneys’ fees and expenses (collectively, “Claims”) of third parties, for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives) arising from the Indemnifying Party’s (including its Representatives’): (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform a material obligation under this Agreement.

(b)               In addition to and not in limitation of the indemnity provided in Section 14.01(a), but subject to the provisions of Section 14.03 and Section 14.08, each Owner, as Indemnifying Party, shall severally and not jointly, in accordance with its Ownership Interest, indemnify, defend and hold harmless the Operator, as Indemnified Party, and its Representatives

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from and against any and all third-party Claims for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities, in each case, arising under or in connection with this Agreement, including in connection with the performance by the Operator of its obligations under this Agreement, except for such Claims or fines arising from the Operator’s or its Representatives’: (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement.

(c)                Subject to the provisions of Section 14.03 and Section 14.08, the Operator, as Indemnifying Party, shall indemnify, defend and hold harmless each Owner, as Indemnified Party, and its Representatives from and against any and all Claims for injury or death of persons or physical loss of or damage to property of Persons (including the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities or Losses incurred by the Indemnified Party and its Representatives, arising from the Operator’s and its Representatives’ (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement; provided, however, in no event shall the Operator be obligated to indemnify, defend or hold harmless an Owner and its Representatives from and against any such Claims or fines or Losses to the extent arising from such Owner’s or its Representatives’: (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform any material obligation under this Agreement.

14.02      Notice and Participation.

(a)                If an Indemnified Party intends to seek indemnification under this Article XIV with respect to any Claims, the Indemnified Party shall give the Indemnifying Party prompt written notice of such Claims upon the receipt of actual knowledge or information by the Indemnified Party of any possible Claims or of the commencement of such Claims.  The Indemnifying Party shall have no liability under this Article XIV for any Claim for which such notice is not provided, but only to the extent that the failure to give such notice materially impairs the ability of the Indemnifying Party to respond to or to defend the Claim.

(b)               The Indemnifying Party shall have the right to assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are in conflict with those available to the Indemnifying Party and that such conflict materially prejudices the ability of the counsel selected by the Indemnifying Party to represent both Parties, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party, at the Indemnifying Party’s expense, to assert such legal defenses and to otherwise participate in the defense of such Claim on behalf of such Indemnified Party, and the Indemnifying Party shall be responsible for the reasonable fees and expenses of such separate counsel.

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(c)                Should any Indemnified Party be entitled to indemnification under this Article XIV as a result of a Claim by a third party, and should the Indemnifying Party fail to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim, the Indemnified Party may, at the expense of the Indemnifying Party, contest or, with or without the prior consent of the Indemnifying Party, settle such Claim.

(d)               Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or is entitled to seek indemnification pursuant to this Article XIV unless (i) it has obtained the prior written consent of the Indemnifying Party, or (ii) the Indemnifying Party has failed to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim.

(e)                Except to the extent expressly provided otherwise herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party; provided, however, that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such proceeding, which settlement includes a full release of the Indemnified Party for any and all liability with respect to such Claim, and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party’s reasonable legal fees and other costs related to the defense of the Claim paid or incurred prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party with respect to the Claim, or portion thereof, that is the subject of such settlement agreement.

14.03      Net Amount.  Subject to the limitation in Section 14.02(e), if applicable, in the event that an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Article XIV, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party’s actual Claims, net of any insurance or other recovery actually received by the Indemnified Party.

14.04      No Release of Insurers.  The provisions of this Article XIV shall not be deemed or construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies.

14.05      Mitigation.  Each Indemnified Party entitled to indemnification hereunder shall take use Commercially Reasonable Efforts to mitigate all Claims after becoming aware of any event which could reasonably be expected to give rise to any Claims that are indemnifiable or recoverable hereunder or in connection herewith.

14.06      Assertion of Claims.  No Claim of any kind shall be asserted against any Owner or the Operator, whether arising out of contract, tort (including negligence), strict liability, or any other cause of or form of action, unless it is filed in a court of competent jurisdiction, or a demand for arbitration is made, within the applicable statute of limitations period for such Claim.

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14.07      Survival of Obligation.  The duty to indemnify under this Article XIV shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any Claim arising out of an event or condition which occurred or existed prior to such expiration or termination.

14.08      Limitation on Liability.

(a)                Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement in any action at law or in equity, whether based on contract, tort or strict liability or otherwise, for any special, incidental, indirect, exemplary, punitive or consequential damages or losses, including any loss of revenue, income, profits or investment opportunities, loss of the use of equipment, or the cost of temporary equipment or services, provided that any fines or penalties levied or imposed by Governmental Authorities shall not be excluded under this Section 14.08(a) as special, incidental, indirect, exemplary, punitive or consequential damages or losses.

(b)               Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement if and to the extent that the Agreement Limiting Liability Among Western Interconnected Systems executed by Idaho Power on August 5, 1985 and by PacifiCorp on August 22, 1973 (the “WIS Agreement”) is then in effect between the Parties and expressly limits or precludes such liability.  Nothing in this Agreement shall amend or otherwise affect in any way the terms and conditions of or liability of the Parties under the WIS Agreement.

ARTICLE XV
PROPRIETARY INFORMATION

15.01      Disclosure of Proprietary Information Prohibited.  Any Proprietary Information of a Party (whether in its capacity as Owner or Operator) (the “Transferor”) which is disclosed to or otherwise received or obtained by the other Party (whether in its capacity as Owner or Operator) (the “Transferee”) incident to this Agreement shall be held in confidence and the Transferee shall not (subject to Sections 15.02, 15.03 and 15.05) publish or otherwise disclose any Proprietary Information of the Transferor to any Person for any reason or purpose whatsoever, or use any Proprietary Information for any purpose other than performance under this Agreement, without the prior written approval of the Transferor, which approval may be granted or withheld by the Transferor in its sole discretion.  Without limiting the generality of the foregoing, each Transferee shall observe at a minimum the same safeguards and precautions with regard to the Transferor’s Proprietary Information which the Transferee observes with respect to its own information of the same or similar kind.

15.02      Disclosure by Representatives.  Each Transferee agrees that it will make available Proprietary Information received from a Transferor to its own representatives only on a need-to-know basis, and that all Persons to whom such Proprietary Information is made available will be made aware of the confidential nature of such Proprietary Information, and will be required to agree to hold such Proprietary Information in confidence in accordance with the terms hereof.

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15.03      Permitted Disclosures.  Notwithstanding anything to the contrary contained in this Article XV:

(a)                A Transferee may provide any Proprietary Information to any Governmental Authority having jurisdiction over or asserting a right to obtain such information, provided that (i) such Governmental Authority orders that such Proprietary Information be provided, and (ii) unless prohibited from so doing by applicable Governmental Requirements, the Transferee promptly advises the Transferor of any request for such information by such Governmental Authority and cooperates in giving the Transferor an opportunity to present objections, requests for limitation, and/or requests for confidentiality or other restrictions on disclosure or access, to such Governmental Authority.

(b)               A Transferee may, to the extent required, disclose Proprietary Information to any Governmental Authority in connection with the application for any Governmental Authorization; provided that unless prohibited from so doing by applicable Governmental Requirements, the Transferee shall provide the Transferor prior written advance notice of such disclosure and the Proprietary Information that is to be disclosed.

(c)                A Transferee may disclose such Proprietary Information regarding the existence and terms of this Agreement as such Transferee deems necessary to enable it to comply with the Securities Exchange Act of 1934, or the rules, regulations and forms of the Securities and Exchange Commission, issued thereunder or the applicable rules of any stock exchange, or as otherwise required by applicable Governmental Requirements.

15.04      Injunctive Relief.  In the event of a breach or threatened breach of the provisions of this Article XV by any Transferee, the Transferor shall be entitled to an injunction restraining the Transferee from such breach or threatened breach.  Nothing contained herein shall be construed as prohibiting the Transferor from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement.

15.05      Publicity.  Any public relations matters, including public announcements and press releases or similar publicity, arising out of or in connection with the terms of this Agreement or the transactions contemplated herein, shall be coordinated and agreed to between the Owners prior to said announcement or release.

15.06      Proprietary Information Defined.  For purposes of this Agreement, “Proprietary Information” means all information, written or oral, which has been or is disclosed by the Transferor, or by any Representative of the Transferor, or which otherwise becomes known to the Transferee, or to any Representative of such Transferee, or any other party in a confidential relationship with, the Transferee, and which (a) relates to matters such as patents, trade secrets, research and development activities, draft or final contracts or other business arrangements, books and records, budgets, cost estimates, pro forma calculations, engineering work product, environmental compliance, vendor lists, suppliers, manufacturing processes, energy consumption, pricing information, private processes, and other similar information, as they may exist from time to time, (b) relates to the existence or the terms, including pricing and other commercial terms, of this Agreement, or (c) the Transferor expressly designates in writing to be

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confidential, provided that “Proprietary Information” shall exclude information falling into any of the following categories:

(i)                 Information that, at the time of disclosure hereunder, is in the public domain, other than information that entered the public domain by breach of this Agreement by Transferee;

(ii)               Information that, after disclosure hereunder, enters the public domain, other than information that enters the public domain by breach of this Agreement by Transferee;

(iii)             Information, other than that obtained from third-parties, that prior to disclosure hereunder, was already in Transferee’s possession, either without limitation on disclosure to others or subsequently becoming free of such limitation;

(iv)             Information obtained by Transferee from a third-party having an independent right to disclose the information; or

(v)               Information that is available through independent research without use of or access to the Proprietary Information.

15.07      Survival.  The provisions of this Article XV shall continue in full force and effect during the Term and for a period of two (2) years thereafter, notwithstanding the expiration or termination of this Agreement, with respect to any Proprietary Information obtained by any Transferee prior to such expiration or termination.

ARTICLE XVI
RELIABILITY

16.01      Reliability.  The Operator shall be responsible for compliance with all Reliability Standards applicable to the Owners and the Operator with respect to the Transmission Facilities.

ARTICLE XVII
TAXES

17.01      No Partnership.  Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture or association among the Owners or any of them, the sole purpose of this Agreement being limited to (a) the allocation of the Ownership Interests (and Capacity Share) in the Transmission Facilities and (b) provision for (i) the orderly and efficient construction, repair, modification, rehabilitation, operation and maintenance of the Owners’ respective separate undivided Ownership Interests in the Transmission Facilities, and (ii) the interconnection of the Owners’ respective Transmission Systems.  Each Owner agrees and covenants that it shall not take or omit to take any action or reporting position with any Governmental Authority contrary to this Section 17.01.

17.02      761 Election.  The Owners intend that, as tenants in common and owners of undivided Ownership Interests, for United States income tax purposes the Owners shall elect in accordance with the provisions of section 761 of the Internal Revenue Code of 1986, as amended

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(“Code”), and the applicable income tax regulations thereunder (“Regulations”), to be excluded from all of the provisions of Subchapter K of the Code upon the first occasion in which such election may be filed under these Regulations and that, if such election is not filed, this Agreement shall constitute an election under Regulations section 1.761-2(b)(2)(ii) to be excluded from all of the provisions of Subchapter K of the Code and the applicable Regulations, beginning with the first year of the creation of the tenancy in common as contemplated by this Agreement and that no Owner shall object to any such election.

17.03      Responsibility for Taxes.  It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees (“Taxes”), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement.  To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 17.03, the Operator shall report, file returns with respect to and pay such Taxes and each other Owner shall immediately reimburse the Operator for each such Owner’s Ownership Interest percentage of such Taxes.  The Operator shall not have any obligation to contest or to seek refund of such Taxes; provided, however, that the Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine.  Each Owner shall on request pay to the Operator such Owner’s Ownership Interest percentage of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion.  Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.

17.04      Indemnification.  Each Owner (the “Tax Indemnifying Party”) shall indemnify and hold harmless the other Owner (the “Tax Indemnitee Party”), on an after-tax basis, from and against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or the Transmission Facilities or any part thereof, to the extent such Taxes are the responsibility of the Tax Indemnifying Party pursuant to this Article XVII.

17.05      Determination of Depreciation and Other Matters.  Each Owner shall determine the basis and method it will use for purposes of depreciation and other matters where investment of the Transmission Facilities is relevant.

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ARTICLE XVIII
DISPUTES

18.01      Exclusive Procedure.  Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, interpretation, termination, performance or validity of this Agreement (each, a “Dispute”) shall be resolved pursuant to the procedures of this Article XVIII.

18.02      Dispute Notices.  If a Dispute arises between the Owners or between the Operator and one or both of the Owners, then any Party to such Dispute (each, a “Disputing Party”) may provide written notice thereof to the other Disputing Party or Disputing Parties, including a detailed description of the subject matter of the Dispute (the “Dispute Notice”).  Any Disputing Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case the Disputing Parties nonetheless will continue to pursue resolution of the Dispute pursuant to this Article XVIII.

18.03      Informal Dispute Resolution.

(a)                The Disputing Parties shall make a good faith effort to resolve the Dispute by prompt negotiations between and/or among each Disputing Party’s representative so designated in writing to the other Disputing Party or Disputing Parties (each a “Manager”).  If the Managers are not able to resolve the Dispute within thirty (30) days after the date of the Dispute Notice, they shall refer the matter to the designated senior officers of their respective companies (the “Executive(s)”), who shall have authority to settle the Dispute.  If the Executives are not able to resolve the Dispute within sixty (60) days after the date of the Dispute Notice, then the Dispute shall be resolved pursuant to Section 18.04.

(b)               All communications and writings exchanged between and/or among the Disputing Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between and/or among the Disputing Parties, either with respect to the current Dispute or any future Dispute between and/or among the Owners and/or the Operator.

18.04      Submission of Dispute to FERC or Approved Courts.  If a Dispute cannot be settled amicably between the Disputing Parties pursuant to Section 18.03, then any Disputing Party may, in its sole discretion, within one (1) year after the conclusion of the time period for informal dispute resolution specified in Section 18.03, submit such Dispute (a) to FERC or (b) to the jurisdiction of the state courts situated in Idaho or the United States District Court for the District of Idaho (the “Approved Courts”).  Each of PacifiCorp and Idaho Power, in its capacity as an Owner and as the Operator, consents to and accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the Approved Courts and appellate courts from any appeal thereof, and irrevocably waives any objection which it may now or hereafter have to the jurisdiction of the Approved Courts.  Each of PacifiCorp and Idaho Power, in its capacity as an Owner and as the Operator, further irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, proceeding or other action brought pursuant to this Article XVIII in any of the Approved Courts, and irrevocably waives, to the fullest extent permitted by law, and agrees not to plead or

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claim in any such Approved Court that any suit, proceeding or other action brought therein has been brought in an inconvenient forum.

18.05      Continued Performance.  During the pendency of any Dispute, each Owner and the Operator shall continue to perform all of its respective obligations under this Agreement.

ARTICLE XIX
ASSIGNMENT

19.01      Prohibited Transfers and Assignments.  Neither Idaho Power nor PacifiCorp shall have the right to transfer, assign or otherwise dispose of, in whole or in part, its interest in this Agreement, including its rights, duties and obligations hereunder, nor to transfer, assign or otherwise dispose of, in whole or in part, its Ownership Interest (or Capacity Share) in the Transmission Facilities, except as permitted under this Article XIX.

19.02      Permitted Assignments and Transfers.  The restrictions set forth in Section 19.01 shall not restrict:

(a)                dispositions and sales by the Operator incident to renewals or replacements of the Transmission Facilities;

(b)               the right of an Owner to subject any of its Ownership Interest (and Capacity Share) to the lien of any mortgage upon all or a portion of its own physical electric utility property or to otherwise collaterally assign its rights and obligations in this Agreement to a lender or other person providing financing to the Owner;

(c)                the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) in connection with any sale, merger or other transfer of substantially all of such Owner’s electric transmission facilities as an operating entity; provided, however, that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;

(d)               the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) to an Affiliate of the Owner which owns all or substantially all of the transmission facilities of such Owner; provided, however, that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;

(e)                the right of any Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of

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such transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) to a third party; provided that:  (i) the other Owner, in its sole discretion, approves such transfer and approves the third-party purchaser as having demonstrated that it is financially and technically capable of performing the transferring Owner’s (and, in the case where Idaho Power is the transferring Owner, Operator’s) obligations under this Agreement, and (ii) the other Owner is offered the right of first refusal to purchase such Ownership Interest (and Capacity Share) and all of the transferring Owner’s rights and obligations in this Agreement (including as part of such transfer, in the case where Idaho Power is the transferring Owner, all of its rights and obligations in this Agreement as the Operator), on terms no less favorable than those offered to such proposed third-party purchaser; provided, however, that the effectiveness of such assignment shall be conditioned upon the third-party purchaser (A) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner (including as part of such transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) as of the assignment date and (B) qualifying as a Qualified Owner on the assignment date; and

(f)                the right of an Owner to schedule and provide transmission service (in the amount of its Capacity Share) over the Transmission Facilities under the Owner’s OATT and to schedule and transmit an amount of energy commensurate with the Owner’s Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owner’s transmission customers; provided, however, that at no time shall an Owner be entitled to post, sell, schedule or transmit transmission service or an amount of energy over the Transmission Facilities greater than its Capacity Share, unless otherwise mutually agreed to in writing in advance by the other Owner.

ARTICLE XX
MISCELLANEOUS

20.01      Notices.

(a)                Any notice, demand, request or other communication required or permitted to be given pursuant to this Agreement shall be in writing and signed by the Owner or Operator giving such notice, demand, request or other communication and shall be hand delivered or sent by certified mail, return receipt requested, or overnight courier to the other Owner and/or Operator at the address set forth below:

If to Idaho Power:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID 83702
	Attn:  Manager, Grid Operations
	Telephone:  208-388-5669
With a copy to:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID  83702
	Attn:  Legal Department
	Telephone:  208-388-2300

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If to PacifiCorp:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:  Director, Transmission Service
	Telephone:  503-813-6712
With a copy to:	PacifiCorp
	825 NE Multnomah Street, Suite 1600
	Portland, OR 97232
	Attn:  Legal Department
	Telephone:  503-813-5854
If to Operator:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID 83702
	Attn:  Manager, Grid Operations
	Telephone:  208-388-5669
With a copy to:	Idaho Power Company
	1221 West Idaho Street
	Boise, ID  83702
	Attn:  Legal Department
	Telephone:    208-388-2300

(b)               Each Owner and the Operator shall have the right to change the place to which any notice, demand, request or other communication shall be sent or delivered by similar notice sent in like manner to the other Owner(s) and the Operator.  The effective date of any notice, demand, request or other communication issued pursuant to this Agreement shall be when:  (i) delivered to the address of the Owner or Operator personally, by messenger, by a nationally or internationally recognized overnight delivery service or otherwise; or (ii) received or rejected by the Owner or Operator, if sent by certified mail, return receipt requested, in each case, addressed to the Owner or Operator at its address and marked to the attention of the person designated above (or to such other address or person as an Owner or Operator may designate by notice to the Owners and/or Operator effective as of the date of receipt by such Owners and/or Operator).

20.02      Entire Agreement.  This Agreement and the Exhibits attached hereto, and the other documents between the Owners referenced herein constitute the entire agreement between the Owners and the Operator and supersede all prior agreements and understandings, whether oral and written, between the Owners and the Operator with respect to the subject matter hereof.  There are no oral understandings, terms or conditions and neither Owner nor the Operator has

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relied upon any representation or warranty, expressed or implied, not contained in this Agreement.

20.03      Parties Bound.  This Agreement shall be binding upon each of the Owners and the Operator and their respective successors and permitted assigns.

20.04      Amendments.

(a)                Except as otherwise provided in Section 20.04(c), this Agreement may not be amended, supplemented or otherwise modified, other than pursuant to an instrument in writing executed by the Owners.

(b)               Absent agreement of both Parties to the proposed change and except as otherwise provided in Section 20.04(c), the standard of review for changes to this Agreement proposed by a Party, or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956); provided that the standard of review for any modification to this Agreement requested by non-contracting third parties shall be the most stringent standard permissible under then-applicable law.

(c)                Nothing contained in this Agreement shall be construed as affecting in any way the right of either Party to unilaterally make application to FERC under Section 205 or Section 206 of the Federal Power Act for a change in the charges set forth in Exhibit F.  It is the intent of the Parties that the standard of review that FERC will apply to any such unilateral application shall be the just and reasonable standard of review rather than the “public interest” standard of review.

20.05      Waivers.  No waiver by any Owner or the Operator of any one or more defaults by any other Owner or the Operator in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature.  Any delay, less than any applicable statutory period of limitations, in asserting or enforcing any rights under this Agreement shall not be deemed a waiver of such rights.  Failure of any Owner or the Operator to enforce any provisions hereof shall not be construed to waive such provision, or to affect the validity of this Agreement or any part thereof, or the right of any Owner thereafter to enforce each and every provision thereof.

20.06      Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to conflicts of laws principles.

20.07      Headings.  Article and Section headings used in this Agreement (including headings used in any Exhibits attached hereto) are for convenience of reference only and shall not affect the construction of this Agreement.

20.08      Relationship of Parties.  The covenants, obligations, and liabilities of the Owners are intended to be several and not joint or collective, and nothing herein contained shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or

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partnership covenant, obligation or liability on or with regard to any of the Owners.  Each Owner shall be individually responsible for its own covenant, obligations and liability as herein provided.  No Owner shall be under the control of, or shall be deemed to control, the other Owner.  Neither Owner shall have a right nor power to bind the other Owner without its express written consent.

20.09      Severability.  In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Owners and the Operator.  The Owners and the Operator further agree to replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.

20.10      No Third Party Beneficiaries.  Nothing express or implied in this Agreement is intended to nor shall be construed to confer upon or give to any Person (other than the Owners and the Operator) any rights or remedies under or by reason of this Agreement or any transaction contemplated herein.

20.11      Further Assurances.  Each Owner and the Operator agrees to execute and deliver from time to time such additional documents, and take such additional actions, as may be reasonably required by the other Owner or the Operator to give effect to the purposes and intent hereof.

20.12      Conflict of Interest.  Nothing in this Agreement shall prohibit any Owner or the Operator from engaging in or possessing any interest in other projects or business ventures of any nature and description, independently or with others.

20.13      Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be original, and all of which together shall constitute one agreement.  Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, shall be the same as delivery of an original.  At the request of either Owner or the Operator, the other Owner or the Operator, as applicable, will confirm electronically transmitted signatures by signing an original document.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the Owners has caused its duly authorized representative to execute this Hemingway Joint Ownership and Operating Agreement as of the date first above written.

IDAHO POWER:	IDAHO POWER COMPANY,
	AS OWNER AND OPERATOR
	By:  /s/ Dan B. Minor
	Name:  Dan B. Minor
	Title:  EVP, Operations
PACIFICORP:	PACIFICORP,
	AS OWNER
	By:  /s/ Patrick Reiten
	Name:  Patrick Reiten
	Title:  President

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EXHIBIT A

Description of Transmission Facilities and Common Facilities

Section I.  Description of Transmission Facilities.¹

The Transmission Facilities includes all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the MPSN (Midpoint Substation) 1 and SMLK (Summer Lake) line terminals depart to the tap line segments.  The major equipment included in the Transmission Facilities consists of six 500kV breakers and one spare 500kV breaker (stored on location), seventeen 500kV airbreaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2.  Also included in the Transmission Facilities are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment.  The Transmission Facilities also includes all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing Midpoint–Summer Lake Line.

STATION
QTY	Equipment Description	Item
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 4000Amp	205
1	Power Circuit Breaker, 550kV 2000Amp	206
1	Power Circuit Breaker, 550kV 2000Amp	204
1	Power Circuit Breaker, 550kV 2000Amp	204
10	Local Equipment Annunciator Units for Reactors and Breakers
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1
1	Shunt Reactor, 317.5/550kV, 44.33 MVA	201-1

¹For asset accounting purposes, PacifiCorp may request unit of property breakdown information with greater detail than shown in this Exhibit A at the conclusion of construction.  Idaho Power will make reasonable and timely accommodation to such a request, not to exceed the level of detail produced for its own internal asset accounting purposes.

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1	Shunt Capacitor, 550kV 220MVAR Expandable to 330MVAR	203
13	Switch, Motor Operated Airbreak, 500kV 4000A	208
3	Switch, Motor Operated Airbreak, 500kV 2000A	209-1
1	Switch, Motor Operated Airbreak w/ GND Switch, 500kV 2000A	209-2
12	Capacitor Voltage Transformer, 500kV	211
6	Capacitor Voltage Transformer, 500kV w/ Carrier Accessories	212
6	Line Trap, 500kV 3000A	214-1
6	Line Tuner, Single Phase Units	214-2
12	Surge Arrestor, 318kV MCOV	215
6	Surge Arrestor, 144kV MCOV	238
138	Insulator, Station Post, 500kV 1800BIL	217
48	Insulator, Station Post, 500kV 1800BIL	218
153	Insulator, Suspension, Polymer 500kV Class	220
QTY	Structure Description	Item
2	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-1
4	Steel Structure, 500kV Line-Deadend A-Frame Structure	100-2
51	Steel Structure, 500kV 3-ph Airbreak Support	106-1
12	Steel Structure, 500kV CCVT Structure	107-1
6	Steel Structure, 500kV Line Trap Structure	107-2
9	Steel Structure, 500kV Surge Arrestor Structure	108
10	Steel Structure, 500kV Strain Bus A-Frame Structure	101
2	Steel Structure, 500kV Transfer Bus Structure, Reactor	103
2	Steel Structure, 500kV Transfer Bus Structure, Spare for Reactor	103
6	Steel Structure, 500kV 3-ph Bus Support, Future Airbreak Support	106-2
117	Steel Structure, Lally, 500kV 1-ph Low	110

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	Bus Support
3	Steel Structure, Lally, 500kV 1-ph Low Bus Support	110
16	Steel Structure, Lally, 500kV 1-ph Low Bus Support	111
QTY	Conductor Description	Item
3,500 ft	Conductor, 6” Aluminum Pipe, Schedule 80, 6063-T6	300
3,500 ft	Conductor, 1590 ACSR (Dampening for 6” Bus)	303
20,000 ft	Conductor, Strain Bus, 1780 ACSS “CHUKAR” 1.601 Diameter	304
6,750 ft	Conductor, 3/8” EHS Shield Wire	306
75,615 ft	Control Cable
QTY	Panel Description	P Number
1	Panel E9: SMLK 11-1 (Pri. #1 Relay)	5933
1	Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control)	5934
1	Panel E11: SMLK 11-3 (Pri. #3 Relay)	5935
1	Panel E12: SMLK L511 Protection & 511Z Control	5936
1	Panel E13: SMLK 511Z BF & Lockout	5937
1	Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action)	5947
1	Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2)	5953
1	Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2)	5954
1	Panel H9: MPSN#1 11-1 (Pri. #1 Relay)	5955
1	Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control)	5956
1	Panel H11: MPSN#1 11-3 (Pri. #3 Relay)	5957
1	Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control)	5966
1	Panel L14: C513 11-2 (Pri. #2 Relay)	5967
13	Panel Rack and Frames
1	Intertie Cabinet EF2: SUMMER LAKE 500kV LINE (535A/536A/511Z/L511/CCVT’s)	5985

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1		Intertie Cabinet GH@: MPSN #1 500kV LINE (538A/539A/CCVT’s)	5987
1		Intertie Cabinet KL2: MPSN #2 500kV LINE(FUTURE) / C513	5991
QTY		Foundation Description
156		Other structures (for Items 101, 103, 106-2, 100, 111)
6		Deadend Structures (for Items 100-1 and 100-2)
78		Equipment Structures
3		Reactor oil containment
370 ft		Fence, Capacitor Bank Barrier
6		Key Interlock for Capacitor Bank Barrier Fence
TAP
QTY		Line Material Description
8		Dead-end, Single Pole Tubular Steel w/ Foundation
2		Tangent, Single Pole Tubular Steel w/ Foundation
2406		Insulator, 10” 52-5 b&s 30k
6		Insulator, Horizontal Post 500kV
40,500 ft		Conductor,  1272 ACSR 45/7 Bitten
8,500 ft		Overhead Ground Wire, 3/8 EHS Steel
	Section II.  Description of Common Facilities.
		Description
		Land
		Site Prep and Improvements
		Fencing
		Grounding
		Cable Trench
		Control Building
		DC Batteries and Chargers
		Local Service
		Cabling and Controls not directly associated with Transmission Facilities above or 230 kV equipment

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EXHIBIT B

[Intentionally omitted.]

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EXHIBIT C

Ownership Interests

Owner	Ownership Interest
Idaho Power	41.0%
PacifiCorp	59.0%

Each Owner’s percentage Ownership Interest in the Transmission Facilities shall be determined based on the average of the percentage of Transmission Line Capacity of each 500 kV transmission line or transformer that has a connection to the Transmission Facilities at the Hemingway Substation that such Owner owns or controls.  For purposes of this Exhibit C, “Transmission Line Capacity” means, in respect of each 500 kV transmission line or transformer that has a connection to the Transmission Facilities at the Hemingway Substation, the total amount of rated transmission capacity of such transmission line or transformer, provided that the Owners agree that (i) neither the Transmission Line Capacity nor either Owner’s Ownership Interest shall change as a result of a temporary or permanent change in the rated transmission capacity of any such transmission lines or transformers that are connected to the Transmission Facilities at the Hemingway Substation and that were installed during 2010 and (ii) the Transmission Line Capacity and the Owners’ Ownership Interests shall only change, if at all, when an additional 500 kV transmission line or transformer is interconnected to the Hemingway Substation after 2010.

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EXHIBIT D

[Intentionally omitted.]

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EXHIBIT E

Construction Budget

$375,920.00

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EXHIBIT F

Monthly Transmission Facilities O& M Charge and
Monthly Common Facilities Charge

1.                  The Monthly Transmission Facilities O&M Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Transmission Facilities, (2) PacifiCorp’s Ownership Interest, and (3) the O&M Expense Factor.

For purposes of this Exhibit F:

(i)         “Installed Cost of the Transmission Facilities” means the original and actual aggregate Cost of the Transmission Facilities incurred by or on behalf of Idaho Power as of the date construction of the Transmission Facilities is completed pursuant to Article III, trued-up to final Cost after all work orders for the construction of the Transmission Facilities are closed to account; and

(ii)        the “O&M Expense Factor” means 0.2036% per month.

2.                  The Monthly Common Facilities Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Common Facilities, (2) PacifiCorp’s Ownership Interest, and (3) the Common Facilities Factor.

For purposes of this Exhibit F:

(i)         “Installed Cost of the Common Facilities” means the original and actual aggregate Cost of the Common Facilities incurred by or on behalf of Idaho Power as of the date construction of the Transmission Facilities is completed pursuant to Article III, trued-up to final Cost after all work orders for the construction of the Common Facilities are closed to account; and

(ii)                          the "Common Facilities Factor" means 0.9653% per month.  

                      55

EXECUTION COPY

EXHIBIT G

Point of Interconnection

See attached.

                                                                           56

EXECUTION COPY

                                                                            57

EXECUTION COPY

                                                                            58

EXECUTION COPY

EXHIBIT H

Milestones

Milestone	Milestone Date
Filing of this Agreement at FERC for approval	5 Business Days after the Execution Date
500 kV yard energized	May 28, 2010
WECC ratings approved	June 15, 2010

                                                                          59

EXECUTION COPY

SCHEDULE 13.01(f)

PacifiCorp’s Outstanding Governmental Authorizations

1.         Acceptance of this Agreement for filing by FERC under Section 205 of the Federal Power Act.

                                                                          60

EXECUTION COPY

SCHEDULE 13.02(f)

Idaho Power’s Outstanding Governmental Authorizations

1. Acceptance of this Agreement for filing by FERC under Section 205 of the Federal Power Act.  

                                                                          61

EX-12

Exhibit 12.2
Idaho Power Company
Consolidated Financial Information
Ratio of Earnings to Fixed Charges and Supplemental Ratio of Earnings to Fixed Charges
(Thousands of Dollars)
			Six Months
			Ended		Twelve Months Ended
			June 30,		December 31,
			2010		2009		2008		2007		2006		2005
RATIO OF EARNINGS TO FIXED CHARGES
Earnings, as defined:
Income from continuing operations before income
	taxes		$	44,539	$	158,080	$	131,715	$	111,965	$	137,890	$	115,764
Adjust for distributed income of equity investees			(2,335)		2,464		(6,772)		(5,553)		(9,347)		(10,370)
Fixed charges, as below			41,279		78,543		77,568		68,272		60,687		57,739
Total earnings, as defined			$	83,483	$	239,087	$	202,511	$	174,684	$	189,230	$	163,133
Fixed charges, as defined:
Interest charges1			$	40,786	$	77,580	$	76,711	$	67,386	$	59,955	$	56,866
Rental interest factor			493		963		857		886		732		873
Total fixed charges			$	41,279	$	78,543	$	77,568	$	68,272	$	60,687	$	57,739
Ratio of earnings to fixed charges			2.02 x		3.04 x		2.61 x		2.56 x		3.12 x		2.83 x
SUPPLEMENTAL RATIO OF EARNINGS TO FIXED
		CHARGES
Earnings, as defined:
Income from continuing operations before income
	taxes		$	44,539	$	158,080	$	131,715	$	111,965	$	137,890	$	115,764
Adjust for distributed income of equity investees			(2,335)		2,464		(6,772)		(5,553)		(9,347)		(10,370)
Supplemental fixed charges, as below			41,859		80,028		79,358		70,024		62,463		59,351
Total earnings			$	84,063	$	240,572	$	204,301	$	176,436	$	191,006	$	164,745
Supplemental fixed charges:
Interest charges1			$	40,786	$	77,580	$	76,711	$	67,386	$	59,955	$	56,866
Rental interest factor			493		963		857		886		732		873
Supplemental increment to fixed charges2			580		1,485		1,790		1,752		1,776		1,612
Total supplemental fixed charges			$	41,859	$	80,028	$	79,358	$	70,024	$	62,463	$	59,351
Supplemental ratio of earnings to fixed charges			2.01 x		3.01 x		2.57 x		2.52 x		3.06 x		2.78 x
1 FIN 48 interest is not included in interest charges.
2 Explanation of increment - Interest on the guaranty of American Falls Reservoir District bonds and Milner Dam, Inc. notes which are already included in operation expenses.

EX-15

Exhibit 15

August 5, 2010

IDACORP, Inc.
Idaho Power Company
Boise, Idaho

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of IDACORP, Inc. and subsidiaries and Idaho Power Company and subsidiary for the periods ended June 30, 2010 and 2009, as indicated in our reports dated August 5, 2010; because we did not perform audits, we expressed no opinion on that information.

We are aware that our reports referred to above, which are included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, are incorporated by reference in Registration Statement Nos. 333-155498 and 333-155645 on Form S-3 and Registration Statement Nos. 333-65406, 333-125259, 333-143404, and 333-159855 on Form S-8 of IDACORP, Inc. and Registration Statement No. 333-166774 on Form S-3 and Registration Statement No. 333-66496 on Form S-8 of Idaho Power Company.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statements prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

Boise, Idaho

EX-31

Exhibit 31.1

CERTIFICATION

I, J. LaMont Keen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q, of IDACORP, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)       Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)       Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 5, 2010	By:	/s  / J. LaMont Keen
			J. LaMont Keen
			President and Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Darrel T. Anderson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q, of IDACORP, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)       Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)       Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 5, 2010	By:	/s /Darrel T. Anderson
			Darrel T. Anderson
			Executive Vice President - Administrative Services
			and Chief Financial Officer

EX-31

Exhibit 31.3

CERTIFICATION

I, J. LaMont Keen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q, of Idaho Power Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)       Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)       Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 5, 2010	By:	/s/ J. LaMont Keen
			J. LaMont Keen
			President and Chief Executive Officer

EX-31

Exhibit 31.4

CERTIFICATION

I, Darrel T. Anderson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q, of Idaho Power Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)       Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)       Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 5, 2010	By:	/s/ Darrel T. Anderson
			Darrel T. Anderson
			Executive Vice President - Administrative Services
			and Chief Financial Officer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of IDACORP, Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2010 (the "Report"), I, J. LaMont Keen, President and Chief Executive Officer of the Company, certify that:

(1)               The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. LaMont Keen

J. LaMont Keen

President and Chief Executive Officer

August 5, 2010

EX-32

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of IDACORP, Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2010 (the "Report"), I, Darrel T. Anderson, Executive Vice President - Administrative Services and Chief Financial Officer of the Company, certify that:

(1)               The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Darrel T. Anderson

Darrel T. Anderson

Executive Vice President - Administrative Services

and Chief Financial Officer

August 5, 2010

EX-32

Exhibit 32.3

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Idaho Power Company (the "Company") on Form 10-Q for the quarter ended June 30, 2010 (the "Report"), I, J. LaMont Keen, President and Chief Executive Officer of the Company, certify that:

(1)               The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. LaMont Keen

J. LaMont Keen

President and Chief Executive Officer

August 5, 2010

EX-32

Exhibit 32.4

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Idaho Power Company (the "Company") on Form 10-Q for the quarter ended June 30, 2010 (the "Report"), I, Darrel T. Anderson, Executive Vice President - Administrative Services and Chief Financial Officer of the Company, certify that:

(1)               The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s /Darrel T. Anderson

Darrel T. Anderson

Executive Vice President - Administrative Services

and Chief Financial Officer

August 5, 2010

EX-99

2005 Q4 ER.doc