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 March 31, 2008

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 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 March 31, 2008:

IDACORP, Inc.:	45,235,601
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
Cal ISO	-	California Independent System Operator
CalPX	-	California Power Exchange
CAMP	-	Comprehensive Aquifer Management Plan
DSM	-	Demand Side Management
EIS	-	Environmental impact statement
EPS	-	Earnings per share
ESA	-	Endangered Species Act
ESPA	-	Eastern Snake Plain Aquifer
FASB	-	Financial Accounting Standards Board
FERC	-	Federal Energy Regulatory Commission
FIN	-	Financial Accounting Standards Board Interpretation
Fitch	-	Fitch, Inc.
FPA	-	Federal Power Act
GAAP	-	Generally Accepted Accounting Principles in the United States of America
Ida-West	-	Ida-West Energy, a subsidiary of IDACORP, Inc.
IDEQ	-	Idaho Department of Environmental Quality
IDWR	-	Idaho Department of Water Resources
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.
IPC	-	Idaho Power Company, a subsidiary of IDACORP, Inc.
IPUC	-	Idaho Public Utilities Commission
IRP	-	Integrated Resource Plan
IWRB	-	Idaho Water Resource Board
LGAR	-	Large growth adjustment rate
maf	-	Million acre feet
MD&A	-	Management's Discussion and Analysis of Financial Condition and Results of
			Operations
Moody's	-	Moody's Investors Service
MW	-	Megawatt
MWh	-	Megawatt-hour
NEPA	-	National Environmental Policy Act of 1996
O & M	-	Operations and Maintenance
OPUC	-	Oregon Public Utility Commission
PCA	-	Power Cost Adjustment
PCAM	-	Power Cost Adjustment Mechanism
PURPA	-	Public Utility Regulatory Policies Act of 1978
RFP	-	Request for Proposal
S&P	-	Standard & Poor's Ratings Services
SFAS	-	Statement of Financial Accounting Standards
SO2	-	Sulfur Dioxide
SRBA	-	Snake River Basin Adjudication
Valmy	-	North Valmy Steam Electric Generating Plant
VIEs	-	Variable Interest Entities

TABLE OF CONTENTS

Page
Part I.  Financial Information:
	Item 1.  Financial Statements (unaudited)
		IDACORP, Inc.:
			Condensed Consolidated Statements of Income	1
			Condensed Consolidated Balance Sheets	2-3
			Condensed Consolidated Statements of Cash Flows	4
			Condensed Consolidated Statements of Comprehensive Income	5
		Idaho Power Company:
			Condensed Consolidated Statements of Income	7
			Condensed Consolidated Balance Sheets	8-9
			Condensed Consolidated Statements of Capitalization	10
			Condensed Consolidated Statements of Cash Flows	11
			Condensed Consolidated Statements of Comprehensive Income	12
		Notes to Condensed Consolidated Financial Statements		13-27
		Reports of Independent Registered Public Accounting Firm		28-29
	Item 2.  Management's Discussion and Analysis of Financial
		Condition and Results of Operations		30-57
	Item 3.  Quantitative and Qualitative Disclosures About Market Risk			57-58
	Item 4.  Controls and Procedures			58
Part II.  Other Information:
	Item 1.  Legal Proceedings			58
	Item 1A.  Risk Factors			58
	Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds			58-59
	Item 6.  Exhibits			59-65
Signatures				66
Exhibit Index				67

SAFE HARBOR STATEMENT

This 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."  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" and similar expressions.

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

	Three months ended
	March 31,
	2008		2007
	(thousands of dollars except
	for per share amounts)
Operating Revenues:
Electric utility:
General business	$	167,313	$	137,251
Off-system sales	33,363		57,838
Other revenues	12,120		10,839
Total electric utility revenues	212,796		205,928
Other	644		783
Total operating revenues	213,440		206,711
Operating Expenses:
Electric utility:
Purchased power	45,299		50,817
Fuel expense	37,237		30,913
Power cost adjustment	(17,744)		(21,536)
Other operations and maintenance	68,927		67,827
Demand-side management	3,364		2,115
Depreciation	25,750		25,290
Taxes other than income taxes	4,803		4,918
Total electric utility expenses	167,636		160,344
Other expense	1,048		2,588
Total operating expenses	168,684		162,932
Operating Income (Loss):
Electric utility	45,160		45,584
Other	(404)		(1,805)
Total operating income	44,756		43,779
Other Income	4,417		5,389
Losses of Unconsolidated Equity-Method Investments	(4,036)		(1,326)
Other Expense	365		3,212
Interest Expense:
Interest on long-term debt	16,876		13,548
Other interest	596		1,604
Total interest expense	17,472		15,152
Income Before Income Taxes	27,300		29,478
Income Tax Expense	5,584		4,898
Income from Continuing Operations	21,716		24,580
Income from Discontinued Operations, net of tax	-		67
Net Income	$	21,716	$	24,647
Weighted Average Common Shares Outstanding - Basic (000's)	44,847		43,687
Weighted Average Common Shares Outstanding - Diluted (000's)	45,004		43,820
Earnings Per Share of Common Stock (basic and diluted):
Earnings per share from Continuing Operations	$	0.48	$	0.56
Earnings per share from Discontinued Operations	-		-
Earnings Per Share of Common Stock	$	0.48	$	0.56
Dividends Paid Per Share of Common Stock	$	0.30	$	0.30
The accompanying notes are an integral part of these statements.

1

IDACORP, Inc.
Condensed Consolidated Balance Sheets
(unaudited)

	March 31,		December 31,
	2008		2007
Assets	(thousands of dollars)
Current Assets:
Cash and cash equivalents	$	7,404	$	7,966
Receivables:
Customer	72,173		69,160
Allowance for uncollectible accounts	(7,426)		(7,505)
Employee notes	2,171		2,128
Other	7,517		10,957
Accrued unbilled revenues	31,742		36,314
Materials and supplies (at average cost)	48,450		43,270
Fuel stock (at average cost)	15,930		17,268
Prepayments	7,749		9,371
Deferred income taxes	24,897		25,672
Refundable income tax deposit	46,257		46,083
Other	7,050		6,023
Total current assets	263,914		266,707
Investments	205,452		201,085
Property, Plant and Equipment:
Utility plant in service	3,870,414		3,796,339
Accumulated provision for depreciation	(1,461,953)		(1,468,832)
Utility plant in service - net	2,408,461		2,327,507
Construction work in progress	206,114		257,590
Utility plant held for future use	6,455		3,366
Other property, net of accumulated depreciation	27,939		28,089
Property, plant and equipment - net	2,648,969		2,616,552
Other Assets:
American Falls and Milner water rights	27,113		29,501
Company-owned life insurance	30,795		30,842
Regulatory assets	473,146		449,668
Long-term receivables (net of allowance of $1,878)	3,361		3,583
Employee notes	2,328		2,325
Other	54,386		53,045
Total other assets	591,129		568,964
Total	$	3,709,464	$	3,653,308
The accompanying notes are an integral part of these statements.

2

IDACORP, Inc.
Condensed Consolidated Balance Sheets
(unaudited)

	March 31,		December 31,
	2008		2007
Liabilities and Shareholders' Equity	(thousands of dollars)
Current Liabilities:
Current maturities of long-term debt	$	11,328	$	11,456
Notes payable	243,509		186,445
Accounts payable	58,536		85,116
Taxes accrued	2,994		8,492
Interest accrued	27,976		18,913
Uncertain tax positions	27,187		26,764
Other	42,392		38,129
Total current liabilities	413,922		375,315
Other Liabilities:
Deferred income taxes	479,589		466,182
Regulatory liabilities	275,425		274,204
Other	167,751		173,412
Total other liabilities	922,765		913,798
Long-Term Debt	1,155,290		1,156,880
Commitments and Contingencies (Note 6)
Shareholders' Equity:
Common stock, no par value (shares authorized 120,000,000;
45,236,415 and 45,063,107 shares issued, respectively)	678,724		675,774
Retained earnings	545,921		537,699
Accumulated other comprehensive loss	(7,155)		(6,156)
Treasury stock (814 and 380 shares at cost, respectively)	(3)		(2)
Total shareholders' equity	1,217,487		1,207,315
Total	$	3,709,464	$	3,653,308
The accompanying notes are an integral part of these statements.

3

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

	Three months ended March 31,
	2008		2007
	(thousands of dollars)
Operating Activities:
Net income	$	21,716	$	24,647
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization	30,777		30,287
Deferred income taxes and investment tax credits	12,617		7,580
Changes in regulatory assets and liabilities	(20,466)		(19,002)
Non-cash pension expense	93		2,880
Undistributed (earnings) losses of subsidiaries	931		(1,566)
Gain on sale of assets	-		(1,604)
Other non-cash adjustments to net income	27		(365)
Change in:
Accounts receivable and prepayments	1,811		602
Accounts payable and other accrued liabilities	(29,869)		(46,132)
Taxes accrued	(5,843)		593
Other current assets	729		4,869
Other current liabilities	12,227		17,165
Other assets	(1,122)		(1,388)
Other liabilities	(2,711)		2,455
Net cash provided by operating activities	20,917		21,021
Investing Activities:
Additions to property, plant and equipment	(52,863)		(49,601)
Proceeds from the sale of IDACOMM	-		7,283
Investments in affordable housing	(8,487)		300
Investments in unconsolidated affiliates	(5,000)		(350)
Purchase of available-for-sale securities	-		(24,349)
Proceeds from the sale of available-for-sale securities	-		25,296
Purchase of held-to-maturity securities	-		(400)
Maturity of held-to-maturity securities	1,780		530
Other assets	(531)		481
Net cash used in investing activities	(65,101)		(40,810)
Financing Activities:
Retirement of long-term debt	(1,779)		(2,696)
Dividends on common stock	(13,475)		(13,131)
Net change in short-term borrowings	57,063		27,427
Issuance of common stock	2,213		2,234
Acquisition of treasury stock	(269)		(338)
Other assets	(131)		(38)
Net cash provided by financing activities	43,622		13,458
Net decrease in cash and cash equivalents	(562)		(6,331)
Cash and cash equivalents at beginning of the period	7,966		9,892
Cash and cash equivalents at end of the period	$	7,404	$	3,561
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	-	$	21
Interest (net of amount capitalized)	$	7,934	$	7,511
Non-cash investing activities
Additions to property, plant and equipment in accounts payable	$	16,350	$	6,657
The accompanying notes are an integral part of these statements.

4

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

	Three Months Ended
	March 31,
	2008		2007
	(thousands of dollars)
Net Income	$	21,716	$	24,647
Other Comprehensive Income (Loss):
Unrealized gains (losses) on securities:
Net Unrealized holding losses arising during the period,
net of tax of ($708) and ($121)	(1,102)		(189)
Net Reclassification adjustment for gains included
in net income, net of tax of $0 and ($561)	-		(874)
Net unrealized losses	(1,102)		(1,063)
Unfunded pension liability adjustment, net of tax
of $67 and $72	103		113
Total Comprehensive Income	$	20,717	$	23,697
The accompanying notes are an integral part of these statements.

5

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6

Idaho Power Company
Condensed Consolidated Statements of Income
(unaudited)

	Three Months Ended
	March 31,
	2008		2007
	(thousands of dollars)
Operating Revenues:
General business	$	167,313	$	137,251
Off-system sales	33,363		57,838
Other revenues	12,120		10,839
Total operating revenues	212,796		205,928
Operating Expenses:
Operation:
Purchased power	45,299		50,817
Fuel expense	37,237		30,913
Power cost adjustment	(17,744)		(21,536)
Other	54,654		52,206
Demand-side management	3,364		2,115
Maintenance	14,273		15,621
Depreciation	25,750		25,290
Taxes other than income taxes	4,803		4,918
Total operating expenses	167,636		160,344
Income from Operations	45,160		45,584
Other Income (Expense):
Allowance for equity funds used during construction	896		1,404
(Losses) earnings of unconsolidated equity-method investments	(796)		1,535
Other income	3,449		3,703
Other expense	(688)		(2,874)
Total other income	2,861		3,768
Interest Charges:
Interest on long-term debt	16,543		13,084
Other interest	1,894		2,173
Allowance for borrowed funds used during construction	(1,938)		(1,539)
Total interest charges	16,499		13,718
Income Before Income Taxes	31,522		35,634
Income Tax Expense	10,251		12,303
Net Income	$	21,271	$	23,331
The accompanying notes are an integral part of these statements.

7

Idaho Power Company
Condensed Consolidated Balance Sheets
(unaudited)

	March 31,		December 31,
	2008		2007
Assets	(thousands of dollars)
Electric Plant:
In service (at original cost)	$	3,870,414	$	3,796,339
Accumulated provision for depreciation	(1,461,953)		(1,468,832)
In service - net	2,408,461		2,327,507
Construction work in progress	206,114		257,590
Held for future use	6,455		3,366
Electric plant - net	2,621,030		2,588,463
Investments and Other Property	107,643		105,074
Current Assets:
Cash and cash equivalents	5,306		5,347
Receivables:
Customer	65,129		62,122
Allowance for uncollectible accounts	(1,226)		(1,305)
Notes	449		517
Employee notes	2,171		2,128
Other	4,298		7,605
Accrued unbilled revenues	31,742		36,314
Materials and supplies (at average cost)	48,450		43,270
Fuel stock (at average cost)	15,930		17,268
Prepayments	7,437		9,120
Deferred income taxes	3,848		4,074
Refundable income tax deposit	44,474		44,316
Other	2,284		1,067
Total current assets	230,292		231,843
Deferred Debits:
American Falls and Milner water rights	27,113		29,501
Company-owned life insurance	30,795		30,842
Regulatory assets	473,146		449,668
Employee notes	2,328		2,325
Other	52,988		51,800
Total deferred debits	586,370		564,136
Total	$	3,545,335	$	3,489,516
The accompanying notes are an integral part of these statements.

8

Idaho Power Company
Condensed Consolidated Balance Sheets
(unaudited)

	March 31,		December 31,
	2008		2007
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	581,758		581,758
Capital stock expense	(2,097)		(2,097)
Retained earnings	450,059		442,300
Accumulated other comprehensive loss	(7,155)		(6,156)
Total common stock equity	1,120,442		1,113,682
Long-term debt	1,140,506		1,141,508
Total capitalization	2,260,948		2,255,190
Current Liabilities:
Long-term debt due within one year	1,064		1,064
Notes payable	186,150		136,585
Accounts payable	58,084		84,457
Notes and accounts payable to related parties	901		724
Taxes accrued	4,295		2,403
Interest accrued	27,687		18,761
Uncertain tax positions	27,187		26,764
Other	41,317		36,907
Total current liabilities	346,685		307,665
Deferred Credits:
Deferred income taxes	501,768		488,768
Regulatory liabilities	275,425		274,204
Other	160,509		163,689
Total deferred credits	937,702		926,661
Commitments and Contingencies (Note 6)
Total	$	3,545,335	$	3,489,516
The accompanying notes are an integral part of these statements.

9

Idaho Power Company
Condensed Consolidated Statements of Capitalization
(unaudited)

	March 31,			December 31,
	2008		%	2007		%
	(thousands of dollars)
Common Stock Equity:
Common stock	$	97,877		$	97,877
Premium on capital stock	581,758			581,758
Capital stock expense	(2,097)			(2,097)
Retained earnings	450,059			442,300
Accumulated other comprehensive loss	(7,155)			(6,156)
Total common stock equity	1,120,442		50	1,113,682		49
Long-Term Debt:
First mortgage bonds:
7.20% Series due 2009	80,000			80,000
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    % 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	945,000			945,000
Amount due within one year	-			-
Net first mortgage bonds	945,000			945,000
Pollution control revenue bonds:
Variable Auction Rate Series 2003 due 2024	49,800			49,800
Variable Auction Rate Series 2006 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	9,573			10,636
Note guarantee due within one year	(1,064)			(1,064)
Unamortized premium/discount - net	(3,348)			(3,409)
Total long-term debt	1,140,506		50	1,141,508		51
Total Capitalization	$	2,260,948	100	$	2,255,190	100
The accompanying notes are an integral part of these statements.

10

Idaho Power Company
Condensed Consolidated Statements of Cash Flows
(unaudited)

	Three months ended March 31,
	2008		2007
	(thousands of dollars)
Operating Activities:
Net income	$	21,271	$	23,331
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization	27,482		27,133
Deferred income taxes and investment tax credits	11,661		5,684
Changes in regulatory assets and liabilities	(20,466)		(19,002)
Non-cash pension expense	93		2,880
Undistributed (earnings) losses of subsidiary	796		(1,535)
Gain on sale of assets	-		(1,435)
Other non-cash adjustments to net income	(979)		(1,416)
Change in:
Accounts receivables and prepayments	2,002		(3,464)
Accounts payable	(29,513)		(44,814)
Taxes accrued	1,547		10,897
Other current assets	729		4,794
Other current liabilities	12,090		16,974
Other assets	(1,123)		(1,390)
Other liabilities	(2,096)		2,908
Net cash provided by operating activities	23,494		21,545
Investing Activities:
Additions to utility plant	(52,863)		(49,113)
Purchase of available-for-sale securities	-		(24,349)
Proceeds from the sale of available-for-sale securities	-		25,296
Investments in unconsolidated affiliate	(5,000)		(350)
Other assets	(531)		481
Net cash used in investing activities	(58,394)		(48,035)
Financing Activities:
Retirement of long-term debt	(1,064)		(1,064)
Dividends on common stock	(13,512)		(13,094)
Net change in short term borrowings	49,565		39,900
Other assets	(130)		(40)
Net cash provided by financing activities	34,859		25,702
Net decrease in cash and cash equivalents	(41)		(788)
Cash and cash equivalents at beginning of the period	5,347		2,404
Cash and cash equivalents at end of the period	$	5,306	$	1,616
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes received from parent	$	1,755	$	937
Interest (net of amount capitalized)	$	7,121	$	6,260
Non-cash investing activities:
Additions to utility plant in accounts payable	$	16,350	$	6,379
The accompanying notes are an integral part of these statements.

11

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

	Three Months Ended
	March 31,
	2008		2007
	(thousands of dollars)
Net Income	$	21,271	$	23,331
Other Comprehensive Income (Loss):
Unrealized gains (losses) on securities:
Net Unrealized holding losses arising during the period,
net of tax of ($708) and ($121)	(1,102)		(189)
Net Reclassification adjustment for gains included
in net income, net of tax of $0 and ($561)	-		(874)
Net unrealized losses	(1,102)		(1,063)
Unfunded pension liability adjustment, net of tax
of $67 and $72	103		113
Total Comprehensive Income	$	20,272	$	22,381
The accompanying notes are an integral part of these statements.

12

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 (IPC).  These Notes to the Condensed Consolidated Financial Statements apply to both IDACORP and IPC.  However, IPC 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 IPC.  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.

IPC is an electric utility with a service territory covering approximately 24,000 square miles in southern Idaho and eastern Oregon.  IPC is regulated by the FERC and the state regulatory commissions of Idaho and Oregon.  IPC is the parent of Idaho Energy Resources Co. (IERCO), a joint venturer in Bridger Coal Company, which supplies coal to the Jim Bridger generating plant owned in part by IPC.

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.

On February 23, 2007, IDACORP sold all of the outstanding common stock of IDACOMM, Inc. to American Fiber Systems, Inc.  The results of operations and the sale of IDACOMM, Inc. are reported as discontinued operations.  Discontinued operations are discussed in Note 9.

Principles of Consolidation
IDACORP's and IPC's condensed consolidated financial statements include the accounts of each company and their consolidated subsidiaries.  IDACORP also consolidates two variable interest entities (VIEs) for which it is the primary beneficiary.  All significant intercompany balances have been eliminated in consolidation.  Investments in entities in which IDACORP and IPC 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.

Through IFS, IDACORP also holds significant 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 up to 99 percent.  These investments were acquired between 1996 and 2008.  IFS' maximum exposure to loss in these developments was $83 million at March 31, 2008.

Financial Statements
In the opinion of IDACORP and IPC, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly their consolidated financial positions as of March 31, 2008, and consolidated results of operations for the three months ended March 31, 2008, and 2007, and consolidated cash flows for the three months ended March 31, 2008, and 2007.  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 IPC's Annual Report on Form 10-K for the year ended December 31, 2007.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.  Net income and shareholders' equity were not affected by these reclassifications.

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Earnings Per Share
The following table presents the computation of IDACORP's basic and diluted earnings per share from continuing operations for the three months ended March 31, 2008 and 2007 (in thousands, except for per share amounts):

				Three months ended
				March 31,
				2008		2007
Numerator:
	Income from continuing operations			$	21,716	$	24,580
Denominator:
	Weighted-average common shares outstanding - basic *				44,847		43,687
	Effect of dilutive securities:
		Options			49		49
		Restricted Stock			108		84
			Weighted-average common shares outstanding - diluted		45,004		43,820
Basic and diluted earnings per share from continuing operations				$	0.48	$	0.56
*Weighted average shares outstanding - basic excludes non-vested shares issued under stock compensation plans.

The diluted EPS computation excluded 482,000 options for the three months ended March 31, 2008, because the options' exercise prices were greater than the average market price of the common stock during that period.  For the same period in 2007, there were 488,000 options excluded from the diluted EPS computation for the same reason.  In total, 818,232 options were outstanding at March 31, 2008, with expiration dates between 2010 and 2015.

New Accounting Pronouncements
SFAS 141(R): In December 2007 the FASB issued SFAS 141(R), "Business Combinations (Revised December 2007)."  SFAS 141(R) establishes principles and requirements for how an acquirer in a business combination: 1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; 2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and 3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  An entity may not apply it before that date.  IDACORP and IPC are currently evaluating the impact of SFAS 141(R).

SFAS 160: In December 2007 the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements."  Among other things, SFAS 160 establishes a standard for the way noncontrolling interests (also called minority interests) are presented in consolidated financial statements and standards for accounting for changes in ownership interests.  SFAS 160 is effective for fiscal years beginning on or after December 15, 2008.  An entity may not apply it before that date.  IDACORP and IPC are currently evaluating the impact of SFAS 160.

SFAS 161: In March 2008, the FASB issued SFAS 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133."   SFAS 161 encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities.  Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  IDACORP and IPC are currently evaluating the impact of SFAS 161.

2.  INCOME TAXES:

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In accordance with interim reporting requirements, IDACORP and IPC use an estimated annual effective tax rate for computing their provisions for income taxes.  IDACORP's effective rate on continuing operations for the three months ended March 31, 2008, was 20.5 percent, compared to 16.6 percent for the three months ended March 31, 2007.  IPC's effective tax rate for the three months ended March 31, 2008, was 32.5 percent, compared to 34.5 percent for the three months ended March 31, 2007.  The differences in estimated annual effective tax rates are primarily due to the decrease in pre-tax earnings at IDACORP and IPC, timing and amount of IPC's regulatory flow-through tax adjustments, and lower tax credits from IFS.

3.  COMMON STOCK AND STOCK-BASED COMPENSATION:

During the three months ended March 31, 2008, IDACORP entered into the following transactions involving its common stock:

•         85,030 original issue shares were used for awards granted under the 2000 Long-Term Incentive and Compensation Plan.

•         16,149 original issue shares and 26,359 treasury shares were used for awards granted under the Restricted Stock Plan.

•         15,100 treasury shares were used for the annual stock grant to directors under the Non-Employee Directors Stock Compensation Plan.

•         72,129 original issue shares were issued under the Dividend Reinvestment and Stock Purchase Plan and the Employee Savings Plan.

IDACORP has three share-based compensation plans.  IDACORP's employee plans are the 2000 Long-Term Incentive and Compensation Plan (LTICP) and the Restricted Stock Plan (RSP).  These plans are intended to align employee and shareholder objectives related to IDACORP's long-term growth.  IDACORP also has one non-employee plan, the Non-Employee Directors Stock Compensation Plan (DSP).  The purpose of the DSP is to increase directors' stock ownership through stock-based compensation.

The LTICP for officers, key employees and directors permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other awards.  The RSP permits only the grant of restricted stock or performance-based restricted stock.  At March 31, 2008, the maximum number of shares available under the LTICP and RSP were 1,559,248 and 66,250, respectively.  The following table shows the compensation cost recognized in income and the tax benefits resulting from these plans, as well as the amounts allocated to IPC for those costs associated with IPC's employees (in thousands of dollars):

	IDACORP						IPC
	Three months ended						Three months ended
	March 31,						March 31,
	2008			2007			2008		2007
Compensation cost	$	971	$		1,051	$		921	$	544
Income tax benefit	$	379	$		411	$		360	$	213

No equity compensation costs have been capitalized.

Stock awards:  Restricted stock awards have vesting periods of up to four years.  Restricted stock awards entitle the recipients to dividends and voting rights, and unvested shares are restricted as to disposition and subject to forfeiture under certain circumstances.  The fair value of restricted stock awards is measured based on the market price of the underlying common stock on the date of grant and charged to compensation expense over the vesting period based on the number of shares expected to vest.  The weighted average fair value at date of grant for restricted stock awards granted during the first three months of 2008 was $30.54.

Performance-based restricted stock awards have vesting periods of three years.  Performance awards entitle the recipients to voting rights, and unvested shares are restricted as to disposition, subject to forfeiture under certain circumstances, and subject to meeting specific performance conditions.  Based on the attainment of the performance conditions, the ultimate award can range from zero to 150 percent of the target award.  Dividends are accrued during the vesting period and will be paid out only on shares that eventually vest.

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The performance goals for these awards are independent of each other and equally weighted, and are based on two metrics, cumulative earnings per share (CEPS) and total shareholder return (TSR) relative to a peer group.  The fair value of the CEPS portion is based on the market value at the date of grant, reduced by the loss in time-value of the estimated future dividend payments, using an expected quarterly dividend of $0.30.  The fair value of the TSR portion is estimated using a statistical model that incorporates the probability of meeting performance targets based on historical returns relative to the peer group.  Both performance goals are measured over the three-year vesting period and are charged to compensation expense over the vesting period based on the number of shares expected to vest.  The weighted average fair value at date of grant for CEPS and TSR awards granted during the first three months of 2008 was $22.76.

Stock options:  Stock option awards are granted with exercise prices equal to the market value of the stock on the date of grant.  The options have a term of 10 years from the grant date and vest over a five-year period.  The fair value of each option is amortized into compensation expense using graded-vesting.  Stock options are not a significant component of share-based compensation awards under the LTICP.

4.  FINANCING:

Credit Facilities
IDACORP has a $100 million credit facility and IPC 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 bank 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 and S&P.

IPC entered into a $170 million Term Loan Credit Agreement, dated as of April 1, 2008 with JPMorgan Chase Bank, N.A., as administrative agent and lender, and Bank of America, N.A., Union Bank of California, N.A. and Wachovia Bank, N.A., as lenders.  The Term Loan Credit Agreement provided for the issuance of term loans by the lenders to IPC on April 1, 2008, in an aggregate principal amount of $170 million.  The loans are due on March 31, 2009.  IPC used the proceeds from the loans to effect the mandatory purchase on April 3, 2008 of the Pollution Control Bonds (as discussed below under "Long-Term Financing") and to pay interest, fees and expenses incurred in connection with the Pollution Control Bonds and/or the Term Loan Credit Agreement.  The loans may be prepaid, but may not be reborrowed.  At March 31, 2008, IPC had regulatory authority to incur up to $450 million of short-term indebtedness.  Balances and interest rates of short-term borrowings were as follows at March 31, 2008, and December 31, 2007 (in thousands of dollars):

	March 31, 2008						December 31, 2007
	IPC		IDACORP		Total		IPC		IDACORP		Total
Balances outstanding	$	186,150	$	57,359	$	243,509	$	136,585	$	49,860	$	186,445
Weighted-avg. interest rate	4.06%		4.12%		4.07%		5.56%		5.45%		5.53%

Long-Term Financing
IDACORP has $629 million remaining on two shelf registration statements that can be used for the issuance of unsecured debt (including medium-term notes) and preferred or common stock.  IPC has in place a registration statement that can be used for the issuance of an aggregate principal amount of $350 million of first mortgage bonds (including medium-term notes) and unsecured debt.

On April 3, 2008, IPC entered into a Selling Agency Agreement with each of Banc of America Securities LLC, BNY Capital Markets, Inc., J.P. Morgan Securities Inc., KeyBanc Capital Markets Inc., Lazard Capital Markets LLC, Piper Jaffray & Co., RBC Capital Markets Corporation, SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC, Wedbush Morgan Securities Inc. and Wells Fargo Securities, LLC in connection with the issuance and sale by IPC from time to time of up to $350 million aggregate principal amount of First Mortgage Bonds, Secured Medium-Term Notes, Series H.

On April 3, 2008, IPC made a mandatory purchase of the $49.8 million Humboldt County, Nevada Pollution Control Revenue Refunding Bonds (Idaho Power Company Project) Series 2003 and the $116.3 million Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (Idaho Power Company Project) Series 2006 (together, the Pollution Control Bonds).  IPC initiated this transaction in order to adjust the interest rate period of the Pollution Control Bonds from an auction interest rate period to a weekly interest rate period, effective April 3, 2008.

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5.  REGULATORY MATTERS:

Idaho General Rate Case
On February 28, 2008, the IPUC approved a settlement of IPC's general rate case filed June 8, 2007.  The IPUC's order approved an average increase of 5.2 percent in base rate, or approximately $32.1 million in revenues, effective March 1, 2008.

Danskin 1 Power Plant Application
The Danskin 1 plant, a simple cycle combustion turbine near Mountain Home, Idaho, began commercial operations on March 11, 2008.  The combustion turbine can provide approximately 166 MW of capacity during summer load peaks and up to 200 MW in the winter.  On March 7, 2008, IPC filed an application with the IPUC requesting to recover the costs associated with the construction of this new plant.  The filing asks for a $9 million, or 1.4 percent, annual increase in revenues, by June 1, 2008.  The IPUC is proceeding on this application under modified procedure and will take comments through May 13, 2008.

Deferred Net Power Supply Costs
IPC's deferred net power supply costs consisted of the following (in thousands of dollars):

		March 31,		December 31,
		2008		2007
Idaho PCA current year:
	Deferral for the 2008-2009 rate year *	$	107,160	$	85,732
Idaho PCA true-up awaiting recovery:
	Authorized in May 2007		4,862		6,591
Oregon:
	2001 deferral		2,402		2,993
	2006 deferral		2,148		2,107
	Total deferral	$	116,572	$	97,423
* The 2008-2009 PCA deferral balance is reduced by $17 million of emission allowance sales in 2007.

Idaho:  IPC has a power cost adjustment (PCA) mechanism that provides for annual adjustments to the rates charged to its Idaho retail customers.  The PCA tracks IPC's actual net power supply costs (fuel and purchased power less off-system sales) and compares these amounts to net power supply costs currently being recovered in retail rates.

The annual adjustments are based on two components:

1)       A forecast component, based on a forecast of net power supply costs in the coming year as compared to net power supply costs in base rates; and

2)       A true-up component, based on the difference between the previous year's actual net power supply costs and the previous year's forecast.  This component also includes a balancing mechanism so that over time, the actual collection or refund of authorized true-up dollars matches the amounts authorized.  The true-up component is calculated monthly, and interest is applied to the balance.

The PCA mechanism provides that for both the forecast and the true-up components, 90 percent of deviations in power supply costs are to be reflected in IPC's rates.

On April 15, 2008, IPC filed its 2008-2009 PCA application with the IPUC with a requested effective date of June 1, 2008.  The filing indicated an increase of $89.0 million to the PCA component of customers' rates to a level that is $121.6 million above base rates based upon historical sharing percentages between customers and shareholders.

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The PCA filing also contained a proposal to flow through to customers 100 percent of the deviation in power supply costs for the prospective year.  This is a one-year proposal that impacts the 2008 forecast component of the current PCA and its later true-up and would reduce IPC's requested rate increase to $87.2 million.  While the overall filing requests a rate increase, the forecast component is a customer benefit.  The $1.8 million reduction reflects an additional ten percent of the benefit being passed on to customers.  The PCA mechanism provides for sharing of benefits and costs at a ratio of 90 percent to customers and ten percent to shareholders.  IPC requested this deviation from the customary sharing percentage for two reasons:

1)       Approximately 62 average MW of energy from PURPA wind projects that IPC had expected to receive in 2008 will not be available because the associated projects requested extensions of their on-line dates.  IPC recovers 100 percent of power purchases from PURPA projects but will need to replace this energy with market purchases; and

2)       Pursuant to IPC's risk management policy, which was established in accordance with IPUC-approved risk management guidelines, IPC had committed to net purchases of nearly $51 million at the time of the PCA filing.  Under the current sharing methodology, IPC will only recover 90 percent of these known costs.  Because of the prescriptive nature of this risk management activity, IPC believes that 100 percent customer sharing is appropriate.

These anticipated cost increases would be included in the true-up component of IPC's 2009 PCA filing.

As discussed below in "Emission Allowances," the IPUC ordered on April 14, 2008 that $16.4 million of proceeds, including interest, from the sales of SO₂ emission allowances in 2007 be applied to help offset the PCA deferral balances incurred during the 2007-2008 PCA year.  This order is not reflected in IPC's PCA filing, but it is expected to reduce the requested PCA increase to $70.8 million.

On May 31, 2007, the IPUC approved IPC's 2007-2008 PCA filing.  The filing increased the PCA component of customers' rates from the then existing level, which was $46.8 million below base rates, to a level that is $30.7 million above those base rates.  This $77.5 million increase was net of $69.1 million of proceeds from sales of excess SO₂ emission allowances.  The new rates became effective June 1, 2007.

Idaho Load Growth Adjustment Rate (LGAR):  On January 9, 2007, the IPUC issued an order resetting IPC's LGAR to $29.41 per MWh, effective April 1, 2007.  The LGAR subtracts the cost of serving additional Idaho retail load from the net power supply costs IPC is allowed to include in its PCA.  The order revised the LGAR from the original rate of $16.84 per MWh set when the PCA began in 1993.  This amount was established as the projected additional variable energy costs attributable to load growth and was subtracted from each year's PCA expense.  IPC had requested the use of the embedded cost of serving new load and a rate of $6.81 per MWh, but the IPUC in its order determined to use the projected marginal cost, which resulted in a higher LGAR.  The LGAR is reset during a general rate case.

The general rate case settlement approved by the IPUC on February 28, 2008, (discussed above in "General Rate Case - Idaho") contained a provision to make a good faith effort to develop a mechanism to adjust or replace the current LGAR.  As an interim solution, the parties agreed to use the LGAR of $62.79 per MWh recommended by the IPUC Staff, but to apply it to only 50 percent of the load growth beginning in March 2008.

Emission Allowances:  During 2007, IPC sold 35,000 SO₂ emission allowances for a total of $19.6 million.  The sales proceeds to be allocated to the Idaho jurisdiction are approximately $18.5 million.  On April 14, 2008, the IPUC ordered that $16.4 million of these proceeds, including interest, be used to help offset the PCA true-up balances from the 2007-2008 PCA.  The order also provided that $0.5 million may be used to fund an energy education program.

In 2005 and early 2006, IPC sold 78,000 SO₂ emission allowances for a total of $81.6 million.  The sales proceeds allocated to the Idaho jurisdiction were approximately $76.8 million.  On May 12, 2006, the IPUC approved a stipulation that allowed IPC to retain ten percent as a shareholder benefit with the remaining 90 percent plus a carrying charge recorded as a customer benefit.  This customer benefit was used to partially offset the PCA true-up balance and is reflected in the PCA rates in effect during the June 1, 2007, through May 31, 2008, PCA rate year.

Oregon:  On April 30, 2007, IPC filed for an accounting order with the OPUC to defer net power supply costs for the period from May 1, 2007, through April 30, 2008, in anticipation of higher than "normal" power supply expenses.  In the last Oregon general rate case, "normal" power supply expenses were set at a negative number (meaning that under normal water conditions IPC should be able to sell enough surplus energy to pay for all fuel and purchased power expenses and still have revenue left over to offset other costs).  IPC requested authorization to defer an estimated $5.7 million, which is Oregon's jurisdictional share of the excess power supply costs.  IPC also requested that it earn its Oregon authorized rate of return on the deferred balance and recover the amount through rates in future years, as approved by the OPUC.  IPC is awaiting an order from the OPUC.

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On April 28, 2006, IPC filed for an accounting order with the OPUC to defer net power supply costs for the period of May 1, 2006, through April 30, 2007.  IPC requested authorization to defer an estimated $3.3 million, which is Oregon's jurisdictional share of the excess power supply costs.  IPC also requested that it earn its Oregon authorized rate of return on the deferred balance and recover the amount through rates in future years, as approved by the OPUC.  On April 25, 2007, a tentative settlement agreement was reached on the deferral application with the OPUC Staff and the Citizens' Utility Board in the amount of $2 million.  The parties also agreed that IPC would file an application for an Oregon PCA mechanism.  The settlement stipulation was approved by the OPUC on December 13, 2007.

The timing of recovery of Oregon power supply cost deferrals is subject to an Oregon statute that specifically limits rate amortizations of deferred costs to six percent per year.  IPC is currently amortizing through rates power supply costs associated with the western energy situation of 2001.  Full recovery of the 2001 deferral is not expected until 2009.  The 2006-2007 and the 2007-2008 deferrals would be amortized sequentially following the full recovery of the 2001 deferral.

Oregon Power Cost Adjustment Mechanism (PCAM)
On August 17, 2007, IPC filed an application with the OPUC requesting the approval of a power cost adjustment mechanism similar to the Idaho PCA.  The PCAM will allow IPC to recover excess net power supply costs or distribute benefits to customers in a more timely fashion than through the existing deferral process.  The PCAM differs from the Idaho PCA in that it reestablishes the base net power supply costs annually.  In Idaho, the base net power supply costs are set by a general rate case.  Settlement conferences were held and the interested parties reached an agreement.  A joint stipulation was filed with the OPUC on March 14, 2008.  The OPUC approved the stipulation on April 28, 2008.

In connection with this proceeding, on March 24, 2008, IPC submitted testimony to the OPUC to revise its previous calculation of its April 2008 through March 2009 net power supply costs (October Update) to conform to the methodology agreed to by the parties in the PCAM stipulation.  IPC also submitted the second part of the mechanism (March Forecast), reflecting expected hydro conditions and forward prices for the April 2008 through March 2009 period.  The expected power supply costs of $150 million represent an increase of approximately $23 million over the October Update.

If approved, the power supply cost update submitted by IPC, which comprises both the October Update and the March Forecast, would result in a $4.8 million, or 15.69 percent, increase in Oregon revenues.  New rates are expected to be effective on June 1, 2008.

Fixed Cost Adjustment Mechanism (FCA)
On March 12, 2007, the IPUC approved the implementation of a FCA mechanism pilot program.  The FCA is a rate mechanism designed to remove a utility's disincentive to invest in energy efficiency programs.  The FCA separates (or decouples) the recovery of fixed costs from the variable kilowatt-hour charge and, instead, links it to a set amount per customer.  If IPC under-collects its fixed costs per customer as a result of reduced electrical use, it can collect the difference through a surcharge.  If IPC over-collects its authorized fixed costs, customers are refunded through a credit.  The FCA is only applicable to residential and small commercial customers.  The pilot program began retroactively on January 1, 2007, and will run through 2009, with the first rate adjustment to occur on June 1, 2008, and subsequent rate adjustments to occur on June 1 of each year thereafter during the term of the pilot program.

On March 14, 2008, IPC filed an application requesting a $2.4 million rate reduction under the FCA pilot program for expenses incurred in 2007.  The application is currently pending with the IPUC.  IPC accrued $0.9 million of FCA expense in the first quarter of 2008.

Open Access Transmission Tariff (OATT)
On March 24, 2006, IPC submitted a revised OATT filing with the FERC requesting an increase in transmission rates.  In the filing IPC proposed to move from a fixed rate to a formula rate, which allows for transmission rates to be updated each year based on FERC Form 1 data.  The formula rate request included a rate of return on equity of 11.25 percent.  Effective June 1, 2006, the FERC accepted rates for IPC amounting to an annual revenue increase of $11 million based upon 2004 test year data.  The rates were accepted subject to refund pending the outcome of the hearing and settlement process.

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On August 8, 2007, the FERC approved a settlement agreement by the parties on all issues except the treatment of contracts for transmission service that contain their own terms, conditions and rates and that were in existence before the implementation of OATT in 1996 (Legacy Agreements).  This settlement reduced the estimated annual revenue increase to approximately $8.2 million based on 2004 test year data.  Approximately $1.7 million collected in excess of these new rates between June 1, 2006, and July 31, 2007, was refunded with interest to customers.

On August 31, 2007, the FERC Presiding Administrative Law Judge (ALJ) issued an initial decision (Initial Decision) with respect to the treatment of the Legacy Agreements.  If the Initial Decision is implemented, IPC estimates that it would reduce the estimated annual revenue increase (based on 2004 test year data) to approximately $6.8 million.

IPC has appealed the Initial Decision to the FERC.  However, if the Initial Decision is implemented, IPC would make additional refunds, including interest, of approximately $3.2 million for the June 1, 2006, through March 31, 2008, period.  IPC has reserved this entire amount.  IPC expects to pursue recovery of amounts not received pursuant to a final order in this proceeding through additional proceedings at the FERC or through the state ratemaking process.  IPC is awaiting a final FERC order.

Idaho Pension Expense Order
In the 2003 Idaho general rate case, the IPUC disallowed recovery of pension expense because there were no current cash contributions being made to the plan.  On March 20, 2007, IPC requested that the IPUC clarify that IPC can consider future cash contributions made to the pension plan a recoverable cost of service.  On June 1, 2007, the IPUC issued an order authorizing IPC to account for its defined benefit pension expense on a cash basis, and to defer and account for pension expense under SFAS 87, "Employers' Accounting for Pensions," as a regulatory asset.  The IPUC acknowledged that it is appropriate for IPC to seek recovery in its revenue requirement of reasonable and prudently incurred pension expense based on actual cash contributions.  The regulatory asset created by this order is expected to be amortized to expense to match the revenues received when future pension contributions are recovered through rates.  The deferral of pension expense did not begin until $4.1 million of past contributions still recorded on the balance sheet at December 31, 2006, were expensed.  For 2007, approximately $2.8 million was deferred to a regulatory asset beginning in the third quarter.  In the first quarter of 2008, $2.0 million of pension expense was deferred.  IPC did not request a carrying charge be applied to the deferral of the accrued SFAS 87 expense.

6.  COMMITMENTS AND CONTINGENCIES:

Guarantees
IPC has agreed to guarantee the performance of one-third of the reclamation activities at Bridger Coal Company, of which IERCO owns a one-third interest.  This guarantee, which is renewed each December, was $60 million at March 31, 2008.  Bridger Coal has a reclamation trust fund set aside specifically for the purpose of paying the reclamation costs and expects that the fund will be sufficient to cover all such costs.  Because of the existence of the fund, the estimated fair value of this guarantee is minimal.

Legal Proceedings
From time to time IDACORP and IPC are parties to legal claims, actions and complaints in addition to those discussed below.  Although they will vigorously defend against them, they are unable to predict with certainty whether or not they will ultimately be successful.  However, based on the companies' evaluation, they believe that the resolution of these matters, taking into account existing reserves, will not have a material adverse effect on IDACORP's or IPC's consolidated financial positions, results of operations or cash flows.

Reference is made to IDACORP's and IPC's Annual Report on Form 10-K for the year ended December 31, 2007, for a discussion of all material pending legal proceedings to which IDACORP and IPC and their subsidiaries are parties.  The following discussion provides a summary of material developments that occurred in those proceedings during the period covered by this report and of any new material proceedings instituted during the period covered by this report.

Wah Chang:  Wah Chang's appeal to the U.S. Court of Appeals for the Ninth Circuit (Ninth Circuit) of the February 11, 2005 dismissal of the case by the Honorable Robert H. Whaley, sitting by designation in the U.S. District Court for the Southern District of California, was fully briefed and oral argument was held on April 10, 2007.  On November 20, 2007, the Ninth Circuit affirmed the dismissal.  On December 10, 2007, Wah Chang filed Petitions for Rehearing and Rehearing En Banc with the U.S. Court of Appeals for the Ninth Circuit, which were denied January 15, 2008.  Because Wah Chang did not file a petition for certiorari seeking Supreme Court review before the expiration date of April 14, 2008, this matter is now concluded.

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Western Energy Proceedings at the FERC:
California Refund:  In April 2001, the FERC issued an order stating that it was establishing a price mitigation plan for sales in the California wholesale electricity market.  That plan included the potential for orders directing electricity sellers into California from October 2, 2000, through June 20, 2001, to refund the portions of their spot market sales prices if the FERC determined that those prices were not just and reasonable.  On July 25, 2001, the FERC issued an order initiating the California Refund proceeding including evidentiary hearings to determine the scope and methodology for determining refunds.  On February 17, 2006, IE and IPC jointly filed with the California Parties (Pacific Gas & Electric Company, San Diego Gas & Electric Company, Southern California Edison, the California Public Utilities Commission, the California Electricity Oversight Board, the California Department of Water Resources and the California Attorney General) an Offer of Settlement at the FERC.  A number of other parties, representing substantially less than the majority of potential refund claims, chose to opt out of the settlement.  After consideration of comments, the FERC approved the Offer of Settlement on May 22, 2006.

On February 3, 2004, the FERC directed the California Independent System Operator (Cal ISO) to provide status reports with respect to its progress in calculating refunds, fuel and emissions allowance offsets to refunds and interest.  The process of performing the calculations has engaged the Cal ISO for more than four years.  On March 18, 2008, the Cal ISO published its Fortieth Status Report and on March 25, 2008, it released the interest calculations it had completed as a result of revising market clearing prices as directed by the FERC.  In its Fortieth Status Report, the Cal ISO stated its intention to consider interest and cost allocation questions for parties that had FERC-approved settlements when it had completed the basic calculation of interest for revised market clearing prices.  A date has not yet been set for this aspect of the Cal ISO's calculations.

While the refund proceedings were pending before the FERC, the California Attorney General filed a complaint with the FERC against sellers in the wholesale power market, including IE and IPC, alleging that the FERC's market-based rate requirements violate the Federal Power Act (FPA), and, even if the market-based rate requirements were valid, that the quarterly transaction reports filed by sellers did not contain the transaction-specific information mandated by the FPA and the FERC.  The complaint sought refunds for an expanded time when compared to the basic refund proceeding.  The FERC dismissed the complaint but on September 9, 2004, the Ninth Circuit concluded that although market-based tariffs are permissible under the FPA, the matter should be remanded to the FERC to consider whether the FERC should exercise remedial power (including some form of refunds) when a market participant failed to submit reports.  On December 28, 2006, a number of sellers filed a certiorari petition to the U.S. Supreme Court.  The Supreme Court declined to grant certiorari and the matter has now been remanded to the FERC.  The settlement IE and IPC reached with the California Parties that was approved by the FERC on May 22, 2006, anticipated the possibility of the outcome of the appeals discussed above and resolved the settling parties' claims in the event of the expansion of all of the refund proceedings as the Ninth Circuit ordered.

On March 21, 2008, the FERC issued an order responding to the remand by Ninth Circuit.  The FERC's order established hearing procedures to permit wholesale purchasers that made short-term market-based rate purchases through the Cal ISO and the California Power Exchange (CalPX), as well as those making spot market purchases of energy through the California Energy Resources Scheduling Division of the California Department of Water Resources from January 1, 2000 to October 1, 2000, to (i) present evidence that any seller that violated the quarterly reporting requirement failed to disclose an increased market share sufficient to give it the ability to exercise market power and thus caused its market-based rates to be unjust and unreasonable and (ii) permit sellers to present evidence to the contrary.  Before formal hearing procedures commenced, the FERC directed that the matter be presented to a settlement judge to attempt to settle individual cases.  The FERC's March 21, 2008 order expands the field of those who may present evidence in the case from the original complaint of the California Attorney General and also is more restrictive in terms of what must be proven to establish a case.  On April 7, 2008, IE and IPC joined with a number of other parties that already had settled this proceeding with the California Attorney General and the other California Parties requesting that they be dismissed from the case.  The California Attorney General and the other California Parties indicated their agreement to the dismissal.  On April 15, 2008, the FERC issued an order dismissing parties that already had settled, including IE and IPC, from these remanded proceedings.  If rehearing is sought and the FERC reverses the dismissal, IE and IPC intend to vigorously defend themselves, but are unable to predict the outcome of this matter.

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On June 21, 2006, the Port of Seattle, Washington filed a request for rehearing of the FERC order approving the IE and IPC/California Parties settlement.  On October 5, 2006, the FERC denied the Port of Seattle's request for rehearing and on October 24, 2006, the Port of Seattle petitioned the Ninth Circuit for review of the FERC orders approving the settlement.  On October 25, 2007, the Ninth Circuit lifted the stay as to the Port of Seattle's appeal along with two other cases with which the Port of Seattle's petition remains consolidated and severed the three cases from the remainder of the consolidated cases.  Port of Seattle withdrew its petition for review in one of the three consolidated cases and filed its initial brief on February 29, 2008.  Final briefs are due by August 31, 2008.  A date for argument has not been set.  IE and IPC are unable to predict when or how the Ninth Circuit might rule on these consolidated petitions for review.

Market Manipulation:  As part of the California and Pacific Northwest Refund proceedings the FERC issued an order permitting discovery and the submission of evidence regarding market manipulation by sellers during the western energy crisis of 2000 and 2001.  On June 25, 2003, the FERC ordered 50 entities that participated in the western wholesale power markets between January 1, 2000 and June 20, 2001, including IPC, to show cause why certain trading practices did not constitute gaming or anomalous market behavior ("partnership") in violation of the Cal ISO and CalPX Tariffs.  On October 16, 2003, IE and IPC reached agreement with the FERC Staff on two orders commonly referred to as the "gaming" and "partnership" show cause orders.  The FERC staff submitted a motion to the FERC to dismiss the "partnership" proceeding, which was approved by the FERC in an order issued on January 23, 2004.  The "gaming" settlement was approved by the FERC on March 4, 2004.

Some parties have sought review of what they claim are the excessively narrow or excessively broad scope of the show cause orders, and the Ninth Circuit has consolidated those claims with the other matters and is holding them in abeyance.  The Port of Seattle is the only party to appeal the orders of the FERC approving the gaming settlement.  IPC is not able to predict when the appeal will be considered or the outcome of the judicial determination of these issues.

Pacific Northwest Refund:  On July 25, 2001, the FERC issued an order establishing another 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.  A FERC Administrative Law Judge submitted recommendations and findings to the FERC on September 24, 2001 concluding that prices should be governed by the Mobile-Sierra standard of the public interest rather than the just and reasonable standard, that the Pacific Northwest spot markets were competitive and the refunds should not be allowed.  On December 19, 2002, the FERC reopened the proceeding to allow the submission of additional evidence related to alleged manipulation of the power market by market participants.  Parties alleging market manipulation were to submit their claims to the FERC and responses were due on March 20, 2003.  On June 25, 2003, the FERC terminated the proceeding and declined to order refunds.  Multiple parties filed petitions for review in the Ninth Circuit.  On August 24, 2007, the Ninth Circuit issued an opinion in the appeal, 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 submitted by the petitioners for the period January 1, 2000, to June 21, 2001, would have altered the agency's conclusions about refunds and directed the FERC to include sales to the California Department of Water Resources proceeding.  A number of parties have sought rehearing of the Ninth Circuit's decision.  Grays Harbor terminated its participation in the case when Grays Harbor and IPC reached a settlement.  IE and IPC are unable to predict when the Ninth Circuit will rule on the requests for rehearing or the outcome of these matters.

In separate western energy proceedings, the Ninth Circuit issued two decisions on December 19, 2006, regarding the FERC's decision not to require repricing of certain long-term contracts.  Those cases originated with individual complaints against specified sellers which did not include IE or IPC.  The Ninth Circuit remanded to the FERC for additional consideration the agency's use of restrictive standards of contract review.  In its decisions, the Ninth Circuit also questioned the validity of the FERC's administration of its market-based rate regime.  The U.S. Supreme Court has granted certiorari in one of the cases, which has been briefed and argued before the Court.  IE and IPC are unable to predict how the Supreme Court will rule, how the FERC might respond to any such decision or how any such decision might affect the outcome of the Pacific Northwest proceeding.

There are pending in the Ninth Circuit approximately 200 petitions for review of numerous FERC orders regarding the western energy matters of 2000 and 2001, including the California refund proceeding, the structure and content of the FERC's market-based rate regime, show cause orders with respect to contentions of market manipulation, and the Pacific Northwest proceedings.  Decisions in any one of these appeals may have implications with respect to other pending cases, including those to which IDACORP, IPC or IE are parties.  IDACORP, IPC and IE are unable to predict the outcome of any of these petitions for review.

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Western Shoshone National Council:  On April 10, 2006, the Western Shoshone National Council (which purports to be the governing body of the Western Shoshone Nation) and certain of its individual tribal members filed a First Amended Complaint and Demand for Jury Trial in the U.S. District Court for the District of Nevada, naming IPC and other unrelated entities as defendants.  Plaintiffs allege that IPC's ownership interest in certain land, minerals, water or other resources was converted and fraudulently conveyed from lands in which the plaintiffs had historical ownership rights and Indian title dating back to the 1860's or before.

On May 31, 2007, the U.S. District Court granted the defendants' motion to dismiss stating that the plaintiffs' claims are barred by the finality provision of the Indian Claims Commission Act.  Plaintiffs filed a motion for reconsideration which the District Court denied.  On January 25, 2008, the District Court entered judgment in favor of IPC.  Plaintiffs filed a Notice of Appeal to the Ninth Circuit.  The parties are in the process of filing briefs on appeal.  Oral argument on the appeal has not yet been scheduled.  IPC intends to vigorously defend its position in this proceeding, but is unable to predict the outcome of this matter or estimate the impact it may have on IPC's consolidated financial position, 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 violations of air quality opacity standards at the Jim Bridger coal-fired plant (Plant) in Sweetwater County, Wyoming.  Opacity is an indication of the amount of light obscured in the flue gas of a power plant.  A formal answer to the complaint was filed by PacifiCorp on April 2, 2007, in which PacifiCorp denied almost all of the allegations and asserted a number of affirmative defenses.  IPC is 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.  The complaint alleges thousands of opacity permit limit violations by PacifiCorp and seeks a declaration that PacifiCorp has violated opacity limits, a permanent injunction ordering PacifiCorp to comply with such limits, civil penalties of up to $32,500 per day per violation and the plaintiff's costs of litigation, including reasonable attorney fees.

Discovery in the matter was completed on October 15, 2007.  Also in October 2007, the plaintiffs and defendant filed cross-motions for summary judgment on the alleged opacity permit status of this matter.  The court has not yet ruled on these motions.   On March 13, 2008, the District Court canceled the original trial date of April 21, 2008, but did not schedule a new trial date.  IPC continues to monitor the status of this matter but is unable to predict the outcome of this matter or estimate the impact it may have on the consolidated financial position, results of operations or cash flows.

Sierra Club Notice of Intent to File Suit - Boardman:  On January 15, 2008, the Oregon Chapter of the Sierra Club, the Northwest Environmental Defense Center, Friends of the Columbia Gorge, Columbia Riverkeeper, and Hells Canyon Preservation Council (collectively, Sierra Club) provided a 60-day notice to Portland General Electric Company (PGE) of intent to file suit.  Sierra Club alleges violations of opacity standards at the Boardman coal-fired power plant located in Morrow County, Oregon of which IPC owns ten percent.  PGE owns 65 percent and is the operator of the plant.  Sierra Club further alleges 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 60-day notice period expired on March 15, 2008, but Sierra Club has not yet commenced litigation.  Sierra Club alleges thousands of opacity permit limit violations by PGE from and before 2003, and claims that it will seek a declaration that PGE has violated opacity limits, a permanent injunction ordering PGE to comply with such limits, and civil penalties of up to $32,500 per day per violation.  IPC intends to monitor the status of this matter but is unable to predict its outcome or what effect this matter may have on the consolidated financial position, results of operations or cash flows.

Snake River Basin Adjudication:  IPC 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 IPC.  The initiation of the SRBA resulted from the Swan Falls Agreement, an agreement entered into by IPC and the Governor and Attorney General of Idaho in October 1984 to resolve litigation relating to IPC's water rights at its Swan Falls project.  IPC has filed claims to its water rights for hydropower and other uses in the SRBA.  Other water users in the basin have also filed claims to water rights.  Parties to the SRBA may file objections to water right claims that adversely affect or injure their claimed water rights and the Idaho District Court for the Fifth Judicial District, which has jurisdiction over SRBA matters, then adjudicates the claims and objections and enters a decree defining a party's water rights.  IPC has filed claims for all of its hydropower water rights in the SRBA, is actively protecting those water rights, and is objecting to claims that may potentially injure or affect those water rights.  One such claim involves a notice of claim of ownership filed on December 22, 2006, by the State of Idaho, for a portion of the water rights held by IPC that are subject to the Swan Falls Agreement.

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On May 10, 2007, in order to protect its claims and the availability of water for power purposes at its facilities, and in response to the claim of ownership filed by the State of Idaho, IPC filed a complaint and petition for declaratory and injunctive relief regarding the status and nature of IPC's water rights and the respective rights and responsibilities of the parties under the Swan Falls Agreement.  The complaint was filed in the Idaho District Court for the Fifth Judicial District, the court with jurisdiction over the SRBA, against the State of Idaho, the Governor, the Attorney General, the IDWR and the Director of the IDWR.

In conjunction with the filing of the complaint and petition, IPC filed motions with the court to stay all pending proceedings involving the water rights of IPC and to consolidate those proceedings into a single action where all issues relating to the Swan Falls Agreement can be determined.

IPC alleged in the complaint, among other things, that contrary to the parties' belief at the time the Swan Falls Agreement was entered into in 1984, the Snake River basin above Swan Falls was over-appropriated and as a consequence there was not in 1984, and there currently is not, water available for new upstream uses over and above the minimum flows established by the Swan Falls Agreement; that because of this mutual mistake of fact relating to the over-appropriation of the basin, the Swan Falls Agreement should be reformed; that the state's December 22, 2006, claim of ownership to IPC's water rights should be denied; and that the Swan Falls Agreement did not subordinate IPC's water rights to aquifer recharge.

On May 30, 2007, the state filed motions to dismiss IPC's complaint and petition.  These motions were briefed and, together with IPC's motions to stay and consolidate the proceedings, were argued before the Court on June 25, 2007.

On July 23, 2007, the court issued an order granting in part and denying in part the state's motion to dismiss, consolidating the issues into a consolidated subcase before the court, providing for discovery during the objection period, and setting and scheduling a conference for December 18, 2007.  In its order, the court denied the majority of the state's motion to dismiss, refusing to dismiss the complaint and finding that the court has jurisdiction to hear and determine virtually all the issues raised by IPC's complaint that relate to IPC's water rights and the effect of the Swan Falls Agreement upon those water rights.  This includes the issues of ownership, whether IPC's water rights are subordinated to recharge and how those water rights are to be administered relative to other water rights on the same or connected resources.  The court did find that by virtue of a state statute the IDWR, and its director, could not be parties to the SRBA and therefore stayed IPC's claims against the IDWR and its director pending resolution of the issues to be litigated in the SRBA, or until further order of the court.

Consistent with IPC's motion to consolidate and stay the proceedings, the court consolidated all of the issues associated with IPC's water rights before the court and stayed that proceeding to allow other parties that may be affected by the litigation to file responses or intervene in the consolidated proceedings by December 5, 2007.  On December 18, 2007, the court held a status and scheduling conference in the consolidated proceedings.  Subsequently, the court issued a scheduling order on December 20, 2007, with a trial scheduled to begin on February 2, 2009.  In January 2008, the state and IPC filed cross motions for summary judgment on issues in the case.  These motions were briefed and oral argument before the court was held on the motions on February 21, 2008.

On April 18, 2008, the court issued a Memorandum Decision and order on Cross-Motions for Summary Judgment upholding the Swan Falls Agreement.  Under the Swan Falls Agreement, water rights in excess of the minimum flows established by the agreement are held in trust by the State of Idaho for the use and benefit of IPC and the people of the State of Idaho.  Water above these minimum flows is available for subsequent consumptive beneficial uses that are approved in accordance with state law.  The court further held that to the extent that the state is not meeting the minimum flows or it is anticipated that the minimum flows will not be met, IPC's water rights that are held in trust are not available for subsequent appropriations and that any appropriations already in place may be subject to curtailment in order to meet the minimum flows.  The court found that it was not necessary to address the issue of mutual mistake of fact relating to the over-appropriation of the basin because it found that it was water rights that were the subject of the trust arrangement and not the water itself.  The court also stated that issues relating to water availability relate to the administration of water rights and should be addressed, as necessary, in an administrative action before the IDWR.

The court did not decide the issue of whether the Swan Falls Agreement subordinated IPC's water rights to groundwater recharge.  The court will hold a status conference in the near future to discuss how to proceed with respect to this issue.  IPC is unable to predict the outcome of the consolidated proceedings.

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IPC has also filed two actions in federal court against the United States Bureau of Reclamation to enforce a contract right for delivery of water to its hydropower projects on the Snake River.  In 1923, IPC and the United States entered into a contract that facilitated the development of the American Falls Reservoir by the U.S. on the Snake River in southeast Idaho.  This 1923 contract entitles IPC to 45,000 acre-feet of primary storage capacity in the reservoir and 255,000 acre-feet of secondary storage that was to be available to IPC between October 1 of any year and June 10 of the following year as necessary to maintain specified flows at IPC's Twin Falls power plant below Milner Dam.  IPC believes that the U.S. has failed to deliver this secondary storage, at the specified flows, since 2001.  As a result, on October 15, 2007, IPC filed an action in the U.S. District Court of Federal Claims in Washington, D.C. to recover damages from the U.S. for the lost generation resulting from the reduced flows.  On October 15, 2007, IPC filed a second action in the United States District Court for the District of Idaho in Boise, Idaho, to compel the U.S. to manage American Falls Reservoir and the Snake River federal reservoir system to ensure that IPC's contract right to secondary storage is fulfilled in the future.  The U.S. Bureau of Reclamation filed answers in each of these cases on February 15, 2008.  On March 4, 2008, the U.S. District Court for the District of Idaho entered a preliminary scheduling order, setting that case for trial on December 15, 2009.  The action in the U.S. District Court of Federal Claims has not yet been set for trial.  IPC is unable to predict the outcome of this litigation.

Renfro Dairy:  On September 28, 2007, the principals of Renfro Dairy near Wilder, Idaho filed a lawsuit in the District Court of the Third Judicial District of the State of Idaho (Canyon County) against IDACORP and IPC.  On March 28, 2008, the plaintiffs filed a First Amended Complaint and Demand for Jury Trial.  The plaintiffs' First Amended Complaint asserts claims for negligence, negligence per se, nuisance, breach of contract, and fraud.  The claims are based on allegations that from 1972 until May 25, 2005, IPC discharged "stray voltage" from its electrical facilities that caused physical harm and injury to the plaintiffs' dairy herd.  Plaintiffs seek compensatory damages in excess of $10,000 to be proven at trial.

IPC has not responded to the First Amended Complaint.  The companies intend to vigorously defend their position in this proceeding and believe this matter will not have a material adverse effect on their consolidated financial positions, results of operations or cash flows.

7.  BENEFIT PLANS:

The following table shows the components of net periodic benefit costs for the three months ended March 31 (in thousands of dollars):

						Deferred				Postretirement
		Pension Plan				Compensation Plan				Benefits
		2008		2007		2008		2007		2008		2007
Service cost		$	3,730	$	3,803	$	320	$	352	$	327	$	379
Interest cost			6,596		6,114		667		593		880		895
Expected return on plan assets			(8,494)		(8,342)		-		-		(738)		(690)
Amortization of transition obligation			-		-		-		-		510		510
Amortization of prior service cost			163		163		48		43		(133)		(134)
Amortization of net loss			-		-		122		142		-		132
	Net periodic benefit cost	$	1,995	$	1,738	$	1,157	$	1,130	$	846	$	1,092

IDACORP and IPC have not contributed and do not expect to contribute to their pension plan in 2008.

8.  SEGMENT INFORMATION:

IDACORP's only reportable segment at March 31, 2008 is utility operations, for which the primary source of revenue is the regulated operations of IPC.  IFS, which had previously been identified as a reportable segment, is now included in the "All Other" column.  IDACOMM, which had previously been identified as a reportable segment, is now reported as discontinued operations (See Note 9).

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IPC's regulated operations include the generation, transmission, distribution, purchase and sale of electricity.  This segment also includes income from Bridger Coal Company, an unconsolidated joint venture also subject to regulation.  Other operating segments are below the quantitative 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 other tax-advantaged investments, 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 March 31, 2008:
	Revenues	$	212,796	$	644	$	-	$	213,440
	Income from continuing operations		21,271		445		-		21,716
Total assets at March 31, 2008		$	3,545,335	$	228,620	$	(64,491)	$	3,709,464
Three months ended March 31, 2007:
	Revenues	$	205,928	$	783	$	-	$	206,711
	Income from continuing operations		23,331		1,249		-		24,580

9.  DISCONTINUED OPERATIONS:

In the second quarter of 2006, IDACORP decided to seek a buyer for its telecommunications subsidiary IDACOMM.  On February 23, 2007, IDACORP completed the sale of all of the outstanding common stock of IDACOMM to American Fiber Systems, Inc.  The operating results of IDACOMM have been separately classified and reported as discontinued operations on IDACORP's condensed consolidated statements of income.  A summary of discontinued operations is as follows (in thousands of dollars):

	Three months ended
	March 31,
	2008		2007
Revenues	$	-	$	1,278
Operating expenses		-		(1,309)
Other (expense)		-		(25)
Loss on disposal		-		(2,877)
Pre-tax losses		-		(2,933)
Income tax benefit		-		3,000
Income from discontinued operations	$	-	$	67

10.  FAIR VALUE MEASUREMENTS

IDACORP and IPC partially adopted the provisions of SFAS 157 "Fair Value Measurements" (SFAS 157) on January 1, 2008.  SFAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements.

FASB Staff Position 157-2 (FSP 157-2) delayed the implementation of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The delay is intended to allow additional time to consider the effect of implementation issues that have arisen, or that may arise, from the application of SFAS 157.  In accordance with FSP 157-2, IPC did not apply the provisions of SFAS 157 to asset retirement obligations.

In accordance with SFAS 157, IDACORP and IPC 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.

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Financial assets and liabilities recorded on the Condensed Consolidated Balance Sheets are categorized 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 IPC have 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; or

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's and IPC's Level 2 inputs are based on exchange traded products adjusted for location using corroborated, observable market data.

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.

The following table presents information about IDACORP's and IPC's assets and liabilities measured at fair value on a recurring basis as of March 31, 2008 (in thousands of dollars).  IDACORP's and IPC'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.

		Quoted Prices in		Significant			Significant
		Active Markets		Other			Unobservable
		for Identical		Observable			Inputs
		Assets (Level 1)		Inputs (Level 2)			(Level 3)		Total
IDACORP
Assets:
	Derivatives	$	451	$		2,627	$	-	$		3,078
	Trading securities		7,541			-		-			7,541
	Available-for-sale securities		20,428			-		-			20,428
Liabilities:
	Derivatives	$	234	$		-	$	-	$		234
IPC
Assets:
	Derivatives	$	451	$	2,627		$	-	$	3,078
	Trading securities		5,977		-			-		5,977
	Available-for-sale securities		20,428		-			-		20,428
Liabilities:
	Derivatives	$	234	$	-		$	-	$	234

IDACORP and IPC adopted the provisions of SFAS  159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement  115" (SFAS 159) on January 1, 2008.  SFAS 159 permits an entity to choose to measure many financial instruments and certain other items at fair value.  Most of the provisions in SFAS 159 are elective; however, the amendment to SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities," applies to all entities with available-for-sale and trading securities.  The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates.  A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments.  IDACORP and IPC did not elect the fair value option for any existing eligible items.  However, IDACORP and IPC will continue to evaluate new items on a case-by-case basis for consideration of the fair value option.

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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 March 31, 2008, and the related condensed consolidated statements of income, comprehensive income, and cash flows for the three-month periods ended March 31, 2008 and 2007.  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, 2007, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 27, 2008, we expressed an unqualified opinion on those consolidated financial statements, which included an explanatory paragraph related to the adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, and Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R).  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2007, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

DELOITTE & TOUCHE LLP

Boise, Idaho
May 7, 2008

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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 March 31, 2008, and the related condensed consolidated statements of income, comprehensive income, and cash flows for the three-month periods ended March 31, 2008 and 2007.  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, 2007, 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 27, 2008, we expressed an unqualified opinion on those consolidated financial statements, which included an explanatory paragraph related to the adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, and Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R).  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet and statement of capitalization as of December 31, 2007, is fairly stated, in all material respects, in relation to the consolidated balance sheet and statement of capitalization from which it has been derived.

DELOITTE & TOUCHE LLP

Boise, Idaho
May 7, 2008

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

(Dollar amounts and megawatt-hours (MWh) 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, IPC) are discussed.

IDACORP is a holding company formed in 1998 whose principal operating subsidiary is IPC.  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.

IPC is an electric utility with a service territory covering approximately 24,000 square miles in southern Idaho and eastern Oregon.  IPC is regulated by the FERC and the state regulatory commissions of Idaho and Oregon.  IPC is the parent of Idaho Energy Resources Co., a joint venturer in Bridger Coal Company, which supplies coal to the Jim Bridger generating plant owned in part by IPC.

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.

On February 23, 2007, IDACORP sold all of the outstanding common stock of IDACOMM, Inc. to American Fiber Systems, Inc.  The results of operations of and the sale of IDACOMM, Inc. are reported as discontinued operations.  Discontinued operations are discussed in Note 9 to IDACORP's and IPC's Condensed Consolidated Financial Statements.

While reading the MD&A, please refer to the accompanying Condensed Consolidated Financial Statements of IDACORP and IPC, which present the financial position at March 31, 2008, and December 31, 2007, and the results of operations and cash flows for each company for the three-month periods ended March 31, 2008 and 2007.  This discussion updates the MD&A included in the Annual Report on Form 10-K for the year ended December 31, 2007, and should be read in conjunction with the discussion in that report.

FORWARD-LOOKING INFORMATION:

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, IDACORP and IPC are hereby filing cautionary statements identifying important factors that could cause actual results to differ materially from those projected in forward-looking statements, as such term is defined in the Reform Act, made by or on behalf of IDACORP or IPC in this Quarterly Report on Form 10-Q, 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 involve estimates, assumptions and uncertainties and are qualified in their entirety by reference to, and are accompanied by, the following important factors, which are difficult to predict, contain uncertainties, are beyond IDACORP's or IPC's control and may cause actual results to differ materially from those contained in forward-looking statements:

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•         Changes in and compliance with governmental policies, including new interpretations of existing policies, and regulatory actions and regulatory audits, including those of the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, the Idaho Public Utilities Commission, and the Oregon Public Utility Commission with respect to allowed rates of return, industry and rate structure, day-to-day business operations, acquisition and disposal of assets and facilities, operation and construction of plant facilities, provision of transmission services, relicensing of hydroelectric projects, recovery of power supply costs, recovery of capital investments, present or prospective wholesale and retail competition, including but not limited to retail wheeling and transmission costs, and other refund proceedings;

•         Changes arising from the Energy Policy Act of 2005;

•         Changes in tax laws or related regulations or new interpretations of applicable law by the Internal Revenue Service or other taxing jurisdiction;

•         Litigation and regulatory proceedings, including those resulting from the energy situation in the western United States, and penalties and settlements that influence business and profitability;

•         Changes in and compliance with laws, regulations and policies including changes in law and compliance with environmental, natural resources, endangered species and safety laws, regulations and policies and the adoption of laws and regulations addressing greenhouse gas emissions or global climate change;

•         Global climate change and regional weather variations affecting customer demand and hydroelectric generation;

•         Over-appropriation of surface and groundwater in the Snake River Basin resulting in reduced generation at hydroelectric facilities;

•         Construction of power generation, transmission and distribution facilities, including an inability to obtain required governmental permits and approvals, rights-of-way and siting, and risks related to contracting, construction and start-up;

•         Operation of power generating facilities including performance below expected levels, breakdown or failure of equipment, availability of transmission and fuel supply;

•         Changes in operating expenses and capital expenditures, including costs and availability of materials, fuel and commodities;

•         Blackouts or other disruptions of Idaho Power Company's transmission system or the western interconnected transmission system;

•         Impacts from the formation of a regional transmission organization or the development of another transmission group;

•         Population growth rates and other demographic patterns;

•         Market prices and demand for energy, including structural market changes;

•         Fluctuations in sources and uses of cash;

•         Results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by factors such as credit ratings and general economic conditions;

•         Actions by credit rating agencies, including changes in rating criteria and new interpretations of existing criteria;

•         Changes in interest rates or rates of inflation;

•         Performance of the stock market and changes in interest rates, which affect the amount 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;

•         Homeland security, acts of war or terrorism;

•         Natural disasters and other natural risks, such as earthquake, flood, drought, lightning, wind and fire;

•         Adoption of or changes in critical accounting policies or estimates; and

•         New accounting or Securities and Exchange Commission requirements, or new interpretation or application of existing requirements.

Any forward-looking statement speaks only as of the date on which 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.

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EXECUTIVE OVERVIEW:

First quarter 2008 financial results
A summary of IDACORP's net income and earnings per diluted share is as follows:

	Three months ended
	March 31,
	2008		2007
Net income	$	21,716	$	24,647
Average outstanding shares - diluted (000s)		45,004		43,820
Earnings per diluted share	$	0.48	$	0.56

The key factors affecting the change in IDACORP's net income for the first quarter of 2008 include (amounts shown are net of income taxes):

•        IPC's net income was $21.3 million in the first quarter of 2008, a decrease of $2 million as compared to the first quarter of 2007.  The key factors affecting the change in IPC's net income include:

•        Increased retail sales contributed $5.9 million to general business revenue for the quarter.  IPC's service territory had 15 percent more heating degree days as compared to the same period in 2007 and four percent more heating degree days than normal.  IPC continues to experience customer growth, with the average number of general business customers increasing 9,166 compared to the first quarter of 2007, an increase of two percent.

•        Rate increases added $12.4 million to general business revenue for the quarter as compared to the same period last year.  A PCA increase on June 1, 2007, increased rates by an average of 14.5 percent, or $11.8 million.  In addition, a general rate increase of 5.2 percent became effective March 1, 2008, and increased general business revenue $0.6 million.

•        Increased net power supply costs (fuel and purchased power less off-system sales), net of the current PCA deferral decreased earnings by $17.7 million (including the effects of the LGAR described below) for the quarter as compared to the same period last year.  During the first quarter of 2008, IPC experienced poor hydroelectric generating conditions that have carried over from 2007.  IPC's hydroelectric generation decreased to 46 percent of total system generation for the quarter as compared to 51 percent in 2007.

•        The Load Growth Adjustment Rate (LGAR) mechanism, a component of the PCA, reduced earnings by $3.2 million.  Most of the impact came in January and February as base loads and the rate were reset in March in connection with the general rate case.

•        Bridger Coal Company's results in the first quarter were $1.6 million below last year, primarily due to difficulties with its underground longwall mining operations in January and February 2008.

•        Increased interest charges, primarily due to increases in long-term debt balances and variable interest rates, reduced earnings $1.7 million.

•        IFS earnings decreased $1.1 million for the quarter.  The reduction is primarily due to lower tax benefits from aging investments and lower earnings on variable rate instruments.

Non-GAAP Financial Measures
The following discussion includes financial information prepared in accordance with generally accepted accounting principles (GAAP), as well as one additional financial measure, electric utility margin, that is considered a "non-GAAP financial measure" under SEC rules.  Generally, a non-GAAP financial measure is a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated in accordance with GAAP.  The most directly comparable GAAP financial measure to electric utility margin is operating income.

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The presentation of electric utility margin is intended to supplement the information available to investors for evaluating IPC's operating performance.  When viewed in conjunction with IPC's operating income, electric utility margin provides a more complete understanding of the factors and trends affecting IPC's business, and users can assess which information best suits their needs.  However, this measure is not intended to replace operating income, or any other measure calculated in accordance with GAAP, as an indicator of operating performance.
IPC's management uses electric utility margin, in addition to GAAP measures, to determine whether IPC is collecting the appropriate amount of energy costs from its customers to allow recovery of operating costs.  Electric utility margin also provides both management and investors with a better understanding of the effects of regulatory mechanisms on IPC's operating income.  The primary limitation associated with this measure is that IPC's electric utility margin may not be comparable to other companies' electric utility margins.  However, management uses electric utility margin as an internal tool for evaluating and conducting the business, and is therefore unburdened by this limitation.

The calculations of IPC's electric utility margin are as follows:

				Three months ended
				March 31,
				2008		2007
General business revenue				$	167,313	$	137,251
PCA water deferral *					(5,965)		7,773
PCA amortization					(2,455)		3,203
		Total			158,893		148,227
Power supply costs:
	Off-system sales				33,363		57,838
	Purchased power				(45,299)		(50,817)
	Fuel				(37,237)		(30,913)
	PCA deferral net of PCA water deferral				26,164		10,560
		Total			(23,009)		(13,332)
Third party transmission expense					(497)		(799)
Other revenues (excluding Demand Side
	Management (DSM))				8,756		8,724
			Electric utility margin	$	144,143	$	142,820
Electric utility margin as a percentage of total
	general business revenue, PCA water deferral,
	and PCA amortization				91%		96%
* The PCA water deferral is the reversal of the forecasted difference between power supply costs embedded in base rates and
	expected power supply costs established for the one-year time period of April through March that is included in general
	business revenue.

The decline in electric utility margin as a percentage of total general business revenue, PCA water deferral and PCA amortization is a result of power supply costs increasing at a greater rate than general business revenue due to below normal hydroelectric generation.  The $15.5 million increase in the PCA deferral reflects the combined net positive deferral of the increased net power supply expenses and an increase in the negative impacts of the LGAR mechanism.

The following table reconciles electric utility margin to electric utility operating income (GAAP):

		Three months ended
		March 31,
		2008		2007
Electric utility margin		$	144,143	$	142,820
Other operations and maintenance
	(excluding third party transmission expense)		(68,430)		(67,028)
Depreciation			(25,750)		(25,290)
Taxes other than income taxes			(4,803)		(4,918)
	Operating income - electric utility (GAAP)	$	45,160	$	45,584

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Hydroelectric generating conditions
Below normal temperatures and winter precipitation resulted in below normal stream flow conditions that negatively impacted hydroelectric generation in the first quarter of 2008.  More gradual snowmelt, combined with below normal Snake River system reservoir carryover from last year, also reduced the overall water available for hydroelectric generation.  On May 7, 2008, the National Weather Service's Northwest River Forecast Center indicated that Brownlee reservoir inflow for April through July 2008 is expected to be 4.9 maf or 78 percent of average.  With current and forecasted stream flow conditions, IPC expects to generate between 6.0 and 8.0 million MWh from its hydroelectric facilities in 2008, compared to 6.2 million MWh in 2007.

Because of its reliance on hydroelectric generation, IPC's operations can be significantly affected by weather conditions.  The availability of hydroelectric power depends on the amount of snow pack in the mountains upstream of IPC's hydroelectric facilities, springtime snow pack run-off, rainfall and other weather and stream flow management considerations.  During low water years, when stream flows into IPC's hydroelectric projects are reduced, IPC's hydroelectric generation is reduced.  This results in less generation from IPC's resource portfolio (hydroelectric, coal-fired and gas-fired) available for off-system sales and, most likely, 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.

Capital requirements
IPC's 2008-2010 construction program and related expenditures are subject to on-going review and are revised to include changes in the expected timing of expenditures, load growth, construction costs, location of generation sources, transmission capacity, adequacy of rate recovery and environmental concerns.  As a result of this review, IPC has revised its planned 2008 capital expenditures and expects to spend between $270 and $290 million.

General rate case settlement
On February 28, 2008 the IPUC approved a settlement of IPC's general rate case filed in 2007.  New rates, effective March 1, 2008, increased IPC's annual revenue by $32.1 million or 5.2 percent.  The base rates for residential customers increased 4.7 percent, and the base rates for the other classes of customers increased 5.65 percent.

Power Cost Adjustment filing
On April 15, 2008, IPC filed its 2008-2009 PCA application with the IPUC with a requested effective date of June 1, 2008.  The filing indicates an increase of $89.0 million to the PCA component of customers' rates to a level that is $121.6 million above base rates based upon historical sharing percentages between customers and shareholders.

The PCA filing also contained a proposal to flow through to customers 100 percent of the deviation in power supply costs for the prospective year.  This is a one-year proposal that impacts the 2008 forecast component of the current PCA and its later true-up and would reduce IPC's requested rate increase to $87.2 million.  While the overall filing requests a rate increase, the forecast component is a customer benefit.  The $1.8 million reduction reflects an additional ten percent of the benefit being passed on to customers.

In addition, the IPUC ordered on April 14, 2008 that $16.4 million of proceeds, including interest, from the sales of SO₂ emission allowances in 2007 be applied to help offset the PCA deferral balances incurred during the 2007-2008 PCA year.  This order is not reflected in IPC's PCA filing, but it is expected to reduce the requested PCA increase to $70.8 million.

Danskin 1 Power Plant Application
On March 7, 2008, IPC filed an application with the IPUC requesting to recover the costs associated with the construction of its new natural gas-fired plant as discussed in "Regulatory Matters - Integrated Resource Plan - Peaking Resource."  The filing asks for a $9 million, or 1.4 percent, annual increase in revenue by June 1, 2008.  The IPUC is proceeding on this application under modified procedure and will take comments through May 13, 2008.

Water Management Issues
Power generation at the IPC hydroelectric power plants on the Snake River is dependent upon the state water rights held by IPC and the long-term sustainability of the Snake River, tributary spring flows and the Eastern Snake Plain Aquifer that is connected to the Snake River.  IPC continues to participate in water management issues in Idaho that may affect those water rights and resources.  This includes active participation in the Snake River Basin Adjudication, a judicial action initiated in 1987 to determine the nature and extent of water use in the Snake River basin, judicial and administrative proceedings relating to the conjunctive management of ground and surface water rights, and management and planning processes intended to reverse declining trends in river, spring, and aquifer levels and address the long-term water resource needs of the state.  On occasion, resolution of these water management issues involves litigation.  IPC is involved in legal actions regarding not only its water rights but also the water rights of others.  One such action, initiated in the Snake River Basin Adjudication, involves IPC's water rights at the Swan Falls project on the Snake River and several other upstream hydroelectric projects that are the subject of a 1984 agreement with the state of Idaho known as the Swan Falls Agreement.

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On April 18, 2008, the court issued a Memorandum Decision and Order on Cross-Motions for Summary Judgment upholding the Swan Falls Agreement.  Under the Swan Falls Agreement, water rights in excess of the minimum flows established by the agreement are held in trust by the State of Idaho for the use and benefit of IPC and the people of the State of Idaho.  Water above these minimum flows is available for subsequent consumptive beneficial uses that are approved in accordance with state law.  The court further held that to the extent that the state is not meeting the minimum flows or it is anticipated that the minimum flows will not be met, IPC's water rights that are held in trust are not available for subsequent appropriations and that any appropriations already in place may be subject to curtailment in order to meet the minimum flows.  The court found that it was not necessary to address the issue of mutual mistake of fact relating to the over-appropriation of the basin because it found that it was water rights that were the subject of the trust arrangement and not the water itself.  The court also stated that issues relating to water availability relate to the administration of water rights and should be addressed, as necessary, in an administrative action before the IDWR.

The court did not decide the issue of whether the Swan Falls Agreement subordinated IPC's water rights to groundwater recharge.  The court will hold a status conference in the near future to discuss how to proceed with respect to this issue.  IPC is unable to predict the outcome of the consolidated proceedings.

IPC also has initiated legal action against the U.S. Bureau of Reclamation (USBR) over the interpretation and effect of a 1923 contract with the USBR on the operation of the American Falls Reservoir and the release of water from that reservoir to be used at IPC's downstream hydroelectric projects.  Although IPC intends to continue vigorously defending its water rights and although none of the pending water management issues are expected to impact IPC's hydroelectric generation in the near term, IPC cannot predict the ultimate outcome of these matters or what effect they may have on its consolidated financial positions, results of operations or cash flows.  IPC's ongoing participation in such issues will help ensure that water remains available over the long-term for use at IPC's hydroelectric projects on the Snake River.

For a complete discussion of water management issues see "LEGAL AND ENVIRONMENTAL ISSUES - Environmental Issues - Idaho Water Management Issues."

RESULTS OF OPERATIONS:

This section of the MD&A takes a closer look at the significant factors that affected IDACORP's and IPC's earnings during the three months ended March 31, 2008.  In this analysis, the first quarter results for 2008 are compared to the same period in 2007.

The following table presents the earnings (losses) for IDACORP and its subsidiaries:

		Three months ended
		March 31,
		2008		2007
IPC - Utility operations		$	21,271		$	23,331
IDACORP Financial Services			801			1,862
Ida-West Energy			55			205
IDACORP Energy			(12)			(55)
Holding company			(399)			(763)
Discontinued operations			-			67
	Total earnings	$	21,716		$	24,647
Average common shares outstanding (diluted)			45,004		43,820
Diluted earnings per share		$	0.48		$	0.56

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Utility Operations

Operating environment:  IPC is one of the nation's few investor-owned utilities with a predominantly hydroelectric generating base.  Because of its reliance on hydroelectric generation, IPC's generation operations can be significantly affected by weather conditions.  The availability of hydroelectric power depends on the amount of snow pack in the mountains upstream of IPC's hydroelectric facilities, springtime snow pack run-off, river base flows, spring flows, rainfall and other weather and stream flow management considerations.  During low water years, when stream flows into IPC's hydroelectric projects are reduced, IPC's hydroelectric generation is reduced.  This results in less generation from IPC's resource portfolio (hydroelectric, coal-fired and gas-fired) available for off-system sales and, most likely, 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 net power supply costs.  During high water years, increased off-system sales and the decreased need for purchased power reduce net power supply costs.

Operations plans are developed during the year to guide generation resource utilization and energy market activities (off-system sales and power purchases).  The plans incorporate forecasts for generation unit availability, reservoir storage and stream flows, gas and coal prices, customer loads, energy market prices and other pertinent inputs.  Consideration is given to when to use IPC's available resources to meet forecast loads and when to transact in the wholesale energy market.  The allocation of hydroelectric generation between heavy-load and light-load hours or calendar periods is considered in the development of the operating plans.  This allocation is intended to utilize the flexibility of the hydroelectric system to shift generation to high value periods, while operating within the constraints imposed on the system.  IPC's energy risk management policy, unit operating requirements and other obligations provide the framework for the plans.

Hydroelectric generation for the January through March 2008 period was 10 percent below the same period in 2007 and 28 percent below the 30 year average due to a combination of more gradual snowmelt, below normal rainfall and below normal Snake River system reservoir carryover from last year.  Reservoir carry-over storage above Brownlee reservoir was near the record low due to below average April through July runoff in 2007 and near record low flows in the Snake River from several years of drought.

On May 7, 2008, the National Weather Service's Northwest River Forecast Center estimated that Brownlee reservoir inflow for April through July 2008 would be 4.9 million acre-feet (maf), or 78 percent of average, which would be up considerably from the 2007 April through July inflow of 2.8 maf, or 44 percent of average.  Storage in selected federal reservoirs upstream of Brownlee, as of April 13, 2008, was 86 percent of average.  With current and forecasted stream flow conditions, IPC expects to generate between 6.0 and 8.0 million MWh from its hydroelectric facilities in 2008, compared to 6.2 million MWh in 2007.

IPC's system load is dual peaking, with the larger peak demand occurring in the summer.  IPC's record system peak of 3,193 MW occurred on July 13, 2007.  The all-time winter peak demand is 2,464 MW set on January 24, 2008.  The previous hourly system winter peak of 2,459 MW was set in 1998.

The following table presents IPC's power supply for the three month period ended March 31:

		MWh
		Hydroelectric	Thermal	Total System	Purchased
		Generation	Generation	Generation	Power	Total
Three months ended:
	March 31, 2008	1,663	1,979	3,642	687	4,329
	March 31, 2007	1,846	1,747	3,593	975	4,568

IPC's modeled median annual hydroelectric generation is 8.5 million MWh, based on hydrologic conditions for the period 1928 through 2006 and adjusted to reflect the current level of water resource development.

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General business revenue:  The following table presents IPC's general business revenues, MWh sales, average number of customers and Boise, Idaho weather conditions for the three months ended March 31:

			Three months ended
			March 31,
			2008		2007
Revenue
	Residential		$	95,242	$	78,582
	Commercial			44,675		36,208
	Industrial			26,657		22,099
	Irrigation			739		362
		Total	$	167,313	$	137,251
MWh
	Residential			1,589		1,464
	Commercial			999		943
	Industrial			851		871
	Irrigation			11		5
		Total		3,450		3,283
Customers (average)
	Residential			401,156		394,464
	Commercial			62,952		60,747
	Industrial			121		126
	Irrigation			18,139		17,865
		Total		482,368		473,202
Heating degree-days				2,680		2,336
Precipitation (inches)				2.70		1.78

Heating and cooling degree-days are common measures used in the utility industry to analyze the demand for electricity and indicate when customers would use electricity for heating and air conditioning.  A degree-day measures how much the average daily 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.

General business revenue increased $30.1 million for the quarter, as compared to the same period in 2007.  This increase is primarily attributable to three factors:  1) the effects of rate changes for the current year, 2) increased customer usage, and 3) continued customer growth.

•         Rates:  Adjustments to rates had a $21.3 million positive impact on general business revenue for the quarter.  Rates were positively impacted by a PCA average rate increase of 14.5 percent effective June 1, 2007, and a general rate increase of 5.2 percent effective March 1, 2008.

•         Usage:  General business revenue increased $6.7 million for the quarter due to an increase in residential and commercial usage due to colder weather.

•         Customers:  Moderate growth in customer count in IPC's service territory increased revenue $2.1 million for the quarter as compared to the same period in 2007.

Off-system sales:  Off-system sales consist primarily of long-term sales contracts and opportunity sales of surplus system energy.  The following table presents IPC's off-system sales for the three months ended March 31:

	Three months ended
	March 31,
	2008		2007
Revenue	$	33,363	$	57,838
MWh sold		518		964
Revenue per MWh	$	64.41	$	59.97

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Poor stream flow conditions decreased hydroelectric generation and electricity available for surplus sales.  Total MWh sold in the first quarter of 2008 decreased 46 percent as compared to the same period last year, while the overall price per MWh increased seven percent.  More gradual snowmelt, below normal rainfall, and below normal Snake River system reservoir carryover from last year reduced the overall water available for hydroelectric generation.

Other revenues:  The following table presents the components of other revenues for the three months ended March 31:

		Three months ended
		March 31,
		2008		2007
Transmission services and property rental		$	9,512		$	9,268
DSM			3,364			2,115
Provision for rate refund			(756)			(544)
	Total	$	12,120		$	10,839

An IPUC order allows IPC to record DSM program expenditures as an operating expense with an offsetting amount recorded in other revenues, resulting in no net effect on earnings.  For the first quarter of 2008, IPC recorded $3.4 million related to DSM activities in other revenues, an increase of $1.2 million over same period last year, which reflects increased program expenditures.

The provision for rate refund is related to the Open Access Transmission Tariff discussed in "Regulatory Matters - Open Access Transmission Tariff (OATT)."

Purchased power:  The following table presents IPC's purchased power expenses and volumes for the three months ended March 31:

	Three months ended
	March 31,
	2008		2007
Purchased power expense	$	45,299		$	50,817
MWh purchased		687			975
Cost per MWh purchased	$	65.94		$	52.13

For the quarter, IPC experienced a price increase of 26 percent as compared to the same period last year, which was offset by a decrease in volume purchased of 29 percent.  The increase in prices was due to reduced regional generation caused by a combination of more gradual snowmelt, below normal rainfall and below normal Snake River system reservoir carryover from last year, and reduced overall water available for hydro generation.  The volume decrease for the quarter was the result of conforming to IPC's risk management policy, managing IPC's energy portfolio to meet customer load, and reacting to changes in market conditions to minimize net power supply costs.

Fuel expense:  The following table presents IPC's fuel expenses and generation at its thermal generating plants for the three months ended March 31:

		Three months ended
		March 31,
		2008	2007
Fuel expense	$	37,237	$	30,913
Thermal MWh generated		1,978		1,747
Cost per MWh	$	18.83	$	17.70

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The increase in fuel expense is due to a 13 percent increase in MWh volume for the quarter as compared to the same period last year.  The Jim Bridger and Valmy plants increased their volume 11 percent and 16 percent, respectively.  Gas usage at the Bennett Mountain and Danskin facilities also contributed to the increase; energy generation volumes at these plants more than tripled from 11,643 MWh to 40,913 MWh, increasing gas costs $1.7 million for the quarter.  Bennett Mountain and Danskin facilities use natural gas which is a higher priced resource than coal.

PCA:  PCA expense represents the effects of IPC's PCA regulatory mechanism and Oregon deferrals of net power supply costs, which are discussed in more detail below in "REGULATORY MATTERS - Deferred Net Power Supply Costs."

Weak hydroelectric generating conditions and lower surplus sales increased net power supply costs (fuel and purchased power less off-system sales) over the amounts in the annual PCA forecast.  This increase in net power supply costs resulted in the deferral of costs for recovery in subsequent rate years.  As the deferred costs are recovered in rates, the deferred balances are amortized.  In the first quarter of 2008, IPC amortized an under collection of the prior year balance.  In 2007, IPC amortized an over collection of the prior year balance.  The following table presents the components of PCA expense for the three months ended March 31:

		Three months ended
		March 31,
		2008			2007
Current year power supply cost deferral			$	(20,199)	$	(18,333)
Amortization of prior year authorized balances				2,455		(3,203)
	Total power cost adjustment		$	(17,744)	$	(21,536)

The 2007 general rate case, which became effective March 1, 2008, changed the monthly distribution of net power supply expenses by allocating significantly more power supply costs to the third quarter and less to the first and second quarters.  IPC has reserved $8.5 million against the first quarter PCA deferral because it is IPC's belief that the monthly distribution of net power supply expenses will ultimately take on a more moderate seasonal shape.  The reserve is not expected to have a material impact on annual results.  An IPUC decision related to the reserve should be made by the end of May 2008 and may reduce the amount of the June 1, 2008, PCA rate adjustment.

Other operations and maintenance expenses:  Other operations and maintenance expenses increased $1.1 million for the quarter as compared to 2007.  The increase was primarily attributable to an increase in overhead line expense of $1.1 million, an increase in outside services of $0.8 million, and an increase of $0.4 million due to restricted stock plan expenses.  The total increase was partially offset by a decrease of $2.8 million in thermal O&M.  At the Valmy plant, planned and unplanned outage costs of $1.8 million occurred in the first quarter of 2007.  In 2008, planned outages will not take place until the second quarter of 2008.  The Bridger plant expenses decreased $1.0 million due to incentive charges and diesel inventory start-up charges in 2007 that have not recurred in 2008.

Non-utility operations

IFS:  IFS' earnings decreased from $1.9 million in the first quarter of 2007 to $0.8 million in the first quarter of 2008, a decrease of $1.1 million.  IFS' income is derived principally from the generation of federal income tax credits and accelerated tax depreciation benefits related to its investments in affordable housing and historic rehabilitation developments.  IFS made $8.5 million in new investments and generated $4.0 million of tax credits in the first quarter of 2008.  IFS expects to make future investments in line with the ongoing needs of IDACORP.

Discontinued Operations:  On February 23, 2007, IDACORP sold all of the outstanding common stock of IDACOMM to American Fiber Systems, Inc.  In the second quarter of 2006, IDACORP management designated the operations of IDACOMM as assets held for sale, as defined by SFAS 144.  The operations of this entity are presented as discontinued operations in IDACORP's financial statements.  Discontinued operations had no impact on earnings in the first quarter of 2008.

Interest Expense

Interest charges increased $2.3 million, due primarily to a $3.5 million increase in interest on long-term debt related to increases in long-term debt balances and variable interest rates.  This increase was offset by a $0.5 million reduction in non-utility interest and a $0.4 million change in the allowance for funds used during construction.

 

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Income Taxes

In accordance with interim reporting requirements, IDACORP and IPC use an estimated annual effective tax rate for computing their provisions for income taxes.  IDACORP's effective rate on continuing operations for the three months ended March 31, 2008, was 20.5 percent, compared to 16.6 percent for the three months ended March 31, 2007.  IPC's effective tax rate for the three months ended March 31, 2008, was 32.5 percent, compared to 34.5 percent for the three months ended March 31, 2007.  The differences in estimated annual effective tax rates are primarily due to the decrease in pre-tax earnings at IDACORP and IPC, timing and amount of IPC's regulatory flow-through tax adjustments, and lower tax credits from IFS.

LIQUIDITY AND CAPITAL RESOURCES:

Operating cash flows
IDACORP's and IPC's operating cash flows for the three months ended March 31, 2008, were $21 million and $23 million, respectively.  IDACORP's operating cash flow remained approximately the same when compared to 2007 and IPC's operating cash flow increased approximately $2 million.

Investing cash flows
IDACORP's and IPC's investing cash outflows were $65 million and $58 million, respectively.  Utility construction at IPC accounted for substantially all of its cash outflows.  Additionally, IDACORP made an $8.5 million investment in affordable housing through its subsidiary, IFS.

Financing cash flows
IDACORP's and IPC's financing cash inflows were $44 million and $35 million, respectively.  Both amounts represent additional short-term borrowings, partially offset by dividends paid of $14 million.

Discontinued operations
Cash flows from discontinued operations are included with the cash flows from continuing operations in IDACORP's Consolidated Statements of Cash Flows.  The cash flows from discontinued operations have reduced net cash provided by operating activities and increased net cash used in investing activities, except for the cash received in February 2007 from the sale of IDACOMM.  The absence of cash flows from these discontinued operations has positively impacted liquidity and capital resources in periods subsequent to the sale.

Financing Programs
IDACORP's consolidated capital structure consisted of common equity of 46 percent and debt of 54 percent at March 31, 2008.

Shelf Registrations:  IDACORP currently has $629 million remaining on two shelf registration statements that can be used for the issuance of unsecured debt (including medium-term notes) and preferred or common stock.  IPC has in place a registration statement that can be used for the issuance of an aggregate principal amount of $350 million of first mortgage bonds (including medium-term notes) and unsecured debt.

On April 3, 2008, IPC entered into a Selling Agency Agreement with each of Banc of America Securities LLC, BNY Capital Markets, Inc., J.P. Morgan Securities Inc., KeyBanc Capital Markets Inc., Lazard Capital Markets LLC, Piper Jaffray & Co., RBC Capital Markets Corporation, SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC, Wedbush Morgan Securities Inc. and Wells Fargo Securities, LLC in connection with the issuance and sale by IPC from time to time of up to $350 million aggregate principal amount of First Mortgage Bonds, Secured Medium-Term Notes, Series H.

Credit facilities:  IDACORP's credit facility is a $100 million five-year credit agreement that terminates on April 25, 2012.  IDACORP's credit facility, which is used for general corporate purposes and commercial paper backup, provides for the issuance of loans and standby letters of credit not to exceed the aggregate principal amount of $100 million, including swingline loans in an aggregate principal amount at any time outstanding not to exceed $10 million.  IDACORP has the right to request an increase in the aggregate principal amount of the credit facility to $150 million and to request one-year extensions of the then existing termination date.  At March 31, 2008, no loans were outstanding on IDACORP's facility and $57 million of commercial paper was outstanding.  At May 7, 2008, $59 million of commercial paper was outstanding.

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IPC's credit facility is a $300 million five-year credit agreement that terminates on April 25, 2012.  IPC's credit facility, which is used for general corporate purposes and commercial paper backup, provides for the issuance of loans and standby letters of credit not to exceed the aggregate principal amount of $300 million, including swingline loans in an aggregate principal amount at any time outstanding not to exceed $30 million.  IPC has the right to request an increase in the aggregate principal amount of the credit facility to $450 million and to request one-year extensions of the then existing termination date.  At March 31, 2008, no loans were outstanding on IPC's facility and $186 million of commercial paper was outstanding.  At May 7, 2008, $201 million of commercial paper was outstanding.

IDACORP's credit facility and IPC's credit facility both contain covenants requiring each company to maintain 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 March 31, 2008, the leverage ratios for IDACORP and IPC were both 54 percent.  At March 31, 2008, IDACORP was in compliance with all other covenants of its credit facility and IPC was in compliance with all other covenants of its credit facility.

Term Loan Credit Agreement:  IPC entered into a $170 million Term Loan Credit Agreement, dated as of April 1, 2008, with JPMorgan Chase Bank, N.A., as administrative agent and lender, and Bank of America, N.A., Union Bank of California, N.A. and Wachovia Bank, N.A., as lenders.  The Term Loan Credit Agreement provided for the issuance of term loans by the lenders to IPC on April 1, 2008, in an aggregate principal amount of $170 million.  The loans are due on March 31, 2009.  The loans may be prepaid but may not be reborrowed.

IPC used the proceeds to effect a mandatory purchase on April 3, 2008, of the pollution control bonds (as discussed below in "Pollution Control Revenue Refunding Bonds"), and to pay interest, fees and expenses incurred in connection with the Pollution Control Bonds and/or the Term Loan Credit Agreement.

IPC has regulatory authority to incur up to $450 million of short-term indebtedness.

Pollution Control Revenue Refunding Bonds:  On April 3, 2008, IPC made a mandatory purchase of the $49.8 million Humboldt County, Nevada Pollution Control Revenue Refunding Bonds (Idaho Power Company Project) Series 2003 and the $116.3 million Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (Idaho Power Company Project) Series 2006 (together, the Pollution Control Bonds).  IPC initiated this transaction in order to adjust the interest rate period of the pollution control bonds from an auction interest rate period to a weekly interest rate period, effective April 3, 2008.  This change was made to mitigate the higher-than-anticipated interest costs in the auction mode.  IPC is the current holder of the bonds, but expects to remarket the bonds to investors before March 31, 2009.

Contractual obligations
There have been no material changes in contractual obligations, outside of the ordinary course of business, since December 31, 2007.

Credit ratings
On March 24, 2008, Fitch announced that it revised its rating outlook to negative from stable for IDACORP and IPC, while affirming the existing ratings for both companies.  Fitch affirmed its BBB Issuer Default Rating (IDR) on IDACORP and IPC, its F2 short-term IDR rating on IDACORP and IPC, it's A- rating on IPC's senior secured debt, its BBB+ rating on IPC's senior unsecured debt and its F2 ratings on IDACORP's and IPC's commercial paper.

Fitch stated that the outlook revision primarily reflects weakening underlying credit metrics due to IPC's inability under its power cost adjustment mechanism to fully recover higher thermal generation production and purchase power costs in rates.  Fitch also cited below normal water conditions in six of the last seven years and the appearance that 2008 could extend that trend.  Fitch stated that this dynamic in concert with a relatively large capital investment program and timing differences between when those costs are incurred and reflected in rates appear likely to result in earnings, cash flow and credit metrics more consistent with low "BBB" creditworthiness.

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Access to capital markets at a reasonable cost is determined in large part by credit quality.  The following table outlines the current S&P, Moody's and Fitch ratings of IDACORP's and IPC's securities:

	S&P		Moody's		Fitch
	IPC	IDACORP	IPC	IDACORP	IPC	IDACORP
Corporate Credit Rating	BBB	BBB	Baa 1	Baa 2	None	None
Senior Secured Debt	A-	None	A3	None	A-	None
Senior Unsecured Debt	BBB-	BBB-	Baa 1	Baa 2	BBB+	BBB
	(prelim)	(prelim)
Short-Term Tax-Exempt Debt	BBB-/A-2	None	Baa 1/	None	None	None
			VMIG-2
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	Negative	Negative

These security ratings reflect the views of the rating 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 should be evaluated independently of any other rating.

Capital requirements
IDACORP's internal cash generation after dividends is expected to provide less than the full amount of total capital requirements for 2008 through 2010, where capital requirements are defined as utility construction expenditures, excluding Allowance for Funds Used During Construction, plus other regulated and non-regulated investments.  This excludes mandatory or optional principal payments on debt obligations.  As discussed in IDACORP's Annual Report on Form 10-K for the year ended December 31, 2007, IDACORP may fund capital requirements with a combination of internally generated funds, the use of revolving credit facilities and the issuance of long-term debt and equity.

REGULATORY MATTERS:

Idaho General Rate Cases
On March 28, 2008, IPC filed a notice of intent with the IPUC to file a general rate case on or after June 1, 2008.  The notice of intent provides IPC with a 60-day window, beginning June 1, 2008, in which it is permitted to file a new general rate case.

On June 8, 2007, IPC filed an application with the IPUC in order to begin recovery of its capital investments and higher operating costs.  IPC filed its case based upon a 2007 forecast test year, a first for IPC in the Idaho jurisdiction.  IPC filed a settlement stipulation with the IPUC on January 23, 2008, that included an average annual increase of 5.2 percent (approximately $32.1 million annually).  On February 28, 2008, the IPUC approved the stipulation as filed.  New rates were effective March 1, 2008.  The base rates for residential customers increased by 4.7 percent, and the base rates for the other classes of customers increased by 5.65 percent.  Neither an overall rate of return nor a return on equity was specified in the settlement.  The currently authorized rate of return remains at 8.1 percent.

The parties to the proceeding also agreed in the settlement to make a good faith effort to develop a mechanism to adjust or replace the current LGAR of $29.41 per MWh.  As an interim solution, the parties have agreed to use the LGAR of $62.79 per MWh recommended by the IPUC Staff on December 10, 2007, but to apply it to only 50 percent of the load growth beginning in March 2008.

The parties also agreed to participate in a good faith discussion regarding a forecast test year methodology that balances the auditing concerns of the IPUC Staff and intervenors with IPC's need for timely rate relief.

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On March 12, 2008, IPC, the IPUC Staff, and other parties to the recent general rate case conducted a workshop to discuss the appropriate approach to the development of a forecast test year.  IPC described a method that would start with historical, regulatory-adjusted financial information that could be audited by the IPUC Staff and others.  That information would be escalated under prescribed methods into the forecast test year for revenues, expenses and rate base.  IPC would support the historical information, the adjustments, and the escalation methods as part of its general rate case filing.  The parties to the workshop expressed general agreement to this approach and also agreed that no further workshops would be necessary.  IPC will develop a 2008 test year using this method in anticipation of a general rate case filing later this year.

Danskin 1 Power Plant Application:  On March 7, 2008, IPC filed an application with the IPUC requesting to recover the costs associated with the construction of its new natural gas-fired plant as discussed below in "Integrated Resource Plan - Peaking Resource."  The filing asks for a $9 million, or 1.4 percent, annual increase in revenue, by June 1, 2008.  The IPUC is proceeding on this application under modified procedure and will take comments through May 13, 2008.

Deferred Net Power Supply Costs
The following table presents the balances of deferred net power supply costs:

		March 31,		December 31,
		2008		2007
Idaho PCA current year:
	Deferral for the 2008-2009 rate year *	$	107,160	$	85,732
Idaho PCA true-up awaiting recovery:
	Authorized in May 2007		4,862		6,591
Oregon deferral:
	2001 costs		2,402		2,993
	2006 costs		2,148		2,107
	Total deferral	$	116,572	$	97,423
* The 2008-2009 PCA deferral balance is reduced by $17 million of emission allowance sales in 2007.

Idaho:  IPC has a PCA mechanism that provides for annual adjustments to the rates charged to its Idaho retail customers.  The PCA tracks IPC's actual net power supply costs (fuel and purchased power less off-system sales) and compares these amounts to net power supply costs currently being recovered in retail rates.

The annual adjustments are based on two components:

1)       A forecast component, based on a forecast of net power supply costs in the coming year as compared to net power supply costs in base rates; and

2)       A true-up component, based on the difference between the previous year's actual net power supply costs and the previous year's forecast.  This component also includes a balancing mechanism so that, over time, the actual collection or refund of authorized true-up dollars matches the amounts authorized.  The true-up component is calculated monthly, and interest is applied to the balance.

The PCA mechanism provides that for both the forecast and the true-up components, 90 percent of deviations in power supply costs are to be reflected in IPC's rates.

On April 15, 2008, IPC filed its 2008-2009 PCA application with the IPUC with a requested effective date of June 1, 2008.  The filing indicated an increase of $89.0 million to the PCA component of customers' rates to a level that is $121.6 million above base rates based upon historical sharing percentages between customers and shareholders.

The PCA filing also contained a proposal to flow through to customers 100 percent of the deviation in power supply costs for the prospective year.  This is a one-year proposal that impacts the 2008 forecast component of the current PCA and its later true-up and would reduce IPC's requested rate increase to $87.2 million.  While the overall filing requests a rate increase, the forecast component is a customer benefit.  The $1.8 million reduction reflects an additional ten percent of the benefit being passed on to customers.  The PCA mechanism provides for sharing of benefits and costs at a ratio of 90 percent to customers and ten percent to shareholders.  IPC requested this deviation from the customary sharing percentage for two reasons:

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1)       Approximately 62 average MW of energy from PURPA wind projects that IPC had expected to receive in 2008 will not be available because the associated projects requested extensions of their on-line dates.  IPC recovers 100 percent of power purchases from PURPA projects but will need to replace this energy with market purchases; and
2) Pursuant to IPC's risk management policy, which was established in accordance with IPUC-approved risk management guidelines, IPC had committed to net purchases of nearly $51 million at the time of the PCA filing.  Under the current sharing methodology, IPC will only recover 90 percent of these known costs.  Because of the prescriptive nature of this risk management activity, IPC believes that 100 percent customer sharing is appropriate.

These anticipated cost increases would be included in the true-up component of IPC's 2009 PCA filing.

As discussed below in "Emission Allowances," the IPUC ordered on April 14, 2008 that $16.4 million of proceeds, including interest, from the sales of SO₂ emission allowances in 2007 be applied to help offset the PCA deferral balances incurred during the 2007-2008 PCA year.  This order is not reflected in IPC's PCA filing, but it is expected to reduce the requested PCA increase to $70.8 million.

On May 31, 2007, the IPUC approved IPC's 2007-2008 PCA filing.  The filing increased the PCA component of customers' rates from the then-existing level, which was $46.8 million below base rates, to a level that is $30.7 million above those base rates.  This $77.5 million increase was net of $69.1 million of proceeds from sales of excess SO₂ emission allowances.  The new rates became effective June 1, 2007.

Idaho Load Growth Adjustment Rate (LGAR):  On January 9, 2007, the IPUC issued an order resetting IPC's LGAR to $29.41 per MWh, effective April 1, 2007.  The LGAR subtracts the cost of serving additional Idaho retail load from the net power supply costs IPC is allowed to include in its PCA.  The order revised the LGAR from the original rate of $16.84 per MWh set when the PCA began in 1993.  This amount was established as the projected additional variable energy costs attributable to load growth and was subtracted from each year's PCA expense.  IPC had requested the use of the embedded cost of serving new load and a rate of $6.81 per MWh, but the IPUC in its order determined to use the projected marginal cost, which resulted in the higher LGAR.  The LGAR is reset during a general rate case.

As discussed above in "Idaho General Rate Case," the IPUC-approved settlement stipulation reset the LGAR to $62.79 per MWh, but applies that rate to only 50 percent of the load growth beginning in March 2008.  In the 2007 general rate, IPC filed normalized firm base load of 15.6 million MWh as compared with 14.8 million MWh in the 2005 general rate case.  Because the LGAR is reset in general rate cases, IPC expects to update its filed base load on a more frequent basis during periods of high load growth and will update it in its 2008 general rate case.

Emission Allowances: During 2007, IPC sold 35,000 SO₂ emission allowances for a total of $19.6 million.  The sales proceeds to be allocated to the Idaho jurisdiction are approximately $18.5 million.  On April 14, 2008, the IPUC ordered that $16.4 million of these proceeds, including interest, be used to help offset the PCA true-up balances from the 2007-2008 PCA.  The order also provided that $0.5 million may be used to fund an energy education program.

In 2005 and early 2006, IPC sold 78,000 SO₂ emission allowances for a total of $81.6 million.  The sales proceeds allocated to the Idaho jurisdiction were approximately $76.8 million.  On May 12, 2006, the IPUC approved a stipulation that allowed IPC to retain ten percent as a shareholder benefit with the remaining 90 percent plus a carrying charge recorded as a customer benefit.  This customer benefit was used to partially offset the PCA true-up balance and is reflected in PCA rates in effect during the June 1, 2007, through May 31, 2008, PCA rate year.

The bulk of IPC's accumulated excess emission allowances were sold during the 2005-2007 period.  IPC has approximately 18,000 excess emission allowances currently and anticipates realizing a similar amount annually into the near future.  Tighter emission restrictions are expected in the long term which may cause IPC to use more emission allowances for its own requirements and reduce the annual amount of excess emission allowances.

Oregon: On April 30, 2007, IPC filed for an accounting order with the OPUC to defer net power supply costs for the period from May 1, 2007, through April 30, 2008, in anticipation of higher than "normal" power supply expenses.  In the Oregon general rate case, "normal" power supply expenses were set at a negative number (meaning that under normal water conditions IPC should be able to sell enough surplus energy to pay for all fuel and purchased power expenses and still have revenue left over to offset other costs).  IPC requested authorization to defer an estimated $5.7 million, which is Oregon's jurisdictional share of the excess power supply costs.  IPC also requested that it earn its Oregon authorized rate of return on the deferred balance and recover the amount through rates in future years, as approved by the OPUC.  IPC is awaiting an order from the OPUC.

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On April 28, 2006, IPC filed for an accounting order with the OPUC to defer net power supply costs for the period of May 1, 2006, through April 30, 2007.  IPC requested authorization to defer an estimated $3.3 million, which is Oregon's jurisdictional share of the excess power supply costs.  IPC also requested that it earn its Oregon authorized rate of return on the deferred balance and recover the amount through rates in future years, as approved by the OPUC.  A settlement agreement was reached on the deferral application with the OPUC Staff and the Citizens' Utility Board in the amount of $2 million.  The parties also agreed that IPC would file an application for an Oregon PCA mechanism.  The settlement stipulation was approved by the OPUC on December 13, 2007.

The timing of future recovery of Oregon power supply cost deferrals is subject to an Oregon statute that specifically limits rate amortizations of deferred costs to six percent per year.  IPC is currently amortizing through rates power supply costs associated with the western energy situation of 2001.  Full recovery of the 2001 deferral is not expected until 2009.  The 2006-2007 and the 2007-2008 deferrals would have to be amortized sequentially following the full recovery of the 2001 deferral.

Oregon Power Cost Adjustment Mechanism (PCAM)
On August 17, 2007, IPC filed an application with the OPUC requesting the approval of a power cost adjustment mechanism similar to the Idaho PCA.  The PCAM will allow IPC to recover excess net power supply costs or distribute benefits to customers in a more timely fashion than through the existing deferral process.  The PCAM differs from the Idaho PCA in that it reestablishes the base net power supply costs annually.  In Idaho, the base net power supply costs are set by a general rate case.  Settlement conferences were held and the interested parties reached an agreement.  A joint stipulation was filed with the OPUC on March 14, 2008.  The OPUC approved the stipulation on April 28, 2008.

In connection with this proceeding, on March 24, 2008, IPC submitted testimony to the OPUC to revise its previous calculation of its April 2008 through March 2009 net power supply costs (October Update) to conform to the methodology agreed to by the parties in the PCAM stipulation.  IPC also submitted the second part of the mechanism (March Forecast), reflecting expected hydro conditions and forward prices for the April 2008 through March 2009 period.  The expected power supply costs of $150 million represent an increase of approximately $23 million over the October Update.

If approved, the power supply cost update submitted by IPC, which comprises both the October Update and the March Forecast, would result in a $4.8 million, or 15.69 percent, increase in Oregon revenues.  New rates are expected to be effective on June 1, 2008.

Fixed Cost Adjustment Mechanism (FCA)
On March 12, 2007, the IPUC approved the implementation of a FCA mechanism pilot program.  The FCA is a rate mechanism designed to remove a utility's disincentive to invest in energy efficiency programs.  The FCA separates (or decouples) the recovery of fixed costs from the variable kilowatt-hour charge and, instead, links it to a set amount per customer.  If IPC under-collects its fixed costs per customer as a result of reduced electrical use, it can collect the difference through a surcharge.  If IPC over-collects its authorized fixed costs, customers are refunded through a credit.  The FCA is only applicable to residential and small commercial customers.  The pilot program began retroactively on January 1, 2007, and will run through 2009, with the first rate adjustment to occur on June 1, 2008, and subsequent rate adjustments to occur on June 1 of each year thereafter during the term of the pilot program.

On March 14, 2008, IPC filed an application requesting a $2.4 million rate reduction under the FCA pilot program for expenses incurred in 2007.  The application is currently pending with the IPUC.  IPC accrued $0.9 million of FCA expense in the first quarter of 2008.

Idaho Energy Efficiency Rider
On March 14, 2008, IPC filed an application with the IPUC requesting an increase to its Energy Efficiency Rider (Rider).  The Rider is the chief funding mechanism for IPC's investment in conservation, energy efficiency, and demand response programs.  IPC proposed an increase from 1.5 percent of base revenues to 2.5 percent, or about $17 million, effective June 1, 2008.  The application also seeks authorization to eliminate the current funding caps for residential and irrigation customers resulting in more equitable cost recovery between customer classes.  IPC is also seeking authorization to utilize Rider funding to support customer programs aimed at the installation of small-scale renewable energy projects.

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Idaho Depreciation Filing
On April 1, 2008, IPC filed an application with the IPUC for revised depreciation rates to be applied prospectively to depreciable plant in service.  If approved, the requested rates would result in an annual reduction of depreciation expense of $6.7 million ($6.2 million allocated to Idaho) based upon December 31, 2006, depreciable plant in service.  IPC is awaiting an accounting order from the IPUC.

Idaho Pension Expense Order
In the 2003 Idaho general rate case, the IPUC disallowed recovery of pension expense because there were no current cash contributions being made to the plan.  On March 20, 2007, IPC requested that the IPUC clarify that IPC can consider future cash contributions made to the pension plan a recoverable cost of service.  On June 1, 2007, the IPUC issued an order authorizing IPC to account for its defined benefit pension expense on a cash basis, and to defer and account for pension expense under SFAS 87, "Employers' Accounting for Pensions," as a regulatory asset.  The IPUC acknowledged that it is appropriate for IPC to seek recovery in its revenue requirement of reasonable and prudently incurred pension expense based on actual cash contributions.  The regulatory asset created by this order is expected to be amortized to expense to match the revenues received when future pension contributions are recovered through rates.  The deferral of pension expense did not begin until $4.1 million of past contributions still recorded on the balance sheet at December 31, 2006, were expensed.  For 2007, approximately $2.8 million was deferred to a regulatory asset beginning in the third quarter.  In the first quarter of 2008, $2.0 million of pension expense was deferred.  IPC did not request a carrying charge to be applied to the deferral of the accrued SFAS 87 expense.

Revised Statement of Policy and Code of Conduct
On April 21, 2008, the IPUC approved IPC's Revised Statement of Policy and Code of Conduct covering transactions between IPC and subsidiaries of IDACORP.  The Code of Conduct is designed to prescribe conduct between IPC and an affiliate, avoid issues of self-dealing and provide a framework to determine if cost recovery for affiliate transactions should be included in rates.

FERC Investigation
On March 28, 2007, the FERC advised IPC that the FERC was commencing a preliminary, non-public investigation into the pricing and availability of transmission capacity into and out of IPC's IPCO point of delivery and transactions related to that transmission capacity during the period January 1, 2003, to present.  Subsequently, the FERC made two data requests in connection with this investigation.  IPC responded to those data requests between June and August 2007.  At IPC's request, IPC representatives met with FERC personnel on October 18, 2007, to discuss several data responses that IPC had previously provided.  In follow-up to that meeting, IPC had further discussions with and submitted additional materials to the FERC staff.  In April 2008, the FERC advised IPC that it was no longer pursuing the investigation.

Open Access Transmission Tariff (OATT)
On March 24, 2006, IPC submitted a revised OATT filing with the FERC requesting an increase in transmission rates.  In the filing IPC proposed to move from a fixed rate to a formula rate, which allows for transmission rates to be updated each year based on FERC Form 1 data.  The formula rate request included a rate of return on equity of 11.25 percent.  Effective June 1, 2006, the FERC accepted rates for IPC amounting to an annual revenue increase of $11 million based upon 2004 test year data.  The rates were accepted subject to refund pending the outcome of the hearing and settlement process.

On August 8, 2007, the FERC approved a settlement agreement by the parties on all issues except the treatment of contracts for transmission service that contain their own terms, conditions and rates and that were in existence before the implementation of OATT in 1996 (Legacy Agreements).  This settlement reduced the estimated annual revenue increase to approximately $8.2 million based on 2004 test year data.  Approximately $1.7 million collected in excess of these new rates between June 1, 2006, and July 31, 2007, was refunded with interest to customers in August 2007.

On August 31, 2007, the FERC Presiding Administrative Law Judge (ALJ) issued an initial decision (Initial Decision) with respect to the treatment of the Legacy Agreements.  If the Initial Decision is implemented, IPC estimates that it would reduce the estimated annual revenue increase (based on 2004 test year data) to approximately $6.8 million.

IPC has appealed the Initial Decision to the FERC.  However, if the Initial Decision is implemented, IPC would make additional refunds, including interest, of approximately $3.2 million for the June 1, 2006, through March 31, 2008, period.  IPC has reserved this entire amount.  IPC expects to pursue recovery of amounts not received pursuant to a final order in this proceeding through additional proceedings at the FERC or through the state ratemaking process.  IPC is awaiting a final FERC order.

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Regional Transmission Organization (RTO) costs: On April 30, 2008, the FERC issued an order amending the OATT formula rate to recover $0.3 million of RTO formation costs deferred by IPC.  The new rates will be effective May 1, 2008, and will allow IPC to recover the FERC-jurisdictional portion of deferred RTO costs over five years.  The deferred amount will be added to rate base and amortized over five years.  The impact on the OATT rate is an increase from $19.31 per kW-year to $19.73 per kW-year, or 2.2 percent.

Transmission Projects
The transmission projects discussed below will be used both by wholesale transmission customers and to serve native load consistent with IPC's OATT.  These facilities will be subject to both the FERC and state public utility commission regulation and rate-making policies.

Gateway West Project:  IPC and PacifiCorp are jointly exploring the Gateway West Project to build two 500-kV lines between the Jim Bridger plant in Wyoming and Boise.  The lines would be designed to increase electrical transmission capacity across southern Idaho in response to increasing customer demand and growth, along with other transmission service requests.  The regional planning report has been submitted to the Western Electricity Coordinating Council (WECC) for review as part of the ratings process.  A review team has been established from members of the WECC to analyze the impact of the project on the existing system.  When the study is complete, necessary modifications will be made to the engineering design and the final rating will be obtained prior to the beginning of construction.  Planning and project management personnel for both companies have begun the initial phases of this project.  IPC and PacifiCorp have a cost sharing agreement for expenses associated with the analysis work of the initial phases.  It is expected that the majority of the project would be completed between 2012 and 2014 depending on the timing of rights-of-way acquisition, siting and permitting, and construction sequencing.  If the project is constructed, IPC estimates that its share of project costs would be between $800 million and $1.2 billion.

Hemingway-Boardman Line:  Consistent with the 2006 IRP and requirements and requests of other transmission customers, IPC is exploring alternatives for the construction of a 500-kV line between southwestern Idaho and the Northwest.  If built, this line could be in service as early as 2012.  Several electric utilities, including IPC, have proposed development of a transmission station near Boardman, Oregon which would serve as the northwest terminal of the project.  The Idaho terminal would be the proposed Hemingway Station located in the vicinity of Melba and Murphy, Idaho on the south side of the Snake River near Boise.  IPC and a number of other utilities with proposed regional transmission projects in the Northwest have signed a letter agreeing to coordinate technical studies, which have begun.  The regional planning report has been submitted to the WECC for review as part of the ratings process.  Other planning and project management activities are underway.  IPC has received inquiries about participating in this project from other parties.

Integrated Resource Plan
IPC' s 2006 IRP previewed IPC's load and resource situation for the next twenty years, analyzed potential supply-side and demand-side options and identified near-term and long-term actions.  IPC intends to provide an update on the status of the 2006 IRP to both the IPUC and OPUC no later than June 2008 and to file a new IRP in June 2009.  IPC continually evaluates the resource plan and adjusts it to reflect changes in technology, economic conditions, anticipated resource development and regulatory requirements.  Several items from the 2006 IRP have been updated, including:

Peaking Resource:  The Danskin 1 plant, a simple cycle combustion turbine near Mountain Home, Idaho, began commercial operations on March 11, 2008.  The combustion turbine can provide approximately 166 MW of capacity during summer load peaks and up to 200 MW during the winter.

Geothermal Agreement:  On January 9, 2008, the IPUC approved a power purchase agreement for 13 MW (nameplate generation) from the Raft River Geothermal Power Plant Unit #1 located in southern Idaho.  This project began operating in October 2007.  Contract negotiations for the remaining 32.5 MW will take place over the next several months and will include an additional unit at the Raft River site and two units at the Neal Hot Springs site located in eastern Oregon.  The remaining 32.5 MW is not expected to meet the 2009 on-line date identified in the 2006 IRP.

Geothermal RFP:  On January 22, 2008, IPC released an RFP for 50 to 100 MW of geothermal energy.  While additional geothermal resources were not included in the 2006 IRP for this time frame, the development of PURPA wind and combined heat and power projects has been slower than anticipated.  If competitively priced geothermal resources are available, they may help to meet future resource needs.  Proposals were received on March 14, 2008, and are currently being evaluated.

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Combined Heat and Power (CHP) RFP:  The 2006 IRP included 50 MW of CHP coming on-line in 2010.  CHP development at customers' facilities has not progressed as anticipated in the 2006 IRP.  Since CHP development has been less than anticipated, IPC may release an RFP in late 2008.

2012 Baseload RFP:  In light of the decision to no longer pursue a conventional coal resource in 2013 as identified in the 2006 IRP, on April 1, 2008 IPC issued an RFP for 250 to 600 MW of dispatchable, physically delivered firm or unit contingent energy to be acquired under power purchase agreements or tolling agreements.  A tolling agreement is an arrangement where one party owns, operates and maintains the generating facility and the other party provides fuel, pays capacity charges and receives the contracted output from the project including energy, capacity and ancillary services.  The timing of this addition was also accelerated to 2012 to meet forecast deficits not anticipated in the 2006 IRP.  The RFP's range in quantity from 250 to 600 MW reflects uncertainty regarding the amount of potential new customer load that will actually materialize IPC expects to reach a final decision on RFP quantity in June 2008.  IPC intends to submit a self-build proposal for a combined-cycle combustion turbine which will serve as a benchmark in the evaluation process.  Proposals are due by October 17, 2008.

Relicensing of Hydroelectric Projects
The section below summarizes and provides an update of relicensing projects as discussed in IDACORP's and IPC's Annual Report on Form 10-K for the year ended December 31, 2007.

IPC, like other utilities that operate non-federal hydroelectric projects on qualified waterways, obtains licenses for its hydroelectric projects from the FERC.  These licenses last for 30 to 50 years depending on the size, complexity, and cost of the project.  IPC is actively pursuing the relicensing of the Hells Canyon Complex (HCC) and Swan Falls projects.

The relicensing costs are recorded and held 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 $98 million and $4 million for HCC and Swan Falls, respectively, were included in construction work in progress at March 31, 2008.

Hells Canyon Complex:  The most significant ongoing relicensing effort is the HCC, which provides approximately two-thirds of IPC's hydroelectric generating capacity and 40 percent of its total generating capacity.  In July 2003, IPC filed an application for a new license in anticipation of the July 2005 expiration of the then existing license.  IPC is currently operating under an annual license issued by the FERC and expects to continue operating under annual licenses until the new license is issued.

Consistent with the requirements of The National Environmental Policy Act of 1969, as amended (NEPA), the FERC Staff prepared and issued on August 31, 2007, a final environmental impact statement (EIS) for the HCC, which the FERC will use to determine whether, and under what conditions, to issue a new license for the project.  The purpose of the final EIS is to inform the FERC, the federal and state agencies, Native American tribes and the public about the environmental effects of IPC's proposed operation of the HCC.  IPC is continuing to review the final EIS and expects to file comments on the final EIS with the FERC in 2008.

In conjunction with the issuance of the final EIS, on September 13, 2007, the FERC requested formal consultation under the Endangered Species Act (ESA) with the National Marine Fisheries Service (NMFS) and the U.S. Fish and Wildlife Service (USFWS) regarding the effect of HCC relicensing on several aquatic and terrestrial species listed as threatened under the ESA.  However, formal consultation has not yet been initiated and NMFS and USFWS continue to gather and consider information relative to the effect of relicensing on relevant species.  IPC continues to cooperate with the USFWS, the NMFS, and the FERC in an effort to address ESA concerns

On January 31, 2007, IPC filed Water Quality Certification Applications, under section 401 of the Clean Water Act (CWA), with the States of Oregon and Idaho.  Because the HCC is located on the Snake River where it forms the border between Idaho and Oregon, section 401 of the CWA requires that each state certify that any discharge from the project complies with applicable state water quality standards.  IPC filed supplemental information to the applications on February 1, 2008.  IPC continues to work with the ODEQ and the IDEQ to ensure that state water quality standards will be met at the HCC so that the project can be appropriately certified.

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The FERC is expected to issue a license order for the HCC once the ESA consultation and the section 401 certification processes are completed.

Swan Falls Project:  The license for the Swan Falls hydroelectric project expires in June 2010.  On September 21, 2007, IPC submitted its draft license application to the FERC for public review and comment.  The draft contains project-specific information and the results of environmental studies designed to determine project effects.  Comments were received from the agencies and one Native American tribe and on February 19, 2008 a joint meeting was held to address the comments and attempt to resolve areas of disagreement over study results and proposed mitigation measures.  IPC expects to file a final license application with the FERC in June 2008.

Shoshone Falls Expansion:  On August 17, 2006, IPC filed a license amendment application with the FERC, which would allow IPC to upgrade the Shoshone Falls project from 12.5 MW to 62.5 MW.  The license amendment is expected to be issued in 2008.

In conjunction with the license amendment application, IPC has filed a water rights application which is currently being reviewed by the IDWR.

LEGAL AND ENVIRONMENTAL ISSUES:

Legal and Other Proceedings
From time to time IDACORP and IPC are parties to legal claims, actions and complaints in addition to those discussed below.  Although they will vigorously defend against them, they are unable to predict with certainty whether or not they will ultimately be successful.  However, based on the companies' evaluation, they believe that the resolution of these matters, taking into account existing reserves, will not have a material adverse effect on IDACORP's or IPC's consolidated financial positions, results of operations or cash flows.

Reference is made to IDACORP's and IPC's Annual Report on Form 10-K for the year ended December 31, 2007, for a discussion of all material pending legal proceedings to which IDACORP and IPC and their subsidiaries are parties.  The following discussion provides a summary of material developments that occurred in those proceedings during the period covered by this report and of any new material proceedings instituted during the period covered by this report.

Wah Chang:  Wah Chang's appeal to the U.S. Court of Appeals for the Ninth Circuit (Ninth Circuit) of the February 11, 2005, dismissal of the case by the Honorable Robert H. Whaley, sitting by designation in the U.S. District Court for the Southern District of California, was fully briefed and oral argument was held on April 10, 2007.  On November 20, 2007, the Ninth Circuit affirmed the dismissal.  On December 10, 2007, Wah Chang filed Petitions for Rehearing and Rehearing En Banc with the U.S. Court of Appeals for the Ninth Circuit, which were denied January 15, 2008.  Because Wah Chang did not file a petition for certiorari to seek Supreme Court review by the expiration date of April 14, 2008, this matter is now concluded.

Western Energy Proceedings at the FERC:
California Refund:  In April 2001, the FERC issued an order stating that it was establishing a price mitigation plan for sales in the California wholesale electricity market.  That plan included the potential for orders directing electricity sellers into California from October 2, 2000, through June 20, 2001, to refund the portions of their spot market sales prices if the FERC determined that those prices were not just and reasonable.  On July 25, 2001, the FERC issued an order initiating the California Refund proceeding including evidentiary hearings to determine the scope and methodology for determining refunds.  On February 17, 2006, IE and IPC jointly filed with the California Parties (Pacific Gas & Electric Company, San Diego Gas & Electric Company, Southern California Edison, the California Public Utilities Commission, the California Electricity Oversight Board, the California Department of Water Resources and the California Attorney General) an Offer of Settlement at the FERC.  A number of other parties, representing substantially less than the majority of potential refund claims, chose to opt out of the settlement.  After consideration of comments, the FERC approved the Offer of Settlement on May 22, 2006.

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On February 3, 2004, the FERC directed the California Independent System Operator (Cal ISO) to provide status reports with respect to its progress in calculating refunds, fuel and emissions allowance offsets to refunds and interest.  The process of performing the calculations has engaged the Cal ISO for more than four years.  On March 18, 2008, the Cal ISO published its Fortieth Status Report and on March 25, 2008, it released the interest calculations it had completed as a result of revising market clearing prices as directed by the FERC.  In its Fortieth Status Report, the Cal ISO stated its intention to consider interest and cost allocation questions for parties that had FERC-approved settlements when it had completed the basic calculation of interest for revised market clearing prices.  A date has not yet been set for this aspect of the Cal ISO's calculations.

While the refund proceedings were pending before the FERC, the California Attorney General filed a complaint with the FERC against sellers in the wholesale power market, including IE and IPC, alleging that the FERC's market-based rate requirements violate the Federal Power Act (FPA), and, even if the market-based rate requirements were valid, that the quarterly transaction reports filed by sellers did not contain the transaction-specific information mandated by the FPA and the FERC.  The complaint sought refunds for an expanded time when compared to the basic refund proceeding.  The FERC dismissed the complaint but on September 9, 2004, the Ninth Circuit concluded that although market-based tariffs are permissible under the FPA, the matter should be remanded to the FERC to consider whether the FERC should exercise remedial power (including some form of refunds) when a market participant failed to submit reports.  On December 28, 2006, a number of sellers filed a certiorari petition to the U.S. Supreme Court.  The Supreme Court declined to grant certiorari and the matter has now been remanded to the FERC.  The settlement IE and IPC reached with the California Parties that was approved by the FERC on May 22, 2006 anticipated the possibility of the outcome of the appeals discussed above and resolved the settling parties' claims in the event of the expansion of all of the refund proceedings as the Ninth Circuit ordered.

On March 21, 2008, the FERC issued an order responding to the remand by Ninth Circuit.  The FERC's order established hearing procedures to permit wholesale purchasers that made short-term market-based rate purchases through the Cal ISO and the California Power Exchange (CalPX), as well as those making spot market purchases of energy through the California Energy Resources Scheduling Division of the California Department of Water Resources from January 1, 2000 to October 1, 2000, to (i) present evidence that any seller that violated the quarterly reporting requirement failed to disclose an increased market share sufficient to give it the ability to exercise market power and thus caused its market-based rates to be unjust and unreasonable and (ii) permit sellers to present evidence to the contrary.  Before formal hearing procedures commenced, the FERC directed that the matter be presented to a settlement judge to attempt to settle individual cases.  The FERC's March 21, 2008 order expands the field of those who may present evidence in the case from the original complaint of the California Attorney General and also is more restrictive in terms of what must be proven to establish a case.  On April 7, 2008, IE and IPC joined with a number of other parties that already had settled this proceeding with the California Attorney General and the other California Parties requesting that they be dismissed from the case.  The California Attorney General and the other California Parties indicated their agreement to the dismissal.  On April 15, 2008, the FERC issued an order dismissing parties that already had settled, including IE and IPC, from these remanded proceedings.  If rehearing is sought and the FERC reverses the dismissal, IE and IPC intend to vigorously defend themselves, but are unable to predict the outcome of this matter.

On June 21, 2006, the Port of Seattle, Washington filed a request for rehearing of the FERC order approving the IE and IPC/California Parties settlement.  On October 5, 2006, the FERC denied the Port of Seattle's request for rehearing and on October 24, 2006, the Port of Seattle petitioned the Ninth Circuit for review of the FERC orders approving the settlement.  On October 25, 2007, the Ninth Circuit lifted the stay as to the Port of Seattle's appeal along with two other cases with which the Port of Seattle's petition remains consolidated and severed the three cases from the remainder of the consolidated cases.  Port of Seattle withdrew its petition for review in one of the three consolidated cases and filed its initial brief on February 29, 2008.  Final briefs are due at the end of August 2008.  A date for argument has not been set.  IE and IPC are unable to predict when or how the Ninth Circuit might rule on these consolidated petitions for review.

Market Manipulation:  As part of the California and Pacific Northwest Refund proceedings the FERC issued an order permitting discovery and the submission of evidence regarding market manipulation by sellers during the western energy crisis of 2000 and 2001.  On June 25, 2003, the FERC ordered 50 entities that participated in the western wholesale power markets between January 1, 2000 and June 20, 2001, including IPC, to show cause why certain trading practices did not constitute gaming or anomalous market behavior ("partnership") in violation of the Cal ISO and CalPX Tariffs.  On October 16, 2003, IE and IPC reached agreement with the FERC Staff on two orders commonly referred to as the "gaming" and "partnership" show cause orders.  The FERC staff submitted a motion to the FERC to dismiss the "partnership" proceeding, which was approved by the FERC in an order issued on January 23, 2004.  The "gaming" settlement was approved by the FERC on March 4, 2004.

Some parties have sought review of what they claim are the excessively narrow or excessively broad scope of the show cause orders, and the Ninth Circuit has consolidated those claims with the other matters and is holding them in abeyance.  The Port of Seattle is the only party to appeal the orders of the FERC approving the gaming settlement.  IPC is not able to predict when the appeal will be considered or the outcome of the judicial determination of these issues.

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Pacific Northwest Refund:  On July 25, 2001, the FERC issued an order establishing another 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.  A FERC Administrative Law Judge submitted recommendations and findings to the FERC on September 24, 2001, concluding that prices should be governed by the Mobile-Sierra standard of the public interest rather than the just and reasonable standard, that the Pacific Northwest spot markets were competitive and the refunds should not be allowed.  On December 19, 2002, the FERC reopened the proceeding to allow the submission of additional evidence related to alleged manipulation of the power market by market participants.  Parties alleging market manipulation were to submit their claims to the FERC and responses were due on March 20, 2003.  On June 25, 2003, the FERC terminated the proceeding and declined to order refunds.  Multiple parties filed petitions for review in the Ninth Circuit.  On August 24, 2007, the Ninth Circuit issued an opinion in the appeal, 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 submitted by the petitioners for the period January 1, 2000 to June 21, 2001 would have altered the agency's conclusions about refunds and directed the FERC to include sales to the California Department of Water Resources proceeding.  A number of parties have sought rehearing of the Ninth Circuit's decision.  Grays Harbor terminated its participation in the case when Grays Harbor and IPC reached a settlement.  IE and IPC are unable to predict when the Ninth Circuit will rule on the requests for rehearing or the outcome of these matters.

In separate western energy proceedings, the Ninth Circuit issued two decisions on December 19, 2006, regarding the FERC's decision not to require repricing of certain long-term contracts.  Those cases originated with individual complaints against specified sellers which did not include IE or IPC.  The Ninth Circuit remanded to the FERC for additional consideration the agency's use of restrictive standards of contract review.  In its decisions, the Ninth Circuit also questioned the validity of the FERC's administration of its market-based rate regime.  The U.S. Supreme Court has granted certiorari in one of the cases, which has been briefed and argued before the Court.  IE and IPC are unable to predict how the Supreme Court will rule, how the FERC might respond to any such decision or how any such decision might affect the outcome of the Pacific Northwest proceeding.

There are pending in the Ninth Circuit approximately 200 petitions for review of numerous FERC orders regarding the western energy matters of 2000 and 2001, including the California refund proceeding, the structure and content of the FERC's market-based rate regime, show cause orders with respect to contentions of market manipulation, and the Pacific Northwest proceedings.  Decisions in any one of these appeals may have implications with respect to other pending cases, including those to which IDACORP, IPC or IE are parties.  IDACORP, IPC and IE are unable to predict the outcome of any of these petitions for review.

Sierra Club Lawsuit-Bridger:  In February 2007, the Sierra Club and the Wyoming Outdoor Council filed a complaint against PacifiCorp in U.S. District Court for the District of Wyoming alleging violations of air quality opacity standards at the Jim Bridger coal-fired plant (Plant) in Sweetwater County, Wyoming.  Opacity is an indication of the amount of light obscured in the flue gas of a power plant.  A formal answer to the complaint was filed by PacifiCorp on April 2, 2007, in which PacifiCorp denied almost all of the allegations and asserted a number of affirmative defenses.  IPC is 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.  The complaint alleges thousands of opacity permit limit violations by PacifiCorp and seeks a declaration that PacifiCorp has violated opacity limits, a permanent injunction ordering PacifiCorp to comply with such limits, civil penalties of up to $32,500 per day per violation and the plaintiff's costs of litigation, including reasonable attorney fees.

Discovery in the matter was completed on October 15, 2007.  Also in October 2007, the plaintiffs and defendant filed cross-motions for summary judgment on the alleged opacity permit status of this matter.  The court has still not yet ruled on these motions.  On March 13, 2008, the Court canceled the original trial date of April 21, 2008, but did not schedule a new trial date.  IPC continues to monitor the status of this matter but is unable to predict the outcome of this matter or estimate the impact it may have on the consolidated financial position, results of operations or cash flows.

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Sierra Club Notice of Intent to File Suit - Boardman:  On January 15, 2008, the Oregon Chapter of the Sierra Club, the Northwest Environmental Defense Center, Friends of the Columbia Gorge, Columbia Riverkeeper, and Hells Canyon Preservation Council (collectively, Sierra Club) provided a 60-day notice to Portland General Electric Company (PGE) of intent to file suit.  Sierra Club alleges violations of opacity standards at the Boardman coal-fired power plant located in Morrow County, Oregon of which IPC owns ten percent.  PGE owns 65 percent and is the operator of the plant.  Sierra Club further alleges 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 60-day notice period expired on March 15, 2008, but the Sierra Club has not yet commenced litigation.  Sierra Club alleges thousands of opacity permit limit violations by PGE from and before 2003, and claims that it will seek a declaration that PGE has violated opacity limits, a permanent injunction ordering PGE to comply with such limits, and civil penalties of up to $32,500 per day per violation.  IPC intends to monitor the status of this matter but is unable to predict its outcome or what effect this matter may have on the consolidated financial position, results of operations or cash flows.

Other Legal Proceedings:  IDACORP, IPC and/or IE are involved in lawsuits and legal proceedings in addition to those discussed above and in Note 6 to IDACORP's and IPC's Consolidated Financial Statements.  Resolution of any of these matters will take time and the companies cannot predict the outcome of any of these proceedings.  The companies believe that their reserves are adequate for these matters.

Environmental Issues
The section below summarizes and provides an update of environmental issues as discussed in IDACORP's and IPC's Annual Report on Form 10-K for the year ended December 31, 2007.

Idaho Water Management Issues:  From 2000 through 2005, and throughout 2007 and the first quarter of 2008, below normal precipitation and stream flows have exacerbated a developing water shortage in Idaho, manifested by a number of water issues including declining Snake River base flows and declining levels in the Eastern Snake Plain Aquifer (ESPA), a large underground aquifer that has been estimated to hold between 200 - 300 maf of water.  These issues are of interest to IPC because of their potential impacts on generation at IPC's hydroelectric projects.

As a result of declines in river flows, in 2003 several surface water users filed delivery calls with the Idaho Department of Water Resources (IDWR), demanding that it manage ground water withdrawals pursuant to the prior appropriation doctrine of "first in time is first in right" and curtail junior ground water rights that are depleting the aquifer and affecting flows to senior surface water rights.  These delivery calls have resulted in several administrative actions before the IDWR to enforce senior water rights as well as judicial actions before the state court challenging the constitutionality of state regulations used by the IDWR to conjunctively administer ground and surface water rights.  Because IPC holds water rights that are dependent on the Snake River, spring flows and the overall condition of the ESPA, IPC continues to participate in these actions, as necessary, to protect its water rights.

IPC, together with other interested water users and state interests, also continues to explore and encourage the development of a long-term management plan that will protect the ESPA and the Snake River from further depletion.  On February 14, 2007, the Idaho Water Resource Board (IWRB) presented the framework for an ESPA management plan to the Idaho Legislature recommending the development of a Comprehensive Aquifer Management Plan (CAMP).  The proposed goal of the CAMP is to sustain the economic viability and social and environmental health of the ESPA by adaptively managing a balance between water use and supplies.  The IWRB estimates that the development of the CAMP will take 16 months.  Through House Concurrent Resolution 28 and House Bill 320, the 2007 Idaho Legislature appropriated funds and directed the IWRB to proceed with the development of the CAMP.  Pursuant to the IWRB recommendation in the CAMP Framework, an advisory committee has been established to make recommendations to the IWRB on the development of the CAMP.  IPC sits on the CAMP advisory committee and will be working with the IWRB on the development of the CAMP.

IPC is also 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 IPC.  The initiation of the SRBA resulted from the Swan Falls Agreement, an agreement entered into by IPC and the Governor and Attorney General of Idaho in October 1984 to resolve litigation relating to IPC's water rights at its Swan Falls project.  IPC has filed claims to its water rights for hydropower and other uses in the SRBA.  Other water users in the basin have also filed claims to water rights.  Parties to the SRBA may file objections to water right claims that adversely affect or injure their claimed water rights and the Idaho District Court for the Fifth Judicial District, which has jurisdiction over SRBA matters, then adjudicates the claims and objections and enters a decree defining a party's water rights.  IPC has filed claims for all of its hydropower water rights in the SRBA, is actively protecting those water rights and is objecting to claims that may potentially injure or affect those water rights.  One such claim involves a notice of claim of ownership filed on December 22, 2006, by the State of Idaho, for a portion of the water rights held by IPC that are subject to the Swan Falls Agreement.

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On May 10, 2007, in order to protect its claims and the availability of water for power purposes at its facilities, and in response to the claim of ownership filed by the state, IPC filed a complaint and petition for declaratory and injunctive relief regarding the status and nature of IPC's water rights and the respective rights and responsibilities of the parties under the Swan Falls Agreement.  The complaint was filed in the Idaho District Court for the Fifth Judicial District, the court with jurisdiction over the SRBA, against the State of Idaho, the Governor, the Attorney General, the IDWR and the Director of the IDWR.

In conjunction with the filing of the complaint and petition, IPC filed motions with the court to stay all pending proceedings involving the water rights of IPC and to consolidate those proceedings into a single action where all issues relating to the Swan Falls Agreement can be determined.

IPC alleged in the complaint, among other things, that contrary to the parties' belief at the time the Swan Falls Agreement was entered into in 1984, the Snake River basin above Swan Falls was over-appropriated and as a consequence there was not in 1984, and there currently is not, water available for new upstream uses over and above the minimum flows established by the Swan Falls Agreement; that because of this mutual mistake of fact relating to the over-appropriation of the basin, the Swan Falls Agreement should be reformed; that the state's December 22, 2006, claim of ownership to IPC's water rights should be denied; and that the Swan Falls Agreement did not subordinate IPC's water rights to aquifer recharge.

On May 30, 2007, the state filed motions to dismiss IPC's complaint and petition.  These motions were briefed and, together with IPC's motions to stay and consolidate the proceedings, were argued before the court on June 25, 2007.

On July 23, 2007, the court issued an order granting in part and denying in part the state's motion to dismiss, consolidating the issues into a consolidated subcase before the court, providing for discovery during the objection period, and setting a scheduling conference for December 18, 2007.  In its order, the court denied the majority of the state's motion to dismiss, refusing to dismiss the complaint and finding that the court has jurisdiction to hear and determine virtually all the issues raised by IPC's complaint that relate to IPC's water rights and the effect of the Swan Falls Agreement upon those water rights.  This includes the issues of ownership, whether IPC's water rights are subordinated to recharge and how those water rights are to be administered relative to other water rights on the same or connected resources.  The court did find that by virtue of a state statute the IDWR, and its director, could not be parties to the SRBA and therefore stayed IPC's claims against the IDWR and its director pending resolution of the issues to be litigated in the SRBA, or until further order of the court.

Consistent with IPC's motion to consolidate and stay proceedings, the court consolidated all of the issues associated with IPC's water rights before the court and stayed that proceeding to allow other parties that may be affected by the litigation to file responses or intervene in the consolidated proceedings by December 5, 2007.  On December 18, 2007, the court held a status and scheduling conference in the consolidated proceedings.  Subsequently, the court issued a scheduling order on December 20, 2007, with a trial scheduled to begin on February 2, 2009.  In January 2008, the State of Idaho and IPC filed cross motions for summary judgment on issues in the case.  These motions were briefed and oral argument before the court was held on the motions on February 21, 2008.

On April 18, 2008, the court issued a Memorandum Decision and Order on Cross-Motions for Summary Judgment upholding the Swan Falls Agreement.  Under the Swan Falls Agreement, water rights in excess of the minimum flows established by the agreement are held in trust by the State of Idaho for the use and benefit of IPC and the people of the State of Idaho.  Water above these minimum flows is available for subsequent consumptive beneficial uses that are approved in accordance with state law.  The court further held that to the extent that the state is not meeting the minimum flows or it is anticipated that the minimum flows will not be met, IPC's water rights that are held in trust are not available for subsequent appropriations and that any appropriations already in place may be subject to curtailment in order to meet the minimum flows.  The court found that it was not necessary to address the issue of mutual mistake of fact relating to the over-appropriation of the basin because it found that it was water rights that were the subject of the trust arrangement and not the water itself.  The court also stated that issues relating to water availability relate to the administration of water rights and should be addressed, as necessary, in an administrative action before the ID WR.

The court did not decide the issue of whether the Swan Falls Agreement subordinated IPC's water rights to groundwater recharge.  The court will hold a status conference in the near future to discuss how to proceed with respect to this issue.  IPC is unable to predict the outcome of the consolidated proceedings.

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IPC has also filed two actions in federal court against the United States Bureau of Reclamation to enforce a contract right for delivery of water to its hydropower projects on the Snake River.  In 1923, IPC and the United States entered into a contract that facilitated the development of the American Falls Reservoir by the U.S. on the Snake River in southeast Idaho.  This 1923 contract entitles IPC to 45,000 acre-feet of primary storage capacity in the reservoir and 255,000 acre-feet of secondary storage that was to be available to IPC between October 1 of any year and June 10 of the following year as necessary to maintain specified flows at IPC's Twin Falls power plant below Milner Dam.  IPC believes that the U.S. has failed to deliver this secondary storage, at the specified flows, since 2001.  As a result, on October 15, 2007, IPC filed an action in the U.S. District Court of Federal Claims in Washington, D.C. to recover damages from the U.S. for the lost generation resulting from the reduced flows.  On October 15, 2007, IPC filed a second action in the United States District Court for the District of Idaho in Boise, Idaho, to compel the U.S. to manage American Falls Reservoir and the Snake River federal reservoir system to ensure that IPC's contract right to secondary storage is fulfilled in the future.  The U.S. Bureau of Reclamation filed answers in each of these cases on February 15, 2008.  On March 4, 2008, the U.S. District Court for the District of Idaho entered a preliminary scheduling order, setting that case for trial on December 15, 2009.  The action in the U.S. District Court of Federal Claims has not yet been set for trial.  IPC is unable to predict the outcome of this litigation.

Air Quality Issues
IPC owns two natural gas combustion turbine power plants and co-owns three coal-fired power plants that are subject to air quality regulation.  The natural gas-fired plants, Danskin and Bennett Mountain, are located in Idaho.  The coal-fired plants are: Jim Bridger (33 percent interest) located in Wyoming; Boardman (ten percent interest) located in Oregon; and North Valmy (50 percent interest) located in Nevada.  The Clean Air Act establishes controls on the emissions from stationary sources like those owned by IPC.  The Environmental Protection Agency (EPA) adopts many of the standards and regulations under the Clean Air Act, while states have the primary responsibility for implementation and administration of these air quality programs.  IPC continues to actively monitor, evaluate and work on air quality issues pertaining to the Clean Air Mercury Rule (CAMR), possible legislative amendment of the Clean Air Act, emerging greenhouse gas programs at the federal, regional and state levels,  New Source Review permitting, National Ambient Air Quality Standards (NAAQS), and Regional Haze - Best Available Retrofit Technology (RH BART).  Low nitrogen oxide (NO_x) burner technology and mercury continuous emission monitoring systems (mercury CEMS) installations are progressing at all three coal-fired power plants.

National Ambient Air Quality Standards:  In March 2008, the EPA promulgated a final regulation which revised the 8-hour ozone NAAQS.  For the primary (health-based) standard, the EPA lowered the standard from 0.08 parts per million (ppm) to 0.075 ppm.  Under the EPA's final rule, states must make recommendations to the EPA by March 2009 for areas to be designated attainment, nonattainment and unclassifiable.  It is possible that parties could challenge the EPA's decision.  The impact of the new standard will not be known until data is collected, analyzed, and released to the public and the associated regulatory programs are promulgated and implemented.

Clean Air Mercury Rule:  The CAMR, issued by the EPA on March 15, 2005, limits mercury emissions from new and existing coal-fired power plants and creates a market-based cap-and-trade program that will permanently cap utility mercury emissions.  On February 8, 2008, the U.S. Court of Appeals for the D.C. Circuit vacated the CAMR and remanded it back to the EPA for reconsideration consistent with the court's interpretation of the Clean Air Act.  On March 24, 2008, the EPA petitioned the U.S. Court of Appeals for the D.C. Circuit to reconsider its decision to overturn the CAMR.  The impact of the court's decision will not be known until the judicial appeals process has been completed or until such time as the EPA develops a new regulation in response.  It is possible that the D.C. Circuit's decision to remand the CAMR back to the EPA for reconsideration could result in changes to mercury rules or regulations adopted by the states in which IPC has partial ownership interests in coal-fired power plants.  At this time, however, it is uncertain how state mercury rules or requirements might be affected and any resulting impacts to IPC.

Regional Haze - Best Available Retrofit Technology:  In accordance with federal regional haze rules, the Wyoming Department of Environmental Quality and the Oregon Department of Environmental Quality are conducting an assessment of emission sources pursuant to a RH BART process.  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 and Boardman plants.  The two units at the North Valmy plant were constructed after 1977 and are not subject to the federal regional haze rule.  IPC continues to monitor RH BART processes at the Jim Bridger and Boardman plants.

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Greenhouse Gases: IPC continues to monitor and evaluate the possible adoption of national, regional, or state greenhouse gas (GHG) regulations and judicial decisions that would affect electric utilities.  Such regulations could increase IPC's capital expenditures and operating costs and reduce earnings and cash flows.  At the national level, numerous GHG bills were introduced in the U.S. Senate and House of Representatives during 2006 and 2007, including America's Climate Security Act of 2007 (S. 2191), which now awaits Senate floor action.  The bill would impose an economy-wide cap on GHG emissions to reduce emissions 70 percent from 2005 levels by 2050.  However, debate continues in Congress on the direction and scope of U.S. policy on regulation of GHGs.

The states of Arizona, California, New Mexico, Oregon, Utah and Washington, along with the provinces of British Columbia and Manitoba, Canada, have formed the Western Regional Climate Action Initiative (WCI).  On August 22, 2007, the WCI partners released their regional goal to collectively reduce GHGs 15 percent below 2005 levels by 2020.  The WCI partners have agreed to design a regional market-based multi-sector mechanism, such as a load-based or deliverer-based cap and trade program applicable to the electricity generation industry, to help achieve the goal.  The type of regulatory program that the WCI plans to use to achieve reductions from the electricity generation industry is expected to be released in August 2008.  The states of Idaho, Nevada and Wyoming have not joined the WCI.  It is possible that these and other states in which IPC owns or operates fossil fuel-fired electricity generation facilities or sells electricity into could join the WCI in the future.

In April 2007, the U.S. Supreme Court issued its decision in Massachusetts v. Environmental Protection Agency, a case involving the EPA's authority to regulate carbon dioxide emissions from motor vehicles under the Clean Air Act.  The decision, combined with stimulus from state, regional and federal legislative and regulatory initiatives, judicial decisions and other factors may lead to a determination by the EPA to regulate carbon dioxide emissions from stationary sources, including electricity generators.  On March 27, 2008, the EPA announced that it would issue an advanced notice of proposed rulemaking (ANPR) to solicit public input on whether GHG emissions should be regulated from stationary sources.  The ANPR is expected to be released in the spring of 2008.  On April 2, 2008, Attorneys General from 17 states filed suit in the U.S. Court of Appeals for the D.C. Circuit requesting the court to require the EPA to rule within 60 days on whether carbon dioxide is a danger to public health or welfare and, therefore, subject to regulation under the Clean Air Act.  While the majority of current national, regional and state initiatives regarding GHG emissions contemplate market-based compliance programs, a determination by the EPA to regulate GHG emissions under the Clean Air Act 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.  IPC will continue to monitor developments with respect to the possible regulation of GHG emissions from stationary sources under the Clean Air Act.

During 2007, IPC's carbon dioxide emissions from IPC's electric power generation facilities during 2007 were approximately 7.8 million tons, or 1,153 lbs/MWh (adjusted to reflect IPC's partial ownership in the Jim Bridger, Boardman and North Valmy facilities).  At this time, IPC is unable to estimate the costs of compliance with potential national, regional or state GHG emissions reductions legislation or initiatives because these proposals are in the early stages of development and any final regulation, if adopted, could vary from current proposals.  The actual impact of future regulation of GHG emissions on IPC's financial performance will depend on a number of factors, including but not limited to: (1) the geographic scope of any legislation or regulation (e.g., federal, regional, state); (2) the enactment date of the legislation or regulation and the compliance deadlines; (3) the type of any legislation or regulation (e.g., cap-and-trade, carbon tax, GHG emission limits); (4) the level of GHG reductions required and the year selected as a baseline for determining the amount or percentage of mandated GHG reductions; (5) the extent to which market-based compliance options are available; in any cap-and-trade program; (6) the extent to which a facility would be entitled to receive GHG emissions allowances without having to purchase them in an auction or on the open market and the price and availability of offsets in the secondary market and (7) the availability and cost of carbon control technology.

Climate Change:  IPC intends to continue to add renewable resources to its resource portfolio and will continue to monitor the climate change debate, current climate change research, and recently enacted as well as proposed legislation to identify the potential impacts of global climate change on all aspects of its business.  Long-term climate change could significantly affect IPC's business in a variety of ways, including but not limited to the following: (a) extreme weather events and changes in temperature, precipitation and snow pack conditions could affect customer demand and the amount and timing of hydroelectric generation and increase service interruptions, outages and operations and maintenance costs; and (b) legislative and/or regulatory developments related to climate change could affect plans and operations in various ways including placing restrictions on the construction of new generation resources, the expansion of existing resources, or the operation of generation resources in general.  IPC cannot, however, quantify the potential impact of global climate change on its business at this time.

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Renewable Portfolio Standards: Legislation to adopt a national renewable portfolio standard (RPS) has been introduced into but not yet adopted by Congress.  IPC expects debate to continue on a national RPS and anticipates new developments in 2008.  IPC is not currently subject to state RPS.  It is possible that Idaho and other states in which IPC operates or sells power into could adopt RPS initiatives.  IPC will continue to monitor RPS developments but cannot, at this time, predict the impacts of state and federal RPS legislation on its business.

OTHER MATTERS:

Southwest Intertie Project
IPC began developing the Southwest Intertie Project (SWIP) in 1988.  IPC's investment consists predominantly of a federal permit for a specific transmission corridor in Nevada and Idaho and also private rights-of-way in Idaho.  The SWIP rights-of-way extend from Midpoint substation in south-central Idaho through eastern Nevada to the Dry Lake area northeast of Las Vegas, Nevada.  In 2004 the Bureau of Land Management granted a five-year extension to begin construction of a proposed 500kV transmission line within the rights-of-way before December 2009.  On March 31, 2005, IPC entered into an agreement with White Pine Energy Associates, LLC (White Pine), an affiliate of LS Power Development, LLC, that gave White Pine a three-year exclusive option to purchase the SWIP rights-of-way from IPC.  The option could be exercised in part or as a whole.

On March 28, 2008, Great Basin Transmission, LLC (Great Basin), as successor in interest to White Pine, exercised its option to purchase the southern portion of the SWIP rights-of-way from IPC.  This sale is expected to close during the second quarter of 2008, subject to customary closing conditions, and is expected to result in a net pre-tax gain to IPC of approximately $3 million.  IPC and Great Basin also extended the term for exercise of the option on the northern portion of the SWIP rights-of-way from March 31, 2008, to December 31, 2008.

Critical Accounting Policies and Estimates
IDACORP's and IPC'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 IPC 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 IPC 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 IPC, based on their ongoing reviews, make adjustments when facts and circumstances dictate.

IDACORP's and IPC's critical accounting policies are reviewed by the Audit Committee of the Board of Directors.  These policies are discussed in more detail in the Annual Report on Form 10-K for the year ended December 31, 2007, and have not changed materially from that discussion.

Adopted Accounting Pronouncements
SFAS 157: IDACORP and IPC partially adopted the provisions of SFAS 157 "Fair Value Measurements" (SFAS 157) on January 1, 2008.  SFAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements.  FASB Staff Position 157-2 (FSP 157-2) delayed the implementation of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The delay is intended to allow the FASB and constituents additional time to consider the effect of various implementation issues that have arisen, or that may arise, from the application of SFAS 157.  In accordance with FSP 157-2, IPC did not apply the provisions of SFAS 157 to asset retirement obligations.  The adoption of SFAS 157 did not have a material effect on IDACORP's or IPC's financial statements.

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SFAS 159: IDACORP and IPC adopted the provisions of SFAS  159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement  115" (SFAS 159) on January 1, 2008.  SFAS 159 permits an entity to choose to measure many financial instruments and certain other items at fair value.  Most of the provisions in SFAS 159 are elective; however, the amendment to SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities," applies to all entities with available-for-sale and trading securities.  IDACORP and IPC did not elect the fair value option for any existing eligible items, thus the adoption of SFAS 159 did not have a material effect on IDACORP's or IPC's financial statements.

FSP FIN 39-1: IDACORP and IPC adopted FASB Staff Position FIN 39-1 (FSP FIN 39-1), "Amendment of FASB Interpretation No. 39" (FIN 39) on January 1, 2008.  FSP FIN 39-1 modifies FIN 39, "Offsetting of Amounts Related to Certain Contracts," and permits reporting entities to offset receivables or payables recognized upon payment or receipt of cash collateral against fair value amounts recognized for derivative instruments that have been offset under a master netting arrangement.  IDACORP and IPC have elected to offset these positions, which resulted in an immaterial net decrease to total assets and liabilities at March 31, 2008.

EITF Issue No. 06-11:  IDACORP and IPC adopted Emerging Issues Task Force Issue No. 06-11, "Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards" (EITF 06-11) on January 1, 2008.  EITF 06-11 requires income tax benefits from dividends or dividend equivalents that are charged to retained earnings and are paid to employees for equity classified awards and outstanding equity share options to be recognized as an increase in additional paid-in capital and to be included in the pool of excess tax benefits available to absorb potential future tax deficiencies on share-based payment awards.  The adoption of EITF 06-11 did not have a material impact on IDACORP's or IPC's financial statements.

New Accounting Pronouncements
See Note 1 to IDACORP's and IPC's Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

IDACORP and IPC 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 March 31, 2008.

Interest Rate Risk
IDACORP and IPC manage interest expense and short- and long-term liquidity through a combination of fixed rate and variable rate debt.  Generally, the amount of each type of debt is managed through market issuance, but interest rate swap and cap agreements with highly rated financial institutions may be used to achieve the desired combination.

Variable Rate Debt:  As of March 31, 2008, IDACORP and IPC had $430 million and $374 million, respectively, in floating rate debt, net of temporary investments.  Assuming no change in either company's financial structure, if variable interest rates were to average one percentage point higher than the average rate on March 31, 2008, interest expense for the year ending December 31, 2008, would increase and pre-tax earnings would decrease by approximately $4.3 million for IDACORP and $3.7 million for IPC.

Fixed Rate Debt:  As of March 31, 2008, IDACORP and IPC had outstanding fixed rate debt of $980 million and $955 million, respectively.  The fair market value of this debt was $952 million and $925 million, respectively.  These instruments are fixed rate, and therefore do not expose IDACORP or IPC to a loss in earnings due to changes in market interest rates.  However, the fair value of these instruments would increase by approximately $89 million for IDACORP and $88 million for IPC if interest rates were to decline by one percentage point from their March 31, 2008 levels.

Commodity Price Risk
Utility:  IPC's commodity price risk has not changed materially from that reported in the Annual Report on Form 10-K for the year ended December 31, 2007.  In a limited manner, IPC also utilizes financial energy instruments in addition to physical forward power transactions for the purpose of mitigating price risk related to securing adequate energy to meet utility load requirements in accordance with IPC's Risk Management Policy.  This practice falls within the parameters of IPC's Risk Management Policy and these instruments are not used for trading purposes.  These financial instruments are used in essentially the same manner as forward transactions to mitigate price risk but are considered derivative instruments under SFAS 133 and are therefore reported at fair value in IDACORP's and IPC's financial statements.  Because of the PCA mechanism, IPC records the changes in fair value of derivative instruments related to power supply as regulatory assets or liabilities.

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Credit Risk
Utility:  IPC's credit risk has not changed materially from that reported in the Annual Report on Form 10-K for the year ended December 31, 2007.

Equity Price Risk
IDACORP's and IPC's equity price risk has not changed materially from that reported in the Annual Report on Form 10-K for the year ended December 31, 2007.

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 March 31, 2008, have concluded that IDACORP's disclosure controls and procedures are effective.

IPC:
The Chief Executive Officer and the Chief Financial Officer of IPC, based on their evaluation of IPC's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of March 31, 2008, have concluded that IPC's disclosure controls and procedures are effective.

Changes in internal control over financial reporting:

There have been no changes in IDACORP's or IPC's internal control over financial reporting during the quarter ended March 31, 2008, that have materially affected, or are reasonably likely to materially affect, IDACORP's or IPC's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Reference is made to Note 6 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

ITEM 1A.  RISK FACTORS

The Risk Factors included in IDACORP's and IPC's Annual Report on Form 10-K for the year ended December 31, 2007 have not changed materially.

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

As part of their compensation, each director of IDACORP and IPC who is not an employee received a grant of 1,510 shares of common stock, equal to $45,000, on March 3, 2008.  The stock was issued without registration under the Securities Act of 1933 in reliance upon Section 4(2) of the Act.

Restrictions on Dividends:
Covenants under IDACORP's credit facility, IPC's credit facility and IPC's term loan credit agreement require IDACORP and IPC to maintain leverage ratios of consolidated indebtedness to consolidated total capitalization of no more than 65 percent at the end of each fiscal quarter.  These agreements are discussed further in "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - LIQUIDITY AND CAPITAL RESOURCES - Financing Programs."

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

IPC'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 cause their leverage ratios to exceed 65 percent or violate IPC's Code of Conduct.  At March 31, 2008, the leverage ratios for IDACORP and IPC were 54 percent and 54 percent, respectively and IPC's common equity capital was 46 percent of its total adjusted capital.

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

Issuer Purchases of Equity Securities:

IDACORP, Inc. Common Stock

						(d) Maximum Number
					(c) Total Number of	(or Approximate
		(a) Total	(b)		Shares Purchased	Dollar Value) of
		Number of	Average		as Part of Publicly	Shares that May Yet
		Shares	Price Paid		Announced Plans or	Be Purchased Under
Period		Purchased 1	per Share		Programs	the Plans or Programs
January 1 - January 31, 2008		-	$	-	-	-
February 1 - February 29, 2008		8,698		30.54	-	-
March 1 - March 31, 2008		109		32.11	-	-
	Total	8,807	$	30.56	-	-
1 These shares were withheld for taxes upon vesting of restricted stock

ITEM 6.  EXHIBITS

*Previously Filed and Incorporated Herein by Reference

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*2	Agreement and Plan of Exchange between IDACORP, Inc., and IPC dated as of February 2, 1998.  File number 333-48031, Form S-4, filed on 3/16/98, as Exhibit 2.
*3.1	Restated Articles of Incorporation of IPC as filed with the Secretary of State of Idaho on June 30, 1989.  File number 33-00440, Post-Effective Amendment No. 2 to Form S-3, filed on 6/30/89, as Exhibit 4(a)(xiii).
*3.2	Statement of Resolution Establishing Terms of Flexible Auction Series A, Serial Preferred Stock, Without Par Value (cumulative stated value of $100,000 per share) of IPC, as filed with the Secretary of State of Idaho on November 5, 1991.  File number 33-65720, Form S-3, filed on 7/7/93, as Exhibit 4(a)(ii).
*3.3	Statement of Resolution Establishing Terms of 7.07% Serial Preferred Stock, Without Par Value (cumulative stated value of $100 per share) of IPC, as filed with the Secretary of State of Idaho on June 30, 1993.  File number 33-65720, Form S-3, filed on 7/7/93, as Exhibit 4(a)(iii).
*3.4	Articles of Amendment to Restated Articles of Incorporation of IPC, as filed with the Secretary of State of Idaho on June 15, 2000.  File number 1-3198, Form 10-Q for the quarter ended June 30, 2000, filed on 8/4/00, as Exhibit 3(a)(iii).
*3.5	Articles of Amendment to Restated Articles of Incorporation of Idaho Power Company as filed with the Secretary of State of Idaho on January 21, 2005.  File number 1-3198, Form 8-K, filed on 1/26/05, as Exhibit 4.5.
*3.6	Articles of Amendment to Restated Articles of Incorporation of IPC, as amended, as filed with the Secretary of State of Idaho on November 19, 2007.  File number 1-3198, Form 8-K, filed on 11/19/07, as Exhibit 3.3.
*3.7	Articles of Share Exchange, as filed with the Secretary of State of Idaho on September 29, 1998.  File number 33-56071-99, Post-Effective Amendment No. 1 to Form S-8, filed on 10/1/98, as Exhibit 3(d).
*3.8	Amended Bylaws of IPC, amended on November 15, 2007, and presently in effect.  File number 1-3198, Form 8-K, filed on 11/19/07, as Exhibit 3.2.
*3.9	Articles of Incorporation of IDACORP, Inc.  File number 333-64737, Amendment No. 1 to Form S-3, filed on 11/4/98, as Exhibit 3.1.
*3.10	Articles of Amendment to Articles of Incorporation of IDACORP, Inc. as filed with the Secretary of State of Idaho on March 9, 1998.  File number 333-64737, Amendment No. 1 to Form S-3, filed on 11/4/98, as Exhibit 3.2.
*3.11	Articles of Amendment to Articles of Incorporation of IDACORP, Inc. creating A Series Preferred Stock, without par value, as filed with the Secretary of State of Idaho on September 17, 1998.  File number 333-00139-99, Post-Effective Amendment No. 1 to Form S-3, filed on 9/22/98, as Exhibit 3(b).
*3.12	Amended Bylaws of IDACORP, Inc., amended on November 15, 2007 and presently in effect.  File number 1-14456, Form 8-K, filed on 11/19/07, as Exhibit 3.1.
*4.1	Mortgage and Deed of Trust, dated as of October 1, 1937, between IPC and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R. G. Page, as Trustees.  File number 2-3413, as Exhibit B-2.
*4.2	IPC Supplemental Indentures to Mortgage and Deed of Trust:
	File number 1-MD, as Exhibit B-2-a, First, July 1, 1939
	File number 2-5395, as Exhibit 7-a-3, Second, November 15, 1943
	File number 2-7237, as Exhibit 7-a-4, Third, February 1, 1947
	File number 2-7502, as Exhibit 7-a-5, Fourth, May 1, 1948
	File number 2-8398, as Exhibit 7-a-6, Fifth, November 1, 1949
	File number 2-8973, as Exhibit 7-a-7, Sixth, October 1, 1951
	File number 2-12941, as Exhibit 2-C-8, Seventh, January 1, 1957
	File number 2-13688, as Exhibit 4-J, Eighth, July 15, 1957
	File number 2-13689, as Exhibit 4-K, Ninth, November 15, 1957
	File number 2-14245, as Exhibit 4-L, Tenth, April 1, 1958
	File number 2-14366, as Exhibit 2-L, Eleventh, October 15, 1958
	File number 2-14935, as Exhibit 4-N, Twelfth, May 15, 1959
	File number 2-18976, as Exhibit 4-O, Thirteenth, November 15, 1960
	File number 2-18977, as Exhibit 4-Q, Fourteenth, November 1, 1961
	File number 2-22988, as Exhibit 4-B-16, Fifteenth, September 15, 1964
	File number 2-24578, as Exhibit 4-B-17, Sixteenth, April 1, 1966
	File number 2-25479, as Exhibit 4-B-18, Seventeenth, October 1, 1966
	File number 2-45260, as Exhibit 2(c), Eighteenth, September 1, 1972
	File number 2-49854, as Exhibit 2(c), Nineteenth, January 15, 1974
	File number 2-51722, as Exhibit 2(c)(i), Twentieth, August 1, 1974
	File number 2-51722, as Exhibit 2(c)(ii), Twenty-first, October 15, 1974
	File number 2-57374, as Exhibit 2(c), Twenty-second, November 15, 1976
	File number 2-62035, as Exhibit 2(c), Twenty-third, August 15, 1978
	File number 33-34222, as Exhibit 4(d)(iii), Twenty-fourth, September 1, 1979
	File number 33-34222, as Exhibit 4(d)(iv), Twenty-fifth, November 1, 1981
	File number 33-34222, as Exhibit 4(d)(v), Twenty-sixth, May 1, 1982
	File number 33-34222, as Exhibit 4(d)(vi), Twenty-seventh, May 1, 1986
	File number 33-00440, as Exhibit 4(c)(iv), Twenty-eighth, June 30, 1989
	File number 33-34222, as Exhibit 4(d)(vii), Twenty-ninth, January 1, 1990
	File number 33-65720, as Exhibit 4(d)(iii), Thirtieth, January 1, 1991
	File number 33-65720, as Exhibit 4(d)(iv), Thirty-first, August 15, 1991
	File number 33-65720, as Exhibit 4(d)(v), Thirty-second, March 15, 1992
	File number 33-65720, as Exhibit 4(d)(vi), Thirty-third, April 1, 1993
	File number 1-3198, Form 8-K, filed on 12/20/93, as Exhibit 4, Thirty-fourth, December 1, 1993
	File number 1-3198, Form 8-K, filed on 11/21/00, as Exhibit 4, Thirty-fifth, November 1, 2000
	File number 1-3198, Form 8-K, filed on 10/1/01, as Exhibit 4, Thirty-sixth, October 1, 2001
	File number 1-3198, Form 8-K, filed on 4/16/03, as Exhibit 4, Thirty-seventh, April 1, 2003
	File number 1-3198, Form 10-Q for the quarter ended June 30, 2003, filed on 8/7/03, as Exhibit 4(a)(iii), Thirty-eighth, May 15, 2003
	File number 1-3198, Form 10-Q for the quarter ended September 30, 2003, filed on 11/6/03, as Exhibit 4(a)(iii), Thirty-ninth, October 1, 2003
	File number 1-3198, Form 8-K filed 5/10/05, as Exhibit 4, Fortieth, May 1, 2005.
	File number 1-3198, Form 8-K filed 10/10/06, as Exhibit 4, Forty-first, October 1, 2006.
	File number 1-3198, Form 8-K filed 6/4/07, as Exhibit 4, Forty-second, May 1, 2007.
	File number 1-3198, Form 8-K filed 9/26/07, as Exhibit 4, Forty-third, September 1, 2007.
	File number 1-3198, Form 8-K filed on 4/3/08, as Exhibit 4, Forty-fourth, April 1, 2008.
*4.3	Instruments relating to IPC American Falls bond guarantee (see Exhibit 10.4).  File number 1-3198, Form 10-Q for the quarter ended June 30, 2000, filed on 8/4/00, as Exhibit 4(b).
*4.4	Agreement of IPC to furnish certain debt instruments.  File number 33-65720, Form S-3, filed on 7/7/93, as Exhibit 4(f).
*4.5	Agreement of IDACORP, Inc. to furnish certain debt instruments.  File number 1-14465, Form 10-Q for the quarter ended September 30, 2003, filed on 11/6/03, as Exhibit 4(c)(ii).
*4.6	Agreement and Plan of Merger dated March 10, 1989, between Idaho Power Company, a Maine Corporation, and Idaho Power Migrating Corporation.  File number 33-00440, Post-Effective Amendment No. 2 to Form S-3, filed on 6/30/89, as Exhibit 2(a)(iii).
*4.7	Rights Agreement, dated as of September 10, 1998, between IDACORP, Inc. and Wells Fargo Bank, N.A., as successor to The Bank of New York, as Rights Agent.  File number 1-14465, Form 8-K, filed on 9/15/98, as Exhibit 4.
*4.8	First Amendment to Rights Agreement, dated as of May 14, 2007, between IDACORP, Inc. and Wells Fargo Bank, N.A., as successor to The Bank of New York, as Rights Agent.  File number 333-143404, Form S-8, filed on 5/31/07, as Exhibit 4(g).
*4.9	Indenture for Senior Debt Securities dated as of February 1, 2001, between IDACORP, Inc. and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee.  File number 1-14465, Form 8-K, filed on 2/28/01, as Exhibit 4.1.
*4.10	First Supplemental Indenture dated as of February 1, 2001 to Indenture for Senior Debt Securities dated as of February 1, 2001 between IDACORP, Inc. and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee.  File number 1-14465, Form 8-K, filed on 2/28/01, as Exhibit 4.2.
*4.11	Indenture for Debt Securities dated as of August 1, 2001 between Idaho Power Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee.  File number 333-67748, Form S-3, filed on 8/16/01, as Exhibit 4.13.
*10.1	Agreements, dated September 22, 1969, between IPC and Pacific Power & Light Company relating to the operation, construction and ownership of the Jim Bridger Project.  File number 2-49584, as Exhibit 5(b).
*10.2	Amendment, dated February 1, 1974, relating to operation agreement filed as Exhibit 10.1.  File number 2-51762, as Exhibit 5(c).
*10.3	Agreement, dated as of October 11, 1973, between IPC and Pacific Power & Light Company.  File number 2-49584, as Exhibit 5(c).
*10.4	Guaranty Agreement, dated April 11, 2000, between IPC and Bank One Trust Company, N.A., as Trustee, relating to $19,885,000 American Falls Replacement Dam Refinancing Bonds of the American Falls Reservoir District, Idaho.  File number 1-3198, Form 10-Q for the quarter ended June 30, 2000, filed on 8/4/00, as Exhibit 10(c).
*10.5	Guaranty Agreement, dated as of August 30, 1974, between IPC and Pacific Power & Light Company.  File number 2-62034, Form S-7, filed on 6/30/78, as Exhibit 5(r).
*10.6	Letter Agreement, dated January 23, 1976, between IPC and Portland General Electric Company.  File number 2-56513, as Exhibit 5(i).
*10.7	Agreement for Construction, Ownership and Operation of the Number One Boardman Station on Carty Reservoir, dated as of October 15, 1976, between Portland General Electric Company and IPC.  File number 2-62034, Form S-7, filed on 6/30/78, as Exhibit 5(s).
*10.8	Amendment, dated September 30, 1977, relating to agreement filed as Exhibit 10.6.  File number 2-62034, Form S-7, filed on 6/30/78, as Exhibit 5(t).
*10.9	Amendment, dated October 31, 1977, relating to agreement filed as Exhibit 10.6.  File number 2-62034, Form S-7, filed on 6/30/78, as Exhibit 5(u).
*10.10	Amendment, dated January 23, 1978, relating to agreement filed as Exhibit 10.6.  File number 2-62034, Form S-7 filed on 6/30/78, as Exhibit 5(v).
*10.11	Amendment, dated February 15, 1978, relating to agreement filed as Exhibit 10.6.  File number 2-62034, Form S-7, filed on 6/30/78, as Exhibit 5(w).
*10.12	Amendment, dated September 1, 1979, relating to agreement filed as Exhibit 10.6.  File number 2-68574, Form S-7, filed on 7/23/80, as Exhibit 5(x).
*10.13	Participation Agreement, dated September 1, 1979, relating to the sale and leaseback of coal handling facilities at the Number One Boardman Station on Carty Reservoir.  File number 2-68574, Form S-7, filed on 7/23/80, as Exhibit 5(z).
*10.14	Agreements for the Operation, Construction and Ownership of the North Valmy Power Plant Project, dated December 12, 1978, between Sierra Pacific Power Company and IPC.  File number 2-64910, Form S-7, filed on 6/29/79, as Exhibit 5(y).
*10.151	Idaho Power Company Security Plan for Senior Management Employees I - a non-qualified, deferred compensation plan, amended and restated effective December 31, 2004, and as further amended March 14, 2007.  File number 1-14465, 1-3198, Form 10-K for the year-ended December 31, 2007, filed on February 28, 2008, as Exhibit 10.15.
*10.161	Idaho Power Company Security Plan for Senior Management Employees II, a non-qualified, deferred compensation plan, effective January 1, 2005, as amended July 20, 2006.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(xxxv).
*10.17 1	IDACORP, Inc. Restricted Stock Plan, as amended and restated September 20, 2007.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2007, filed on 10/31/07, as Exhibit 10(h)(iii).
*10.18 1	IDACORP, Inc. Restricted Stock Plan - Form of Restricted Stock Agreement (time-vesting) (July 20, 2006).  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(vi).
*10.19 1	IDACORP, Inc. Restricted Stock Plan - Form of Performance Stock Agreement (performance vesting) (July 20, 2006).  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on November 2, 2006, as Exhibit 10(h)(vii).
*10.20 1	Idaho Power Company Security Plan for Board of Directors - a non-qualified deferred compensation plan, as amended and restated effective July 20, 2006.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(viii).
*10.211	IDACORP, Inc. Non-Employee Directors Stock Compensation Plan, as amended and restated on November 15, 2007.  File number 1-14465, 1-3198, Form 10-K for the year ended December 31, 2007, filed on February 28, 2008, as Exhibit 10.21.
*10.221	Form of Officer Indemnification Agreement between IDACORP, Inc. and Officers of IDACORP, Inc. and IPC, as amended July 20, 2006.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(xix).
*10.231	Form of Director Indemnification Agreement between IDACORP, Inc. and Directors of IDACORP, Inc., as amended July 20, 2006.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(xx).
*10.241	Form of Change in Control Agreement between IDACORP, Inc. and Officers of IDACORP and IPC (senior vice president and higher), as amended July 20, 2006.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(x).
*10.251	Form of Change in Control Agreement between IDACORP, Inc. and Officers of IDACORP and IPC (below senior vice president), as amended July 20, 2006.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(xi).
*10.261	IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, as amended and restated September 20, 2007.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2007, filed on 10/31/07, as Exhibit 10(h)(xii).
*10.271	IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan - Form of Stock Option Award Agreement (July 20, 2006).  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(xvi).
*10.281	IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan - Form of Restricted Stock Award Agreement (time vesting) (July 20, 2006).  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(xvii).
*10.291	IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan - Form of Restricted Stock Award Agreement (performance vesting) (July 20, 2006).  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(xviii).
*10.301	IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan - Form of Performance Share Award Agreement (performance with two goals) (March 20, 2008).  File number 1-14465, 1-3198, Form 8-K, filed on 3/26/08, as Exhibit 10.1.
*10.311	IDACORP, Inc. Executive Incentive Plan.  File Number 1-14465, 1-3198, Form 8-K/A, filed on 2/27/08, as Exhibit 10.1.
*10.321	Idaho Power Company Executive Deferred Compensation Plan, effective November 15, 2000, as amended July 20, 2006.  File number 1-14465, 1-3198, Form 10-Q for the quarter ended September 30, 2006, filed on 11/2/06, as Exhibit 10(h)(xxxvi).
*10.331	IDACORP, Inc. and IPC 2008 Compensation for Non-Employee Directors of the Board of Directors.  File number 1-14465, 1-3198, Form 10-K for the year ended December 31, 2007, filed on February 28, 2008, as Exhibit 10.33.
*10.34	Framework Agreement, dated October 1, 1984, between the State of Idaho and IPC relating to IPC's Swan Falls and Snake River water rights.  File number 33-65720, Form S-3, filed on 7/7/93, as Exhibit 10(h).
*10.35	Agreement, dated October 25, 1984, between the State of Idaho and IPC relating to the agreement filed as Exhibit 10.34.  File number 33-65720, Form S-3, filed on 7/7/93, as Exhibit 10(h)(i).
*10.36	Contract to Implement, dated October 25, 1984, between the State of Idaho and IPC relating to the agreement filed as Exhibit 10.34.  File number 33-65720, Form S-3, filed on 7/7/93, as Exhibit 10(h)(ii).
*10.37	Agreement Regarding the Ownership, Construction, Operation and Maintenance of the Milner Hydroelectric Project (FERC No. 2899), dated January 22, 1990, between IPC and the Twin Falls Canal Company and the Northside Canal Company Limited.  File number 33-65720, Form S-3, filed on 7/7/93, as Exhibit 10(m).
*10.38	Guaranty Agreement, dated February 10, 1992, between IPC and New York Life Insurance Company, as Note Purchaser, relating to $11,700,000 Guaranteed Notes due 2017 of Milner Dam Inc.  File number 33-65720, Form S-3, filed on 7/7/93, as Exhibit 10(m)(i).
*10.39	Power Purchase Agreement between IPC and PPL Montana, LLC, dated March 1, 2003 and Revised Confirmation Agreement dated May 9, 2003.  File number 1-3198, Form 10-Q for the quarter ended June 30, 2003, filed on 8/7/03, as Exhibit 10(k).
*10.40	$100 Million Five-Year Amended and Restated Credit Agreement, dated as of April 25, 2007, among IDACORP, Inc., various lenders, Wachovia Bank, National Association, as administrative agent, swingline lender and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent, and KeyBank National Association, Wells Fargo Bank, N.A. and Bank of America, N.A., as documentation agents, and Wachovia Capital Markets, LLC and J. P. Morgan Securities Inc., as joint lead arrangers and joint book runners.  File number 1-14465, Form 10-Q for the quarter ended March 31, 2007, filed on 5/9/07, as Exhibit 10(l).
*10.41	$300 Million Five-Year Amended and Restated Credit Agreement, dated as of April 25, 2007, among Idaho Power Company, various lenders, Wachovia Bank, National Association, as administrative agent, swingline lender and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent, and KeyBank National Association, US Bank National Association and Bank of America, N.A., as documentation agents, and Wachovia Capital Markets, LLC and J. P. Morgan Securities Inc., as joint lead arrangers and joint book runners.  File number 1-3198, Form 10-Q for the quarter ended March 31, 2007, filed on 5/9/07, as Exhibit 10(m).
10.42	$170 Million Term Loan Credit Agreement, dated as of April 1, 2008, among Idaho Power Company and JPMorgan Chase Bank, N.A., as administrative agent and lender, and Bank of America, N.A., Union Bank of California, N.A. and Wachovia Bank, National Association, as lenders.
*10.43	Loan Agreement, dated October 1, 2006, between Sweetwater County, Wyoming and IPC.  File number 1-3198, Form 8-K, filed on 10/10/06, as Exhibit 10.1.
*10.441	IDACORP, Inc. Executive Incentive Plan NEO 2008 Award Opportunity Chart.  File number 1-14465, 1-3198, Form 8-K/A, filed on 2/27/08, as Exhibit 10.2.
*10.451	IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan Performance Share Award Agreement (performance with two goals) NEO 2008 Award Opportunity Chart.  File number 1-14465, 1-3198, Form 8-K, filed on 3/26/08, as Exhibit 10.2.
12.1	Statement Re:  Computation of Ratio of Earnings to Fixed Charges.  (IDACORP, Inc.)
12.2	Statement Re:  Computation of Supplemental Ratio of Earnings to Fixed Charges.  (IDACORP, Inc.)
12.3	Statement Re:  Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements.  (IDACORP, Inc.)
12.4	Statement Re:  Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements.  (IDACORP, Inc.)
12.5	Statement Re:  Computation of Ratio of Earnings to Fixed Charges.  (IPC)
12.6	Statement Re:  Computation of Supplemental Ratio of Earnings to Fixed Charges.  (IPC)
15	Letter Re:  Unaudited Interim Financial Information.
*21	Subsidiaries of IDACORP, Inc.  File number 1-14465, 1-3198, Form 10-K for the year ended December 31, 2007, filed on February 28, 2008, as Exhibit 21.
31.1	IDACORP, Inc. Rule 13a-14(a) CEO certification.
31.2	IDACORP, Inc. Rule 13a-14(a) CFO certification.
31.3	IPC Rule 13a-14(a) CEO certification.
31.4	IPC Rule 13a-14(a) CFO certification.
32.1	IDACORP, Inc. Section 1350 CEO certification.
32.2	IDACORP, Inc. Section 1350 CFO certification.
32.3	IPC Section 1350 CEO certification.
32.4	IPC Section 1350 CFO certification.
99	Earnings press release for first quarter 2008.
1 Management contract or compensatory plan or arrangement

65

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IDACORP, Inc.

(Registrant)

Date	May 8, 2008	By:	/s/ J. LaMont Keen
			J. LaMont Keen
			President and Chief Executive Officer
Date	May 8, 2008	By:	/s/ Darrel T. Anderson
			Darrel T. Anderson
			Senior Vice President - Administrative Services
			and Chief Financial Officer

IDAHO POWER COMPANY

(Registrant)

Date	May 8, 2008	By:	/s/ J. LaMont Keen
			J. LaMont Keen
			President and Chief Executive Officer
Date	May 8, 2008	By:	/s/ Darrel T. Anderson
			Darrel T. Anderson
			Senior Vice President - Administrative Services
			and Chief Financial Officer

66

EXHIBIT INDEX

Exhibit Number
10.42	$170 Million Term Loan Credit Agreement, dated as of April 1, 2008, among Idaho Power Company and JPMorgan Chase Bank, N.A., as administrative agent and lender, and Bank of America, N.A., Union Bank of California, N.A. and Wachovia Bank, National Association, as lenders.
12.1	Statement Re:  Computation of Ratio of Earnings to Fixed Charges.  (IDACORP, Inc.)
12.2	Statement Re:  Computation of Supplemental Ratio of Earnings to Fixed Charges. (IDACORP, Inc.)
12.3	Statement Re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements.  (IDACORP, Inc.)
12.4	Statement Re:  Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements.  (IDACORP, Inc.)
12.5	Statement Re:  Computation of Ratio of Earnings to Fixed Charges.  (IPC)
12.6	Statement Re:  Computation of Supplemental Ratio of Earnings to Fixed Charges.  (IPC)
15	Letter Re:  Unaudited Interim Financial Information.
31.1	IDACORP, Inc. Rule 13a-14(a) certification.
31.2	IDACORP, Inc. Rule 13a-14(a) certification.
31.3	IPC Rule 13a-14(a) certification.
31.4	IPC Rule 13a-14(a) certification.
32.1	IDACORP, Inc. Section 1350 certification.
32.2	IDACORP, Inc. Section 1350 certification.
32.3	IPC Section 1350 certification.
32.4	IPC Section 1350 certification.
99	Earnings press release for first quarter 2008.
1 Management contract or compensatory plan or arrangement

67

EX-10

Exhibit 10.42

EXECUTION VERSION

TERM LOAN CREDIT AGREEMENT

among

IDAHO POWER COMPANY,

as Borrower,

THE LENDERS NAMED HEREIN

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

J.P. MORGAN SECURITIES INC.

as

Lead Arranger and Sole Book Runner

Dated as of April 1, 2008

Table of Contents

                                                                                                                                                   Page

ARTICLE 1

DEFINITIONS

1.1        Definitions......................................................................................................................1
1.2        Other Interpretive Provisions..........................................................................................12

ARTICLE 2

THE CREDITS

2.1        Commitments.................................................................................................................13
2.2        Required Payments; Termination.....................................................................................13
2.3        Types of Advances; Minimum Amount of Each Advance................................................ 13
2.4        Fees...............................................................................................................................13
2.5        Reduction or Termination of Aggregate Commitment.......................................................14
2.6        Optional Principal Payments............................................................................................14
2.7        Requesting Loans........................................................................................................... 14
2.8        Conversion and Continuation of Outstanding Advances................................................... 14
2.9        Changes in Interest Rate, etc...........................................................................................15
2.10      Rates Applicable After Default........................................................................................15
2.11      Method of Payment........................................................................................................16
2.12      Noteless Agreement; Evidence of Indebtedness.............................................................. 16
2.13      Telephonic Notices........................................................................................................ 17
2.14      Interest Payment Dates; Interest and Fee Basis...............................................................17
2.15      Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.......18
2.16      Lending Installations.......................................................................................................18
2.17      Non-Receipt of Funds by the Administrative Agent.........................................................18
2.18      Reserved........................................................................................................................18
2.19      Replacement of Lender...................................................................................................18

ARTICLE 3

YIELD PROTECTION; TAXES

3.1        Yield Protection.............................................................................................................19
3.2        Changes in Capital Adequacy Regulations.......................................................................20
3.3        Availability of Types of Advances...................................................................................20
3.4        Funding Indemnification..................................................................................................20
3.5        Taxes.............................................................................................................................20
3.6        Alternate Lending Installation; Lender Statements; Survival of Indemnity..........................23
 

i

Table of Contents

Page

ARTICLE 4

CONDITIONS PRECEDENT

4.1        Closing Date..................................................................................................................24

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1        Existence and Standing...................................................................................................25
5.2        Authorization and Validity...............................................................................................25
5.3        No Conflict; Government Consent..................................................................................25
5.4        Financial Statements.......................................................................................................26
5.5        Material Adverse Change...............................................................................................26
5.6        Taxes.............................................................................................................................26
5.7        Litigation and Contingent Obligations.............................................................................. 26
5.8        Subsidiaries....................................................................................................................27
5.9        ERISA...........................................................................................................................27
5.10      Accuracy of Information.................................................................................................27
5.11      Regulation U..................................................................................................................27
5.12      Material Agreements......................................................................................................27
5.13      Compliance With Laws..................................................................................................28
5.14      Ownership of Properties.................................................................................................28
5.15      Plan Assets; Prohibited Transactions...............................................................................28
5.16      Environmental Matters....................................................................................................28
5.17      Investment Company Act............................................................................................... 28
5.18      OFAC; PATRIOT Act.................................................................................................. 28

ARTICLE 6

COVENANTS

6.1        Financial Reporting.........................................................................................................29
6.2        Use of Proceeds.............................................................................................................30
6.3        Notice of Default, etc......................................................................................................30
6.4        Conduct of Business.......................................................................................................31
6.5        Taxes.............................................................................................................................31
6.6        Insurance....................................................................................................................... 31
6.7        Compliance with Laws....................................................................................................31
6.8        Maintenance of Properties..............................................................................................31
6.9        Inspection...................................................................................................................... 31
6.10      Merger and Sale of Assets..............................................................................................31
6.11      Liens..............................................................................................................................32
6.12      Leverage Ratio...............................................................................................................33
6.13      Investments and Acquisitions..........................................................................................33
 

ii

Table of Contents

Page

6.14      Subsidiary Dividend Restrictions.....................................................................................34
6.15      Affiliates.........................................................................................................................34
6.16      OFAC, PATRIOT Act Compliance...............................................................................34

ARTICLE 7

DEFAULTS

ARTICLE 8

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1        Acceleration...................................................................................................................37
8.2        Amendments..................................................................................................................37
8.3        Preservation of Rights.....................................................................................................38

ARTICLE 9

GENERAL PROVISIONS

9.1        Survival of Representations.............................................................................................38
9.2        Governmental Regulation................................................................................................ 38
9.3        Headings........................................................................................................................38
9.4        Entire Agreement............................................................................................................38
9.5        Several Obligations; Benefits of this Agreement...............................................................38
9.6        Expenses; Indemnification...............................................................................................39
9.7        Numbers of Documents..................................................................................................39
9.8        Accounting.....................................................................................................................39
9.9        Severability of Provisions................................................................................................40
9.10      Nonliability of Lenders................................................................................................... 40
9.11      Confidentiality.................................................................................................................40
9.12      Nonreliance....................................................................................................................41
9.13      Disclosure......................................................................................................................41
9.14      PATRIOT Act Notice....................................................................................................41
9.15      Counterparts..................................................................................................................41

ARTICLE 10

THE ADMINISTRATIVE AGENT

10.1      Appointment; Nature of Relationship...............................................................................41
10.2      Powers.......................................................................................................................... 42
10.3      General Immunity............................................................................................................42
10.4      No Responsibility for Loans, Recitals, etc........................................................................42
10.5      Action on Instructions of Lenders....................................................................................42
 

iii

Table of Contents

Page

10.6        Employment of Administrative Agents and Counsel.......................................................43
10.7      Reliance on Documents; Counsel....................................................................................43
10.8      Administrative Agent's Reimbursement and Indemnification..............................................43
10.9      Notice of Default............................................................................................................44
10.10    Rights as a Lender..........................................................................................................44
10.11    Lender Credit Decision...................................................................................................44
10.12    Successor Administrative Agent......................................................................................44
10.13    Administrative Agent and Arranger Fees.........................................................................45
10.14    Delegation to Affiliates....................................................................................................45
10.15    Other Agents..................................................................................................................45

ARTICLE 11

SETOFF; RATABLE PAYMENTS

11.1      Setoff.............................................................................................................................45
11.2      Ratable Payments...........................................................................................................46

ARTICLE 12

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1      Successors and Assigns..................................................................................................46
12.2      Participations..................................................................................................................47
12.3      Assignments...................................................................................................................47
12.4      Dissemination of Information...........................................................................................49
12.5      Tax Treatment................................................................................................................49

ARTICLE 13

NOTICES

13.1      Notices..........................................................................................................................49
13.2      Change of Address........................................................................................................ 50

ARTICLE 14

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

14.1      CHOICE OF LAW.......................................................................................................50
14.2      CONSENT TO JURISDICTION.................................................................................50
14.3      WAIVER OF JURY TRIAL..........................................................................................51

iv

Table of Contents

                                                                                                                                                                Page

Schedule I       Commitments
Schedule 5.8   List of Subsidiaries
Schedule 5.12 Agreements which restrict Subsidiary Dividends or which could reasonably be expected to have a
                        Material Adverse Effect
Schedule 5.14 Indebtedness and Liens
Schedule 13.1 Notice Addresses

EXHIBIT A    Forms of Opinions
EXHIBIT B    Form of Compliance Certificate
EXHIBIT C    Form of Assignment Agreement
EXHIBIT D    Form of Written Money Transfer Instruction
EXHIBIT E    Form of Note

v

TERM LOAN CREDIT AGREEMENT

This Term Loan Credit Agreement, dated as of April 1, 2008 is made among Idaho Power Company, an Idaho corporation, the Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders.

In consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1.            Definitions.  As used in this Agreement:

"Acquisition" means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

"Administrative Agent" means JPMorgan in its capacity as administrative agent (i.e., contractual representative) of the Lenders pursuant to Article 10, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article 10.

"Administrative Questionnaire" means an administrative questionnaire, substantially in the form supplied by the Administrative Agent, completed by a Lender and furnished to the Administrative Agent in connection with this Agreement.

"Advance" means the borrowing hereunder, (i) made by the Lenders on the Closing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation and, in either case, consisting of Loans of the same Type and, in the case of Eurodollar Advances, for the same Interest Period.

"Affected Lender" is defined in Section 2.19.

"Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.  A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

"Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof.

"Aggregate Outstanding Credit Exposure" means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

"Agreement" means this Term Loan Credit Agreement, as amended, modified, restated or supplemented from time to time in accordance with its terms.

"Agreement Accounting Principles" means generally accepted accounting principles as in effect from time to time applied in a manner consistent with that used in preparing financial statements referred to in Section 5.4.

"Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.  Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Margin" means, with respect to Loans bearing interest at the Eurodollar Base Rate, 0.75% per annum.

"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Arranger" means J.P. Morgan Securities Inc., and its successors, in its capacity as Lead Arranger and Sole Book Runner.

"Authorized Officer" means any of the Chief Executive Officer, President, Chief Financial Officer, Vice President or Treasurer of the Borrower, acting singly.

"Borrower" means Idaho Power Company, an Idaho corporation, and its successors and assigns.

"Borrowing Notice" is defined in Section 2.7.

"Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York and London, England for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

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"Capitalized Lease" of a Person means any lease of Property by such Person as lessee, which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"Cash Equivalent Investments" means (i) short-term obligations of, or fully guaranteed by, the United States of America, (ii) commercial paper rated A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts maintained in the ordinary course of business, and (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; provided in each case that the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest.

"Change" is defined in Section 3.2.

"Change in Control" means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Parent.

"Change in Law" means any change in law or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof.

"Closing Date" means the first date all the conditions precedent in Section 4.1 are satisfied or waived in accordance with the terms of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commitment" means, for each Lender, the obligation of such Lender to make Loans to the Borrower on the Closing Date in an aggregate amount not exceeding the amount set forth opposite its name on Schedule I, or, if such Lender has entered into one or more assignments that has become effective pursuant to Section 12.3(a), the amount set forth for such Lender at such time in the Register maintained by the Administrative Agent, in either case, as such amount may be reduced from time to time pursuant to the terms hereof.

"Condemnation" is defined in Section 7(i).

"Consolidated Indebtedness" means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time; provided, however that the aggregate outstanding Indebtedness evidenced by Hybrid Securities shall be excluded to the extent that the total book value of such Hybrid Securities does not exceed 15% of Consolidated Total Capitalization as of such time.

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"Consolidated Net Worth" means at any time the consolidated stockholders' equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

"Consolidated Total Capitalization" means at any time, without duplication, the sum of (i) Consolidated Indebtedness, (ii) Consolidated Net Worth and (iii) the aggregate outstanding amount of Hybrid Securities, each calculated as of such time.

"Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including any comfort letter, operating agreement, take or pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership.

"Conversion/Continuation Notice" is defined in Section 2.8.

"Controlled Group" means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

"Default" means an event described in Article 7.

"Environmental Laws" means any and all applicable federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"Eurodollar Advance" means a Loan, or portion thereof, which, except as otherwise provided in Section 2.10, bears interest at the applicable Eurodollar Rate.

"Eurodollar Base Rate" means, with respect to any Eurodollar Advance for any Interest Period, the rate appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the "Eurodollar Base Rate" with respect to such Eurodollar Advance for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.
 

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"Eurodollar Rate" means, with respect to any Eurodollar Advance for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of (i) (a) the Eurodollar Base Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate and (ii) the Applicable Margin.

"Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, taxes imposed on its overall net income, receipts, profits, capital, net worth, franchise taxes, branch profits or similar taxes, imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Administrative Agent is incorporated or organized, (ii) the jurisdiction in which the Administrative Agent's or such Lender's principal executive office or such Lender's applicable Lending Installation is located, or (iii) the jurisdiction in which the Lender, Lending Installation or the Administrative Agent carries on a trade or business.

"Facility Termination Date" means March 31, 2009.

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means the letter agreement dated April 1, 2008 among the Borrower, the Administrative Agent and the Arranger.

"First Mortgage" means that certain Mortgage and Deed of Trust, dated as of October 1, 1937, as supplemented, under which the Borrower is Mortgagor and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page (Stanley Burg successor individual trustee) are Trustees, as it may from time to time be further amended, supplemented or otherwise modified.

"Floating Rate Advance" means a Loan, or portion thereof, which, except as otherwise provided in Section 2.10, bears interest at the Alternate Base Rate.

"Hybrid Securities" shall mean any hybrid securities, including any trust preferred securities, deferrable interest subordinated debt securities, mandatory convertible debt securities or other hybrid securities issued by the Borrower or any Subsidiary or financing vehicle of the Borrower that (i) have an original maturity of at least twenty (20) years, (ii) require, absent an event of default with respect to such securities, no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the date which is ninety-one (91) days after the occurrence of the Facility Termination Date and (iii) permit the Borrower or any such Subsidiary or any such financing vehicle of the Borrower, respectively, at its option, to defer certain scheduled interest payments.
 

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"Indebtedness" of a Person means such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations, (viii) obligations in respect of Letters of Credit, (ix) Rate Management Obligations, (x) preferred stock which is required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date, (xi) Off-Balance Sheet Liabilities, (xii) any other obligation for borrowed money or other financial accommodation which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person and (xiii) amounts outstanding under a Permitted Receivables Securitization.  For purposes of determining Indebtedness, the "principal amount" of the obligations of the Borrower or any of its Subsidiaries in respect of any Rate Management Obligation at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Rate Management Obligation were terminated at such time of determination.

"Indemnitee" is defined in Section 9.6(b).

"Interest Period" means, with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement.  Each Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter, provided that if any Interest Period commences on the last Business Day of a calendar month, or if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month.  If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

"Investment" of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificate of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.

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"JPMorgan" means JPMorgan Chase Bank, N.A. and its successors.

"Lenders" means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.

"Lending Installation" means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or Affiliate of such Lender or the Administrative Agent specified in its Administrative Questionnaire or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.16.

"Letter of Credit" of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

"Lien" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

"Loans" is defined in Section 2.1.

"Loan Documents" means this Agreement, the Fee Letter and any Notes issued pursuant to Section 2.12.

"London Business Day" means a day (other than Saturday or Sunday) on which banks generally are open in London, England for the conduct of substantially all of their commercial lending activities and dealings are carried on in the London interbank market.

"Material Adverse Effect" means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

"Material Indebtedness" means Indebtedness (other than Obligations) of the Borrower or any of its Subsidiaries, in an aggregate principal amount exceeding $25,000,000 (or its equivalent in any other currency).

"Material Subsidiary" of the Borrower means any Subsidiary (a) whose gross revenues for the fiscal year in respect of which such statements and related balance sheet were prepared (or the last full fiscal year in the case of quarterly financial statements) exceeded 10% of the consolidated gross revenue of the Borrower and all its Subsidiaries for such fiscal year or (b) whose gross assets as at the end of such fiscal year were in excess of 10% of the consolidated gross assets of the Borrower and all its Subsidiaries for such fiscal year.

"Moody's" means Moody's Investors Service, Inc.
 

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"Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

"Non-U.S. Lender" is defined in Section 3.5(d).

"Note" means a promissory note issued at the request of a Lender pursuant to Section 2.12(d), in substantially the form of Exhibit E hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender.

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Administrative Agent or any indemnified party arising under the Loan Documents.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control, and any successor thereto.

"Off-Balance Sheet Liability" of a Person means, without duplication, (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, (iii) any liability under any so-called "synthetic lease" transaction entered into by such Person, or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (iv) all Operating Leases.

"Operating Lease" of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee, which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

"Other Taxes" is defined in Section 3.5(b).

"Outstanding Credit Exposure" means, as to any Lender at any time, the aggregate principal amount of all Loans made by such Lender outstanding at such time.

"Parent" means IDACORP, Inc., an Idaho corporation, and its successors and assigns.

"Participants" is defined in Section 12.2(a).

"PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

"Payment Date" means the last day of each March, June, September and December.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.
 

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"Permitted Receivables Securitization" means a limited recourse or non-recourse sale, assignment or contribution of accounts receivable and related records, collateral and rights of the Borrower and/or one or more of its Subsidiaries to one or more special purpose entities, in connection with the issuance of obligations by any such special purpose entity secured by such assets, the proceeds of the issuance of which obligations shall be made available, directly or indirectly, to the Borrower and/or the applicable Subsidiaries.

"Person" means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

"Plan" means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability.

"Prime Rate" means the per annum interest rate publicly announced from time to time by JPMorgan, to be its prime rate in effect at its principal office in New York City (which may not necessarily be its lowest or best lending rate), as adjusted to conform to changes as of the opening of business on the date any such change is publicly announced.

"Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

"Pro Rata Share" means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender's Commitment and the denominator of which is the Aggregate Commitment (or, if the Commitments have been terminated, a portion equal to a fraction (i) the numerator of which is equal to the principal amount of such Lender's Loans and (ii) the denominator of which is equal to the aggregate principal amount of all Loans.

"Purchasers" is defined in Section 12.3(a).

"Rate Management Obligations" of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transactions.

"Rate Management Transaction" means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by the Borrower or the Parent which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.
 

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"Register" is defined in Section 12.3(c).

"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

"Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

"Reportable Event" means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event, provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

"Reports" is defined in Section 9.6.

"Required Lenders" means Lenders in the aggregate having at least a majority of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least a majority of the Aggregate Outstanding Credit Exposure.

"Risk-Based Capital Guidelines" is defined in Section 3.2.

"S&P" means Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc.

"Sale and Leaseback Transaction" means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.

"Sanctioned Country" means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sanctions/, or as otherwise published from time to time.

"Sanctioned Person" means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

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"Single Employer Plan" means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System to which the Administrative Agent is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurodollar Advances shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

"Substantial Portion" means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as of the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the Borrower and its Subsidiaries as reflected in the financial statements referred to in clause (i) above.

"Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

"Transferee" is defined in Section 12.4.

"Type" is defined in Section 2.3.

"Unfunded Liabilities" means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial assumptions for single employer plan terminations.

"Unmatured Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

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"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

1.2.              Other Interpretive Provisions.

(a)                The meanings of defined terms are equally applicable to the singular and plural forms of such terms.

(b)               Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c)                The terms "including," "includes" and "include" shall be deemed to be followed by the phrase "without limitation."

(d)               In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding", and the word "through" means "to and including."

(e)                Unless otherwise expressly specified, all references herein to a particular time shall mean New York, New York time.

(f)                 Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement), other contractual instruments and organizational documents shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation.

ARTICLE 2

THE CREDITS

2.1.            Commitments.  Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to  make term loans to the Borrower (each such term loan, a "Loan" and collectively, the "Loans") in a single draw on the Closing Date, in Dollars, and in an amount equal to such Lender's Commitment.  Each Loan under this Section 2.1 shall consist of Loans made by each Lender ratably in proportion to such Lender's respective Pro Rata Share of the Aggregate Commitment.  No Loan shall be reborrowed once repaid.

2.2.            Required Payments; Termination.
 

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(a)                Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower shall repay to the Lenders the aggregate outstanding principal amount of each Loan on the Facility Termination Date.

(b)               Notwithstanding anything to the contrary herein, except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Aggregate Outstanding Credit Exposure and all unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date.

2.3.            Types of Advances; Minimum Amount of Each Advance.  The Loans may be comprised of Floating Rate Advances or Eurodollar Advances (each, a "Type" of Advance), or a combination thereof, selected by the Borrower in accordance with Sections 2.7 and 2.8.  Each Eurodollar Advance shall be in the amount of $5,000,000 or a higher integral multiple of $100,000, and each Floating Rate Advance shall be in the amount of $5,000,000 or a higher integral multiple of $100,000.

2.4.            Fees

(a)                The Borrower agrees to pay to the Administrative Agent for the account of each Lender an upfront fee in an amount agreed to in the Fee Letter, payable on the date of execution of this Agreement.

(b)               The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.

The fees described in this Section 2.4 shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.5.            Reduction or Termination of Aggregate Commitment.  The Commitments shall terminate upon the earlier of (a) the funding of the Loans to the Borrower in the manner specified in Section 2.1 and (ii) 5:00 p.m. on the Closing Date.

2.6.            Optional Principal Payments.  The Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances or, in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000, any portion of the outstanding Floating Rate Advances upon one (1) Business Day's prior notice to the Administrative Agent.  The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances or, in an aggregate amount of $5,000,000 or a higher integral multiple of $100,000, any portion of the outstanding Eurodollar Advances upon three (3) Business Days' prior notice to the Administrative Agent.

2.7.            Requesting Loans.  In order to obtain the Loans hereunder (excluding, for the avoidance of doubt, conversions of outstanding Loans which shall be made pursuant to Section 2.8), the Borrower shall give the Administrative Agent irrevocable notice (the "Borrowing Notice") not later than 11:00 a.m. at least one (1) Business Day before the Closing Date to the extent such Loans will constitute a Floating Rate Advance, and one (1) Business Day before the Closing Date to the extent such Loans will constitute a Eurodollar Advance (provided, that any request for a Eurodollar Advance shall be accompanied by a
 

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 written agreement to indemnify the Lenders for loss or costs of the type described in Section 3.4 notwithstanding that this Agreement may not yet be effective), specifying:

(i)                  the date of such Advance, which shall be the Closing Date and a Business Day,

(ii)                the aggregate amount of such Advance,

(iii)               the Type of Advance selected, and

(iv)              in the case of a Eurodollar Advance, the Interest Period applicable thereto.

Not later than 1:00 p.m. on the Closing Date, each Lender shall make available its Pro Rata Share of the Loans in funds immediately available to the Administrative Agent at its address specified pursuant to Article 13.  The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent's aforesaid address.

2.8.            Conversion and Continuation of Outstanding Advances.  Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.8 or are repaid in accordance with Section 2.6.  Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.6 or (y) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period.  Subject to Section 2.3, the Borrower may elect from time to time to convert all or any part of a Floating Rate Advance into a Eurodollar Advance.  The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 11:00 a.m. at least three (3) Business Days prior to the date of the requested conversion or continuation, specifying:

(i)                  the requested date, which shall be a Business Day, of such conversion or continuation,

(ii)                the aggregate amount and Type of the Advance which is to be converted or continued, and

(iii)               the amount of such Advance, which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.

2.9.            Changes in Interest Rate, etc.

(a)                Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from the date such Floating Rate Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.8, to the date it is paid or is converted into a Eurodollar Advance pursuant to Section 2.8, at a rate per annum equal to the Floating Rate for such day.  Changes in the rate of interest on that portion of any Loan maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate.
 

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(b)               Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined by the Administrative Agent as applicable to such Eurodollar Advance based upon the Borrower's selections under Sections 2.7 and 2.8 and otherwise in accordance with the terms hereof.  No Interest Period may end after the Facility Termination Date.

2.10.        Rates Applicable After Default.  Notwithstanding anything to the contrary contained in Sections 2.7, 2.8 or 2.9, during the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower, declare that no Advance may be made as, converted into or continued as a Eurodollar Advance.  During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower, declare that (i) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Alternate Base  Rate in effect from time to time plus 2% per annum; provided that during the continuance of a Default under Sections 7(g) or 7(h), the interest rates set forth in clauses (i) and (ii) above shall be applicable to all Advances without any election or action on the part of the Administrative Agent or any Lender.

2.11.        Method of Payment.  All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent's address specified pursuant to Article 13, or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by 12:00 noon (local time) on the date when due and shall be applied ratably by the Administrative Agent among the Lenders.  Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article 13 or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender.  The Administrative Agent is hereby authorized to charge any account of the Borrower maintained with JPMorgan for each payment of principal, interest and fees as it becomes due hereunder.

2.12.        Noteless Agreement; Evidence of Indebtedness.

(a)                Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)               The Administrative Agent shall also maintain the Register pursuant to Section 12.3(c) and subaccounts for each Lender in which (taken together) it will record (a) the amount of each Loan made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (c) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.

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(c)                The entries maintained in the accounts, Register and subaccounts maintained pursuant to Sections 2.12(a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided that the failure of the Administrative Agent or any Lender to maintain such accounts, such Register or such subaccount, as applicable, or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

(d)               The Loans made by each Lender shall, if requested by the applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a Note, appropriately completed and executed by the Borrower and payable to the order of such Lender.  Each Note shall be entitled to all of the benefits of this Agreement and the other Loan Documents and shall be subject to the provisions hereof and thereof.

2.13.        Telephonic Notices.  The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow the Borrowing Notice and Conversion/Continuation Notices to be given telephonically.  The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, if such confirmation is requested by the Administrative Agent or any Lender, of each telephonic notice signed by an Authorized Officer.  If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error.

2.14.        Interest Payment Dates; Interest and Fee Basis.

(a)                Interest accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which such Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at the Facility Termination Date.  Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurodollar Advance on a day other than a Payment Date shall be payable on the date of conversion.

(b)               Interest accrued on each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at the Facility Termination Date.  Interest accrued on each Eurodollar Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period.

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(c)                Interest on Floating Rate Advances bearing interest at the Prime Rate shall be calculated for actual days elapsed on the basis of a 365, or when appropriate, 366 day year.  All other interest and all fees shall be calculated for actual days elapsed on the basis of a 360-day year.  Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 12:00 noon (local time) at the place of payment.  If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day (except for interest payments in respect of Eurodollar Advances whose Interest Period ends on a day which is not a Business Day, and the next succeeding Business Day falls in a new calendar month, in which case interest accrued on such Eurodollar Advance shall be payable on the immediately preceding Business Day) and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

2.15.        Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.  Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of the Borrowing Notice and each Conversion/Continuation Notice and repayment notice received by it hereunder.  The Administrative Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

2.16.        Lending Installations.  Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time.  All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation.  Each Lender may, by written notice to the Administrative Agent and the Borrower in accordance with Article 13, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

2.17.        Non-Receipt of Funds by the Administrative Agent.  Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment has been made.  The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption.  If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan.

2.18.        [Reserved.]

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2.19.        Replacement of Lender.  If the Borrower is required pursuant to Sections 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender so affected an "Affected Lender"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations (excluding the amounts payable by the Borrower pursuant to clause (ii) of this proviso) due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including payments due to such Affected Lender under Sections 3.1, 3.2 or 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

ARTICLE 3

YIELD PROTECTION; TAXES

3.1.            Yield Protection.  If, on or after the Closing Date, the adoption of any law or any governmental or quasi governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(i)                  subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes or to any increased costs from taxes which will be governed exclusively by Section 3.5) to any Lender in respect of its Eurodollar Advances, or

(ii)                imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or

(iii)               imposes any other condition the result of which is to increase the cost to any Lender (or any applicable Lending Installation) of making, funding or maintaining its Eurodollar Advances, or reduces any amount receivable by any Lender (or any applicable Lending Installation) in connection with its Eurodollar Advances, or requires any Lender (or any applicable Lending Installation) to make any payment calculated by reference to the amount of Eurodollar Advances held or interest received by it, by an amount deemed material by such Lender,

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and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation of making or maintaining its Eurodollar Advances, or to reduce the return received by such Lender or applicable Lending Installation in connection with such Eurodollar Advances, then, within fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

3.2.            Changes in Capital Adequacy Regulations.  If a Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender, or any corporation controlling such Lender is increased as a result of a Change, then, within fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans hereunder (after taking into account such Lender's policies as to capital adequacy).  "Change" means (i) any change after the Closing Date in the Risk-Based Capital Guidelines, or (ii) any adoption of or change in any other law, governmental or quasi governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Closing Date which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender.  "Risk-Based Capital Guidelines" means (i) the risk based capital guidelines in effect in the United States on the Closing Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the Closing Date.

3.3.            Availability of Types of Advances.  If any Lender determines that maintenance of its Eurodollar Advances at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Administrative Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4.

3.4.            Funding Indemnification.  If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance.

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3.5.            Taxes.

(a)                All payments by the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes.  If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made.

(b)               In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any Note ("Other Taxes").

(c)                The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent or such Lender and any liability (including penalties, interest and expenses, provided that the Administrative Agent and the Lenders shall use best efforts to avoid incurrence of the same) arising therefrom or with respect thereto.  Payments due under this indemnification shall be made within thirty (30) days of the date the Administrative Agent or such Lender makes demand therefor pursuant to Section 3.6.

(d)               Each Lender (or Transferee) that is organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia (a "Non−U.S. Lender") that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

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Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States of America, any Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non−U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Non−U.S. Lender is legally entitled to do so), whichever of the following is applicable:

(i)                  duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii)                duly completed copies of Internal Revenue Service Form W-8ECI,

(iii)               duly completed copies of Internal Revenue Service Form W-8IMY,

(iv)              with respect to clauses (i) - (iii), any subsequent versions thereof or successors thereto, in each case claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax and payments of interest hereunder,

(v)                in the case of a Non−U.S. Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or 881(c) of the Code, (x) a certificate to the effect that such Non−U.S. Lender is not (A) a "bank" for purposes of section 881(c) of the Code, (B) a "10-percent shareholder" (within the meaning of section 871(h)(3)(B) of the Code) of the Borrower (or any Affiliate thereof) and (C) a "controlled foreign corporation" related to the Borrower or any Affiliate thereof (within the meaning of section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Borrower in the event any of the above representations are no longer accurate and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

(vi)              any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

(e)                For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to Section 3.5(d) (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided) or Section 3.5(f), such Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under Section 3.5(d), the Borrower shall take such commercially-reasonable steps (at the cost of the Non-U.S. Lender) as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

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(f)                 Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

(g)                If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) and the Borrower shall have no liability pursuant to this Agreement to the Administrative Agent with respect to such amounts.  The obligations of the Lenders under this Section 3.5(g) shall survive the payment of the Obligations and termination of this Agreement.

(h)                Any Lender or Administrative Agent claiming any indemnity payment or additional payment amounts payable pursuant to this Section 3.5 shall use reasonable efforts (consistent with legal and regulatory restrictions and at the cost of the Borrower) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change (1) would avoid the need for or reduce the amount of any such indemnity payment or additional amount that may thereafter accrue, (2) would not require such Lender or the Agent to disclose any information such Lender or the Administrative Agent deems confidential and (3) would not subject such Lender or the Administrative Agent to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Administrative Agent.

(i)                  Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date of this Agreement, which will entitle such Lender to compensation pursuant to this Section 3.5; provided that (i) if any Lender fails to give such notice within 180 days after it obtains actual knowledge of such event (or, in the exercise of ordinary due diligence, should have obtained actual knowledge thereof), such Lender shall only be entitled to payments under this Section 3.5 for costs incurred from and after the date 180 days prior to the date that such Lender does give such notice.

3.6.            Alternate Lending Installation; Lender Statements; Survival of Indemnity.  To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Advances to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender.  Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections 3.1, 3.2, 3.4 or 3.5.
 

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Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error.  Determination of amounts payable under such Sections in connection with a Eurodollar Advance shall be calculated as though each Lender funded its Eurodollar Advance through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not.  Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement.  The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.
 

ARTICLE 4

CONDITIONS PRECEDENT

4.1.            Loans; Closing Date.  The Lenders shall not be required to make the Loans hereunder as described in Section 2.1, and the Closing Date shall not occur, unless:

(a)                The Borrower has furnished to the Administrative Agent sufficient copies for the Lenders of:

(i)                  Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.

(ii)                Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents.

(iii)               An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.

(iv)              A certificate, signed by an Authorized Officer, certifying the satisfaction of the condition in Section 4.1(c) below.

(v)                One or more written legal opinions of the Borrower's counsel, addressed to the Administrative Agent and the Lenders, dated as of the Closing Date, in form and substance reasonably acceptable to the Administrative Agent and attached hereto as Exhibit A.

(vi)              Signature pages or counterparts to this Agreement and the Fee Letter.

(vii)             Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender.

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(viii)           Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.

(ix)              Such other documents as any Lender or its counsel may have reasonably requested.

(b)               The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the Closing Date.

(c)                No Default or Unmatured Default exists on or as of the Closing Date.

(d)               The representations and warranties contained in Article 5 shall be true and correct on and as of the Closing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

(e)                All legal matters incident to the making of such Loans shall be satisfactory to the Lenders and their counsel.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

5.1.            Existence and Standing.  Each of the Borrower and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.2.            Authorization and Validity.  The Borrower has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder.  The execution and delivery by the Borrower of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

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5.3.            No Conflict; Government Consent.  Neither the execution and delivery by the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate, except to the extent that such violation, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement.  No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

5.4.            Financial Statements.  The December 31, 2007 consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with the Agreement Accounting Principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.

5.5.            Material Adverse Change.  Since December 31, 2007, there has been no change in the business, Property, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

5.6.            Taxes.  The Borrower and its Subsidiaries have filed all material United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles.  No tax liens have been filed and no claims are being asserted with respect to any such taxes claimed to be due and payable that would, if adversely determined, have a Material Adverse Effect.  The charges, accruals and reserves for taxes on the books of the Borrower and its Subsidiaries (to the extent in excess of $5,000,000) are adequate under Agreement Accounting Principles.  Notwithstanding any provision in this Agreement to the contrary, the only representations and warranties made by the Borrower with respect to matters relating to taxes shall be the representations and warranties set forth in this Section 5.6, and this Agreement shall not be interpreted in any manner that is contrary hereto.

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5.7.            Litigation and Contingent Obligations.  Except as set forth in the most recent consolidated financial statements provided to the Administrative Agent pursuant to Section 5.4 or Section 6.1, respectively, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of the Loans.  Other than any liability incident to any litigation, arbitration or proceeding, which, if decided adversely, would not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent liabilities or obligations not provided for or disclosed in the most recent consolidated financial statements provided to the Administrative Agent pursuant to Section 5.4 or Section 6.1, respectively.

5.8.            Subsidiaries.  Schedule 5.8 contains an accurate list of all Subsidiaries of the Borrower as of the Closing Date, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries.  All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and nonassessable.

5.9.            ERISA.  The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $75,000,000.  Neither the Borrower nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $25,000,000 in the aggregate.  Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither the Borrower nor any other member of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan.

5.10.        Accuracy of Information.  No information, exhibit or report furnished by the Borrower or any of its Subsidiaries to the Administrative Agent, the Arranger or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading.

5.11.        Regulation U.  Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

5.12.        Material Agreements.  Except as set forth in Schedule 5.12, neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction (a) which either prohibits or restricts the ability of any Subsidiary of Borrower to declare or pay dividends to the Borrower, or (b) which could reasonably be expected to have a Material Adverse Effect.  Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Material Indebtedness, which default could reasonably be expected to have a Material Adverse Effect.

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5.13.        Compliance With Laws.  The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect.

5.14.        Ownership of Properties.  Except as set forth on Schedule 5.14, as of the Closing Date, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.11, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Administrative Agent as owned by the Borrower and its Subsidiaries.

5.15.        Plan Assets; Prohibited Transactions.  The Borrower is not an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of the Loans hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

5.16.        Environmental Matters.  In the ordinary course of its business, the Borrower considers the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates potential risks and liabilities accruing to the Borrower due to Environmental Laws.  On the basis of this consideration, the Borrower has concluded that the potential risks and liabilities accruing to the Borrower due to Environmental Laws could not reasonably be expected to have a Material Adverse Effect.  Neither the Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which noncompliance or remedial action could reasonably be expected to have a Material Adverse Effect.

5.17.        Investment Company Act.  The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940.

5.18.        OFAC; PATRIOT Act.

(a)                Neither the Borrower or any of its Subsidiaries is a Sanctioned Person or does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC.

(b)               Each of the Borrower and its Subsidiaries is in compliance in all material respects with the PATRIOT Act.  No part of the proceeds of the Loans hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

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ARTICLE 6

COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6.1.            Financial Reporting.  The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with the Agreement Accounting Principles, and furnish to the Administrative Agent in sufficient copies for each of the Lenders:

(i)                  Within one hundred twenty (120) days after the close of each of its fiscal years (or, if earlier, within thirty (30) days after the Borrower is required to file its Annual Report on Form 10-K with the Securities and Exchange Commission for such fiscal year), an unqualified (except for qualifications relating to changes in Agreement Accounting Principles or practices reflecting changes in Agreement Accounting Principles and required or approved by the Borrower's independent registered public accountants) audit report certified by independent registered public accountants reasonably acceptable to the Lenders, prepared in accordance with the Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows.  Delivery by the Borrower to the Administrative Agent of copies of the Borrower's Annual Report on Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower's obligation under this clause (i) with respect to such year.

(ii)                Within sixty (60) days after the close of the first three quarterly periods of each of its fiscal years (or, if earlier, within fifteen (15) days after the Borrower is required to file its Quarterly Report on Form 10-Q for with the Securities and Exchange Commission for such period), consolidated and consolidating unaudited balance sheets as at the close of each the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by an Authorized Officer.  Delivery by the Borrower to the Administrative Agent of copies of the Borrower's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower's obligation under this clause (ii) with respect to such quarter.

(iii)               Together with the financial statements required under Sections 6.1(i) and (ii), (A) a compliance certificate in substantially the form of Exhibit B signed by an Authorized Officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (B) a calculation of the Indebtedness secured by Liens permitted under Section 6.11(xiii) in such form as is reasonably satisfactory to the Administrative Agent.

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(iv)              As soon as possible and in any event within ten (10) days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by an Authorized Officer, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto.

(v)                As soon as possible and in any event within ten (10) days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect.

(vi)              Promptly upon the furnishing thereof to the shareholders of the Borrower or the Parent, copies of all financial statements and reports so furnished.

(vii)             Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission.

(viii)           Such other information (including nonfinancial information) as the Administrative Agent or any Lender may from time to time reasonably request.

6.2.            Use of Proceeds.  The Borrower will, and will cause each Subsidiary to, use the proceeds of the Loans solely (a) to purchase (i) the $116,300,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (Idaho Power Company Project) Series 2006 and (ii) the $49,800,000 Humboldt County, Nevada Pollution Control Revenue Refunding Bonds (Idaho Power Company Project) Series 2003 (collectively, the "Bonds"), (b) for the payment of interest, fees and expenses incurred in connection with the Bonds and (c) for the payment of interest, fees and expenses incurred in connection with this Agreement.

6.3.            Notice of Default, etc.  The Borrower will, and will cause each Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of (i) any Default or Unmatured Default and (ii) the commencement of or any ruling in any litigation, or any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect.

6.4.            Conduct of Business.  The Borrower will, and will cause each Material Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

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6.5.            Taxes.  The Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles.

6.6.            Insurance.  The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the Borrower will furnish to any Lender upon request full information as to the insurance carried.

6.7.            Compliance with Laws.  The Borrower will, and will cause each Subsidiary to, comply in all material respects with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, including all Environmental Laws.

6.8.            Maintenance of Properties.  The Borrower will, and will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times.

6.9.            Inspection.  The Borrower will, and will cause each Subsidiary to, permit the Administrative Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or any Lender may designate.

6.10.        Merger and Sale of Assets.  Without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld), the Borrower will not, nor will it permit any Material Subsidiary to, merge or consolidate with or into any other Person, or sell or otherwise dispose of all or substantially all of its Property to another Person except that (i) a Material Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary, (ii) a Material Subsidiary may dispose of all or substantially all of its Property to the Borrower or a Wholly-Owned Subsidiary, or (iii) the Borrower or any Subsidiary may sell, transfer, contribute, convey or dispose of accounts, general intangibles and/or chattel paper (each as defined in Article 9 of the Uniform Commercial Code) and associated collateral, lockbox and other collection accounts, records and/or proceeds in connection with a Permitted Receivables Securitization.

6.11.        Liens.  The Borrower will not, nor will it permit any Material Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any Material Subsidiary, except:

(i)                  Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books;

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(ii)                Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books;

(iii)               Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(iv)              Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries;

(v)                Liens existing on the date hereof and described in Schedule 5.14;

(vi)              Liens on Property of the Borrower or any of its Material Subsidiaries created solely for the purpose of securing Indebtedness incurred to fund the purchase price of Property, provided that no such Lien shall extend to or cover any other Property of the Borrower or its Material Subsidiaries other than the Property so acquired and the original principal amount of the Indebtedness so secured by any such Lien shall not exceed the original purchase price of the Property so acquired;

(vii)             The Lien of the First Mortgage and any Lien described in any deeds or other instruments under which property has been conveyed to the Borrower and to which the Lien of the First Mortgage is expressly made subject;

(viii)           Any Lien existing on any property or asset prior to the Acquisition thereof by the Borrower or any Material Subsidiary provided that the Acquisition is permitted under Section 6.13 and such Lien is not created in contemplation of or in connection with such Acquisition;

(ix)              Liens arising under a Permitted Receivables Securitization;

(x)                Liens arising by operation of law with respect to any deposit, securities and commodity account; provided that (a) the right of the Borrower or the applicable Material Subsidiary to withdraw assets from such account shall not be restricted other than by customary rules of general application (such as restrictions on withdrawals during the time required for a check to clear); and (b) such account is not intended by the Borrower or any Material Subsidiary to provide collateral to the applicable depository institution, securities intermediary or commodities intermediary;
 

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(xi)              Liens in favor of the Administrative Agent hereunder;

(xii)             Any Lien arising out of the refinancing, extension, or renewal of any Indebtedness secured by any Lien permitted by clause (v) of this Section 6.11; provided that such Indebtedness is not increased and is not secured by any additional assets; and

(xiii)            (A) Liens incurred by the Borrower or the Parent in connection with Rate Management Transactions entered into by either the Borrower or the Parent in the ordinary course of business and not for speculation and in accordance with its established risk management policies, and (B) other Liens incurred by the Borrower or the Parent in the ordinary course of business, provided that the aggregate principal amount of the Indebtedness secured by the Liens permitted under this clause (xiii) shall not exceed $50,000,000 at any one time outstanding.

6.12.        Leverage Ratio.  The Borrower will not permit the ratio, determined as of the end of each of its fiscal quarters, of (i) Consolidated Indebtedness to (ii) Consolidated Total Capitalization to be greater than 0.65 to 1.0.

6.13.        Investments and Acquisitions.  Without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld), the Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including loans and advances to, and other Investments in, Subsidiaries, or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture), or to make any Acquisition of any Person, except:

(i)                  Cash Equivalent Investments and Investments permitted by the investment policies approved from time to time by the board of directors of the Borrower or the relevant Subsidiary, as applicable;

(ii)                Investments in, and loans and advances to, Subsidiaries existing as of the date hereof and other Investments existing as of the date hereof;

(iii)               Investments by Subsidiaries in securities of the Borrower and Investments by the Borrower and its Subsidiaries in any business trust controlled, directly or indirectly, by the Borrower to the extent such business trust purchases securities of the Borrower;

(iv)              In addition to Investments otherwise permitted hereunder, Investments and Acquisitions related to the energy business of the Borrower and its Subsidiaries made after the date hereof in an aggregate amount not exceeding $750,000,000 at any one time outstanding; and

(v)                Investments by the Borrower or a Subsidiary in connection with a Permitted Receivables Securitization.

6.14.        Subsidiary Dividend Restrictions.  The Borrower will not, nor will it permit any Material Subsidiary to, become a party to any agreement prohibiting or restricting the ability of such Material Subsidiary to declare or pay dividends to the Borrower, except as disclosed in Schedule 5.12, other than prohibitions or restrictions in connection with a Permitted Receivables Securitization.

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6.15.        Affiliates.  The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate that is not a Subsidiary except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction; provided, that for the avoidance of doubt, nothing contained in this Section 6.15 shall prohibit the Borrower from paying dividends to the Parent.

6.16.        OFAC, PATRIOT Act Compliance.  The Borrower will, and will cause each of its Subsidiaries to, (i) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the PATRIOT Act.

ARTICLE 7

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

(a)                Any representation or warranty made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement or any Loan Document, any Loans, or any report, certificate, financial statement or other information delivered in connection with this Agreement or any other Loan Document shall be false in any material respect when so made, deemed made or delivered.

(b)               Nonpayment of principal of any Loan when due; or nonpayment of interest on any Loan, any fee payable by the Borrower hereunder or any other obligation under any of the Loan Documents within five (5) days after the same becomes due.

(c)                The breach by the Borrower of any of the terms or provisions of Section 6.2. 6.3(i) (and (i) in the case of failure to deliver notice of a Default arising under Section 7(d), five (5) days shall have elapsed after an Authorized Officer obtained knowledge of such Default, and (ii) in the case of failure to deliver notice of a Default arising under Section 7(e), twenty (20) days shall have elapsed after an Authorized Officer obtained knowledge of such Default), 6.10, 6.11, 6.12 or 6.13.

(d)               The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of Section 6.9 or 6.14 which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender.

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(e)                The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of this Agreement which is not remedied within twenty (20) days after written notice from the Administrative Agent or any Lender.

(f)                 Failure of the Borrower or any of its Subsidiaries to pay when due any Material Indebtedness; or the default by the Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.

(g)                The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7(g) or (vi) fail to contest in good faith any appointment or proceeding described in Section 7(h).

(h)                Without the application, approval or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7(g) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days.

(i)                  Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each, a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion; provided that the term "Condemnation" shall not include any voluntary transfer by the Borrower or any of its Subsidiaries of its electronic transmission line facilities, or any interest therein, to a regional independent grid operator.

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(j)                 The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $25,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.

(k)               The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $75,000,000 or any Reportable Event shall occur in connection with any Plan, or the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $25,000,000.

(l)                  The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect.

(m)              Any Change in Control shall occur.

(n)                The Parent shall cease to own, free and clear of all Liens, 100% of the outstanding shares of voting stock of the Borrower.

ARTICLE 8

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

 

8.1.            Acceleration.

(a)                If any Default described in Sections 7(g) or 7(h) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender.  If any other Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives.

(b)               If, within fourteen (14) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7(g) or 7(h) with respect to the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

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8.2.            Amendments.  Neither this Agreement or any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders); provided, however, that no such agreement shall:

(i)                  unless agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder, (ii) extend the scheduled date for the payment of any principal of or interest on any Loan (including any scheduled date for the mandatory reduction or termination of any Commitments), or extend the time of payment of any fees hereunder, or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof;

(ii)                unless agreed to by all of the Lenders, (A) modify the definition of the term "Required Lenders", or (B) change or waive any provision of Section 11.2, any other provision of this Agreement or any other Loan Document requiring pro rata treatment of any Lenders, or this Section 8.2; and

(iii)               unless agreed to by the Administrative Agent, no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

8.3.            Preservation of Rights.  No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of any Loans notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loans shall not constitute any waiver or acquiescence.  Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent specifically set forth in such writing.  All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

ARTICLE 9

GENERAL PROVISIONS

9.1.            Survival of Representations.  All representations and warranties of the Borrower contained in this Agreement shall survive the making of the Loans herein contemplated.

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9.2.            Governmental Regulation.  Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3.            Headings.  Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.4.            Entire Agreement.  The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof.

9.5.            Several Obligations; Benefits of this Agreement.  The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such).  The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.  This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and any Person indemnified under Section 9.6 or any other provision of this Agreement, and their respective successors and assigns, provided that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

9.6.            Expenses; Indemnification.

(a)                The Borrower shall reimburse the Administrative Agent and the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents.  The Borrower also agrees to reimburse the Administrative Agent, the Arranger and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Administrative Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent, the Arranger or a Lender) paid or incurred by the Administrative Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents.  Expenses being reimbursed by the Borrower under this Section include reasonable costs and expenses incurred in connection with the Reports described in the following sentence.  The Borrower acknowledges that from time to time JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by JPMorgan from information furnished to it by or on behalf of the Borrower, after JPMorgan has exercised its rights of inspection pursuant to this Agreement.

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(b)               The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, each Lender, their respective Affiliates, and each of their partners, directors, officers, employees, agents and advisors (each such Person being called an "Indemnitee") against all losses, claims, damages, penalties, judgments, liabilities and expenses (including all expenses of litigation or preparation therefor whether or not such Indemnitee is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loans hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification.

(c)                The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

9.7.            Numbers of Documents.  All statements, notices, closing documents, and requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.

9.8.            Accounting.  Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with Agreement Accounting Principles.

9.9.            Severability of Provisions.  Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

9.10.        Nonliability of Lenders.  The relationship between the Borrower on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender.  None of the Administrative Agent, the Arranger or any Lender shall have any fiduciary responsibilities to the Borrower.  None of the Administrative Agent, the Arranger or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower's business or operations.  The Borrower agrees that no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought.  No Indemnitee shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue for, (i) any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby, and (ii) any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.  The provisions of this Section 9.10 shall survive the termination of this Agreement.

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9.11.        Confidentiality.  Each Lender agrees to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates, directors, officers, employees and agents and to other Lenders and their respective Affiliates, directors, officers, employees and agents (ii) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee, (iii) to regulatory officials having jurisdiction over such Lender or any of its Affiliates, (iv) as required by law, regulation, or legal process, (v) as required in connection with any legal proceeding to which such Lender is a party, (vi) to such Lender's actual or prospective direct or indirect contractual counterparties in Rate Management Transactions or to legal counsel, accountants and other professional advisors to such counterparties, (vii) permitted by Section 12.4, (viii) in connection with the exercise of rights or remedies hereunder or any action or proceeding relating to this agreement and (ix) to the extent, and in the manner, consented to by the Borrower.  In the case of any disclosure pursuant to clause (i), (ii), (vi) or (vii) above, each Person to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential.  In the case of any requested disclosure pursuant to clause (iv) or (v) above, the applicable Lender will give prompt notice of the request to the Borrower (unless prohibited by the terms of the applicable law, regulation, subpoena or other legal process or proceeding) so that the Borrower may endeavor to obtain a protective order or other assurance of confidential treatment.

9.12.        Nonreliance.  Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) for the repayment of the Loans provided for herein.

9.13.        Disclosure.  The Borrower and each Lender hereby acknowledge and agree that JPMorgan and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates.

9.14.        PATRIOT Act Notice.  Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act.

9.15.        Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.  This Agreement shall be effective when it has been executed by the Borrower, the Administrative Agent and the Lenders as of the Closing Date and each party has notified the Administrative Agent by facsimile transmission or telephone that it has taken such action; provided that, for the avoidance of doubt, the Commitments shall not become effective until all of the conditions set forth in Section 4.1 have been satisfied or waived in accordance with the terms hereof.

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ARTICLE 10

THE ADMINISTRATIVE AGENT

10.1.        Appointment; Nature of Relationship.  JPMorgan is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Administrative Agent") hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents.  The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 10.  Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents.  In its capacity as the Lenders' contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents.  Each of the Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

10.2.        Powers.  The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto.  The Administrative Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent.

10.3.        General Immunity.  Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person.

10.4.        No Responsibility for Loans, Recitals, etc.  Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder or the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article 4, except receipt of items required to be delivered solely to the Administrative Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries.  The Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity).

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10.5.        Action on Instructions of Lenders.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders.  The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such).  The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

10.6.        Employment of Administrative Agents and Counsel.  The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through directors, officers, employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders (except as to money or securities received by it or its authorized agents) for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.  The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent's duties hereunder and under any other Loan Document.

10.7.        Reliance on Documents; Counsel.  The Administrative Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent.  Without limiting the foregoing, the Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.8.        Administrative Agent's Reimbursement and Indemnification.  The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares (i) for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (x) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent and (y) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof.  The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

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10.9.        Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Unmatured Default and stating that such notice is a "notice of default".  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders.

10.10.    Rights as a Lender.  In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Loans as any Lender and may exercise the same as though it were not the Administrative Agent, and the term "Lender" or "Lenders" shall, at any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity.  The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby from engaging with any other Person.  The Administrative Agent, in its individual capacity, is not obligated to remain a Lender.

10.11.    Lender Credit Decision.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

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10.12.    Successor Administrative Agent.  The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five (45) days after the retiring Administrative Agent gives notice of its intention to resign.  Upon any such resignation, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent.  If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty (30) days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent.  Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates, which is a commercial bank as a successor Administrative Agent hereunder.  If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders.  No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment.  Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000.  Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent.  Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents.  After the effectiveness of the resignation of an Administrative Agent, the provisions of this Article 10 shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.  In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

10.13.    Administrative Agent and Arranger Fees.  The Borrower agrees to pay to the Administrative Agent and the Arranger, for their accounts, the fees agreed to by the Borrower, the Administrative Agent and/or the Arranger pursuant to the Fee Letter.

10.14.    Delegation to Affiliates.  The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates.  Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Article 9 and Article 10.

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10.15.    Other Agents.  No Lender now or hereafter identified on the cover page, the signature pages or otherwise in this Agreement, or in any document related hereto, as being the "Syndication Agent" or a "Documentation Agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity other than those applicable to all Lenders.  Each Lender acknowledges that it has not relied, and will not rely, on any Person so identified in deciding to enter into this Agreement or in taking or refraining from taking any action hereunder or pursuant hereto.

ARTICLE 11

SETOFF; RATABLE PAYMENTS

11.1.        Setoff.  In addition to, and without limitation of, any rights (including other rights of setoff) of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any of its respective Affiliates to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender or any such Affiliate whether or not the Obligations, or any part thereof, shall then be due.  Each Lender agrees to notify the Borrower and the Administrative Agent in writing promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.2.        Ratable Payments.  If any Lender, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Sections 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure.  If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Share of the Aggregate Outstanding Credit Exposure.  In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.  If an amount to be setoff is to be applied to Indebtedness of the Borrower to a Lender other than Indebtedness comprised of the Outstanding Credit Exposure of such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness comprised of such Outstanding Credit Exposure.

ARTICLE 12

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

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12.1.        Successors and Assigns.  The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents without the written consent of each Lender, (ii) any assignment by any Lender must be made in compliance with Section 12.3 and (iii) any participation by any Lender must be made in compliance with Section 12.2. The parties to this Agreement acknowledge that clause (ii) of the foregoing sentence relates only to absolute assignments and does not prohibit assignments creating security interests, including (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3.  The Administrative Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided that the Administrative Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person.  Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents.  Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.

12.2.        Participations.

(a)                Permitted Participants; Effect.  Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents.  In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents.

(b)               Voting Rights.  Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loans or Commitment in which such Participant has an interest which forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan or Commitment, extends the Facility Termination Date, postpones any date fixed for any regularly-scheduled payment of principal of, or interest or fees on, any such Loan or Commitment, releases any guarantor of any such Loan or releases all or substantially all of the collateral, if any, securing any such Loan.
 

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(c)                Benefit of Setoff.  The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant.  The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.

12.3.        Assignments.

(a)                Permitted Assignments.  Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities ("Purchasers") all or any part of its rights and obligations under the Loan Documents.  Such assignment shall be substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto.  The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an Approved Fund; provided that if a Default has occurred and is continuing, the consent of the Borrower shall not be required.  Such consent shall not be unreasonably withheld or delayed.  Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof or an Approved Fund shall (unless each of the Borrower (so long as no Default has occurred and is continuing) and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $10,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or Outstanding Credit Exposure (if the applicable Commitment has been terminated).

(b)               Effect; Effective Date.  Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Section 12.3(a), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent in its sole discretion), such assignment shall become effective on the effective date specified in such assignment.  The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA.  On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser; provided, however, that for the avoidance of doubt, the transferor Lender shall continue to be entitled to the benefits of those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents.  Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(a), the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or, if the Commitments have terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

46

(c)                Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its office in referred to in Schedule 13.1 a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and Outstanding Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

12.4.        Dissemination of Information.  The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a "Transferee") and any prospective Transferee any and all information in such Lender's possession concerning the creditworthiness of the Borrower and its Subsidiaries, including any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

12.5.        Tax Treatment.  If any interest in any Loan Document is transferred to any Transferee, which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(d) and such Transferee shall not be entitled to any additional payments under Section 3.5, (i) unless, and only to the extent, that the transferor Lender was entitled to amounts under Section 3.5, or (ii) in the event that payments to the Transferee were not subject to any withholding at the time of transfer and became subject to withholding as a result of a Change In Law.

ARTICLE 13

NOTICES

13.1.        Notices.

(a)                Except as otherwise permitted by Section 2.13 with respect to borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Administrative Agent, at its address or facsimile number set forth on Schedule 13.1, (y) in the case of any Lender, at its address or facsimile number set forth in its Administrative Questionnaire or (z) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower in accordance with the provisions of this Section 13.1.  Each such notice, request or other communication shall be effective (i) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address specified in this Section; provided that notices to the Administrative Agent under Article 2 shall not be effective until received.  Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

47

(b)               Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent or as otherwise determined by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication.  The Administrative Agent or the Borrower may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise determines, provided that such determination or approval may be limited to particular notices or communications.  Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

13.2.        Change of Address.  The Borrower, the Administrative Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE 14

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

14.1.        CHOICE OF LAW.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL (EXCEPT AS MAY BE EXPRESSLY OTHERWISE PROVIDED IN ANY LOAN DOCUMENT) BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).

48

14.2.        CONSENT TO JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW  YORK.

14.3.        WAIVER OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

Signatures Follow

49

IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this Agreement as of the date first above written.

IDAHO POWER COMPANY, as the Borrower

By:       /s/ Darrel T. Anderson                                     

Name:  Darrel T. Anderson

Title:     Sr. Vice President - Administrative Services and Chief Financial Officer

Idaho Power Company Term Loan Credit Agreement

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender

By:       /s/ Jennifer E. Fitzgerald                                   

Name:  Jennifer E. Fitzgerald

Title:     Associate                                                        

Idaho Power Company Term Loan Credit Agreement

BANK OF AMERICA, N.A., as a Lender

By:       /s/ James J. Telchman                                      

Name:  James J. Telchman                                                       

Title:     Vice President

Idaho Power Company Term Loan Credit Agreement

UNION BANK OF CALIFORNIA, N.A., as a Lender

By:       /s/ Jesus Serrano                                             

Name:  Jesus Serrano                                                              

Title:     Vice President

Idaho Power Company Term Loan Credit Agreement

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

By:       /s/ Henry R. Biedrzycki                                    

Name:  Henry R. Biedrzycki                                                    

Title:     Director

                Idaho Power Company Term Loan Credit Agreement

SCHEDULE I

COMMITMENTS

Lender	Commitment
JPMorgan Chase Bank, N.A.	$ 42,500,000
Bank of America, N.A.	$ 42,500,000
Union Bank of California, N.A.	$ 42,500,000
Wachovia Bank, National Association	$ 42,500,000
TOTAL	$170,000,000

I-1

SCHEDULE 5.8

SUBSIDIARIES AND OTHER INVESTMENTS

(As of December 31, 2007)

[Intentionally Omitted]

Schedule 5.8

SCHEDULE 5.12

MATERIAL AGREEMENTS

None.

Schedule 5.12

SCHEDULE 5.14

INDEBTEDNESS AND LIENS

Following is a list of existing liens of the Borrower and Subsidiaries:

Borrower:

Indebtedness Owed To: Bondholders pursuant to that certain Mortgage and Deed of Trust, dated as of October 1, 1937 between Borrower and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) and R.G. Page (Stanley Burg, successor individual trustee), as Trustee, as supplemented and amended.

Property Encumbered: All existing and after-acquired real and personal property of Borrower.

Amount of Indebtedness: The aggregate principal amount of Idaho Power Company First Mortgage Bonds outstanding as of December 31, 2007 was $1.111 billion. The amount of First Mortgage Bonds issuable by Borrower, giving effect to the Forty-second Supplemental Indenture, is limited to a maximum of $1.5 billion, but subject to increase at any time and may be further limited by property, earnings and other provisions of the Mortgage.
 

Schedule 5.14

SCHEDULE 13.1
NOTICE ADDRESSES
 

Address for notices for Borrower:
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
Attention:  Steven R. Keen, Vice President and Treasurer
Telephone: 208-388-2600
Fax: 208-388-2879
Email: skeen@idahopower.com
 

Address for notices as Administrative Agent:
JPMorgan Chase Bank, N.A.
10 South Dearborn St., Floor 07
Chicago, Illinois  60603
Attention: Walter Jones
Telephone: 312-732-5078
Fax: 312-385-7096
Email: walter.h.jones@chase.com
 

Address for notices for Credit Contact:
JPMorgan Chase Bank, N.A.
10 South Dearborn St., Floor 09
Chicago, Illinois  60603
Attention: Jennifer Fitzgerald
Telephone: 312-732-1754
Fax: 312-732-1762
Email:  jennifer.e.fitzgerald@jpmorgan.com

Schedule 13.1

EXHIBITS A-E

[Intentionally Omitted]

EX-12

Exhibit 12.1
IDACORP, Inc.
Consolidated Financial Information
Ratio of Earnings to Fixed Charges
	Three Months		Twelve Months Ended
	Ended		December 31,
	March 31,		(Thousands of Dollars)
	2008		2007		2006		2005		2004		2003
Earnings, as defined:
Income from continuing operations before income taxes	$	27,300	$	96,003	$	115,452	$	103,326	$	60,830	$	31,063
Adjust for distributed income of equity investees	4,036		6,064		(9,347)		(10,370)		1,990		(2,136)
Equity in loss of equity method investments	-		-		-		-		-		-
Minority interest in losses of majority owned
subsidiaries	-		-		-		-		(48)		(435)
Fixed charges, as below	20,223		72,879		65,745		64,379		66,137		68,134
Total earnings, as defined	$	51,559	$	174,946	$	171,850	$	157,335	$	128,909	$	96,626
Fixed charges, as defined:
Interest charges1	$	19,971	$	71,946	$	64,720	$	62,962	$	61,269	$	64,813
Preferred stock dividends of  subsidiaries - gross up -
IDACORP rate	-		-		-		-		3,216		1,915
Rental interest factor	252		933		1,025		1,417		1,652		1,406
Total fixed charges, as defined	$	20,223	$	72,879	$	65,745	$	64,379	$	66,137	$	68,134
Ratio of earnings to fixed charges	2.55 x		2.40 x		2.61 x		2.44 x		1.95 x		1.42 x
1 FIN 48 interest is not included in interest charges.

EX-12

Exhibit 12.2
IDACORP, Inc.
Consolidated Financial Information
Supplemental Ratio of Earnings to Fixed Charges
	Three Months		Twelve Months Ended
	Ended		December 31,
	March 31,		(Thousands of Dollars)
	2008		2007		2006		2005		2004		2003
Earnings, as defined:
Income from continuing operations before income taxes	$	27,300	$	96,003	$	115,452	$	103,327	$	60,830	$	31,063
Adjust for distributed income of equity investees	4,036		6,064		(9,347)		(10,370)		1,990		(2,136)
Equity in loss of equity method investments	-		-		-		-		-		-
Minority interest in losses of majority owned
subsidiaries	-		-		-		-		(48)		(435)
Supplemental fixed charges, as below	20,678		74,631		67,521		65,991		67,654		69,679
Total earnings, as defined	$	52,014	$	176,698	$	173,626	$	158,948	$	130,426	$	98,171
Fixed charges, as defined:
Interest charges1	$	19,971	$	71,946	$	64,720	$	62,962	$	61,269	$	64,813
Preferred stock dividends of  subsidiaries - gross up -
IDACORP rate	-		-		-		-		3,216		1,915
Rental interest factor	252		933		1,025		1,417		1,652		1,406
Total fixed charges, as defined	$	20,223	$	72,879	$	65,745	$	64,379	$	66,137	$	68,134
Supplemental increment to fixed charges2	455		1,752		1,776		1,612		1,517		1,545
Total supplemental fixed charges	$	20,678	$	74,631	$	67,521	$	65,991	$	67,654	$	69,679
Ratio of earnings to fixed charges	2.52 x		2.37 x		2.57 x		2.41 x		1.93 x		1.41 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-12

Exhibit 12.3
IDACORP, Inc.
Consolidated Financial Information
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Requirements
	Three Months		Twelve Months Ended
	Ended		December 31,
	March 31,		(Thousands of Dollars)
	2008		2007		2006		2005		2004		2003
Earnings, as defined:
Income from continuing operations before income taxes	$	27,300	$	96,003	$	115,452	$	103,327	$	60,830	$	31,063
Adjust for distributed income of equity investees	4,036		6,064		(9,347)		(10,370)		1,990		(2,136)
Equity in loss of equity method investments	-		-		-		-		-		-
Minority interest in losses of majority owned
subsidiaries	-		-		-		-		(48)		(435)
Fixed charges, as below	20,223		72,879		65,745		64,379		66,137		68,134
Total earnings, as defined	$	51,559	$	174,946	$	171,850	$	157,336	$	128,909	$	96,626
Fixed charges, as defined:
Interest charges1	$	19,971	$	71,946	$	64,720	$	62,962	$	61,269	$	64,813
Preferred stock dividends of  subsidiaries - gross up -
IDACORP rate	-		-		-		-		3,216		1,915
Rental interest factor	252		933		1,025		1,417		1,652		1,406
Total fixed charges	$	20,223	$	72,879	$	65,745	$	64,379	$	66,137	$	68,134
Preferred dividends requirements	$	-	$	-	$	-	$	-	$	-	$	-
Total combined fixed charges	$	20,223	$	72,879	$	65,745	$	64,379	$	66,137	$	68,134
Ratio of earnings to combined fixed charges and preferred
dividends	2.55 x		2.40 x		2.61 x		2.44 x		1.95 x		1.42 x
1 FIN 48 interest is not included in interest charges.

EX-12

Exhibit 12.4
IDACORP, Inc.
Consolidated Financial Information
Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividends Requirements
	Three Months		Twelve Months Ended
	Ended		December 31,
	March 31,		(Thousands of Dollars)
	2008		2007		2006		2005		2004		2003
Earnings, as defined:
Income from continuing operations before income taxes	$	27,300	$	96,003	$	115,452	$	103,327	$	60,830	$	31,063
Adjust for distributed income of equity investees	4,036		6,064		(9,347)		(10,370)		1,990		(2,136)
Equity in loss of equity method investments	-		-		-		-		-		-
Minority interest in losses of majority owned
subsidiaries	-		-		-		-		(48)		(435)
Supplemental fixed charges and preferred dividends, as
below	20,678		74,631		67,521		65,991		67,654		69,679
Total earnings, as defined	$	52,014	$	176,698	$	173,626	$	158,948	$	130,426	$	98,171
Fixed charges, as defined:
Interest charges1	$	19,971	$	71,946	$	64,720	$	62,962	$	61,269	$	64,813
Preferred stock dividends of  subsidiaries - gross up -
IDACORP rate	-		-		-		-		3,216		1,915
Rental interest factor	252		933		1,025		1,417		1,652		1,406
Total fixed charges	$	20,223	$	72,879	$	65,745	$	64,379	$	66,137	$	68,134
Supplemental increment to fixed charges2	455		1,752		1,776		1,612		1,517		1,545
Supplemental fixed charges	20,678		74,631		67,521		65,991		67,654		69,679
Preferred dividends requirements	-		-		-		-		-		-
Total combined supplemental	$	20,678	$	74,631	$	67,521	$	65,991	$	67,654	$	69,679
Supplemental ratio of earnings to combined fixed charges
and preferred dividends	2.52 x		2.37 x		2.57 x		2.41 x		1.93 x		1.41 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-12

Exhibit 12.5
Idaho Power Company
Consolidated Financial Information
Ratio of Earnings to Fixed Charges
	Three Months		Twelve Months Ended
	Ended		December 31,
	March 31,		(Thousands of Dollars)
	2008		2007		2006		2005		2004		2003
Earnings, as defined:
Income before income taxes	$	31,522	$	111,965	$	137,890	$	115,764	$	76,936	$	80,319
Adjust for distributed income of equity investees	796		(5,553)		(9,347)		(10,370)		1,990		(2,136)
Equity in loss of equity method investments	-		-		-		-		-		-
Minority interest in losses of majority owned
subsidiaries	-		-		-		-		-		-
Fixed charges, as below	19,244		68,272		60,687		57,739		55,530		60,304
Total earnings, as defined	$	51,562	$	174,684	$	189,230	$	163,133	$	134,456	$	138,487
Fixed charges, as defined:
Interest charges1	$	18,998	$	67,386	$	59,955	$	56,866	$	54,297	$	59,363
Rental interest factor	246		886		732		873		1,233		941
Total fixed charges, as defined	$	19,244	$	68,272	$	60,687	$	57,739	$	55,530	$	60,304
Ratio of earnings to fixed charges	2.68 x		2.56 x		3.12 x		2.83 x		2.42 x		2.30 x
1 FIN 48 interest is not included in interest charges.

EX-12

Exhibit 12.6
Idaho Power Company
Consolidated Financial Information
Supplemental Ratio of Earnings to Fixed Charges
	Three Months		Twelve Months Ended
	Ended		December 31,
	March 31,		(Thousands of Dollars)
	2008		2007		2006		2005		2004		2003
Earnings, as defined:
Income before income taxes	$	31,522	$	111,965	$	137,890	$	115,764	$	76,936	$	80,319
Adjust for distributed income of equity investees	796		(5,553)		(9,347)		(10,370)		1,990		(2,136)
Equity in loss of equity method investments	-		-		-		-		-		-
Minority interest in losses of majority owned
subsidiaries	-		-		-		-		-		-
Supplemental fixed charges, as below	19,699		70,024		62,463		59,351		57,047		61,849
Total earnings, as defined	$	52,017	$	176,436	$	191,006	$	164,745	$	135,973	$	140,032
Fixed charges, as defined:
Interest charges1	$	18,998	$	67,386	$	59,955	$	56,866	$	54,297	$	59,363
Rental interest factor	246		886		732		873		1,233		941
Total fixed charges	$	19,244	$	68,272	$	60,687	$	57,739	$	55,530	$	60,304
Supplemental increment to fixed charges2	455		1,752		1,776		1,612		1,517		1,545
Total supplemental fixed charges	$	19,699	$	70,024	$	62,463	$	59,351	$	57,047	$	61,849
Supplemental ratio of earnings to fixed charges	2.64 x		2.52 x		3.06 x		2.78 x		2.38 x		2.26 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

May 7, 2008

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 March 31, 2008 and 2007, as indicated in our reports dated May 7, 2008; 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 March 31, 2008, are incorporated by reference in Registration Statement Nos. 333-64737, 333-83434, and 333-103917 on Form S-3 and Registration Statement Nos. 333-65406, 333-104254, 333-125259, and 333-143404 on Form S-8 of IDACORP, Inc. and Registration Statement No. 333-147807 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.

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 we 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:	May 8, 2008	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 we 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:	May 8, 2008	By:	/s/Darrel T. Anderson
			Darrel T. Anderson
			Senior 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 we 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:	May 8, 2008	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 we 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:	May 8, 2008	By:	/s/Darrel T. Anderson
			Darrel T. Anderson
			Senior 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 March 31, 2008, (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

May 8, 2008

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 March 31, 2008, (the "Report"), I, Darrel T. Anderson, Senior 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

Senior Vice President - Administrative Services

and Chief Financial Officer

May 8, 2008

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 March 31, 2008, (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

May 8, 2008

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 March 31, 2008, (the "Report"), I, Darrel T. Anderson, Senior 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

Senior Vice President - Administrative Services

and Chief Financial Officer

May 8, 2008

EX-99

 Exhibit 99

IDACORP

1221 W. Idaho Street
Boise, ID   83702

May 8, 2008

FOR IMMEDIATE RELEASE

Lawrence F. Spencer, Director of Investor Relations
Phone:  (208) 388-2664
lspencer@idacorpinc.com

IDACORP Announces First Quarter 2008 Results

BOISE - IDACORP, Inc. (NYSE:IDA) reported first quarter net income of $21.7 million, or 48 cents per share, compared to $24.6 million or 56 cents per share in 2007.

"Our hydroelectric production levels during the quarter were lower than last year and below average for the period," said IDACORP President and Chief Executive Officer J. LaMont Keen. "Higher power supply costs, reduced earnings at Bridger Coal Company, and greater interest charges contributed to the decline in earnings.  Increases in revenues due to colder weather over the first three months and higher retail rates during March partially offset the earnings decline."

Settlement of the company's 2007 Idaho general rate case increased rates an average of 5.2 percent effective March 1. Keen noted this increase is expected to enhance earnings over the balance of the year.

Analysis of Earnings per Diluted Share

The following table summarizes diluted earnings (losses) per share from each business:

		Three months ended
		March 31,
		2008		2007
Earnings (Losses) From:
	Idaho Power	$	0.47		$	0.53
	IDACORP Financial Services		0.02			0.04
	Ida-West Energy		0.00			0.00
	Holding Company		(0.01)			(0.01)
Earnings Per Diluted Share		$	0.48		$	0.56

Page 1 of 8

First Quarter 2008 Performance Summary

A summary of IDACORP's net income and earnings per diluted share for the first quarter of the last two years is as follows:

	Three months ended
	March 31,
	2008		2007
Net income ($000's)	$	21,716	$	24,647
Average outstanding shares - diluted (000s)		45,004		43,820
Earnings per diluted share	$	0.48	$	0.56

The key factors affecting the change in IDACORP's net income for the first quarter of 2008 include (amounts shown are net of income taxes):

•         IPC's net income was $21.3 million in the first quarter of 2008, a decrease of $2 million as compared to the first quarter of 2007.  The key factors affecting the change in IPC's net income include:

•         Increased retail sales contributed $5.9 million to general business revenue for the quarter.  IPC's service territory had 15 percent more heating degree days as compared to the same period in 2007 and four percent more heating degree days than normal.  IPC continues to experience customer growth, with the average number of general business customers increasing 9,166 compared to the first quarter of 2007, an increase of two percent.

•         Rate increases added $12.4 million to general business revenue for the quarter as compared to the same period last year.  A PCA increase on June 1, 2007 increased rates by an average of 14.5 percent, or $11.8 million.  In addition, a general rate increase of 5.2 percent became effective March 1, 2008, and increased general business revenue $0.6 million.

•         Increased net power supply costs (fuel and purchased power less off-system sales), net of the current PCA deferral decreased earnings by $17.7 million (including the effects of the LGAR described below) for the quarter as compared to the same period last year.  During the first quarter of 2008, IPC experienced poor hydroelectric generating conditions that have carried over from 2007.  IPC's hydroelectric generation decreased to 46 percent of total system generation for the quarter as compared to 51 percent in 2007.

•         The Load Growth Adjustment Rate (LGAR) mechanism, a component of the PCA, reduced earnings by $3.2 million.  Most of the impact came in January and February as base loads and the rate were reset in March in connection with the general rate case.

•         Bridger Coal Company's results in the first quarter were $1.6 million below last year, primarily due to difficulties with its underground longwall mining operations in January and February 2008.

•         Increased interest charges, primarily due to increases in long-term debt balances and variable interest rates, reduced earnings $1.7 million.

•         IFS earnings decreased $1.1 million for the quarter.  The reduction is primarily due to lower tax benefits from aging investments and lower earnings on variable rate instruments.

Page 2 of 8

2008 Outlook

The Northwest River Forecast Center (NWRFC) currently projects 4.9 million acre-feet (maf) of water will flow into Brownlee Reservoir during the April through July period. The NWRFC's 30-year average measured inflow into Brownlee is 6.3 maf during the period. In 2007, April-July inflows were 2.8 maf.

The outlook for key operating and financial metrics is:

		2008 Estimates
Key Operating & Financial Metrics 1		Current	Previous
Idaho Power Operation &
Maintenance Expense (Millions)		No change	$285-$295
Idaho Power Capital Expenditures
(Millions) 2		$270-$290	$280-$300
Idaho Power Hydroelectric
Generation (Million MWh) 3		6.0-8.0	7.0-9.0
Non-regulated Subsidiary Earnings
Per Share 4		No change	$0.05-$0.10
Effective Tax Rates:
	Idaho Power	No change	32%-36%
	Consolidated - IDACORP	No change	20%-24%

(1)     Key operating and financial metrics will be updated quarterly.

(2)     The decrease in capital expenditures is due to the impact of the estimated decline in new customer connections and the deferral of certain capital expenditures.

(3)     The decrease in the range is attributable to a change in the level of actual versus forecasted precipitation during the spring period.  For the first four months of 2008 actual precipitation has been less than 50% of normal.

(4)     Estimates include contributions from Ida-West Energy and IDACORP Financial netted against holding company expenses.

Web Cast / Conference Call

The company will hold an analyst conference call today at 2:30 p.m. Mountain Time (4:30 p.m. Eastern Time).  All parties interested in listening may do so through a live Web cast.  Details of the conference call logistics are posted on the company's Web site (http://www.idacorpinc.com).  A replay of the conference call will be available on the company's Web site for a period of 12 months.

Background Information / Safe Harbor Statement

Boise, Idaho-based IDACORP, formed in 1998, is a holding company comprised of Idaho Power Company, a regulated electric utility; IDACORP Financial, a holder of affordable housing projects and other real estate investments; and Ida-West Energy, an operator of small hydroelectric generation projects that satisfy the requirements of the Public Utility Regulatory Policies Act of 1978.

Page 3 of 8

Certain statements contained in this news release, including statements with respect to future earnings, ongoing operations, and financial conditions, are "forward-looking statements" within the meaning of federal securities laws.  Although IDACORP and Idaho Power believe that the expectations and assumptions reflected in these forward-looking statements are reasonable, these statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in the statements.  Factors that could cause actual results to differ materially from the forward-looking statements include:  changes in and compliance with governmental policies, including new interpretations of existing policies, and regulatory actions and regulatory audits, including those of the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, the Idaho Public Utilities Commission, and the Oregon Public Utility Commission with respect to allowed rates of return, industry and rate structure, day-to-day business operations, acquisition and disposal of assets and facilities, operation and construction of plant facilities, provision of transmission services, relicensing of hydroelectric projects, recovery of power supply costs, recovery of capital investments, present or prospective wholesale and retail competition, including but not limited to retail wheeling and transmission costs, and other refund proceedings; changes arising from the Energy Policy Act of 2005; changes in tax laws or related regulations or new interpretations of applicable law by the Internal Revenue Service or other taxing jurisdiction; litigation and regulatory proceedings, including those resulting from the energy situation in the western United States, and penalties and settlements that influence business and profitability; changes in and compliance with laws, regulations, and policies including changes in law and compliance with environmental, natural resources, endangered species and safety laws, regulations and policies and the adoption of laws and regulations addressing greenhouse gas emissions or global climate change; global climate change and weather variations affecting customer demand and hydroelectric generation; over-appropriation of surface and groundwater in the Snake River Basin resulting in reduced generation at hydroelectric facilities; construction of power generation, transmission and distribution facilities, including an inability to obtain required governmental permits and approvals, rights-of-way and siting, and risks related to contracting, construction and start-up; operation of power generating facilities including performance below expected levels, breakdown or failure of equipment, availability of transmission and fuel supply; changes in operating expenses and capital expenditures, including costs and availability of materials, fuel and commodities; blackouts or other disruptions of Idaho Power Company's transmission system or the western interconnected transmission system; impacts from the formation of a regional transmission organization or the development of another transmission group; population growth rates and other demographic patterns; market prices and demand for energy, including structural market changes; fluctuations in sources and uses of cash; results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by factors such as credit ratings and general economic conditions; actions by credit rating agencies, including changes in rating criteria and new interpretations of existing criteria; changes in interest rates or rates of inflation; performance of the stock market and changes in interest rates, which affect the amount 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; homeland security, acts of war or terrorism; natural disasters and other natural risks, such as earthquake, flood, drought, lightning, wind and fire; adoption of or changes in critical accounting policies or estimates; and new accounting or Securities and Exchange Commission requirements, or new interpretation or application of existing requirements.  Any such forward-looking statements should be considered in light of such factors and others noted in the companies' Annual Report on Form 10-K for the year ended December 31, 2007 and other reports on file with the Securities and Exchange Commission.  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.

Page 4 of 8

IDACORP, Inc.
Condensed Consolidated Statements of Income
For Periods Ended March 31, 2008 and 2007
Summary Financial Information
(unaudited)
(Thousands of Dollars, except per share amounts)

					Three Months Ended
					3/31/08		3/31/07
Operating Revenues:
	Electric Utility:
		General business			$	167,313	$	137,251
		Off-system sales				33,363		57,838
		Other revenues				12,120		10,839
			Total electric utility revenues			212,796		205,928
	Other					644		783
			Total Operating Revenues			213,440		206,711
Operating Expenses:
	Electric Utility:
			Purchased power			45,299		50,817
			Fuel expense			37,237		30,913
			Power cost adjustment			(17,744)		(21,536)
			Other operations & maintenance			68,927		67,827
			Demand-side management			3,364		2,115
			Depreciation			25,750		25,290
			Taxes other than income taxes			4,803		4,918
				Total electric utility expenses		167,636		160,344
	Other					1,048		2,588
				Total Operating Expenses		168,684		162,932
Operating Income (Loss):
	Electric Utility					45,160		45,584
	Other					(404)		(1,805)
			Total Operating Income			44,756		43,779
Other Income						4,417		5,389
Losses of Unconsolidated
	Equity-Method Investments					(4,036)		(1,326)
Other Expenses						365		3,212
Interest Expense:
	Interest on long-term debt.					16,876		13,548
	Other interest					596		1,604
			Total Interest expense			17,472		15,152
Income Before Income Taxes						27,300		29,478
Income Tax Expense						5,584		4,898
Income from Continuing Operations						21,716		24,580
Income from Discontinued
	Operations (net of tax)					-		67
Net Income					$	21,716	$	24,647
Weighted Average Common Shares
	Outstanding-Basic (000's)					44,847		43,687
Weighted Average Common Shares
	Outstanding-Diluted (000's)					45,004		43,820
Earnings per Share of Common Stock (basic & diluted):
	Earnings per Share from Continuing Operations				$	0.48	$	0.56
	Earnings per Share from Discontinued Operations					0.00		0.00
	Diluted Earnings per Share of Common Stock				$	0.48	$	0.56
Dividends Paid per Share of Common Stock					$	0.30	$	0.30

Page 5 of 8

IDACORP, Inc.
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2008 and 2007
Summary Financial Information
(unaudited)
(Thousands of Dollars)

				Three Months Ended
				3/31/08		3/31/07
Operating Activities
	Net Income			$	21,716	$	24,647
	Adjustments to reconcile net income to
		net cash provided by operating activities:			30,777		30,287
			Depreciation and amortization		12,617		7,580
			Deferred income taxes and investment tax credits		(20,466)		(19,002)
			Changes in regulatory assets and liabilities		931		(1,566)
			Undistributed (earnings) losses of subsidiaries		-		(1,604)
			Gain on sales of assets		120		2,515
			Other non-cash adjustments to net income
	Change in:
			Accounts receivable and prepayments		1,811		602
			Accounts payable and other accrued liabilities		(29,869)		(46,132)
			Taxes accrued		(5,843)		593
			Other		9,123		23,101
		Net cash provided by operating activities			20,917		21,021
Investing Activities
	Additions to property, plant and equipment				(52,863)		(49,601)
	Proceeds from the sale of IDACOMM				-		7,283
	Investments in affordable housing				(8,487)		300
	Investments in unconsolidated affiliates				(5,000)		(350)
	Purchase of available-for-sale securities				-		(24,349)
	Proceeds from the sale of available-for-sale securities				-		25,296
	Purchase of held-to-maturity securities				-		(400)
	Maturity of held-to-maturity securities				1,780		530
		Other assets			(531)		481
			Net cash used in investing activities		(65,101)		(40,810)
Financing Activities
	Retirement of long-term debt				(1,779)		(2,696)
	Dividends on common stock				(13,475)		(13,131)
	Net change in short-term borrowings				57,063		27,427
	Issuance of common stock				2,213		2,234
	Acquisition of treasury stock				(269)		(338)
	Other				(131)		(38)
		Net cash provided by financing activities			43,622		13,458
	Net decrease in cash and cash equivalents				(562)		(6,331)
	Cash and cash equivalents at beginning of period				7,966		9,892
	Cash and cash equivalents at end of period			$	7,404	$	3,561

Page 6 of 8

IDACORP, Inc.
Condensed Consolidated Balance Sheets
As of March 31, 2008 and December 31, 2007
Summary Financial Information
(unaudited)
(Thousands of Dollars)

				3/31/08		12/31/07
Assets
	Cash and cash equivalents			$	7,404	$	7,966
	Receivables, net of allowance				118,521		118,695
	Employee notes				2,171		2,128
		Other current assets			135,818		137,918
		Total current assets			263,914		266,707
	Investments				205,452		201,085
	Property, plant and equipment-net				2,648,969		2,616,552
	Regulatory assets				473,146		449,668
	Employee notes - long-term				2,328		2,325
	Other assets				115,655		116,971
		Total other assets			591,129		568,964
			Total Assets	$	3,709,464	$	3,653,308
Liabilities and Shareholders' Equity
	Current maturities of long-term debt			$	11,328	$	11,456
	Notes payable				243,509		186,445
	Accounts payable				58,536		85,116
	Other current liabilities				100,549		92,298
		Total current liabilities			413,922		375,315
	Deferred income taxes				479,589		466,182
	Regulatory liabilities				275,425		274,204
	Other liabilities				167,751		173,412
		Total other liabilities			922,765		913,798
	Long-term debt				1,155,290		1,156,880
	Shareholders' equity				1,217,487		1,207,315
		Total Liabilities & Shareholders' Equity		$	3,709,464	$	3,653,308

Page 7 of 8

Idaho Power Company Supplemental Operating Statistics

				Three Months Ended
				3/31/08		3/31/07
Energy Use - MWh
	Residential				1,588,912		1,464,276
	Commercial				998,994		943,210
	Industrial				850,838		871,215
	Irrigation				11,061		5,226
			Total General Business		3,449,805		3,283,927
	Off-System Sales				517,944		964,388
			Total		3,967,749		4,248,315
Revenue ($000's)
	Residential			$	95,242	$	78,582
	Commercial				44,675		36,208
	Industrial				26,657		22,099
	Irrigation				739		362
	Total General Business				167,313		137,251
	Off-System Sales				33,363		57,838
		Total		$	200,676	$	195,089
Customers - Period End
	Residential				401,228		394,942
	Commercial				63,026		60,877
	Industrial				121		126
	Irrigation				18,148		17,872
		Total			482,523		473,817

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