**Exhibit 10.52**

**AMENDMENT TO**

**                      DEFERREDCOMPENSATION AGREEMENT**

**                                      IDAHOPOWER COMPANY**

** **

**(Change to Time and/or Form of Payment)**

 

 

 

                        AMENDMENTTO DEFERRED COMPENSATION AGREEMENT, by and between _______________ (“Director”)and Idaho Power Company (the “Company”);

                                                            **WI T N E S S E T H:**

                        WHEREAS,Director is a member of the Board of Directors (the “Board”) of the Company;and

                        WHEREAS,Director has elected to defer all or a portion of Director cash fees forservice as a member of the Board pursuant to [a] Deferred CompensationAgreement[s] dated __________[and [__________] (collectively, the “DeferredCompensation Agreement”)][ADD THE FOLLOWING IF DIRECTOR HAS EXECUTED ANAMENDMENT TO DEFERRED COMPENSATION AGREEMENT: and an Amendment to DeferredCompensation Agreement dated _____________ (collectively, the “DeferredCompensation Agreement”)]; and

                        WHEREAS,Director desires to change his/her prior election regarding the time and/orform of payment of his/her account under the Deferred Compensation Agreement.

                        NOW,THEREFORE, in consideration of the premises, Director and the Company herebyagree as follows:

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                        1.         Subject to Section 2 below,Director’s Deferred Compensation Agreement shall be amended so that the entirecredit balance of Director's interest account as provided in the DeferredCompensation Agreement shall be distributed as follows: 

**(Choose one)**

(a)        ___      a lump sumcash payment as soon as practicable (but not more than 90 days) after the firstbusiness day of the 6th calendar year **[NOTE THAT THIS COULD BEANY CALENDAR YEAR LATER THAN THE 6TH AS WELL]**following the yearin which Director experiences a separation from service, as that term is usedin Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (a“Separation from Service”), with the Company, such amount equal to the creditbalance of Director’s interest account as provided in Section 4 of the DeferredCompensation Agreement.

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(b)        ___      in a series of ____ annual cashinstallment payments (not more than 10) to be made on the first business day ofthe calendar year commencing with the 6th calendar year **[NOTETHAT THIS COULD BE ANY CALENDAR YEAR LATER THAN THE 6TH AS WELL]**following the year in which Director experiences a Separation from Service withthe Company.  The unpaid credit balance of the deferred Fees shall continue tobe adjusted, as provided in Section 4 of the Deferred Compensation Agreement,during the period that the installment payments are being made.

2.         It is the intent of the Company andDirector that Director’s election pursuant to this Amendment to DeferredCompensation Agreement comply with the rules regarding subsequent changes intime and form of payment under Section 409A of the Internal Revenue Code of1986, as amended, and any regulations and guidance issued thereunder, includingTreas. Reg. Section 1.409A-2(b), and this Amendment to Deferred CompensationAgreement shall be interpreted accordingly.  Accordingly, notwithstandinganything herein to the contrary, **Director’s election HEREUNDER shall not take effect until at least12 months after the date such election is made and shall be of no forceor effect IF payments are scheduled to be PAID or commence prior to the DATESUCH ELECTION WOULD BECOME EFFECTIVE**.

3.         Capitalized terms not otherwise definedherein shall have the meanings given them in the Deferred CompensationAgreement.

4.         All terms, provisions and conditionsapplicable to Director's interest account set forth in the DeferredCompensation Agreement and not set forth herein are hereby incorporated byreference herein.

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5.         This Amendment to Deferred CompensationAgreement shall be irrevocable upon delivery to the Secretary of the Company.

                        INWITNESS WHEREOF, the parties hereto have duly executed this Amendment toDeferred Compensation Agreement this ____ day of ______________, 20___.

 

                                                                                    By                                                                   

                                                                                        [Name]

 

 

                                                                                    IDAHOPOWER COMPANY

 

 

 

                                                                                    By                                                                   

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