Exhibit 10

                          IDACORP, INC.
         2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN


1.   Article   Establishment, Purpose and Duration

     1.1  Establishment of the Plan. IDACORP, Inc., an Idaho
corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive and compensation plan for officers, key
employees and directors, to be known as the "IDACORP, Inc. 2000
Long-Term Incentive and Compensation Plan" (hereinafter referred
to as the "Plan"), as set forth in this document.  The Plan
permits the grant of nonqualified stock options (NQSO), incentive
stock options (ISO), stock appreciation rights (SAR), restricted
stock, restricted stock units, performance units, performance
shares and other awards.

     The Plan shall become effective when approved by the
shareholders at the 2000 Annual Meeting of Shareholders (the
"Effective Date") and shall remain in effect as provided in
Section 1.3 herein.

     1.2  Purpose of the Plan.  The purpose of the Plan is to
promote the success and enhance the value of the Company by
linking the personal interests of Participants to those of
Company shareholders and customers.

     The Plan is further intended to provide flexibility to the
Company in its ability to motivate, attract and retain the
services of Participants upon whose judgment, interest and
special effort the successful conduct of its operations is
largely dependent.

     1.3  Duration of the Plan.  The Plan shall commence on the
Effective Date, as described in Section 1.1 herein, and shall
remain in effect, subject to the right of the Board of Directors
to terminate the Plan at any time pursuant to Article 15 herein,
until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions.

2.   Article   Definitions

     Whenever used in the Plan, the following terms shall have
the meanings set forth below and, when such meaning is intended,
the initial letter of the word is capitalized:

     2.1  Award means, individually or collectively, a grant
under the Plan of NQSOs, ISOs, SARs, Restricted Stock, Restricted
Stock Units, Performance Units, Performance Shares or any other
type of award permitted under Article 10 of the Plan.

     2.2  Award Agreement means an agreement entered into by each
Participant and the Company, setting forth the terms and
provisions applicable to an Award granted to a Participant under
the Plan.

     2.3  Base Value of an SAR shall have the meaning set forth
in Section 7.1 herein.

     2.4  Board or Board of Directors means the Board of
Directors of the Company.

     2.5  Change in Control means the earliest of the following
to occur:

     (a)    the public announcement by the Company or by any person
     (which shall not  include the Company, any subsidiary of the
     Company or any employee benefit plan of the Company or of any
     subsidiary of the Company) ("Person") that such Person, who or
     which, together with all Affiliates and Associates (within the
     meanings ascribed to such terms in Rule 12b-2 of the Exchange
     Act) of such Person, shall be the beneficial owner of twenty
     percent (20%) or more of the voting stock then outstanding;

     (b)    the commencement of, or after the first public
     announcement of any Person to commence, a tender or exchange
     offer the consummation of which would result in any Person
     becoming the beneficial owner of voting stock aggregating thirty
     percent (30%) or more of the then outstanding voting stock;

     (c)    the announcement of any transaction relating to the
     Company required to be  described pursuant to the requirements of
     Item 6(e) of Schedule 14A of Regulation 14A of the Securities and
     Exchange Commission under the Exchange Act;

     (d)    a proposed change in the constituency of the Board such
     that, during any period of two (2) consecutive years, individuals
     who at the beginning of such period constitute the Board cease
     for any reason to constitute at least a majority thereof, unless
     the election or nomination for election by the shareholders of
     the Company of each new director was approved by a vote of at
     least two-thirds (2/3) of the directors then still in office who
     were members of the Board at the beginning of the period;

     (e)    the Company enters into an agreement of merger,
     consolidation, share exchange or similar transaction with any
     other corporation other than a transaction which would result in
     the Company's voting stock outstanding immediately prior to the
     consummation of such transaction continuing to represent (either
     by remaining outstanding or by being converted into voting stock
     of the surviving entity) at least two-thirds of the combined
     voting power of the Company's or such surviving entity's
     outstanding voting stock immediately after such transaction;

     (f)    the Board approves a plan of liquidation or dissolution of
     the Company or an agreement for the sale or disposition by the
     Company (in one transaction or a series of transactions) of all
     or substantially all of the Company's assets to a person or
     entity which is not an affiliate of the Company other than a
     transaction(s) for the purpose of dividing the Company's assets
     into separate distribution, transmission or generation entities
     or such other entities as the Company may determine; or

     (g)    any other event which shall be deemed by a majority of the
     Executive Committee of the Board to constitute a "Change in
     Control."

     2.6  Code means the Internal Revenue Code of 1986, as
amended from time to time.
     2.7  Committee means the committee, as specified in Article
3, appointed by the Board to administer the Plan with respect to
Awards.

     2.8  Company means IDACORP, Inc., an Idaho corporation, or
any successor thereto as provided in Article 17 herein.

     2.9  Covered Employee means any Participant who would be
considered a "covered employee" for purposes of Section 162(m) of
the Code.

     2.10 Director means any individual who is a member of the
Board of Directors of the Company.

     2.11 Disability means the continuous inability of an
Employee because of illness or injury to engage in any occupation
or employment for wage or profit with the Company or any other
employer (including self-employment) for which he is reasonably
qualified by education, training or experience.  An Employee will
not be considered disabled during any period unless he is under
the regular care and attendance of a duly qualified physician.

     2.12 Dividend Equivalent means, with respect to Shares
subject to an Award, a right to be paid an amount equal to
dividends declared on an equal number of outstanding Shares.

     2.13 Eligible Person means a Person who is eligible to
participate in the Plan, as set forth in Section 5.1 herein.

     2.14 Employee means an individual who is paid on the payroll
of the Company or of the Company's Subsidiaries, who is not
covered by any collective bargaining agreement to which the
Company or any of its Subsidiaries is a party, and is classified
in the payroll system as a regular full-time, part-time or
temporary employee.  For purposes of the Plan, transfer of
employment of a Participant between the Company and any one of
its Subsidiaries (or between Subsidiaries) shall not be deemed a
termination of employment.

     2.15 Exchange Act means the Securities Exchange Act of 1934,
as amended from time to time, or any successor act thereto.

     2.16 Exercise Period means the period during which an SAR or
Option is exercisable, as set forth in the related Award
Agreement.

     2.17 Fair Market Value means the average of the high and low
sale prices as reported in the consolidated transaction reporting
system, or, if there was no such sale on the relevant date, then
on the last previous day on which a sale was reported.

     2.18 Freestanding SAR means an SAR that is not a Tandem SAR.

     2.19 Incentive Stock Option or ISO means an option to
purchase Shares, granted under Article 6 herein, which is
designated as an Incentive Stock Option and satisfies the
requirements of Section 422 of the Code.
     2.20 Nonqualified Stock Option or NQSO means an option to
purchase Shares, granted under Article 6 herein, which is not
intended to be an Incentive Stock Option under Section 422 of the
Code.

     2.21 Option means an Incentive Stock Option or a
Nonqualified Stock Option.

     2.22 Option Exercise Price means the price at which a Share
may be purchased by a Participant pursuant to an Option, as
determined by the Committee and set forth in the Option Award
Agreement.

     2.23 Participant means an Eligible Person who has
outstanding an Award granted under the Plan.

     2.24  Performance Goals  means the performance goals
established by the Committee, which shall be based on one or more
of the following measures:  sales or revenues, earnings per
share, shareholder return and/or value, funds from operations,
operating income, gross income, net income, cash flow, return on
equity, return on capital, earnings before interest, operating
ratios, stock price, customer satisfaction, accomplishment of
mergers, acquisitions, dispositions or similar extraordinary
business transactions, profit returns and margins, financial
return ratios and/or market performance.  Performance goals may
be measured solely on a corporate, subsidiary or business unit
basis, or a combination thereof.  Performance goals may reflect
absolute entity performance or a relative comparison of entity
performance to the performance of a peer group of entities or
other external measure.

     2.25 Performance Period means the time period during which
Performance Unit/Performance Share Performance Goals must be met.

     2.26  Performance Share  means an Award described in Article
9 herein.

     2.27  Performance Unit  means an Award described in Article
9 herein.

     2.28  Period of Restriction  means the period during which
the transfer of Restricted Stock is limited in some way, as
provided in Article 8 herein.

     2.29  Person  shall have the meaning ascribed to such term
in Section 3(a)(9) of the Exchange Act, as used in Sections 13(d)
and 14(d) thereof, including usage in the definition of a "group"
in Section 13(d) thereof.

     2.30  Plan  means the IDACORP, Inc. 2000 Long-Term Incentive
and Compensation Plan.

     2.31 Qualified Restricted Stock  means an Award of
Restricted Stock designated as Qualified Restricted Stock by the
Committee at the time of grant and intended to qualify for the
exemption from the limitation on deductibility imposed by Section
162(m) of the Code that is set forth in Section 162(m)(4)(C).

     2.32 Qualified Restricted Stock Unit means an Award of
Restricted Stock Units designated as Qualified Restricted Stock
Units by the Committee at the time of grant and intended to
qualify for the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(C).

          2.33  Restricted Stock means an Award described in
          Article 8 herein.

     2.34  Restricted Stock Unit  means an Award described in
Article 8 herein.

     2.35  Retirement  means a Participant's termination from
employment with the Company or a Subsidiary at the Participant's
Early or Normal Retirement Date, as applicable.

                    (a)  Early Retirement Date -- shall mean the
               date on which a Participant terminates employment,
               if such termination date occurs on or after
               Participant's attainment of age fifty-five (55)
               but prior to Participant's Normal Retirement Date.

                    (b)  Normal Retirement Date -- shall mean the
               date on which the Participant terminates
               employment, if such termination date occurs on or
               after the Participant attains age sixty-two (62).


     2.36 Securities Act means the Securities Act of 1933, as
amended.

     2.37 Shares means the shares of common stock, no par value,
of the Company.

     2.38 Stock Appreciation Right  or  SAR  means a right,
granted alone or in connection with a related Option, designated
as an SAR, to receive a payment on the day the right is
exercised, pursuant to the terms of Article 7 herein. Each SAR
shall be denominated in terms of one Share.

     2.39 Subsidiary  means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

     2.40  Tandem SAR  means an SAR that is granted in connection
with a related Option, the exercise of which shall require
forfeiture of the right to purchase a Share under the related
Option (and when a Share is purchased under the Option, the
Tandem SAR shall be similarly canceled).

3.   Article   Administration

     3.1  The Committee. The Plan shall be administered by the
Compensation Committee or such other committee (the "Committee")
as the Board of Directors shall select consisting solely of two
or more members of the Board.  The members of the Committee shall
be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors.

     3.2  Authority of the Committee.  The Committee shall have
full power except as limited by law, the Articles of
Incorporation or the Bylaws of the Company, subject to such other
restricting limitations or directions as may be imposed by the
Board and subject to the provisions herein, to determine the
Eligible Persons to receive Awards; to determine the size and
types of Awards; to determine the terms and conditions of such
Awards; to construe and interpret the Plan and any agreement or
instrument entered into under the Plan; to establish, amend or
waive rules and regulations for the Plan's administration; and
(subject to the provisions of Article 15 herein) to amend the
terms and conditions of any outstanding Award.  Further, the
Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan.  As
permitted by law, the Committee may delegate its authorities as
identified hereunder.

     3.3  Restrictions on Distribution of Shares and Share
Transferability.  Notwithstanding any other provision of the
Plan, the Company shall have no liability to deliver any Shares
or benefits under the Plan unless such delivery would comply with
all applicable laws (including, without limitation, the
Securities Act) and applicable requirements of any securities
exchange or similar entity and unless the Participant's tax
obligations have been satisfied as set forth in Article 16.  The
Committee may impose such restrictions on any Shares acquired
pursuant to Awards under the Plan as it may deem advisable,
including, without limitation, restrictions to comply with
applicable Federal securities laws, with the requirements of any
stock exchange or market upon which such Shares are then listed
and/or traded and with any blue sky or state securities laws
applicable to such Shares.

     3.4  Decisions Binding.  All determinations and decisions
made by the Committee pursuant to the provisions of the Plan and
all related orders or resolutions of the Board shall be final,
conclusive and binding on all persons, including the Company, its
shareholders, Eligible Persons, Employees, Participants and their
estates and beneficiaries.

     3.5  Costs. The Company shall pay all costs of
administration of the Plan.

4.   Article   Shares Subject to the Plan

     4.1  Number of Shares.  Subject to Section 4.2 herein, the
maximum number of Shares available for grant under the Plan shall
be 2,050,000.  Shares underlying lapsed or forfeited Awards, or
Awards that are not paid in Shares, may be reused for other
Awards; if the  Option Exercise Price is satisfied by tendering
Shares, only the number of Shares issued net of the Shares
tendered shall be deemed issued under the Plan.  Shares granted
pursuant to the Plan may be (i) authorized but unissued Shares of
common stock, (ii) treasury shares or (iii) Shares purchased on
the open market.

     4.2  Adjustments in Authorized Shares and Awards.  In the
event of any merger, reorganization, consolidation,
recapitalization, liquidation, stock dividend, split-up, spin-
off, stock split, reverse stock split, share combination, share
exchange or other change in the corporate structure of the
Company affecting the Shares, such adjustment shall be made in
the outstanding Awards, the number and class of Shares which may
be delivered under the Plan, and in the number and class of
and/or price of Shares subject to outstanding Awards granted
under the Plan, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights.  Notwithstanding the
foregoing, (i) each such adjustment with respect to an Incentive
Stock Option shall comply with the rules of Section 424(a) of the
Code and (ii) in no event shall any adjustment be made which
would render any Incentive Stock Option granted hereunder to be
other than an incentive stock option for purposes of Section 422
of the Code.  In no event shall the Committee have the right to
amend an outstanding Option Award for the sole purpose of
reducing the exercise price thereof.

     4.3  Individual Limitations.  Subject to Section 4.2 above,
(i) the total number of Shares with respect to which Options or
SARs may be granted in any calendar year to any Covered Employee
shall not exceed 250,000 Shares; (ii) the total number of
Qualified Restricted Stock Shares or Qualified Restricted Stock
Units that may be granted in any calendar year to any Covered
Employee shall not exceed 250,000 Shares or Units, as the case
may be; (iii) the total number of Performance Shares or
Performance Units that may be granted in any calendar year to any
Covered Employee shall not exceed 250,000 Shares or Units, as the
case may be; (iv) the total number of Shares that are intended to
qualify for deduction under Section 162(m) of the Code granted
pursuant to Article 10 herein in any calendar year to any Covered
Employee shall not exceed 250,000 Shares; (v) the total cash
Award that is intended to qualify for deduction under Section
162(m) of the Code that may be paid pursuant to Article 10 herein
in any calendar year to any Covered Employee shall not exceed
$500,000; and (vi) the aggregate number of Dividend Equivalents
that are intended to qualify for deduction under Section 162(m)
of the Code that a Covered Employee may receive in any calendar
year shall not exceed 1,000,000.

5.   Article   Eligibility and Participation

     5.1  Eligibility.  Persons eligible to participate in the
Plan ("Eligible Persons") include all officers, key employees and
directors of the Company and its Subsidiaries, as determined by
the Committee.

     5.2  Actual Participation. Subject to the provisions of the
Plan, the Committee may, from time to time, select from all
Eligible Persons those to whom Awards shall be granted.

6.   Article   Stock Options

     6.1  Grant of Options.  Subject to the terms and conditions
of the Plan, Options may be granted to an Eligible Person at any
time and from time to time, as shall be determined by the
Committee.

     The Committee shall have complete discretion in determining
the number of Shares subject to Options granted to each Eligible
Person (subject to Article 4 herein) and, consistent with the
provisions of the Plan, in determining the terms and conditions
pertaining to such Options.  The Committee may grant ISOs, NQSOs
or a combination thereof.

     6.2  Option Award Agreement.  Each Option grant shall be
evidenced by an Option Award Agreement that shall specify the
Option Exercise Price, the term of the Option, the number of
Shares to which the Option pertains, the Exercise Period and such
other provisions as the Committee shall determine, including but
not limited to any rights to Dividend Equivalents.  The Option
Award Agreement shall also specify whether the Option is intended
to be an ISO or a NQSO.
     6.3  Exercise of and Payment for Options.  Options granted
under the Plan shall be exercisable at such times and shall be
subject to such restrictions and conditions as the Committee
shall in each instance approve.

     A Participant may exercise an Option at any time during the
Exercise Period. Options shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be
exercised, accompanied by provision for full payment for the
Shares.

     The Option Exercise Price shall be payable:  (a) in cash or
its equivalent, (b) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise
equal to the total Option Exercise Price, (c) by broker-assisted
cashless exercise or (d) by a combination of (a), (b) and/or (c).

     6.4  Termination.  Each Option Award Agreement shall set
forth the extent to which the Participant shall have the right to
exercise the Option following termination of the Participant's
employment with or service on the Board of the Company and its
Subsidiaries.  Such provisions shall be determined in the sole
discretion of the Committee (subject to applicable law), shall be
included in the Option Award Agreement entered into with
Participants, need not be uniform among all Options granted
pursuant to the Plan or among Participants and may reflect
distinctions based on the reasons for termination.

     6.5  Transferability of Options.  Except as otherwise
determined by the Committee, all Options granted to a Participant
under the Plan shall be exercisable during his or her lifetime
only by such Participant, and no Option granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of
descent and distribution.  ISOs are not transferable other than
by will or by the laws of descent and distribution.

7.   Article   Stock Appreciation Rights

     7.1  Grant of SARs.  Subject to the terms and conditions of
the Plan, an SAR may be granted to an Eligible Person at any time
and from time to time as shall be determined by the Committee.
The Committee may grant Freestanding SARs, Tandem SARs or any
combination of these forms of SARs.

     The Committee shall have complete discretion in determining
the number of SARs granted to each Eligible Person (subject to
Article 4 herein) and, consistent with the provisions of the
Plan, in determining the terms and conditions pertaining to such
SARs.

     The Base Value of a Freestanding SAR shall equal the Fair
Market Value of a Share on the date of grant of the SAR. The Base
Value of Tandem SARs shall equal the Option Exercise Price of the
related Option.

     7.2  SAR Award Agreement.  Each SAR grant shall be evidenced
by an SAR Award Agreement that shall specify the number of SARs
granted, the Base Value, the term of the SAR, the Exercise Period
and such other provisions as the Committee shall determine.
     7.3  Exercise and Payment of SARs.  Tandem SARs may be
exercised for all or part of the Shares subject to the related
Option upon the surrender of the right to exercise the equivalent
portion of the related Option.  A Tandem SAR may be exercised
only with respect to the Shares for which its related Option is
then exercisable.

     Notwithstanding any other provision of the Plan to the
contrary, with respect to a Tandem SAR granted in connection with
an ISO:  (i) the Tandem SAR will expire no later than the
expiration of the underlying ISO; (ii) the value of the payout
with respect to the Tandem SAR may be for no more than one
hundred percent (100%) of the difference between the Option
Exercise Price of the underlying ISO and the Fair Market Value of
the Shares subject to the underlying ISO at the time the Tandem
SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO
exceeds the Option Exercise Price of the ISO.

     Freestanding SARs may be exercised upon whatever terms and
conditions the Committee, in its sole discretion, imposes upon
them.

     A Participant may exercise an SAR at any time during the
Exercise Period.  SARs shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the
number of SARs being exercised.  Upon exercise of an SAR, a
Participant shall be entitled to receive payment from the Company
in an amount equal to the product of:

     (a)  the excess of (i) the Fair Market Value of a Share on the
               date of exercise over (ii) the Base Value multiplied by

     (b)  the number of Shares with respect to which the SAR is
               exercised.

     At the sole discretion of the Committee, the payment to the
Participant upon SAR exercise may be in cash, in Shares of
equivalent value or in some combination thereof.

     7.4  Termination.  Each SAR Award Agreement shall set forth
the extent to which the Participant shall have the right to
exercise the SAR following termination of the Participant's
employment with or service on the Board of the Company and its
Subsidiaries.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the SAR Award
Agreement entered into with Participants, need not be uniform
among all SARs granted pursuant to the Plan or among Participants
and may reflect distinctions based on the reasons for
termination.

     7.5  Transferability of SARs.  Except as otherwise
determined by the Committee, all SARs granted to a Participant
under the Plan shall be exercisable during his or her lifetime
only by such Participant or his or her legal representative, and
no SAR granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution.


8.
Article   Restricted Stock and Restricted Stock Units

     8.1  Grant of Restricted Stock and Restricted Stock Units.
Subject to the terms and conditions of the Plan, Restricted Stock
and/or Restricted Stock Units may be granted to an Eligible
Person at any time and from time to time, as shall be determined
by the Committee.

     The Committee shall have complete discretion in determining
the number of shares of Restricted Stock and/or Restricted Stock
Units granted to each Eligible Person (subject to Article 4
herein) and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such Awards.

     In addition, the Committee may, prior to or at the time of
grant, designate an Award of Restricted Stock or Restricted Stock
Units as Qualified Restricted Stock or Qualified Restricted Stock
Units, as the case may be, in which event it will condition the
grant or vesting, as applicable, of such Qualified Restricted
Stock or Qualified Restricted Stock Units, as the case may be,
upon the attainment of the Performance Goals selected by the
Committee.

     8.2  Restricted Stock/Restricted Stock Unit Award Agreement.
Each grant of Restricted Stock and/or Restricted Stock Units
grant shall be evidenced by a Restricted Stock and/or Restricted
Stock Unit Award Agreement that shall specify the number of
shares of Restricted Stock and/or Restricted Stock Units granted,
the initial value (if applicable), the Period or Periods of
Restriction, and such other provisions as the Committee shall
determine.

     8.3  Transferability.  Restricted Stock and Restricted Stock
Units granted hereunder may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of
the applicable Period of Restriction established by the Committee
and specified in the Award Agreement.  During the applicable
Period of Restriction, all rights with respect to the Restricted
Stock and Restricted Stock Units granted to a Participant under
the Plan shall be available during his or her lifetime only to
such Participant or his or her legal representative.

     8.4  Certificates.  No certificates representing Stock shall
be issued until such time as all restrictions applicable to such
Shares have been satisfied.

     8.5  Removal of Restrictions.  Restricted Stock shall become
freely transferable by the Participant after the last day of the
Period of Restriction applicable thereto.  Once Restricted Stock
is released from the restrictions, the Participant shall be
entitled to receive a certificate.  Payment of Restricted Stock
Units shall be made after the last day of the Period of
Restriction applicable thereto.  The Committee, in its sole
discretion, may pay Restricted Stock Units in cash or in Shares
(or in a combination thereof), which have an aggregate Fair
Market Value equal to the value of the Restricted Stock Units.

     8.6  Voting Rights.  During the Period of Restriction,
Participants may exercise full voting rights with respect to the
Restricted Stock.

     8.7  Dividends and Other Distributions.  Subject to the
Committee's right to determine otherwise at the time of grant,
during the Period of Restriction, Participants shall receive all
regular cash dividends paid with respect to the Shares while they
are so held.  All other distributions paid with respect to such
Restricted Stock shall be credited to Participants subject to the
same restrictions on transferability and forfeitability as the
Restricted Stock with respect to which they were paid and shall
be paid to the Participant  promptly after the full vesting of
the Restricted Stock with respect to which such distributions
were made.

          Rights, if any, to Dividend Equivalents on Restricted
Stock Units shall be established by the Committee at the time of
grant and set forth in the Award Agreement.

     8.8  Termination.  Each Restricted Stock/Restricted Stock
Unit Award Agreement shall set forth the extent to which the
Participant shall have the right to receive  Restricted Stock
and/or a Restricted Stock Unit payment following termination of
the Participant's employment with or service on the Board of the
Company and its Subsidiaries.  Such provisions shall be
determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants,
need not be uniform among all grants of Restricted
Stock/Restricted Stock Units or among Participants and may
reflect distinctions based on the reasons for termination.

9.   Article   Performance Units and Performance Shares

     9.1  Grant of Performance Units and Performance Shares.
Subject to the terms and conditions of the Plan, Performance
Units and/or Performance Shares may be granted to an Eligible
Person at any time and from time to time, as shall be determined
by the Committee.

     The Committee shall have complete discretion in determining
the number of Performance Units and/or Performance Shares granted
to each Eligible Person (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such Awards.

     9.2  Performance Unit/Performance Share Award Agreement.
Each grant of Performance Units and/or Performance Shares shall
be evidenced by a Performance Unit and/or Performance Share Award
Agreement that shall specify the number of Performance Units
and/or Performance Shares granted, the initial value (if
applicable), the Performance Period, the Performance Goals and
such other provisions as the Committee shall determine, including
but not limited to any rights to Dividend Equivalents.

     9.3  Value of Performance Units/Performance Shares.  Each
Performance Unit shall have an initial value that is established
by the Committee at the time of grant.  The value of a
Performance Share shall be equal to the Fair Market Value of a
Share.  The Committee shall set Performance Goals in its
discretion which, depending on the extent to which they are met,
will determine the number and/or value of Performance
Units/Performance Shares that will be paid out to the
Participants.

     9.4  Earning of Performance Units/Performance Shares.  After
the applicable Performance Period has ended, the Participant
shall be entitled to receive a payout with respect to the
Performance Units/Performance Shares earned by the Participant
over the Performance Period, to be determined as a function of
the extent to which the corresponding Performance Goals have been
achieved.
     9.5  Form and Timing of Payment of Performance
Units/Performance Shares.  Payment of earned Performance
Units/Performance Shares shall be made following the close of the
applicable Performance Period.  The Committee, in its sole
discretion, may pay earned Performance Units/Shares in cash or in
Shares (or in a combination thereof), which have an aggregate
Fair Market Value equal to the value of the earned Performance
Units/Shares at the close of the applicable Performance Period.
Such Shares may be granted subject to any restrictions deemed
appropriate by the Committee.

     9.6  Termination.  Each Performance Unit/Performance Share
Award Agreement shall set forth the extent to which the
Participant shall have the right to receive a Performance
Unit/Performance Share payment following termination of the
Participant's employment with or service on the Board of the
Company and its Subsidiaries during a Performance Period.  Such
provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into
with Participants, need not be uniform among all grants of
Performance Units/Performance Shares or among Participants and
may reflect distinctions based on reasons for termination.

     9.7  Transferability.  Except as otherwise determined by the
Committee, a Participant's rights with respect to Performance
Units/Performance Shares granted under the Plan shall be
available during the Participant's lifetime only to such
Participant or the Participant's legal representative and
Performance Units/Performance Shares may not be sold,
transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.


10.  Article   Other Awards

     The Committee shall have the right to grant other Awards
which may include, without limitation, the grant of Shares based
on attainment of Performance Goals established by the Committee,
the payment of Shares in lieu of cash or cash based on attainment
of Performance  Goals established by the Committee, and the
payment of Shares in lieu of cash under other Company incentive
or bonus programs. Payment under or settlement of any such Awards
shall be made in such manner and at such times as the Committee
may determine.

11.  Article   Beneficiary Designation

     Each Participant under the Plan may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently
or successively) to whom any benefit under the Plan is to be paid
in case of the Participant's death before the Participant
receives any or all of such benefit.  Each such designation shall
revoke all prior designations by the same Participant, shall be
in a form prescribed by the Company and will be effective only
when filed by the Participant in writing with the Company during
the Participant's lifetime.  In the absence of any such
designation, benefits remaining unpaid at the Participant's death
shall be paid to the Participant's estate.

     The spouse of a married Participant domiciled in a community
property jurisdiction shall join in any designation of
beneficiary or beneficiaries other than the spouse.
12.  Article   Deferrals

     The Committee may permit a Participant to defer the
Participant's receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such Participant under the
Plan. If any such deferral election is permitted, the Committee
shall, in its sole discretion, establish rules and procedures for
such payment deferrals.

13.  Article   Rights of Participants

     13.1 Termination. Nothing in the Plan shall interfere with
or limit in any way the right of the Company or any Subsidiary to
terminate any Participant's employment or other relationship with
the Company or any Subsidiary at any time, for any reason or no
reason in the Company's or the Subsidiary's sole discretion, nor
confer upon any Participant any right to continue in the employ
of, or otherwise in any relationship with, the Company or any
Subsidiary.

     13.2 Participation.  No Eligible Person shall have the right
to be selected to receive an Award under the Plan, or, having
been so selected, to be selected to receive a future Award.

     13.3      Limitation of Implied Rights.  Neither a
Participant nor any other Person shall, by reason of the Plan,
acquire any right in or title to any assets, funds or property of
the Company or any Subsidiary whatsoever, including, without
limitation, any specific funds, assets or other property which
the Company or any Subsidiary, in their sole discretion, may set
aside in anticipation of a liability under the Plan.  A
Participant shall have only a contractual right to the Shares or
amounts, if any, payable under the Plan, unsecured by any assets
of the Company or any Subsidiary.  Nothing contained in the Plan
shall constitute a guarantee that the assets of such companies
shall be sufficient to pay any benefits to any Person.

          Except as otherwise provided in the Plan, no Award
under the Plan shall confer upon the holder thereof any right as
a shareholder of the Company prior to the date on which the
individual fulfills all conditions for receipt of such rights.

14.  Article   Change in Control

     The terms of this Article 14 shall immediately become
operative, without further action or consent by any person or
entity, upon a Change in Control, and once operative shall
supersede and take control over any other provisions of this
Plan.

     Upon a Change in Control

     (a)  Any and all Options and SARs granted hereunder shall become
          immediately vested and exercisable;

     (b)  Any restriction periods and restrictions imposed on
          Restricted Stock, Restricted Stock Units, Qualified Restricted
          Stock or Qualified Restricted Stock Units shall be deemed to have
          expired; any Performance Goals shall be deemed to have been met
          at the target level; such Restricted Stock and Qualified
          Restricted Stock shall become immediately vested in full, and
          such Restricted Stock Units and Qualified Restricted Stock Units
          shall be paid out in cash; and

     (c)  The target payout opportunity attainable under all
          outstanding Awards of Performance Units and Performance Shares
          and any other Awards shall be deemed to have been fully earned
          for the entire Performance Period(s) as of the effective date of
          the Change in Control.  All Awards shall become immediately
          vested.  All Performance Shares  and other Awards denominated in
          Shares shall be paid out in Shares, and all Performance Units and
          other Awards shall be paid out in cash.

15.  Article   Amendment, Modification and Termination

     15.1 Amendment, Modification and Termination.  The Board
may, at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part.

     15.2 Awards Previously Granted.  No termination, amendment
or modification of the Plan shall adversely affect in any
material way any Award previously granted under the Plan without
the written consent of the Participant holding such Award, unless
such termination, modification or amendment is required by
applicable law and except as otherwise provided herein.


16.  Article   Withholding

     16.1 Tax Withholding.  The Company shall have the power and
the right to deduct or withhold, or require a Participant to
remit to the Company, an amount (including any Shares withheld as
provided below) sufficient to satisfy Federal, state and local
taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to an Award made under the Plan.

     16.2 Share Withholding.  With respect to tax withholding
required upon the exercise of Options or SARs, upon the lapse of
restrictions on Restricted Stock, or upon any other taxable event
arising out of or as a result of Awards granted hereunder,
Participants may elect to satisfy the withholding requirement, in
whole or in part, by tendering Shares held by the Participant or
by having the Company withhold Shares having a Fair Market Value
equal to the minimum statutory total tax which could be imposed
on the transaction.  All elections shall be irrevocable, made in
writing and signed by the Participant.

17.  Article   Successors

     All obligations of the Company under the Plan, with respect
to Awards granted hereunder, shall be binding on any successor to
the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation or
otherwise of all or substantially all of the business and/or
assets of the Company.

18.  Article   Legal Construction

     18.1 Gender and Number.   Except where otherwise indicated
by the context, any masculine term used herein also shall include
the feminine, the plural shall include the singular and the
singular shall include the plural.

     18.2 Severability.  In the event any provision of the Plan
shall be held illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining parts of the Plan,
and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.

     18.3 Requirements of Law.  The granting of Awards and the
issuance of Shares under the Plan shall be subject to all
applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may
be required.

     18.4 Governing Law.  To the extent not preempted by Federal
law, the Plan, and all agreements hereunder, shall be construed
in accordance with, and governed by, the laws of the State of
Idaho.




Adopted by the Board on January 20, 1999
Approved by the Shareholders May 11, 2000
Amended by the Board January 18, 2001
Approved by the Shareholders on May 17, 2001