8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  March 5, 2010

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

None

Former name or former address, if changed since last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

IDACORP, Inc.
IDAHO POWER COMPANY
Form 8-K

Item 8.01        Other Events

Change-in-Control Agreements

At its November 18, 2009 meeting, the Compensation Committee (the “Compensation Committee”) of the Boards of Directors of IDACORP, Inc. (“IDACORP”) and Idaho Power Company (“IPC”) adopted the following policy regarding change-in-control agreements:

RESOLVED, That the Compensation Committee of IDACORP and Idaho Power Company hereby adopts the following policy with respect to executive change-in-control agreements regarding (1) “single trigger” payments triggered by a change-in-control without a termination of the executive’s employment, (2) “modified single trigger” payments triggered by a change-in-control plus termination of employment by the executive for any reason and (3) excise tax gross up provisions:

Subject to the terms and conditions set forth in this policy, it shall be the Compensation Committee’s policy not to approve the inclusion of single trigger or modified single trigger payment provisions or excise tax gross-up provisions in change-in-control agreements initially entered into on or after the date hereof.

Executives who were entitled to receive modified single trigger payments and/or an excise tax gross-up pursuant to the terms and conditions of a change-in-control agreement entered into prior to the date hereof will be “grandfathered” and will continue to be entitled to such modified single trigger payments and/or excise tax gross-up in the form and on the terms included in such executives’ change-in-control agreements as in effect on the date hereof.

Pursuant to this change-in-control agreement policy, the Compensation Committee approved a new form of change-in-control agreement (the “CIC Agreement”) for IDACORP and IPC executives at its March 17, 2010 meeting.  The CIC Agreement does not include any tax gross-up provisions or any “single trigger” or “modified single trigger” payment provisions.  The other terms of the CIC Agreement are consistent with the change-in-control agreement described in IDACORP’s 2009 proxy statement, which was filed with the Securities and Exchange Commission on April 6, 2009.  A copy of the CIC Agreement is filed as Exhibit 10.1 hereto.

Memorandum of Understanding with PacifiCorp

On March 5, 2010, IPC and PacifiCorp (“PacifiCorp”) entered into a Memorandum of Understanding (the “MOU”).  The MOU establishes a process for IPC and PacifiCorp to negotiate in good faith to attempt to reach an agreement on the termination of existing transmission agreements between IPC and PacifiCorp and the terms of new agreements relating

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to the ownership of transmission facilities.  If IPC and PacifiCorp have not executed the definitive agreements identified in the MOU by September 1, 2010, subject to extension, the MOU will terminate.  The MOU may be terminated by either party at any time, at the sole discretion of the terminating party, without any penalty or liability.

Legacy Agreements

IPC and PacifiCorp are parties to existing transmission capacity rights agreements identified in the MOU (the “Legacy Agreements”), including the Restated Transmission Services Agreement and the Agreement for Interconnection and Transmission Services discussed in IPC’s and IDACORP’s Annual Report on Form 10-K for the Year Ended December 31, 2009 (the “2009 Form 10-K”), which grant to PacifiCorp certain transmission capacity rights over portions of IPC’s existing transmission system.  The Legacy Agreements also include a memorandum of understanding and a permitting cost sharing agreement for the Gateway West transmission line National Environmental Policy Act process.

Pursuant to the MOU, IPC and PacifiCorp will negotiate in good faith to attempt to reach an agreement to terminate the Legacy Agreements and replace the transmission arrangements with new agreements discussed below.

Purchase and Sale Agreements, Joint Ownership and Operation of Existing Transmission Facilities

Pursuant to the MOU, IPC and PacifiCorp will negotiate in good faith to attempt to reach an agreement on one or more purchase and sale agreements pursuant to which IPC will sell to PacifiCorp an undivided ownership interest in certain of its transmission facilities identified in the MOU, and PacifiCorp will sell to IPC an undivided ownership interest in certain of its transmission facilities identified in the MOU, subject to regulatory and board of directors’ approval.  Each of the purchase and sale agreements will specify the scope of each party’s ownership interests in the facilities.  Each party’s allocable transmission capacity in these facilities is expected to satisfy in part its respective obligation for transmission capacity as evaluated under the termination of the Legacy Agreements and capacity expansion responsibilities under its Open Access Transmission Tariff.

In connection with these purchases and sales, IPC and PacifiCorp will also negotiate in good faith to attempt to reach agreements to govern the interconnection of their systems and the joint ownership, operation and maintenance of the facilities.  These agreements will designate one of the parties to serve as operator of each facility and will specify cost sharing related to operation, maintenance and capital improvements to the facilities.

Joint Development Projects

Pursuant to the MOU, IPC and PacifiCorp will negotiate in good faith to attempt to reach an agreement to jointly develop and construct three transmission projects identified in the MOU, including the 500 kV Boardman to Hemingway transmission line discussed in the 2009 Form 10-K.  The other two projects are part of the Gateway West Project, which is also discussed in the 2009 Form 10-K: the 500 kV transmission line from Populus to Cedar Hill to Hemingway,

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including a new Cedar Hill 500 kV station, and the 500 kV transmission line from Midpoint to Cedar Hill.  The parties will also negotiate in good faith to attempt to reach a joint ownership, operation and maintenance agreement for the projects, including each party’s rights to a specified transmission capacity on each of the lines.

A summary of the MOU is filed as Exhibit 99.1 hereto.

Election of New Chairman

At its meeting on March 18, 2010, the Boards of Directors of IDACORP and IPC elected Gary G. Michael to serve as Chairman of both boards upon the retirement of the current Chairman, Jon H. Miller, effective immediately prior to the Annual Meeting of Shareholders on May 20, 2010.  Mr. Miller, who is 72 and has served as Chairman of both boards since 1999, is retiring from the boards in accordance with the mandatory retirement provisions of the Bylaws.

Mr. Michael has served on the Boards of Directors of IDACORP and IPC since 2001.  He is Chairman of the Corporate Governance Committee and a member of the Executive Committee.  He previously served as Chairman of the Audit Committee.  Mr. Michael, who is 69, served as Chairman of the Board and Chief Executive Officer of Albertson’s, Inc., a food-drug retailer, from 1991-2001.  Mr. Michael is also a director of The Clorox Company since 2001; Questar Corporation, Questar Gas and Questar Pipeline since 1994; and Graham Packaging Company, Advisory Board, since 2002.

Idaho Public Utilities Commission Filings

Fixed Cost Adjustment Mechanism

On March 12, 2007, the Idaho Public Utilities Commission (“IPUC”) approved the implementation of a fixed cost adjustment mechanism (“FCA”) pilot program for IPC’s residential and small general service customers. The FCA is a rate mechanism designed to remove IPC’s disincentive to invest in energy efficiency programs by separating (or decoupling) the recovery of fixed costs from the variable kilowatt-hour charge and linking it instead to a set amount per customer. In the FCA, for each customer class, the number of customers is multiplied by a fixed cost per customer.  The cost per customer is based on IPC’s revenue requirement as established in a general rate case.  This authorized fixed cost recovery amount is compared to the amount of fixed costs actually recovered by IPC.  The amount of over- or under-recovery is then returned to or collected from customers in a subsequent rate adjustment.  The pilot program began on January 1, 2007 and ran through 2009, with the first rate adjustment effective June 1, 2008 and subsequent rate adjustments effective June 1 of each year during its term.

On March 15, 2010, IPC filed an application requesting recovery of $6.3 million above the fixed costs authorized in base rate for the net under-recovery of fixed costs during 2009, to become effective on June 1, 2010 and to remain in effect until May 31, 2011.  This amount is a $3.6 million increase over amounts recovered in the previous year of the program and would represent the final annual rate adjustment under the three-year FCA pilot program.  On October 1, 2009,

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 IPC filed an application with the IPUC seeking authority to make the FCA mechanism permanent beginning January 1, 2010.  That application is still pending.
 

Advanced Metering Infrastructure

The Advanced Metering Infrastructure (“AMI”) project provides the means to automatically retrieve energy consumption information, eliminating manual meter reading expense.

On March 15, 2010, IPC filed an application with the IPUC requesting authority to increase its rates by approximately $2.4 million in its Idaho jurisdiction due to the inclusion of AMI investment in rate base for the 2010 test year.  IPC’s request also reflects the reduction in investment and the accelerated amortization costs related to the removal of current metering equipment, as well as reductions in operating expenses that accompany the changes in plant investment. IPC seeks an effective date for the rate increase of June 1, 2010.

IPC has calculated a revenue requirement of $2.4 million in the Idaho jurisdiction for the 2010 test year AMI investment.  IPC has requested that this requirement be recovered through a uniform percentage rate increase of 0.33 percent for IPC’s affected customer classes:  residential, small commercial, large general-secondary, irrigation-secondary, and metered lighting, effective June 1, 2010, for service provided on and after that date.

Recovery of Idaho Power Company Cash Contribution to Defined Benefit Pension Expense

On October 20, 2009, IPC filed an application with the IPUC to implement a mechanism to track and recover annually cash contributions made to the pension plan.  On February 17, 2010, the IPUC issued an order denying implementation of an annual tracking mechanism but authorizing IPC to request recovery, through a rate case proceeding, of imminent, but as yet unpaid, pension plan contributions that have been determined by IPC’s actuary as “known-and-measurable” expenses to be incurred.

On March 15, 2010, IPC filed an application with the IPUC requesting authority to increase its base rates to recover $5.4 million of cash contributions to defined benefit pension expenses, representing the Idaho-allocated portion of a cash contribution IPC is required to make for the plan year for IPC’s pension plan beginning on January 1, 2009.  IPC is scheduled to make the cash contribution on September 15, 2010, the extended filing date for IPC’s 2009 federal income tax return.  IPC’s application requests authority to recover the $5.4 million cash contribution over a one-year amortization period of June 1, 2010 through May 31, 2011, with rate adjustments becoming effective on June 1, 2010.

Forward-Looking Information

Certain statements contained in this Current Report on Form 8-K, including statements with respect to future earnings, ongoing operations, and financial conditions, are forward-looking statements within the meaning of federal securities laws and are intended to qualify for the safe

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harbor from liability established by the Private Securities Litigation Reform Act of 1995.  Although IDACORP and Idaho Power Company believe that the expectations and assumptions reflected in these forward-looking statements are reasonable, these statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in the statements.  Factors that could cause actual results to differ materially from the forward-looking statements include:  the effect of regulatory decisions by the Idaho Public Utilities Commission, the Oregon Public Utility Commission and the Federal Energy Regulatory Commission affecting our ability to recover costs and/or earn a reasonable rate of return including, but not limited to, the disallowance of costs that have been deferred; changes in and compliance with state and federal laws, policies and regulations including new interpretations by oversight bodies, which include the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, the Idaho Public Utilities Commission and the Oregon Public Utility Commission, of existing policies and regulations that affect the cost of compliance, investigations and audits, penalties and costs of remediation that may or may not be recoverable through rates; changes in tax laws or related regulations or new interpretations of applicable law by the Internal Revenue Service or other taxing jurisdiction; litigation and regulatory proceedings, including those resulting from the energy situation in the western United States, and penalties and settlements that influence business and profitability; changes in and compliance with laws, regulations, and policies including changes in law and compliance with environmental, natural resources, endangered species and safety laws, regulations and policies and the adoption of laws and regulations addressing greenhouse gas emissions, global climate change, and energy policies; global climate change and regional weather variations affecting customer demand and hydroelectric generation; over-appropriation of surface and groundwater in the Snake River Basin resulting in reduced generation at hydroelectric facilities; construction of power generation, transmission and distribution facilities, including an inability to obtain required governmental permits and approvals, rights-of-way and siting, and risks related to contracting, construction and start-up; operation of power generating facilities including performance below expected levels, breakdown or failure of equipment, availability of transmission and fuel supply; changes in operating expenses and capital expenditures, including costs and availability of materials, fuel and commodities; blackouts or other disruptions of Idaho Power Company's transmission system or the western interconnected transmission system; population growth rates and other demographic patterns; market prices and demand for energy, including structural market changes; increases in uncollectible customer receivables; fluctuations in sources and uses of cash; results of financing efforts, including the ability to obtain financing or refinance existing debt when necessary or on favorable terms, which can be affected by factors such as credit ratings, volatility in the financial markets and other economic conditions; actions by credit rating agencies, including changes in rating criteria and new interpretations of existing criteria; changes in interest rates or rates of inflation; performance of the stock market, interest rates, credit spreads and other financial market conditions, as well as changes in government regulations, which affect the amount and timing of required contributions to pension plans and the reported costs of providing pension and other postretirement benefits; increases in health care costs and the resulting effect on medical benefits paid for employees; increasing costs of insurance, changes in coverage terms and the ability to obtain insurance; homeland security, acts of war or terrorism; natural disasters and other natural risks, such as earthquake, flood, drought, lightning, wind and fire; adoption of or changes in critical accounting policies or estimates; and new

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accounting or Securities and Exchange Commission requirements, or new interpretation or application of existing requirements.  Any such forward-looking statements should be considered in light of such factors and others noted in the companies' Annual Report on Form 10-K for the year ended December 31, 2009, and other reports on file with the Securities and Exchange Commission.  Any forward-looking statement speaks only as of the date on which such statement is made.  New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. 

Item 9.01        Financial Statements and Exhibits

(d) Exhibits.

Number	Description
10.1 99.1	Form of Amended and Restated Change in Control Agreement between IDACORP, Inc. and Officers of IDACORP, Inc. and Idaho Power Company, approved March 17, 2010 Summary of Memorandum of Understanding between PacifiCorp and Idaho Power Company regarding transmission projects entered into March 5, 2010

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SIGNATURES

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

Dated:  March 24, 2010

IDACORP, Inc.

By:   /s/ Rex Blackburn
Rex Blackburn
Sr. Vice President and
General Counsel

IDAHO POWER COMPANY

By:   /s/ Rex Blackburn
Rex Blackburn
Sr. Vice President and
General Counsel
 

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INDEX TO EXHIBITS

Number	Description
10.1 99.1	Form of Amended and Restated Change in Control Agreement between IDACORP, Inc. and Officers of IDACORP, Inc. and Idaho Power Company, approved March 17, 2010 Summary of Memorandum of Understanding between PacifiCorp and Idaho Power Company regarding transmission projects entered into March 5, 2010

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EX-10

Exhibit 10.1

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
BETWEEN IDACORP, INC.
AND
[EXECUTIVE]

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”), is by and between IDACORP, Inc., an Idaho corporation (the “Corporation”) and ________________ (the “Executive”) and is effective on the date established pursuant to Section 15 of this Agreement (the “Effective Date”).

W I T N E S S E T H:

WHEREAS, the Executive is a valuable employee of the Corporation or a Subsidiary of the Corporation, an integral part of its management, and a key participant in the decision-making process relative to short-term and long-term planning and policy for the Corporation; and

WHEREAS, the Corporation wishes to encourage the Executive to continue his career and services with the Corporation or a Subsidiary, as the case may be, following a Change in Control; and

WHEREAS, the Board has determined that it would be in the best interests of the Corporation and its shareholders to assure continuity in the management of the Corporation’s, including Subsidiaries’, administration and operations in the event of a Change in Control by entering into this Agreement with the Executive;

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1.         Definitions.

a.         “Board” shall mean the Board of Directors of the Corporation.

b.         “Cause” shall mean the Executive’s fraud or dishonesty which has resulted or is likely to result in material economic damage to the Corporation or a Subsidiary of the Corporation, as determined in good faith by a vote of at least two-thirds of the non-employee directors of the Corporation at a meeting of the Board at which the Executive is provided an opportunity to be heard.

c.         “Change in Control” shall mean:

(i)         any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “1934 Act”) and as used in Section 13(d) of the 1934 Act), excluding (A) the Corporation or any Subsidiary, (B) a corporation or other entity owned, directly or indirectly, by the stockholders of the Corporation immediately prior to the transaction in substantially the same proportions as their ownership of stock of the Corporation, (C) an employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary or (D) an underwriter temporarily holding securities pursuant to an offering of such securities (“Person”)) is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of the combined voting power of the then outstanding voting securities eligible to vote generally in the election of directors of the Corporation; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Corporation;

(ii)        any Person has commenced a tender or exchange offer to acquire any stock of the Corporation (or securities convertible into stock) for cash, securities or any other consideration provided that, after the closing of the offer with full shareholder subscription, such Person would be the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of the combined voting power of the then outstanding voting securities eligible to vote generally in the election of directors of the Corporation (calculated as provided in Paragraph (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire stock);

(iii)       all required shareholder approvals have been obtained for a merger, consolidation, reorganization or share exchange, or sale of all or substantially all of the assets, of the Corporation or Idaho Power Company (a “Qualifying Transaction”), unless, immediately following such Qualifying Transaction, all of the following have occurred: (A) all or substantially all of the beneficial owners of the Corporation immediately prior to such Qualifying Transaction will beneficially own in substantially the same proportions, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity resulting from such Qualifying Transaction (including, without limitation, a corporation or other entity which, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) (as the case may be, the “Successor Entity”), (B) no Person will be the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of the combined voting power of the then outstanding voting securities eligible to vote generally in the election of directors of the Successor Entity and (C) at least a majority of the members of the board of directors of the Successor Entity will be Incumbent Directors;

(iv)       shareholder approval of a complete liquidation or dissolution of the Corporation or Idaho Power Company; or

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(v)        within a 24-month period, individuals who were directors of the Board immediately before such period (“Incumbent Directors”) cease to constitute at least a majority of the directors of the Board; provided, however, that any director who was not a director of the Board at the beginning of such period shall be deemed to be an Incumbent Director if the election or nomination for election of such director was approved by the vote of at least two-thirds of the directors of the Board then still in office (A) who were in office at the beginning of the 24-month period or (B) whose election or nomination for election was so approved, in each case, unless such individual was elected or nominated as a result of an actual or threatened election contest or as a result of an actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board; or

(vi)       consummation of any transaction described in Section 1(c)(iii) or 1(c)(iv) if such transaction was not approved by shareholders.

For avoidance of doubt, transactions for the purpose of dividing Idaho Power Company’s assets into separate distribution, transmission or generation entities or such other entities as the Corporation or Idaho Power Company may determine shall not constitute a Change in Control unless so determined by the Board.

Upon the Board’s determination that (x) a tender offer that constituted a Change in Control under Section 1(c)(ii) will not result in a Person becoming the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 20% or more of the combined voting power of the then outstanding voting securities eligible to vote generally in the election of directors of the Corporation or (y) the Qualifying Transaction described in Section 1(c)(iii) will not be closed or (z) a complete liquidation or dissolution of the Corporation or Idaho Power Company that was approved by shareholders, as described in Section 1(c)(iv), will not occur, a Change in Control shall be deemed not to have occurred from such date of determination forward, and this Agreement shall continue in effect as if no Change in Control had occurred except to the extent a Separation from Service requiring payments under this Agreement occurs prior to such Board determination.

d.         “Code” shall mean the Internal Revenue Code of 1986, as amended.

e.         “Compensation” shall mean the sum of (i) the Executive’s annual base salary at the time of Separation from Service (or, if greater, at the time of a termination of employment that does not constitute a Separation from Service) and (ii) the Executive’s target annual incentive award in the year of the Separation from Service (or, if greater, at the time of a termination of employment that does not constitute a Separation from Service) (or, if as of the date of the Separation from Service (or termination of employment, as the case may be) no target annual incentive award has yet been determined for the year of the Separation from Service, the target annual incentive award for the prior year).

f.          “Constructive Discharge” shall mean any of the following:

(i)         any material failure by the Corporation to comply with any of the provisions of this Agreement;

(ii)        the Corporation or a Subsidiary of the Corporation requiring the Executive to be based at any office or location more than 50 miles from the location at which the Executive was based on the day prior to the Change in Control;

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(iii)       a reduction which is more than de minimis in (A) the Executive’s annual rate of base salary or maximum annual incentive award opportunity, (B) the long-term incentive compensation the Executive has the opportunity to earn, determined in the aggregate if multiple long-term incentive opportunities exist or (C) the combined annual benefit accrual rate under the Corporation’s qualified defined benefit pension plan and/or the Idaho Power Company Security Plan for Senior Management Employees, as in effect immediately prior to the Change in Control (except if such reduction is a part of a reduction for all executive officers);

(iv)       the Corporation’s failure to require a successor entity to assume and agree to perform the Corporation’s obligations pursuant to Section 9; or

(v)        a reduction which is more than de minimis in the long term disability and life insurance coverage provided to the Executive under the Corporation’s life insurance and long term disability plans as in effect immediately prior to the Change in Control.

No such event described hereunder shall constitute Constructive Discharge unless the Executive has given written notice to the Corporation specifying the event constituting such Constructive Discharge within 90 days of the initial existence of such event (but in no event later than the Ending Date) and the Corporation has not remedied such within 30 days of receipt of such notice.  The Corporation and Executive, upon mutual written agreement, may waive any of the foregoing provisions which would otherwise constitute a Constructive Discharge.

g.         “Coverage Period” shall begin on the Starting Date and end on the Ending Date.

h.         “Disability” shall mean an injury or illness which permanently prevents the Executive from performing services to the Corporation and which qualifies the Executive for payments under the Corporation’s long term disability plan, which for purposes of this Agreement shall be the Idaho Power Company Long Term Disability Plan.

i.          “Ending Date” shall be the date which is 36 full calendar months following the date on which a Change in Control occurs or if the Change in Control is shareholder approval pursuant to Section 1(c)(iii) or 1(c)(iv), the date which is 36 months following the consummation of the transaction subject to such shareholder approval.

j.          “Separation from Service” shall mean “separation from service,” as that term is used in Code Section 409A(a)(2)(A)(i).

k.         “Starting Date” shall be the date on which a Change in Control occurs.

l.          “Subsidiary” means any corporation of which more than 50% of the outstanding stock having ordinary voting power to elect a majority of the board of directors of such corporation is now or hereafter owned, directly or indirectly, by the Corporation.

2.         Term.

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This Agreement shall be effective as of the Starting Date and shall continue thereafter until the 36 month anniversary of the later of (i) such date or (ii) if the Change in Control causing the Agreement to be effective is shareholder approval pursuant to Section 1(c)(iii) or 1(c)(iv), the date of the consummation of the transaction subject to such shareholder approval; provided, however, the Corporation’s obligations, if any, to provide payments and/or benefits pursuant to Section 3 of this Agreement and the obligations of the Corporation and the Executive under Section 5 of this Agreement shall survive the termination of this Agreement.

3.         Severance Benefits.

a.         If the Executive experiences a Separation from Service effected by the Corporation (and/or, if the Executive is employed by one or more Subsidiaries, effected by the Corporation and/or such Subsidiary or Subsidiaries) for any reason other than Cause (and not due to death or Disability) (for avoidance of doubt, transfer of employment between or among the Corporation and any of its Subsidiaries shall not constitute a Separation from Service effected by the Corporation or a Subsidiary for purposes of this Agreement), or effected by the Executive in the event of a Constructive Discharge, in either case at any time during the Coverage Period, then,

(i)         the Corporation shall pay or cause to be paid to the Executive (or if the Executive dies after Separation from Service but before receiving all payments to which he has become entitled hereunder, to the estate of the Executive) the following amounts:

(A) accrued but unpaid salary and accrued but unused vacation and sick time in accordance with the Corporation’s or a Subsidiary’s, as the case may be, Flexible Time Off or similar program, as may be amended from time to time, with such payment to be made within five business days after such Separation from Service; and

(B) subject to Section 17, a lump sum cash amount equal to two and one-half times the Executive’s Compensation (the “Severance Payment”), with such payment to be made on the first business day that is 60 days after such Separation from Service, subject to the provisions of Section 19 hereof; and

(ii)        subject to Section 17, the Executive shall be entitled to the following additional severance benefits:

(A) notwithstanding anything in any other award notice or agreement providing otherwise, as applicable, (1) all of the Executive’s outstanding stock options and stock appreciation rights shall become vested and exercisable as of the date Severance Payments are paid; (2) all of the Executive’s outstanding shares of restricted stock and restricted stock units shall become vested in full (at target levels for any performance-based restricted stock or restricted stock units) as of the date Severance Payments are paid and shall be paid on the date the Severance Payments are paid; and (3) the target payout opportunity under all of the Executive’s outstanding performance units or performance shares (or other similar awards with performance-based vesting) shall become vested at target levels as of the date Severance Payments are paid and shall be paid on the date the Severance Payments are paid;

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(B) outplacement services commencing within 12 months of the date of the Separation from Service and extending for a period of not more than 12 months, the scope and provider of which shall be selected by the Executive in his sole discretion (but at a total cost to the Corporation of not more than $12,000); and

(C) continued coverage for Executive and, as applicable, the Executive’s covered dependents under the Corporation’s group health plans and other welfare benefit plans (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) to the extent the Executive elects to receive such coverage and pays a monthly premium equal to the COBRA premium for such group health coverage and the full monthly cost for such other welfare benefits (the “Elected Continuation Coverage”).  Any such Elected Continuation Coverage shall be provided, to the extent the Company is able to provide it or to arrange for the provision of such benefits from another provider, on the same basis (excluding premiums) as is provided to the Corporation’s actively employed executives and their dependents, as applicable, until the earlier of (i) twenty-four (24) months after the Executive’s Separation from Service or (ii) the date the Executive is first eligible for comparable coverage with a subsequent employer.  As a separate payment under this Agreement, for each month such Elected Continuation Coverage continues under this Section 3(a)(ii)(C), the Corporation shall pay to the Executive a monthly reimbursement payment so that, after withholding of all applicable taxes on such reimbursement payment, the Executive retains an amount equal to the excess of the COBRA premium and the full monthly cost for such Elected Continuation Coverage over the active employee cost for such coverage.

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b.         (i)         If Independent Tax Counsel (as that term is defined below) determines that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, and any other payments and benefits provided or to be provided to the Executive from the Corporation or any of its Subsidiaries or other affiliates or any successors thereto constitute “parachute payments” as defined in Section 280G of the Code (or any successor provision thereto) (“Parachute Payments”) that would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, except as otherwise provided in the next sentence, such Parachute Payments shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax.  If Independent Tax Counsel determines that the Executive would receive in the aggregate greater payments and benefits on an after tax basis if the Parachute Payments were not reduced pursuant to this Section 3(b), then no such reduction shall be made.  The determination of which payments or benefits shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as the case may be, payments or benefits in the order that it determines will produce the required deduction in total Parachute Payments with the least reduction in economic value to the Executive of such payments.  The determination of the Independent Tax Counsel under this subsection (i) shall be final and binding on all parties hereto.  For purposes of this Section 3(b), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Corporation and shall be acceptable to the Executive (the Executive’s acceptance not to be unreasonably withheld), and whose fees and disbursements shall be paid by the Corporation.

(ii)        Notwithstanding anything herein to the contrary, this Section 3(b) shall be interpreted (and, if determined by the Corporation to be necessary, reformed) to the extent necessary to fully comply with Section 409A of the Code; provided that the Corporation agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Code Section 409A.

c.         In the event of any Separation from Service described in Section 3(a), the Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment; provided, however, to the extent the Executive receives medical and health benefits from a subsequent employer, medical and health benefits provided pursuant to Section 3(a)(ii)(C) shall be secondary to those received from the subsequent employer.

d.         It is intended that the payments and benefits provided under this Agreement are in lieu of, and not in addition to, severance payments and benefits provided under any severance, change in control or similar plan or policy of the Corporation or a Subsidiary or under any other severance, change in control or similar agreements with the Corporation or any Subsidiary, whether written or oral.

4.         Nature of Obligation.

The Corporation shall not be required to establish a special or separate fund or other segregation of assets to assure payments under this Agreement, and, if the Corporation shall make any investments to aid it in meeting its obligations hereunder, the Executive shall have no right, title or interest in or to any such investments except as may otherwise be expressly provided in a separate written instrument relating to such investments.  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Corporation and the Executive or any other person.  To the extent that any person acquires a right to receive payments under this Agreement such right shall be no greater than the right of an unsecured creditor.

5.         Full Settlement; Litigation Expenses; Arbitration.

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a.         Except as provided below, the Corporation’s obligation to make or cause to be made the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation or a Subsidiary may have against the Executive or others.  The Corporation agrees to pay, upon written demand therefor by the Executive, all legal fees and expenses the Executive reasonably incurs during his or her lifetime as a result of any dispute or contest (regardless of the outcome thereof) by or with the Corporation or others regarding the validity or enforceability of, or liability under, any provision of this Agreement, plus in each case, interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.  Notwithstanding the foregoing, the Executive agrees to repay to the Corporation any such fees and expenses reimbursed by the Corporation if and to the extent that the Corporation or such others obtains a judgment or determination that the Executive’s claim was frivolous or was without merit from the arbitrator or a court of competent jurisdiction from which no appeal may be taken, whether because the time to do so has expired or otherwise. In any such action brought by the Executive for damages or to enforce any provisions of this Agreement, he shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Corporation’s obligations hereunder, in his sole discretion.

b.         In the event of any dispute or difference between the Corporation and the Executive with respect to the subject matter of this Agreement and the enforcement of rights hereunder, either the Executive or the Corporation may, by written notice to the other, require such dispute or difference to be submitted to arbitration.  The arbitrator or arbitrators shall be selected by agreement of the parties or, if they cannot agree on an arbitrator or arbitrators within 30 days after the Executive has notified the Corporation of his desire to have the question settled by arbitration, then the arbitrator or arbitrators shall be selected by the American Arbitration Association (the “AAA”) upon the application of the Executive.  The determination reached or award rendered in such arbitration shall be final and binding on both parties without any right of appeal or further dispute, subject to the applicable state or federal laws relating to arbitration determinations or awards.  Enforcement of an arbitration award by such arbitrator may be sought in any court of competent jurisdiction.  The arbitrators shall not be bound by judicial formalities and may abstain from following the strict rules of evidence and shall interpret this Agreement as an honorable engagement and not merely as a legal obligation.  Unless otherwise agreed by the parties, any such arbitration shall take place in Boise, Idaho, and shall be conducted in accordance with the Rules of the AAA.  The Executive’s expenses for such proceeding shall be paid, or repaid to the Corporation as the case may be, as provided in subsection (a) of this Section 5.

6.         Tax Withholding.

The Corporation may withhold from any payments made under this Agreement all federal, state or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

7.         Entire Understanding.

This Agreement contains the entire understanding between the Corporation and the Executive with respect to the subject matter hereof and supersedes any prior severance, change in control or similar agreement between the Corporation and the Executive (including, without limitation, the Prior Agreement by and between the Corporation and the Executive; provided, however, that, except as otherwise provided in this Section 7 and in Sections 3(b) and 3(d), this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of any kind elsewhere provided.

8.         Severability.

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If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall to the full extent consistent with law continue in full force and effect.

9.         Consolidation, Merger, or Sale of Assets.

If the Corporation consolidates or merges into or with, or transfers all or substantially all of its assets to, another entity the term “Corporation” as used herein shall mean such other entity and this Agreement shall continue in full force and effect.  In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Agreement, the Corporation shall require such successor expressly and unconditionally to assume and agree to perform the Corporation’s obligations under this Agreement, in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

10.       Notices.

All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

to the Corporation:

IDACORP, Inc.
Attention: General Counsel
P.O. Box 70
Boise, Idaho 83707

to the Executive:

At the address (or to the facsimile number) last shown on the records of the Corporation.

or to such other address as either party shall have previously specified in writing to the other.

11.       No Attachment.

Except as required by law, no right by the Executive or his estate to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

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12.       Binding Agreement.

This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Corporation and their respective permitted successors and assigns.

13.       Modification and Waiver.

Prior to the date of a Change in Control or, if earlier, the date of a public announcement of a transaction or event which if consummated would be a Change in Control (“Pre-Change in Control Event”), this Agreement may be terminated, modified or amended by action of a majority of the members of the Board. After a Change in Control or Pre-Change in Control Event, this Agreement may not be terminated, modified or amended except by an instrument in writing signed by the parties hereto.  No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument signed by the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

14.       Headings of No Effect.

The section headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

15.       Effective Date and Executive Acknowledgments.

This Agreement shall become effective on the Starting Date.  The Executive acknowledges that he has read and understands the provisions of this Agreement.  The Executive further acknowledges that he has been given an opportunity for his legal counsel to review this Agreement and that the provisions of this Agreement are reasonable and that he has received a copy of this Agreement.

16.       Not Compensation for Other Plans.

Except for amounts paid pursuant to Section 3(a)(i)(A) that are considered compensation, earnings or wages for purposes of any employee benefit plan of the Corporation or its Subsidiaries, it is understood by all parties hereto that amounts paid and benefits provided hereunder are not to be considered compensation, earnings or wages for purpose of any employee benefit plan of the Corporation or its Subsidiaries, including, but not limited to, the qualified retirement plan or the Idaho Power Company Security Plan.

17.       Release.

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Notwithstanding any provision herein to the contrary, if (and only if), within five days following the date of the Executive’s Separation from Service, the Corporation provides the Executive a release of the Corporation, its Subsidiaries and other affiliates and related parties (in such form as the Corporation may reasonably determine) of all claims against the Corporation, its Subsidiaries and other affiliates and related parties relating to the Executive’s service and separation therefrom, the Corporation shall not have any obligation to pay (or cause to be paid) any amount or provide any benefit under Section 3 of this Agreement (other than those amounts provided for in Section 3(a)(i)(A) unless the Executive executes such release and any revocation period applicable to such release has expired before the sixtieth day following the date of the Executive’s Separation from Service.  If the release has not been executed by the Executive and has not become irrevocable by the applicable deadline provided in the prior sentence, any amounts under Section 3 of this Agreement (other than those amounts provided for in Section 3(a)(i)(A)) shall be forfeited.

18.       Governing Law.

To the extent not preempted by Federal law, this Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of Idaho, without regard to conflicts of law provisions.

19.       Code Section 409A.

a.         To the extent applicable, this Agreement is intended to comply with the requirements of Section 409A of the Code and any regulations and guidance issued thereunder (“Section 409A”) and shall be interpreted accordingly.

b.         To the extent applicable, it is intended that all payments and benefits provided pursuant to this Agreement upon or following a Separation from Service qualify as short-term deferrals under Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent possible.  Any installment payments or reimbursements under this Agreement are to be treated as a series of separate payments for purposes of Section 409A.  Notwithstanding any provision to the contrary in this Agreement, if it is determined that any amounts to be provided pursuant to this Agreement constitute deferred compensation for purposes of Section 409A (“Deferred Compensation Payments”) and if the Executive is deemed to be a “Specified Employee” (as that term is used in Code Section 409A(a)(2)(B)) on the date of the Executive’s Separation from Service, as determined under the Corporation’s policy for determining specified employees, any such Deferred Compensation Payments that are deemed payable due to a Separation from Service for purposes of Section 409A and are required to be delayed until the first business day after the date that is six months following the Executive’s Separation from Service (or, if earlier, until the date of the Executive’s death) to comply with Code Section 409A(a)(2)(B)(i) shall be so delayed, and the accumulated amounts, shall be paid in a lump sum payment to the Executive on the first business day that is after six months after the Executive’s Separation from Service; provided, however, that if the Executive dies during such six month period, payment shall be made to the Executive’s estate within 60 days after the date of the Executive’s death.

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c.         Notwithstanding any provision to the contrary in this Agreement, any reimbursements or in-kind benefits under this Agreement that constitute Deferred Compensation Payments shall be paid or provided to the Executive in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv), including the requirement that the amount of reimbursements or in-kind benefits provided during a year may not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year and that any reimbursements be made on or before the last day of the year following the year in which the expense was incurred.

IN WITNESS WHEREOF, the Corporation and the Executive both intending to be legally bound have duly executed and delivered this Agreement, to be effective as of the date set forth in Section 15.

IDACORP, INC.

By:_____________________________
Its President & Chief Executive Officer
Date: ___________________________

EXECUTIVE

__________________________________
Date: ________________________
 

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EX-99.1 CHARTER

Exhibit 99.1

SUMMARY OF MEMORANDUM OF UNDERSTANDING
BETWEEN PACIFICORP AND IDAHO POWER
REGARDING TRANSMISSION PROJECTS

PacifiCorp and Idaho Power have entered into a Memorandum of Understanding (“MOU”) on March 5, 2010. This is a summary of some of the significant terms of the MOU.

Background

A.  PacifiCorp owns and operates facilities for the transmission of electric power and energy in interstate commerce (“PacifiCorp Transmission System”).

B.  Idaho Power owns and operates facilities for the transmission of electric power and energy in interstate commerce (“Idaho Power Transmission System”; each of the PacifiCorp Transmission System and the Idaho Power Transmission System, a “Transmission System” and, collectively, the “Transmission Systems”).

C.  Each of PacifiCorp and Idaho Power have an independent obligation pursuant to their respective Open Access Transmission Tariff to plan for and expand their respective Transmission System based upon the needs of their native load customers, network customers, and eligible customers that agree to expand the Transmission System.

D.  Idaho Power has developed an integrated resource plan for service to its native load customers, and received network load and resource forecasts from its network customers that collectively demonstrate the need to evaluate expansion of Idaho Power’s Transmission System.

E.  PacifiCorp has developed an integrated resource plan for service to its native load customers, and received network load and resource forecasts from its network customers that collectively demonstrate the need to evaluate expansion of PacifiCorp’s Transmission System.

F.  The Parties are committed to the development of transmission facilities to fulfill their service obligations and to operate reliable Transmission Systems.

G.  The Parties are also committed to engaging potential stakeholders in this development process through the Northern Tier Transmission Group’s planning workgroup and other appropriate forums.

H.  The Parties have been involved in the joint development and expansion of major electric transmission facilities known as the Gateway West Project.

I.  The Parties are considering whether to modify schedules of portions of the Gateway West Project to recognize significant capital savings through participation in a combined set of projects.

J.  The Parties are also considering whether to construct new projects into Oregon, specifically the Hemingway to Boardman Project.

K.  These projects are expected to meet, in part, both Parties’ long term integrated resource planning needs.

L.  Idaho Power and PacifiCorp are parties to certain legacy agreements which grant to one another certain transmission capacity rights over portions of the other Party’s existing Transmission System. The Parties desire to consider whether to terminate these legacy agreements and replace the transmission arrangements contemplated therein with joint ownership transmission arrangements and other alternative transmission arrangements.

M.  The proposed transaction will be subject to applicable federal and state regulatory approvals and is premised upon the preservation of the Parties’ rights on behalf of, and for the benefit of, their native load customers, and to satisfy their capacity expansion responsibilities under their respective OATT.

The MOU contains some of the principal elements of the proposed transaction as currently contemplated by the Parties, which, if agreed to by the Parties, will include the following:

SUMMARY OF CERTAIN KEY TERM SHEET ELEMENTS

Parties:

Idaho Power Company, an Idaho corporation  (“Idaho Power”) PacifiCorp, an Oregon corporation (“PacifiCorp”)

Legacy Agreements:

The following agreements entered into between PacifiCorp and Idaho Power and/or on file with FERC: Idaho Power Rate Schedules 67, 87, and 149 (a) Second Restated and Amended Transmission Facilities Agreement, dated as of February 9, 2009; (b) Restated Transmission Service Agreement, to be filed by the Parties in FERC docket number ER09-1335; (c) Agreement for Interconnection and Transmission Services, to be filed by the Parties in FERC docket number ER09-1335; (d) Memorandum of Understanding Between Idaho Power

	Company and PacifiCorp Concerning Electric Transmission Development, dated May 7, 2007; and (e) First Amended and Restated Agreement to Share Permitting Costs for Gateway West in Support of the National Environmental Policy Act (“NEPA”) Process, dated September 5, 2008; PacifiCorp Rate Schedules 257, 293, 294, and 427. (a) Antelope Substation Capacity Entitlement, Operation and Maintenance Agreement, dated October 17, 1989; (b) Transmission Facilities, dated as of June 1, 1974; (c) Agreement for Interconnection and Transmission Services, dated as March 19, 1982; and (d) Draft Transmission Services Agreement, dated as of June 28, 1995. Other legacy agreements may be identified and added by mutual agreement of the Parties.
Settlement Agreement	A settlement agreement to be entered into between PacifiCorp and Idaho Power, pursuant to which the Legacy Agreements will be terminated and the Parties will be released from all obligations and liabilities thereunder.
Purchase and Sale Agreement(s)	One or more purchase and sale agreements to be entered into between PacifiCorp and Idaho Power pursuant to which certain transmission facilities will become jointly owned by the Parties.  Each Party’s allocable transmission capacity in these transmission facilities is expected to satisfy, in part, its obligation for transmission capacity as evaluated under the termination of the Legacy Agreements and capacity expansion responsibilities under their respective OATT. (a) PacifiCorp will sell to Idaho Power and Idaho Power will purchase from PacifiCorp an undivided ownership interest in the following transmission facilities: (i) Goshen to Kinport 345 kV; (ii) Antelope Substation to INL, the 230/161 kV transformer and the 161 kV bus; (iii) Goshen 161kV and 345 kV Substations;  (iv) Summer Lake to Hemingway section of the existing Midpoint-

	Summer Lake 500 kV line; (v) Midpoint to Hemingway section of the existing Midpoint-Summer Lake 500 kV line; (vi) Jim Bridger to Kinport and Jim Bridger to Borah 345 kV transmission lines; (vii) 3 Mile Knoll Substation 345 kV bus; (viii) PacifiCorp’s Populus Substation now under construction; (ix) PacifiCorp’s Jefferson Substation 161 kV bus; and (x) PacifiCorp’s Big Grassy Substation 161 kV bus. (b) Idaho Power will sell to PacifiCorp and PacifiCorp will purchase from Idaho Power an undivided ownership interest in the following transmission facilities: (i) Borah to Midpoint and Kinport to Midpoint 345 kV lines; (ii) Borah to Kinport 345 kV line; (iii) Borah to Brady to Kinport 230 kV and 345 kV facilities; (iv) Jim Bridger to Goshen 345 kV line; (v) Goshen to Big Grassy 161 kV line; (vi) Jim Bridger Substation 230 kV transmission facilities; and (vi) Idaho Power’s Hemingway Substation 500 kV bus now under construction.
Joint Ownership, Operation and Maintenance Agreements (“JOOMs”)	One or more joint ownership, operation and maintenance agreements to be entered into by PacifiCorp and Idaho Power which will govern the ownership, operation and maintenance of one or more jointly owned transmission facilities.  Under each JOOM, the Parties will designate one of the Parties to serve as operator to provide for the operation, maintenance, and capital improvements and upgrades to the respective transmission facilities, with cost sharing of these services based upon the Parties’ ownership interests unless provided otherwise in the JOOM.  The Parties will establish procedures for expansion and provide for cost sharing in each JOOM.
Projects	Collection of individual transmission projects referred to below, which will be jointly owned by the Parties.  Each Party’s allocable transmission capacity in these facilities is expected to satisfy, in part, its obligation for transmission capacity as evaluated under

	capacity expansion responsibilities under their respective OATT: (a) 500 kV transmission line from Boardman to Hemingway, including a substation expansion at Hemingway and Boardman and/or a new substation at North East Oregon (NEO) (“Boardman to Hemingway Line”); (b) 500 kV transmission line from Populus to Cedar Hill to Hemingway, including a new Cedar Hill 500 kV station (“Populus to Hemingway Line”); and (c) 500 kV transmission line from Midpoint to Cedar Hill (“Midpoint to Cedar Hill Line”).
Joint Development and Construction Agreement	An agreement to be entered into between PacifiCorp and Idaho Power, pursuant to which: (a) PacifiCorp and Idaho Power will jointly develop and construct the Projects; and (b) PacifiCorp and Idaho Power will be responsible for ownership share in the following transmission facilities as stated in the final JOOM(s): (i) Boardman to Hemingway Line; (ii) Hemingway to Cedar Hill Line; and (iii) Midpoint to Cedar Hill Line;
Other Arrangements	In addition to the other arrangements in the Definitive Agreements described herein, PacifiCorp and Idaho Power will agree to certain other transmission arrangements which will be included in the appropriate Definitive Agreement.
Interconnection Agreements	One or more interconnection agreements to be entered into between PacifiCorp and Idaho Power, which will govern the interconnection of the transmission facilities of the Parties subject to the Definitive Agreements.
Definitive Agreements	The following agreements to be entered into by PacifiCorp and Idaho Power: (a) Settlement Agreement; (b) Purchase and Sale Agreements; (c) JOOMs; (d) Interconnection Agreements; and (e) Joint Development and Construction Agreement: