Common use of Acceptance of Terms Clause in Contracts

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. By: ----------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee By: ----------------------------------- Name: -50- Title: ------------------------------------ [ ], as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ THIS CERTIFICATE OF TRUST of IDACORP Trust I (the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AGREEMENT, THE GUARANTEE AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPIn Witness Whereof, INCthe parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company By: ----------------------------------- -------------------------------- Name: Title: BANKERS TRUST COMPANYThe Bank Of New York, as Property Trustee By: ----------------------------------- -------------------------------- Name: Title: BANKERS TRUST The Bank Of New York (DELAWAREDelaware), as Delaware Trustee By: ----------------------------------- -------------------------------- Name: -50- Title: ------------------------------------ [ ]-------------------------------- ------------------, as Administrative Trustee ------------------------------------ [ ]-------------------------------- ------------------, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP HL&P CAPITAL TRUST ___ THIS CERTIFICATE OF TRUST of IDACORP HL&P Capital Trust I ___ (the "Trust"), dated as of September January __, 19981997, is being duly executed and filed by the undersigned, undersigned as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, (S) 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.------- -- ---

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. IDACORP75 - 70 - NATIONAL PENN BANCSHARES, INC. as Depositor By: ----------------------------------- :__________________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- :__________________________________ Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------- :__________________________________ Name: -50- Title: ------------------------------------ [ ]Subscribed to and Accepted by, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee the Initial Administrators: _________________________________ Gary ▇. ▇▇▇▇▇▇ _________________________________ Sand▇▇ ▇. ▇▇▇▇▇ 76 EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] 77 EXHIBIT B [INSERT FORM OF IDACORP CERTIFICATE DEPOSITARY AGREEMENT] THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ 31,299 Certificate Evidencing Common Securities of NPB Capital Trust ___ THIS CERTIFICATE OF TRUST __% Common Securities (liquidation amount $25 per Common Security) NPB Capital Trust, a statutory business trust formed under the laws of IDACORP Trust I the State of Delaware (the "Issuer Trust"), hereby certifies that National Penn Bancshares, Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of September May __, 19981997, as the same may be amended from time to time (the "Trust Agreement") among National Penn Bancshares, Inc, as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is being duly executed and filed bound by the undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. 79 Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. ss. 3801, et seqAgreement.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. IDACORP, INC. BROAD NATIONAL BANCORPORATION as Depositor By: ----------------------------------- --------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- --------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------- --------------------------------- Name: -50- Title: ------------------------------------ [ ]Subscribed to and Accepted by, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee the Initial Administrators: ------------------------------ ------------------------------ EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF IDACORP CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-________ THIS CERTIFICATE OF TRUST Certificate Evidencing Common Securities of IDACORP BNB Capital Trust I _____% Common Securities (liquidation amount $10 per Common Security) BNB Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Broad National Bancorporation (the "Holder") is the registered owner of ____________ (___) common securities of the Issuer Trust representing undivided beneficial interests in the assets of the Issuer Trust and has designated the ____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of September June __, 19981997, as the same may be amended from time to time (the "Trust Agreement") among Broad National Bancorporation, as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is being duly executed and filed bound by the undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. ss. 3801, et seqAgreement.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. Greater Bay Bancorp By: ----------------------------------- _____________________________________ Name: Title: BANKERS TRUST COMPANYWilmington Trust Company, as Property Trustee By: ----------------------------------- ____________________________________ Name: Title: BANKERS TRUST (DELAWARE)Wilmington Trust Company, as Delaware Trustee By: ----------------------------------- _____________________________________ Name: -50- Title: ------------------------------------ [ ]/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ---------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Administrative Trustee /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ---------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ THIS CERTIFICATE OF TRUST GBB CAPITAL I This Certificate of IDACORP Trust of GBB Capital I (the "Trust"), dated as of September __________, 19981997, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, ((S)) 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. IDACORP, INC. GREATER COMMUNITY BANCORP as Depositor By: ----------------------------------- --------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- --------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------- --------------------------------- Name: -50- Title: ------------------------------------ [ ]Subscribed to and Accepted by, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee the Initial Administrators: ------------------------------- ------------------------------- EXHIBIT A [CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [FORM OF IDACORP CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of GCB Capital Trust ___ THIS CERTIFICATE OF TRUST __% Common Securities (liquidation amount $25 per Common Security) GCB Capital Trust, a statutory business trust formed under the laws of IDACORP Trust I the State of Delaware (the "Issuer Trust"), hereby certifies that Greater Community Bancorp (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the assets of the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of September __________________, 19981997, as the same may be amended from time to time (the "Trust Agreement") among Greater Community Bancorp as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is being duly executed and filed bound by the undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. ss. 3801, et seqAgreement.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, INC. as Depositor By: ----------------------------------- ------------------------------------ Name: Title: BANKERS TRUST COMPANYFIRST UNION NATIONAL BANK, as Property Trustee By: ----------------------------------- ------------------------------------ Name: Title: BANKERS TRUST (FIRST UNION BANK OF DELAWARE), as Delaware Trustee By: ----------------------------------- ------------------------------------ Name: -50- Title: ------------------------------------ [ ], as Administrative Trustee ------------------------------------ [ ]▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP ENTERPRISE CAPITAL TRUST ___ II THIS CERTIFICATE OF TRUST of IDACORP Enterprise Capital Trust I II (the "Trust"), dated as of September December ___, 1998, 1997 is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, INC. as Depositor By: ----------------------------------- ------------------------------------------ Name: Title: BANKERS TRUST COMPANYWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: ----------------------------------- ------------------------------------------ Name: Title: BANKERS WACHOVIA TRUST (DELAWARE)COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ----------------------------------- ------------------------------------------ Name: -50- Title: ------------------------------------ [ ]-----------------------------, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee Name: EXHIBIT A CERTIFICATE OF TRUST OF IDACORP PSEG FUNDING TRUST ___ I THIS CERTIFICATE OF TRUST of IDACORP PSEG Funding Trust I (the "Trust"), dated as of September __March 18, 19982002, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ssC.ss. 3801, 3801 et seq.) (the "Act"). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust AgreementOF THE TRUST AGREEMENT, Guarantee and IndentureTHE GUARANTEE AND THE INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPINDIANA UNITED BANCORP, INC. as Depositor By: ----------------------------------- Name: Title: BANKERS ---------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chairman and President ▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY, as Property Trustee By: ----------------------------------- ---------------------------------------- Name: Title: BANKERS WILMINGTON TRUST (DELAWARE)COMPANY, as Delaware Trustee By: ----------------------------------- ---------------------------------------- Name: -50- Title: ------------------------------------ [ ]--------------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]--------------------------------------------- ▇▇▇ ▇. ▇▇▇▇▇, as Administrative Trustee --------------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP IUB CAPITAL TRUST ___ THIS CERTIFICATE OF TRUST of IDACORP Trust I OF IUB CAPITAL TRUST (the "Trust"), dated as of September ___________, 19981997, is being duly executed and filed by the undersignedWILMINGTON TRUST COMPANY, a Delaware banking corporation, _____________________, _________________ and ____________________________, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, Section 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPUBLIC SERVICE ELECTRIC AND GAS COMPANY, INC. as Depositor By: ----------------------------------- --------------------------------------------- Name: Title: BANKERS TRUST COMPANYWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: ----------------------------------- --------------------------------------------- Name: Title: BANKERS WACHOVIA TRUST (DELAWARE)COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ----------------------------------- --------------------------------------------- Name: -50- Title: ------------------------------------ [ ], as Administrative Trustee ------------------------------------ [ ]----------------------------- Mark G. Kahrer, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP PSE&G CAPITAL TRUST ___ V THIS CERTIFICATE OF TRUST of IDACORP PSE&G Capital Trust I V (the "Trust"), dated as of September __July 28, 19982003, is being duly executed and filed by the undersigned, as trustees, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. ss. 3801, 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPUBLIC SERVICE ELECTRIC AND GAS COMPANY, INC. as Depositor By: ----------------------------------- --------------------------- Name: Title: BANKERS TRUST COMPANYWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: ----------------------------------- --------------------------- Name: Title: BANKERS WACHOVIA TRUST (DELAWARE)COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ----------------------------------- --------------------------- Name: -50- Title: ------------------------------------ [ ]------------------------------- Mark G. Kahrer, as Administrative Trustee ------------------------------------ [ ], as Administrative ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP PSE&G CAPITAL TRUST ___ VI THIS CERTIFICATE OF TRUST of IDACORP PSE&G Capital Trust I VI (the "Trust"), dated as of September __July 28, 19982003, is being duly executed and filed by the undersigned, as trustees, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. ss. 3801, 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of the Trust Agreement, the Guarantee and the Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPWITHOUT LIMITING THE FOREGOING, BY ACCEPTANCE OF A PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. 50 GREAT SOUTHERN BANCORP, INC. ., as Depositor By: ----------------------------------- ________________________________________ Name: :_______________________________ Title: BANKERS :______________________________ WILMINGTON TRUST COMPANY, as Property Trustee By: ----------------------------------- ________________________________________ Name: :_______________________________ Title: BANKERS :______________________________ WILMINGTON TRUST (DELAWARE)COMPANY, as Delaware Trustee By: ----------------------------------- ________________________________________ Name: -50- :_______________________________ Title: ------------------------------------ [ ]:______________________________ ____________________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]____________________________________________ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee ____________________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP GREAT SOUTHERN CAPITAL TRUST ___ I THIS CERTIFICATE OF TRUST of IDACORP Trust OF GREAT SOUTHERN CAPITAL TRUST I (the "Trust"), dated as of September __March 23, 19982001, is being duly executed and filed by the undersignedWILMINGTON TRUST COMPANY, a Delaware banking corporation, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, each an individual, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, Section 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. Mellon Bank Corporation By: ----------------------------------- :_____________________________________ Name: Title: BANKERS TRUST COMPANYThe Chase Manhattan Bank, as Property Trustee By: ----------------------------------- :____________________________________ Name: Title: BANKERS TRUST (DELAWARE)Chase Manhattan Bank Delaware, as Delaware Trustee By: ----------------------------------- :_____________________________________ Name: -50- Title: ------------------------------------ [ ]---------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]---------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ THIS CERTIFICATE OF TRUST MELLON CAPITAL I This Certificate of IDACORP Trust of Mellon Capital I (the "Trust"), dated as of September __November 27, 19981996, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, ((S)) 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE AND INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPRENAISSANCERE HOLDINGS LTD., INC. By: ----------------------------------- Name: Title: BANKERS TRUST COMPANY, as Depositor as Property Trustee By: ----------------------------------- ________________________ By: ___________________________ Name: Name: Title: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee _____________________________ By: ----------------------------------- ___________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Name: -50- Title: ------------------------------------ [ ], as Administrative Trustee ------------------------------------ [ ]Title: _____________________________ ▇▇▇▇▇ ▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP RENAISSANCERE CAPITAL TRUST ___ THIS CERTIFICATE OF TRUST II This Certificate of IDACORP Trust I of RenaissanceRe Capital Trust II (the "Trust"), dated as of September __January 5, 19982001, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPUBLIC SERVICE ELECTRIC AND GAS COMPANY, INC. as Depositor By: ----------------------------------- ______________________________________ Name: Title: BANKERS TRUST COMPANYWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: ----------------------------------- ______________________________________ Name: Title: BANKERS WACHOVIA TRUST (DELAWARE)COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ----------------------------------- ______________________________________ Name: -50- Title: ------------------------------------ [ ]__________________________________________ Mark G. Kahrer, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee ▇▇▇▇▇▇▇ EXHIBIT A CERTIFICATE OF TRUST OF IDACORP PSE&G CAPITAL TRUST ___ VII THIS CERTIFICATE OF TRUST of IDACORP PSE&G Capital Trust I VII (the "Trust"), dated as of September __July 28, 19982003, is being duly executed and filed by the undersigned, as trustees, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. ss. 3801, 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. COMMERCIAL FEDERAL CORPORATION By: ----------------------------------- ------------------------------------- Name: Title: BANKERS ▇▇▇▇▇▇ TRUST COMPANY& SAVINGS BANK, as Property Trustee By: ----------------------------------- Name: Title: BANKERS WILMINGTON TRUST (DELAWARE)COMPANY, as Delaware Trustee By: ----------------------------------- ------------------------------------- Name: -50- Title: ------------------------------------ [ ]---------------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]---------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP CFC PREFERRED TRUST ___ THIS CERTIFICATE OF TRUST This Certificate of IDACORP Trust I of CFC Preferred Trust (the "Trust"), dated as of September __January 29, 19981997, is being duly executed and filed by the undersignedWilmington Trust Company, a Delaware banking corporation, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. Section 3801, et et. seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE AND INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPACE INA HOLDINGS INC., INC. as Depositor By: ----------------------------------- ------------------------------------------- Name: Title: BANKERS TRUST COMPANYTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: ----------------------------------- ------------------------------------------- Name: Title: BANKERS TRUST (BANK ONE DELAWARE), INC., as Delaware Trustee By: ----------------------------------- ------------------------------------------- Name: -50- Title: ------------------------------------ [ ]----------------------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]Trustee. ----------------------------------------------- ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A A-1 CERTIFICATE OF TRUST OF IDACORP ACE CAPITAL TRUST ___ THIS CERTIFICATE OF TRUST III This Certificate of IDACORP Trust I of ACE Capital Trust III (the "Trust"), dated as of September __May 19, 19981999, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. Del.C. ss. 3801, . et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. IDACORPPREMIER FINANCIAL BANCORP, INC. as Depositor By: ----------------------------------- ------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- ------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------- ------------------------------- Name: -50- Title: ------------------------------------ [ ]Subscribed to and Accepted by, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee the Initial Administrators: ------------------------ ------------------------- EXHIBIT A [CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [FORM OF IDACORP CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of PFBI Capital Trust ___ THIS CERTIFICATE OF TRUST __% Common Securities (liquidation amount $25 per Common Security) PFBI Capital Trust, a statutory business trust formed under the laws of IDACORP Trust I the State of Delaware (the "Issuer Trust"), hereby certifies that Premier Financial Bancorp, Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the assets of the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of September __________________, 19981997, as the same may be amended from time to time (the "Trust Agreement") among Premier Financial Bancorp, Inc. as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is being duly executed and filed bound by the undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. ss. 3801, et seqAgreement.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPSEG POWER LLC, INC. as Depositor By: ----------------------------------- ------------------------------------------ Name: Title: BANKERS TRUST COMPANYTHE BANK OF NEW YORK, as Property Trustee By: ----------------------------------- ------------------------------------------ Name: Title: BANKERS TRUST THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: ----------------------------------- ------------------------------------------ Name: -50- Title: ------------------------------------ [ ]-----------------------------------------, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee Name: EXHIBIT A CERTIFICATE OF TRUST OF IDACORP PSEG POWER CAPITAL TRUST ___ THIS CERTIFICATE OF TRUST of IDACORP PSEG Power Capital Trust I __ (the "Trust"), dated as of September ________, 1998__, is being duly executed and filed by the undersigned, as trustees, to form a business [business] [statutory] trust under the Delaware Business [Business] [Statutory] Trust Act (12 Del. C. ss. 3801, 3801 et seq.) (the "Act"). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, INC. as Depositor By: ----------------------------------- _____________________________________ Name: Title: BANKERS TRUST COMPANYWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: ----------------------------------- _____________________________________ Name: Title: BANKERS WACHOVIA TRUST (DELAWARE)COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ----------------------------------- _____________________________________ Name: -50- Title: ------------------------------------ [ ]____________________________________, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee Name: EXHIBIT A CERTIFICATE OF TRUST OF IDACORP PSEG FUNDING TRUST ___ THIS CERTIFICATE OF TRUST of IDACORP PSEG Funding Trust I __ (the "Trust"), dated as of September __July 31, 19982002, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ssC.ss. 3801, 3801 et seq.) (the "Act"). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust AgreementDeclaration of Trust, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION OF TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS DECLARATION OF TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPREPUBLIC NEW YORK CORPORATION, INC. Depositor By: ----------------------------------- ------------------------------------ Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- ------------------------------------ Name: Title: B-42 114 BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------- ------------------------------------ Name: -50- Title: ------------------------------------ [ ]Thom▇▇ ▇. ▇▇▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]Step▇▇▇ ▇▇▇li, as Administrative Trustee B-43 115 EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ REPUBLIC NEW YORK CAPITAL THIS CERTIFICATE OF TRUST of IDACORP Trust I Republic New York Capital (the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersignedBankers Trust (Delaware), a Delaware banking corporation, as trusteestrustee, Thom▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ individual, as trustee and Step▇▇▇ ▇▇▇li, an individual, as trustee to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. Section 3801, et seq.). (i) Name1. The name of the business trust formed hereby is IDACORP Republic New York Capital . 2. The name and business address of the trustee of the Trust ___which has its principal place of business in the State of Delaware are as follows: Bankers Trust (Delaware) 1011 ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. 3. This Certificate of Trust shall be effective upon filing with the Secretary of State. 4. The Trust created hereby shall terminate on .

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. USF&G CORPORATION By: ----------------------------------- Name: ▇▇▇ ▇. ▇▇▇▇ Title: BANKERS TRUST COMPANYExecutive Vice President, Chief Financial Officer The Bank of New York, as Property Trustee By: ----------------------------------- Name: Title: BANKERS TRUST The Bank of New York (DELAWAREDelaware), as Delaware Trustee By: ----------------------------------- Name: -50- Title: ------------------------------------ [ ]The Administrators ---------------------------------- J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]Administrator ---------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as Administrative Trustee Administrator ---------------------------------- ▇▇▇▇ ▇▇▇▇▇▇▇, as Administrator EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ USF&G CAPITAL I THIS CERTIFICATE OF TRUST of IDACORP Trust USF&G Capital I (the "Trust"), dated as of September __December 28, 19981995, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, Del.C.(S)3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE AND INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, -57- SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPWITHOUT LIMITING THE FOREGOING, INCBY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. By: ----------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee By: ----------------------------------- Name: -50- Title: ------------------------------------ [ [Remainder of Page Left Intentionally Blank], as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ THIS CERTIFICATE OF TRUST of IDACORP Trust I (the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. COVANTA ENERGY CORPORATION By: ----------------------------------- ----------------------------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- ----------------------------------------------------- Name: Title: BANKERS WILMINGTON TRUST (DELAWARE)COMPANY, as Delaware Trustee By: ----------------------------------- ----------------------------------------------------- Name: -50- Title: ------------------------------------ [ ], as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP COVANTA CAPITAL TRUST ___ [ ] THIS CERTIFICATE OF TRUST of IDACORP Trust I COVANTA CAPITAL TRUST [ ](the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersigned, as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801ss.ss.3801, et seq.) (the "Act"). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AGREEMENT, THE GUARANTEE AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPIn Witness Whereof, INCthe parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company By: ----------------------------------- /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ____________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: BANKERS TRUST COMPANYAuthorized Agent The Bank Of New York, as Property Trustee By: ----------------------------------- /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ ____________________________ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: BANKERS TRUST Assistant Vice President The Bank Of New York (DELAWAREDelaware), as Delaware Trustee By: ----------------------------------- /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ____________________________ Name: -50- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: ------------------------------------ [ ]Authorized Agent /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ____________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ____________________________ ▇▇▇▇▇ ▇▇▇▇▇▇, as Administrative Trustee /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ____________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP HL&P CAPITAL TRUST ___ I THIS CERTIFICATE OF TRUST of IDACORP HL&P Capital Trust I (the "Trust"), dated as of September __January 10, 19981997, is being duly executed and filed by the undersigned, undersigned as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, (S) 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A 86 -80- BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPATLAS AIR, INC. ., as Depositor By: ----------------------------------- :_____________________________________ Name: Title: BANKERS TRUST COMPANYTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: ----------------------------------- :_____________________________________ Name: Title: BANKERS TRUST (DELAWARE)FIRST CHICAGO DELAWARE INC., as Delaware Trustee By: ----------------------------------- :_____________________________________ Name: -50- Title: ------------------------------------ ________________________________________ [ ], as Administrative Trustee ------------------------------------ ________________________________________ [ ], as Administrative Trustee EXHIBIT A ________________________________________ [ ], as Administrative Trustee 87 CERTIFICATE OF TRUST OF IDACORP TRUST ___ ATLAS AIR CAPITAL II THIS CERTIFICATE OF TRUST Certificate of IDACORP Trust I of Atlas Air Capital II (the "Trust"), dated as of September __April 23, 19981999, is being duly executed and filed by the undersignedThe First National Bank of Chicago, as a national banking association, First Chicago Delaware Inc., a Delaware corporation, and Step▇▇▇ ▇▇▇▇▇, ▇▇ trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, Section 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. IDACORP, INC. 74 - 69 - STERLING FINANCIAL CORPORATION as Depositor By: ----------------------------------- ------------------------------------ Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- ------------------------------------ Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------- ------------------------------------ Name: -50- Title: ------------------------------------ [ ]Subscribed to and Accepted by, as Administrative Trustee the Initial Administrators: ------------------------------------ [ ], as Administrative Trustee Haro▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------ Dani▇▇ ▇. ▇▇▇▇▇ 75 EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] 76 EXHIBIT B [INSERT FORM OF IDACORP CERTIFICATE DEPOSITARY AGREEMENT] 77 EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST _AGREEMENT Certificate Number Number of Common Securities C-__ THIS CERTIFICATE OF TRUST 31,299 Certificate Evidencing Common Securities of IDACORP Sterling Capital Trust I 9.25 % Common Securities (liquidation amount $25 per Common Security) Sterling Capital Trust I, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Sterling Financial Corporation (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of September May __, 19981997, as the same may be amended from time to time (the "Trust Agreement") among Sterling Financial Corporation, as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is being duly executed and filed bound by the undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. 78 Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. ss. 3801, et seqAgreement.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPProvidian Bancorp, INC. Inc. By: ----------------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: BANKERS TRUST COMPANYSenior Vice President and Senior Financial Officer The Bank Of New York, as Property Trustee By: ----------------------------------- /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: BANKERS TRUST Assistant Vice President The Bank Of New York (DELAWAREDelaware), as Delaware Trustee By: ----------------------------------- /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------------------- Name: -50- ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: ------------------------------------ [ ], as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee Authorized Signatory EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST PROVIDIAN CAPITAL I EXHIBIT B CERTIFICATE DEPOSITORY AGREEMENT EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF COMMON SECURITIES C-__ ______________ THIS CERTIFICATE EVIDENCING COMMON SECURITIES OF TRUST PROVIDIAN CAPITAL I 9.525% COMMON SECURITIES, SERIES A (LIQUIDATION AMOUNT $1,000 PER COMMON SECURITY) Providian Capital I, a statutory business trust formed under the Business Trust Act of IDACORP Trust I the State of Delaware (the "Trust"), hereby certifies that Providian Bancorp, Inc. (the "Holder") is the registered owner of _____________________________________ (_____) common securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the 9.525% Common Securities (liquidation amount $1,000 per common security) (the "Common Securities"). In accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust, dated as of September February 4, 1997, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. In Witness Whereof, one of the Administrators of the Trust has executed this certificate this 4th day of February, 1997. Providian Capital I By: _________________________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Administrator EXHIBIT D AGREEMENT AS TO EXPENSES AND LIABILITIES Agreement dated as of February 4, 19981997, is being duly executed between Providian Bancorp, Inc., a Delaware corporation (the "Company"), and filed by the undersignedProvidian Capital I, as trustees, to form a statutory business trust formed under the Delaware Business Trust Act of the State of Delaware (12 Del. C. ss. 3801, et seq.the "Trust"). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. IDACORP, ACCEPTANCE INSURANCE COMPANIES INC. as Depositor By: ----------------------------------- _______________________________ Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- _______________________________ Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------- _______________________________ Name: -50- Title: ------------------------------------ [ ]Subscribed to and Accepted by, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee the Initial Administrators: ______________________________ [Name] ______________________________ [Name] EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF IDACORP CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of AICI Capital Trust ___ THIS CERTIFICATE OF TRUST __% Common Securities (liquidation amount $25 per Common Security) AICI Capital Trust, a statutory business trust formed under the laws of IDACORP Trust I the State of Delaware (the "Issuer Trust"), hereby certifies that Acceptance Insurance Companies Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of September June __, 19981997, as the same may be amended from time to time (the "Trust Agreement") among Acceptance Insurance Companies Inc., as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is being duly executed and filed bound by the undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. ss. 3801, et seqAgreement.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPWITHOUT LIMITING THE FOREGOING, INC. By: ----------------------------------- Name: Title: BANKERS BY ACCEPTANCE OF A TRUST COMPANYPREFERRED SECURITY, as Property Trustee By: ----------------------------------- Name: Title: BANKERS EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST (DELAWARE), as Delaware Trustee By: ----------------------------------- Name: -50- Title: ------------------------------------ [ ], as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ THIS CERTIFICATE OF TRUST of IDACORP Trust I (the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seqPREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. 42 WSFS FINANCIAL CORPORATION By: ----------------------------------- --------------------------------- Name: Title: BANKERS WILMINGTON TRUST COMPANY, as Property Trustee By: ----------------------------------- --------------------------------- Name: Title: BANKERS WILMINGTON TRUST (DELAWARE)COMPANY, as Delaware Trustee By: ----------------------------------- --------------------------------- Name: -50- Title: ------------------------------------ [ ]----------------------, as Administrative Trustee ------------------------------------ [ ]----------------------, as Administrative Trustee ------------------------------------ ----------------------, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ THIS CERTIFICATE [NAME OF TRUST TRUST] This Certificate of IDACORP Trust I of [NAME OF TRUST] (the "Trust"), dated as of September __________ ___, 1998, is being duly executed and filed by the undersignedWilmington Trust Company, a Delaware banking corporation, and _______________, as trusteestrustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. Section 3801, et et. seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPLIBERTY FINANCIAL COMPANIES, INC. By: ----------------------------------- -------------------------------- Name: Title: BANKERS [STATE STREET BANK AND TRUST COMPANY], as Property Trustee By: ----------------------------------- -------------------------------- Name: Title: BANKERS TRUST (DELAWARE)[ ], as ------------------------------------- Delaware Trustee By: ----------------------------------- -------------------------------- Name: -50- Title: ------------------------------------ [ ], as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee ------------------------------------ EXHIBIT A --------- CERTIFICATE OF TRUST OF IDACORP LIBERTY FINANCIAL CAPITAL TRUST ___ I THIS CERTIFICATE OF TRUST Certificate of IDACORP Trust of Liberty Financial Capital Trust I (the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPUBLIC SERVICE ELECTRIC AND GAS COMPANY, INC. as Depositor By: ----------------------------------- ________________________________________________ Name: Title: BANKERS TRUST COMPANY41 FIRST UNION NATIONAL BANK, as Property Trustee By: ----------------------------------- ________________________________________________ Name: Title: BANKERS FIRST UNION TRUST (DELAWARE)COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: ----------------------------------- ________________________________________________ Name: -50- Title: ------------------------------------ [ ]__________________________________, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee Name: EXHIBIT A CERTIFICATE OF TRUST OF IDACORP PSE&G CAPITAL TRUST ___ IV THIS CERTIFICATE OF TRUST of IDACORP PSE&G Capital Trust I IV (the "Trust"), dated as of September __December 21, 19982001, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ssC.ss. 3801, 3801 et seq.) (the "Act"). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. IDACORPFIRST EMPIRE STATE CORPORATION, INC. as Depositor By: ----------------------------------- --------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee Trustee, and not in its individual capacity By: ----------------------------------- --------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee Trustee, and not in its individual capacity By: ----------------------------------- --------------------------------- Name: -50- Title: ------------------------------------ [ ]Agreed to and Accepted by, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee EXHIBIT ----------------------------- Name: Title: Administrator ----------------------------- Name: Title: Administrator Exhibit A CERTIFICATE OF TRUST Exhibit B FORM OF IDACORP CERTIFICATE DEPOSITARY AGREEMENT Exhibit C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST _AGREEMENT Certificate Number Number of Common Securities C-__ THIS CERTIFICATE OF TRUST Certificate Evidencing Common Securities of IDACORP First Empire Capital Trust I (the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust II ___.__% Common Securities (liquidation amount $1,000 per Common Security)

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPUBLIC SERVICE ELECTRIC AND GAS COMPANY, INC. as Depositor By: ----------------------------------- ----------------------------- Name: Title: BANKERS TRUST COMPANYFIRST UNION NATIONAL BANK, as Property Trustee By: ----------------------------------- ----------------------------- Name: Title: BANKERS TRUST (FIRST UNION BANK OF DELAWARE), as Delaware Trustee By: ----------------------------------- ----------------------------- Name: -50- Title: ------------------------------------ [ ]-----------------------------, Fred F. Saunders, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee EXHIBIT Exhibit A CERTIFICATE OF TRUST OF IDACORP PSE&G CAPITAL TRUST ___ II THIS CERTIFICATE OF TRUST of IDACORP PSE&G Capital Trust I II (the "Trust"), dated as of September __April 19, 19981996, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ssC.ss. 3801, 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPONEOK, INC. By: ----------------------------------- :_________________________ Name: :____________________ Title: BANKERS TRUST COMPANY:___________________ Executed in [_________] [_______________________], as Property Trustee By: ----------------------------------- :_________________________ Name: :____________________ Title: BANKERS TRUST (DELAWARE):___________________ Executed in [_________]. [________________], as Delaware Trustee By: ----------------------------------- :_________________________ Name: -50- :____________________ Title: ------------------------------------ [ :___________________ Executed In [_________]. [_________________________], as Administrative Trustee ------------------------------------ [ By:_________________________ Name:____________________ Title:___________________ Executed in [_________], as Administrative Trustee . EXHIBIT A CERTIFICATE OF TRUST OF IDACORP ONEOK CAPITAL TRUST ___ I THIS CERTIFICATE OF Certificate of Trust of ONEOK CAPITAL TRUST of IDACORP Trust I (the "Trust"), dated as of September __, 1998, ) is being duly executed and filed on behalf of the Trust by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, ((S)) 3801 et seq.) (the "Act"). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE AND INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPASSURED GUARANTY US HOLDINGS INC., INC. as Depositor By: ----------------------------------- Name: Title: BANKERS TRUST COMPANYTHE BANK OF NEW YORK, as Property Trustee By: ----------------------------------- Name: Title: BANKERS TRUST THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ----------------------------------- Name: -50- Title: ------------------------------------ [ ]•, as Administrative Trustee. •, as Administrative Trustee ------------------------------------ [ Certificate Number of Common Securities C- Assured Guaranty Capital Trust [I][II], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ THIS CERTIFICATE OF TRUST a statutory business trust formed under the laws of IDACORP Trust I the State of Delaware (the "“Trust"”), hereby certifies that Assured Guaranty US Holdings Inc. (the “Holder”) is the registered owner of ( ) common securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the % Common Securities (liquidation amount $ per Common Security) (the “Common Securities”). In accordance with Section 5.10 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust, dated as of September __, 19982005, as the same may be amended from time to time (the “Trust Agreement”), including the designation of the terms of the Common Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is being duly executed and filed bound by the undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seqbenefits thereunder.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. USF&G CORPORATION By: ----------------------------------- /s/ ▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇ Title: BANKERS TRUST COMPANYExecutive Vice President, Chief Financial Officer THE BANK OF NEW YORK, as Property Trustee By: ----------------------------------- /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: BANKERS TRUST Assistant Treasurer THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ----------------------------------- /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: -50- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: ------------------------------------ [ ]Assistant Vice President /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]Administrator /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, as Administrative Trustee Administrator /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, as Administrator EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ USF&G CAPITAL II THIS CERTIFICATE OF TRUST of IDACORP Trust I USF&G Capital II (the "Trust"), dated as of September __December 28, 19981995, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, (S) 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORP, INC. USF&G CORPORATION By: ----------------------------------- Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: BANKERS TRUST COMPANYVice President - Treasurer THE BANK OF NEW YORK, as Property Trustee By: ----------------------------------- Name: Title: BANKERS TRUST THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ----------------------------------- Name: -50- Title: ------------------------------------ [ ]THE ADMINISTRATORS ---------------------------------- J. ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]Administrator ---------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as Administrative Trustee Administrator ---------------------------------- ▇▇▇ ▇▇▇▇▇▇▇, as Administrator EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ USF&G CAPITAL III THIS CERTIFICATE OF TRUST of IDACORP Trust I USF&G Capital III (the "Trust"), dated as of September __June 16, 19981997, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, Del.C.(S)3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A 86 -80- BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPATLAS AIR, INC. ., as Depositor By: ----------------------------------- ------------------------------- Name: Title: BANKERS TRUST COMPANYTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: ----------------------------------- ------------------------------- Name: Title: BANKERS TRUST (DELAWARE)FIRST CHICAGO DELAWARE INC., as Delaware Trustee By: ----------------------------------- ------------------------------- Name: -50- Title: ------------------------------------ [ ----------------------------------- [_______________], as Administrative Trustee ------------------------------------ [ ----------------------------------- [_______________], as Administrative Trustee ----------------------------------- [_______________], as Administrative Trustee 87 EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ ATLAS AIR CAPITAL I THIS CERTIFICATE OF TRUST Certificate of IDACORP Trust of Atlas Air Capital I (the "Trust"), dated as of September __April 23, 19981999, is being duly executed and filed by the undersignedThe First National Bank of Chicago, as a national banking association, First Chicago Delaware Inc., a Delaware corporation, and Step▇▇▇ ▇▇▇▇▇, ▇▇ trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, Section 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. IDACORPFIRST EMPIRE STATE CORPORATION, INC. ------------------------------- as Depositor By: ----------------------------------- ----------------------------------------- Name: Title: BANKERS TRUST COMPANY, as Property Trustee By: ----------------------------------- ----------------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------- ----------------------------------------- Name: -50- Title: ------------------------------------ [ ]Subscribed to and Accepted by, as Administrative Trustee ------------------------------------ [ ], as Administrative Trustee the Initial Administrators: ----------------------------------- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ----------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF IDACORP CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-___ THIS CERTIFICATE OF TRUST Certificate Evidencing Common Securities of IDACORP First Empire Capital Trust I II _____% Common Securities (liquidation amount $25 per Common Security) First Empire Capital Trust II, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that First Empire State Corporation (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the _____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of September June ____, 19981997, as the same may be amended from time to time (the "Trust Agreement") among First Empire State Corporation, as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is being duly executed and filed bound by the undersigned, as trustees, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. ss. 3801, et seqAgreement.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPTHE DEPOSITOR, INCTHE TRUST AND EACH HOLDER AND BENEFICIAL OWNER OF A PREFERRED SECURITY (BY ITS ACCEPTANCE OF AN INTEREST THEREIN) SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS INDEBTEDNESS FOR ALL U.S. TAX PURPOSES AND THE PREFERRED SECURITY AS EVIDENCE OF AN INDIRECT BENEFICIAL OWNERSHIP INTEREST IN THE NOTES. EDISON INTERNATIONAL By: ----------------------------------- Name: Title: BANKERS TRUST COMPANYTHE CHASE MANHATTAN BANK, as Property Trustee By: ----------------------------------- Name: Title: BANKERS TRUST (CHASE MANHATTAN BANK DELAWARE), as Delaware Trustee By: ----------------------------------- Name: -50- Title: ------------------------------------ [ ]▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as Administrative Regular Trustee ------------------------------------ [ ]By: Name: Title: ▇▇▇▇▇ ▇. ▇▇▇▇, as Administrative Regular Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ THIS CERTIFICATE OF TRUST of IDACORP Trust I (the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.). (i) By: Name. The name of the business trust formed hereby is IDACORP Trust ___.: Title:

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE AND INDENTURE. 50 THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPPACIFIC CREST CAPITAL, INC. By: ----------------------------------- /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: BANKERS Chief Financial Officer WILMINGTON TRUST COMPANY, as Property Trustee By: ----------------------------------- /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ------------------------------ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: BANKERS Administrative Account Manager WILMINGTON TRUST (DELAWARE)COMPANY, as Delaware Trustee By: ----------------------------------- /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ------------------------------ Name: -50- ▇▇▇▇▇ ▇▇▇▇▇▇ Title: ------------------------------------ [ ]Administrative Account Manager /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ ▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee ------------------------------------ [ ]/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Administrative Trustee /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF IDACORP TRUST ___ PCC CAPITAL I THIS CERTIFICATE OF TRUST of IDACORP Trust PCC Capital I (the "Trust"), dated as of September __________, 19981997, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, (Section) 3801 et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.

Acceptance of Terms. of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. IDACORPLIBERTY FINANCIAL COMPANIES, INC. By: ----------------------------------- --------------------------------------- Name: Title: BANKERS [STATE STREET BANK AND TRUST COMPANY], as Property Trustee By: ----------------------------------- --------------------------------------- Name: Title: BANKERS TRUST (DELAWARE)[ ], as --------------------------------------- Delaware Trustee By: ----------------------------------- --------------------------------------- Name: -50- Title: ------------------------------------ -------------------------------------------- [ ], as Administrative Trustee ------------------------------------ -------------------------------------------- [ ], as Administrative Trustee EXHIBIT A --------- CERTIFICATE OF TRUST OF IDACORP LIBERTY FINANCIAL CAPITAL TRUST ___ II THIS CERTIFICATE OF TRUST Certificate of IDACORP Trust I of Liberty Financial Capital Trust II (the "Trust"), dated as of September __, 1998, is being duly executed and filed by the undersigned, as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.). (i) Name. The name of the business trust formed hereby is IDACORP Trust ___.