Exhibit 10.9

          IDACORP, Inc. Non-Employee Directors Stock Compensation Plan,
                         as amended on January 20, 2005





                      IDACORP, INC. NON-EMPLOYEE DIRECTORS
                             STOCK COMPENSATION PLAN

I.   Purpose

     The purpose of the IDACORP, Inc. Non-Employee Directors Stock Compensation
Plan is to provide ownership of the Company's stock to non-employee members of
the Board of Directors and to strengthen the commonality of interest between
directors and shareholders.

II.  Definitions

     When used herein, the following terms shall have the respective meanings
set forth below:

     "Annual Retainer" means the annual retainer payable by the Company to
     Non-Employee Directors and shall include, for purposes of this Plan,
     meeting fees, cash retainers and any other cash compensation payable to
     Non-Employee Directors by the Company for services as a Director.

     "Annual Meeting of Shareholders" means the annual meeting of shareholders
     of the Company at which directors of the Company are elected.

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

     "Committee" means a committee whose members meet the requirements of
     Section IV(A) hereof, and who are appointed from time to time by the Board
     to administer the Plan.

     "Common Stock" means the common stock, without par value, of the Company.

     "Company" means IDACORP, Inc., an Idaho corporation, and any successor
     corporation.

     "Effective Date" means May 17, 1999.

     "Employee" means any officer or other common law employee of the Company or
     of any Subsidiary.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Non-Employee Director" or "Participant" means any person who is elected or
     appointed to the Board of Directors of the Company and who is not an
     Employee.

     "Plan" means the Company's Non-Employee Directors Stock Compensation Plan,
     adopted by the Board on May 5, 1999, as it may be amended from time to
     time.




     "Plan Year" means the period commencing on February 1 and ending the next
     following January 31.

     "Stock Payment" means that portion of the Annual Retainer to be paid to
     Non-Employee Directors in shares of Common Stock rather than cash for
     services rendered as a director of the Company, as provided in Section V
     hereof.

     "Subsidiary" means any corporation that is a "subsidiary corporation" of
     the Company, as that term is defined in Section 424(f) of the Internal
     Revenue Code of 1986, as amended.

III. Shares of Common Stock Subject to the Plan

     Subject to Section VI below, the maximum aggregate number of shares of
Common Stock that may be delivered under the Plan is 100,000 shares. The Common
Stock to be delivered under the Plan will be made available from treasury stock
or shares of Common Stock purchased on the open market.

IV.  Administration

     A.   The Plan will be administered by a committee appointed by the Board,
          consisting of two or more persons. Members of the Committee need not
          be members of the Board. The Company shall pay all costs of
          administration of the Plan.

     B.   Subject to and not inconsistent with the express provisions of the
          Plan, the Committee has and may exercise such powers and authority of
          the Board as may be necessary or appropriate for the Committee to
          carry out its functions under the Plan. Without limiting the
          generality of the foregoing, the Committee shall have full power and
          authority (i) to determine all questions of fact that may arise under
          the Plan, (ii) to interpret the Plan and to make all other
          determinations necessary or advisable for the administration of the
          Plan and (iii) to prescribe, amend and rescind rules and regulations
          relating to the Plan, including, without limitation, any rules which
          the Committee determines are necessary or appropriate to ensure that
          the Company and the Plan will be able to comply with all applicable
          provisions of any federal, state or local law. All interpretations,
          determinations and actions by the Committee will be final and binding
          upon all persons, including the Company and the Participants.

V.   Determination of Annual Retainer and Stock Payments

     A.   The Board shall determine the Annual Retainer payable to all
          Non-Employee Directors of the Company.

     B.   Each director who is a Non-Employee Director immediately following the
          date of the Company's Annual Meeting of Shareholders or who becomes a
          Non-Employee Director thereafter shall receive as a portion of the
          Annual Retainer,


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          payable to such director on February 1 (or such later date as the
          director may be elected to the Board), or on the first business day
          thereafter, a Stock Payment of $40,000 in value of Common Stock. The
          number of shares granted shall be determined based on (i) for treasury
          stock, the closing price of the Common Stock on the consolidated
          transaction reporting system on the business day immediately preceding
          the date of payment, and (ii) for open market purchases, the actual
          price paid to purchase the shares. A certificate evidencing the shares
          of Common Stock constituting the Stock Payment shall be registered in
          the name of the Participant and issued to each Participant. The cash
          portion of the Annual Retainer shall be paid to Non-Employee Directors
          at such times and in such manner as may be determined by the Board of
          Directors.

     C.   No Non-Employee Director shall be required to forfeit or otherwise
          return any shares of Common Stock issued as a Stock Payment pursuant
          to the Plan notwithstanding any change in status of such Non-Employee
          Director which renders him ineligible to continue as a Participant in
          the Plan.

VI.  Adjustment For Changes in Capitalization

     If the outstanding shares of Common Stock of the Company are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the property of the Company, reorganization or recapitalization,
reclassification, stock dividend, stock split, reverse stock split, combinations
of shares, rights offering, distribution of assets or other distribution with
respect to such shares of Common Stock or other securities or other change in
the corporate structure or shares of Common Stock, the maximum number of shares
and/or the kind of shares that may be issued under the Plan shall be
appropriately adjusted by the Committee. Any determination by the Committee as
to any such adjustment will be final, binding and conclusive. The maximum number
of shares issuable under the Plan as a result of any such adjustment shall be
rounded down to the nearest whole share.

VII. Amendment and Termination of Plan

     The Board will have the power, in its discretion, to amend, suspend or
terminate the Plan at any time.

VIII. Effective Date and Duration of the Plan

     The Plan will become effective upon the Effective Date and shall remain in
effect, subject to the right of the Board of Directors to terminate the Plan at
any time pursuant to Section VIII, until all shares subject to the Plan have
been purchased or acquired according to the Plan's provisions.


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IX.  Miscellaneous Provisions

     A.   Continuation of Directors in Same Status

     Nothing in the Plan or any action taken pursuant to the Plan shall be
construed as creating or constituting evidence of any agreement or
understanding, express or implied, that the Company will retain a Non-Employee
Director as a director or in any other capacity for any period of time or at a
particular retainer or other rate of compensation, as conferring upon any
Participant any legal or other right to continue as a director or in any other
capacity, or as limiting, interfering with or otherwise affecting the right of
the Company to terminate a Participant in his capacity as a director or
otherwise at any time for any reason, with or without cause, and without regard
to the effect that such termination might have upon him as a Participant under
the Plan.

     B.   Compliance with Government Regulations

     Neither the Plan nor the Company shall be obligated to issue any shares of
Common Stock pursuant to the Plan at any time unless and until all applicable
requirements imposed by any federal and state securities and other laws, rules
and regulations, by any regulatory agencies or by any stock exchanges upon which
the Common Stock may be listed have been fully met. As a condition precedent to
any issuance of shares of Common Stock and delivery of certificates evidencing
such shares pursuant to the Plan, the Board or the Committee may require a
Participant to take any such action and to make any such covenants, agreements
and representations as the Board or the Committee, as the case may be, in its
discretion deems necessary or advisable to ensure compliance with such
requirements. The Company shall in no event be obligated to register the shares
of Common Stock deliverable under the Plan pursuant to the Securities Act of
1933, as amended, or to qualify or register such shares under any securities
laws of any state upon their issuance under the Plan or at any time thereafter,
or to take any other action in order to cause the issuance and delivery of such
shares under the Plan or any subsequent offer, sale or other transfer of such
shares to comply with any such law, regulation or requirement. Participants are
responsible for complying with all applicable federal and state securities and
other laws, rules and regulations in connection with any offer, sale or other
transfer of the shares of Common Stock issued under the Plan or any interest
therein including, without limitation, compliance with the registration
requirements of the Securities Act of 1933, as amended (unless an exemption
therefrom is available), or with the provisions of Rule 144 promulgated
thereunder, if applicable, or any successor provisions. Certificates for shares
of Common Stock may be legended as the Committee shall deem appropriate.

     C.   Nontransferability of Rights

     No Participant shall have the right to assign the right to receive any
Stock Payment or any other right or interest under the Plan, contingent or
otherwise, or to cause or permit any encumbrance, pledge or charge of any nature
to be imposed on any such Stock Payment (prior to the issuance of stock
certificates evidencing such Stock Payment) or any such right or interest.


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D.   Severability

     In the event that any provision of the Plan is held invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of the Plan.

E.   Governing Law

     To the extent not preempted by Federal law, the Plan shall be governed by
the laws of the State of Idaho, without regard to the conflict of law provisions
of any state.


Dated:  January 20, 2005

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