Exhibit 10.21

**IDACORP, INC.**

**NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN**

I.                   Purpose

            Thepurpose of the IDACORP, Inc. Non-Employee Directors Stock Compensation Plan isto provide ownership of the Company's stock to non-employee members of theBoard of Directors and to strengthen the commonality of interest betweendirectors and shareholders.

II.                Definitions

            Whenused herein, the following terms shall have the respective meanings set forthbelow:

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

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

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

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

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

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

"Effective Date" means May 17, 1999.

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

"Exchange Act" means the Securities Exchange Act of 1934, asamended.

"Non-Employee Director" or "Participant" means any personwho is elected or appointed to the Board of Directors of the Company and who isnot an Employee.

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"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 January 1 and endingthe next following December 31.

"Stock Payment" means that portion of the Annual Retainer to be paidto Non-Employee Directors in shares of Common Stock rather than cash forservices rendered as a director of the Company, as provided in Section Vhereof.

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

III.              Shares of Common Stock Subject to the Plan

 

            Subjectto Section VI below, the maximum aggregate number of shares of Common Stockthat may be delivered under the Plan is 100,000 shares.  The Common Stock to bedelivered under the Plan will be made available from treasury stock or sharesof 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 bemembers of the Board.  The Company shall pay all costs of administration of thePlan.

            

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 asmay be necessary or appropriate for the Committee to carry out its functionsunder the Plan.  Without limiting the generality of the foregoing, theCommittee shall have full power and authority (i) to determine all questions offact that may arise under the Plan, (ii) to interpret the Plan and to make allother determinations necessary or advisable for the administration of the Planand (iii) to prescribe, amend and rescind rules and regulations relating to thePlan, including, without limitation, any rules which the Committee determines arenecessary or appropriate to ensure that the Company and the Plan will be ableto comply with all applicable provisions of any federal, state or local law. All interpretations, determinations and actions by the Committee will be finaland binding upon all persons, including the Company and the Participants.

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V.                Determination of Annual Retainer and Stock Payments

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

            

B.                Each director who is a Non-Employee Director on March 1 shall receive asa portion of the Annual Retainer, payable to such director on March 1, or onthe first business day thereafter, a Stock Payment of $45,000 in value ofCommon Stock.  The number of shares granted shall be determined based on (i)for treasury stock, the closing price of the Common Stock on the consolidatedtransaction reporting system on the business day immediately preceding the dateof payment, and (ii) for open market purchases, the actual price paid topurchase the shares.  Non-Employee Directors who are elected to the Board afterMarch 1 of the Plan Year shall receive a prorated Stock Payment on the firstbusiness day of the month following the effective date of their election to theBoard, but in no event later than March 15 of the year following the year inwhich they are elected to the Board.  The Stock Payment will be prorated bymultiplying $45,000 by a fraction, the numerator of which equals the number ofmonths (with a partial month counted as a full month) remaining in the PlanYear and the denominator of which is twelve.  An entry in the Participant'sdirect registration account evidencing record ownership of the shares of CommonStock constituting the Stock Payment shall be made and a direct registrationstatement with respect to such uncertificated shares shall be issued to eachParticipant, unless the Participant specifically requests a stock certificate,in which case, a certificate evidencing the shares of Common Stock constitutingthe Stock Payment shall be registered in the name of the Participant and issuedto each Participant.  The cash portion of the Annual Retainer shall be paid toNon-Employee Directors at such times and in such manner as may be determined bythe Board of Directors.

            

C.                Non-Employee Directors on April 1, 2007 and Thereafter

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A Non-Employee Director initially elected to the Boardeffective on or after April 1, 2007 shall receive a prorated Stock Payment ifthe Board is aware on March 1 of the Plan Year that the Non-Employee Directorwill not continue to serve on the Board for the entire Plan Year.  SuchNon-Employee Directors shall receive their prorated Stock Payment on March 1 ofthe Plan Year, or on the first business day thereafter.  The prorated StockPayment shall be calculated by multiplying $45,000 by a fraction, the numeratorof which is the number of actual or expected months (with a partial monthcounted as a full month) of service on the Board during the Plan Year and thedenominator of which is twelve. If the Board is not aware on March 1 of thePlan Year that a Non-Employee Director initially elected to the Board effectiveon or after April 1, 2007 will not serve on the Board for the entire Plan Year,such Non-Employee Director shall receive a full Stock Payment and shall not berequired to forfeit or otherwise return any shares of Common Stock issued as aStock Payment pursuant to the Plan notwithstanding any change in status of suchNon-Employee Director which renders him ineligible to continue as a Participantin the Plan.

D.                Non-Employee Directors Prior to April 1, 2007

A Non-Employee Director initially elected to the Boardeffective prior to April 1, 2007 will not receive a prorated Stock Payment asset forth in the immediately preceding Section V(C), but rather will receive afull Stock Payment on March 1 of the Plan Year notwithstanding the fact thatthe Board may be aware that the Non-Employee Director will not continue toserve on the Board for the entire Plan Year.  No Non-Employee Director who wasa member of the Board effective prior to April 1, 2007 shall be required toforfeit or otherwise return any shares of Common Stock issued as a StockPayment pursuant to the Plan notwithstanding any change in status of suchNon-Employee Director which renders him ineligible to continue as a Participantin the Plan.  

            

VI.             Adjustments in Authorized Shares and Awards

            Inthe event of any equity restructuring (within the meaning of FinancialAccounting Standards No. 123R), such as a stock dividend, stock split, spinoff,rights offering or recapitalization through a large, nonrecurring cashdividend, the Committee shall cause an equitable adjustment to be made in thenumber and kind of shares of Common Stock that may be delivered under the Planto prevent dilution or enlargement of rights. In the event of any other changein corporate capitalization, such as a merger, consolidation or liquidation,the Committee may, in its sole discretion, cause an equitable adjustment asdescribed in the foregoing sentence to be made, to prevent dilution or enlargementof rights.  Adjustments made by the Committee pursuant to this Section VIshall be final, binding and conclusive.

VII.           Amendment and Termination of Plan

            TheBoard will have the power, in its discretion, to amend, suspend or terminatethe Plan at any time.

VIII.        Effective Date and Duration of the Plan

            ThePlan 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 anytime pursuant to Section VIII, until all shares subject to the Plan have beenpurchased or acquired according to the Plan's provisions.

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IX.             Miscellaneous Provisions

 

A.                Continuation of Directors in Same Status

            

            Nothingin the Plan or any action taken pursuant to the Plan shall be construed ascreating or constituting evidence of any agreement or understanding, express orimplied, that the Company will retain a Non-Employee Director as a director orin any other capacity for any period of time or at a particular retainer orother rate of compensation, as conferring upon any Participant any legal orother 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 aParticipant in his capacity as a director or otherwise at any time for anyreason, with or without cause, and without regard to the effect that suchtermination might have upon him as a Participant under the Plan.

B.                Compliance with Government Regulations

            

            Neitherthe Plan nor the Company shall be obligated to issue any shares of Common Stockpursuant to the Plan at any time unless and until all applicable requirementsimposed by any federal and state securities and other laws, rules andregulations, by any regulatory agencies or by any stock exchanges upon whichthe Common Stock may be listed have been fully met.  As a condition precedentto any issuance of shares of Common Stock pursuant to the Plan, the Board orthe Committee may require a Participant to take any such action and to make anysuch covenants, agreements and representations as the Board or the Committee,as the case may be, in its discretion deems necessary or advisable to ensurecompliance with such requirements.  The Company shall in no event be obligatedto register the shares of Common Stock deliverable under the Plan pursuant tothe Securities Act of 1933, as amended, or to qualify or register such sharesunder any securities laws of any state upon their issuance under the Plan or atany time thereafter, or to take any other action in order to cause the issuanceand delivery of such shares under the Plan or any subsequent offer, sale orother transfer of such shares to comply with any such law, regulation orrequirement.  Participants are responsible for complying with all applicablefederal and state securities and other laws, rules and regulations inconnection with any offer, sale or other transfer of the shares of Common Stockissued under the Plan or any interest therein including, without limitation,compliance with the registration requirements of the Securities Act of 1933, asamended (unless an exemption therefrom is available), or with the provisions ofRule 144 promulgated thereunder, if applicable, or any successor provisions. Certificates for shares of Common Stock may be legended as the Committee shalldeem appropriate.

C.                Nontransferability of Rights

            

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            NoParticipant shall have the right to assign the right to receive any StockPayment 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 beimposed on any such Stock Payment or any such right or interest, prior to therecording of the shares in the Participant's direct registration account andthe issuance of a direct registration statement with respect to such shares, orif the Participant requests a stock certificate, prior to the issuance of stockcertificates evidencing such Stock Payment.

D.                Severability

            

            Inthe event that any provision of the Plan is held invalid, void orunenforceable, the same shall not affect, in any respect whatsoever, thevalidity of any other provision of the Plan.

E.                 Governing Law

            

            Tothe extent not preempted by Federal law, the Plan shall be governed by the lawsof the State of Idaho, without regard to the conflict of law provisions of anystate.

Amendedas of September 20, 2007 to add proration

Amendedas of November 15, 2007 to increase stock payment from $40,000 to $45,000effective January 1, 2008.

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