Exhibit 10.15

**IDAHO POWER COMPANY**

**SECURITY PLAN FORSENIOR MANAGEMENT EMPLOYEES I**

Amended and Restated

Effective December 31, 2004

----

TABLE OF CONTENTS

----

| **ARTICLE I      PURPOSE; EFFECTIVE DATE**   | **1**  |
|-----------------------------------------------------------------------|--------|
| **ARTICLE II    DEFINITIONS**                          | **2**  |
|                                                                       | 2.1    | Actuarial Equivalent | 2 |
|                                                                       | 2.2    | Administrative Committee | 2 |
|                                                                       | 2.3    | Affiliate | 2 |
|                                                                       | 2.4    | Beneficiary | 3 |
|                                                                       | 2.5    | Board | 3 |
|                                                                       | 2.6    | Change in Control | 3 |
|                                                                       | 2.7    | Change in Control Period | 4 |
|                                                                       | 2.8    | Company | 4 |
|                                                                       | 2.9    | Compensation Committee | 4 |
|                                                                       | 2.1    | Compensation | 4 |
|                                                                       | 2.11   | Disability | 5 |
|                                                                       | 2.12   | Early Retirement Date | 5 |
|                                                                       | 2.13   | Employer | 5 |
|                                                                       | 2.14   | Final Average Monthly  Compensation | 5 |
|                                                                       | 2.15   | Frozen Retirement Benefit | 6 |
|                                                                       | 2.16   | Frozen Survivor Benefit | 6 |
|                                                                       | 2.17   | Normal Form of Benefit | 7 |
|                                                                       | 2.18   | Normal Retirement Assumed Years  of Participation | 7 |
|                                                                       | 2.19   | Normal Retirement Date | 8 |
|                                                                       | 2.2    | Participant | 8 |
|                                                                       | 2.21   | Plan Year | 8 |
|                                                                       | 2.22   | Retirement | 8 |
|                                                                       | 2.23   | Retirement Plan | 8 |
|                                                                       | 2.24   | Security Plan Retirement  Benefit | 8 |
|                                                                       | 2.25   | Target Retirement Percentage | 8 |
|                                                                       | 2.26   | Termination Date | 9 |
|                                                                       | 2.27   | Years of Participation | 9 |
| **ARTICLE III    PARTICIPATION AND VESTING**           | **10** |
|                                                                       | 3.1    | Eligibility and Participation | 10 |
|                                                                       | 3.2    | Vesting | 10 |
|                                                                       | 3.3    | Change in Employment Status | 10 |
|                                                                       | 3.4    | Non-Participating Affiliate | 10 |
| **ARTICLE IV    BENEFIT ELECTION**                     | **11** |
|                                                                       | 4.1    | Benefit Election | 11 |
|                                                                       | 4.2    | Commencement of Benefits | 11 |
| **ARTICLE V     SURVIVOR BENEFITS**               | **12** |
|                                                                       | 5.1    | Pre-retirement Survivor  Benefits | 12 |
|                                                                       | 5.2    | Post-termination Survivor  Benefit | 13 |
|                                                                       | 5.3    | Survivor Benefit Election for  Participants Prior to December 1, 1994. | 13 |
|                                                                       | 5.4    | Suicide | 14 |
| **ARTICLE VI    SECURITY PLAN RETIREMENT BENEFITS**    |        |
|                                                                       | 6.1    | Normal Retirement Benefit | 15 |
|                                                                       | 6.2    | Early Retirement Benefit | 15 |
|                                                                       | 6.3    | Early Retirement Factor | 15 |
|                                                                       | 6.4    | Early Termination Benefits | 17 |
|                                                                       | 6.5    | Termination After Change in  Control | 17 |
|                                                                       | 6.6    | Form of Payment | 18 |
| **ARTICLE VII    OTHER RETIREMENT PROVISIONS**         | **19** |
|                                                                       | 7.1    | Disability | 19 |
|                                                                       | 7.2    | Withholding Payroll Taxes | 19 |
|                                                                       | 7.3    | Payment to Guardian | 19 |
|                                                                       | 7.4    | Accelerated Distribution | 19 |
| **ARTICLE VIII   BENEFICIARY DESIGNATION**                  | **21** |
|                                                                       | 8.1    | Beneficiary Designation for  Participant Not Eligible for Frozen Survivor Benefit | 21 |
|                                                                       | 8.2    | Beneficiary Designation for  Participant Eligible for Frozen Survivor Benefit | 22 |
|                                                                       | 8.3    | Beneficiary Designation at  Commencement of Benefits | 23 |
|                                                                       | 8.4    | Effect of Payment | 24 |
| **ARTICLE IX    ADMINISTRATION**                       | **25** |
|                                                                       | 9.1    | Administrative Committee Duties | 25 |
|                                                                       | 9.2    | Indemnity of Administrative  Committee | 25 |
| **ARTICLE X     CLAIMS PROCEDURE**                | **27** |
|                                                                       | 10.1   | Claim | 27 |
|                                                                       | 10.2   | Denial of Claim | 27 |
|                                                                       | 10.3   | Review of Claim | 27 |
|                                                                       | 10.4   | Final Decision | 27 |
| **ARTICLE XI    TERMINATION, SUSPENSION OR AMENDMENT** | **29** |
|                                                                       | 11.1   | Termination, Suspension or  Amendment of Plan | 29 |
|                                                                       | 11.2   | Change in Control | 29 |
| **ARTICLE XII   MISCELLANEOUS**                             | **30** |
|                                                                       | 12.1   | Unfunded Plan | 30 |
|                                                                       | 12.2   | Unsecured General Creditor | 30 |
|                                                                       | 12.3   | Trust Fund | 30 |
|                                                                       | 12.4   | Nonassignability | 31 |
|                                                                       | 12.5   | Not a Contract of Employment | 31 |
|                                                                       | 12.6   | Governing Law | 31 |
|                                                                       | 12.7   | Validity | 32 |
|                                                                       | 12.8   | Notice | 32 |
|                                                                       | 12.9   | Successors | 32 |

----

**IDAHO POWER COMPANYSECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES IAMENDED AND RESTATEDEFFECTIVE DECEMBER 31, 2004**

**ARTICLE IPURPOSE; EFFECTIVE DATE**

Thepurpose of this Security Plan for Senior Management Employees I (the"Plan") is to provide supplemental retirement benefits for certainkey employees of Idaho Power Company, its subsidiaries and affiliates.  It isintended that the Plan will aid in attracting individuals of exceptionalability and retain those critical to the operation of the Company by providingthem with these benefits.  The effective date of this restatement shall beDecember 31, 2004.

*PAGE**1**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE IIDEFINITIONS**

As used in this Plan, the followingterms shall be defined as stated in this Article, as interpreted by theAdministrative Committee pursuant to its authority granted by Section 9.1 ofthis Plan.

**2.1       Actuarial Equivalent**.  "Actuarial Equivalent"shall mean equivalence in value between two (2) or more forms and/or times ofpayment based on a determination by an actuary chosen by the Company usinggenerally accepted actuarial assumptions, methods and factors as used in theRetirement Plan which may be amended from time to time.

For purposes of Section 7.4, ActuarialEquivalent shall be calculated using the Pension Benefit Guaranty ImmediateRate as of the month preceding distribution plus 1% and the mortality tablespecified in the Retirement Plan which may be amended from time to time.

**2.2       Administrative Committee**.  "AdministrativeCommittee" shall mean the Administrative Committee appointed by theCompensation Committee pursuant to Section 9.1 hereof to administer the Plan.

**2.3       Affiliate**.****"Affiliate" shall mean abusiness entity that is affiliated in ownership with the Company or an Employerand is recognized as an Affiliate by the Company for the purposes of this Plan.

*PAGE**2**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**2.4       Beneficiary**.  "Beneficiary" shall meanthe person, persons or entity designated by the Participant pursuant to ArticleVIII to receive any benefits payable under the Plan.  Each such designationshall be made in a written instrument filed with the Administrative Committeeand shall become effective only when received, accepted and acknowledged inwriting by the Administrative Committee or its designee.

**2.5       Board**.  "Board" shall mean theBoard of Directors of the Company.

**2.6       Change in Control**.  "Change in Control"shall mean any of the following events:

(a)        any person, or more thanone person acting as a group, acquires ownership of stock of IDACORP, Inc.that, together with all other stock held by such person or persons, constitutesmore than 50% of the total fair market value or total voting power of the stockof IDACORP, Inc.

(b)        any person, or more thanone person acting as a group, acquires (or has acquired during the 12 monthperiod ending on the date of the most recent acquisition by such person orpersons) ownership of thirty-five percent (35%) or more of the voting stock ofIDACORP, Inc.

*PAGE**3**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

(c)        any person, or more thanone person acting as a group, other than an Affiliate of IDACORP (as such termis defined in Rule 12b-2 of the Securities Exchange Act of 1934), acquires (orhas acquired during the 12 month period ending on the date of the most recentacquisition by such person or persons) assets from IDACORP, Inc. that have atotal fair market value equal to or more than forty percent (40%) of the totalgross fair market value of all the assets of the corporation immediately priorto such acquisition or acquisitions.  (For this purpose, gross fair marketvalue means the value of the assets of the corporation, or the value of theassets being disposed of, determined without regard to any liabilitiesassociated with such assets). 

(d)        a majority of members ofthe Board of Directors of IDACORP, Inc. is replaced during any twelve (12)month period, such that, individuals who at the beginning of such periodconstitute the Board of IDACORP, Inc. cease for any reason to constitute amajority thereof, unless the appointment or election of each new director wasendorsed by a majority of the directors in office prior to such appointment orelection.

(e)        any event described in (a)through (d) above occurs with respect to the Company, except that IDACORP, Inc.and its Affiliates shall not be considered persons for purposes of determiningwhether there has been a change in control.

**2.7       Change in Control Period**.  "Change in ControlPeriod" shall mean the period beginning with a Change in Control asdefined in Section 2.6 and ending with the earlier of: (i) Termination Date ofthe Change in Control as determined by the Compensation Committee or (ii) 24months following the consummation of a Change in Control.

**2.8       Company**.  "Company" shall mean theIdaho Power Company, an Idaho corporation, its successors and assigns.

**2.9       Compensation Committee**.  "Compensation Committee"shall mean the Board committee assigned responsibility for administeringexecutive compensation.

*PAGE**4**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**2.10     Compensation**.  "Compensation" shallmean the base salary and annual bonus (not to exceed one (1) times base salaryfor the year in which the bonus was paid) paid to a Participant and consideredto be "wages" for purposes of federal income tax withholding. Compensation shall be calculated before reduction for any amounts deferred bythe Participant pursuant to any plan sponsored by the Employer which permitsdeferral of current compensation. Compensation does not include long-termincentive compensation in any form, expense reimbursements, or any form ofnon-cash compensation or benefits.

**2.11     Disability**.  "Disability" shall meanthat a Participant is eligible to receive benefits under the Long-TermDisability Program maintained by the Employer.

**2.12     Early Retirement Date**.  "Early Retirement Date"shall mean a Participant's Termination Date, if such termination occurs on orafter such Participant's:

(i)                 attainment of agefifty-five (55); or

(ii)               completion ofthirty (30) years of Credited Service under the Retirement Plan

but prior to Participant's Normal Retirement Date.

**2.13     Employer**.  "Employer" shall mean theCompany and any business affiliated with the Company that employs persons whoare approved by the Board or the Administrative Committee for participation inthis Plan.

*PAGE**5**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**2.14     Final Average MonthlyCompensation**. "Final Average Monthly Compensation" shall mean the Compensationreceived by the Participant during any sixty (60) consecutive months (duringthe last ten (10) years of employment) for which the Participant's compensationwas the highest divided by sixty (60).  In determining Final Average Monthly Compensation,annual bonuses shall be allocated equally to the months in which they werepaid. Final Average Monthly Compensation shall not include any Compensationpayable to a Participant pursuant to a written severance agreement with theEmployer.  Notwithstanding the foregoing, because the benefits payable underthis Plan are frozen as of December 31, 2004, Compensation paid after that dateshall not be taken into account.

**2.15     Frozen Retirement Benefit**.  "Frozen RetirementBenefit" shall mean the benefit accrued as of November 30, 1994, under theIdaho Power Company Security Plan for Senior Management Employees as amendedand restated May 1, 1990.  The Frozen Retirement Benefit shall be calculatedusing compensation through November 30, 1994, and actual age at commencement ofbenefits.  All Participants are 100% vested in their Frozen Retirement Benefitas of November 30, 1994.  The Frozen Retirement Benefit shall be paid in theform and manner set forth in this Plan prior to the November 30, 1994 amendmentincluding the early retirement reduction factors in effect under the May 1,1990 restatement.  The Frozen Retirement Benefit shall include theParticipant's salary reduction with interest as provided in Section 5.5 of theIdaho Power Company Security Plan for Senior Management Employees as amendedand restated May 1, 1990.  In addition, the Frozen Retirement Benefit shallalso include any benefit payable from the Idaho Power Company SupplementalEmployee Retirement Plan (SERP) before August 1, 1996 Restatement.  TheParticipant's age, service and compensation at August 1, 1996, shall be used indetermining this additional Frozen Retirement Benefit from the SERP.  EffectiveNovember 30, 1994, there shall be no additional employee contributions orsalary reductions under this Plan. The Frozen Retirement Benefit accrued shallnot be reduced due to the failure to complete salary reductions for the finalbenefit class if such failure resulted from removing the salary reductionrequirement from the Plan effective November 30, 1994.  

*PAGE**6**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**2.16     Frozen Survivor Benefit**.  "Frozen SurvivorBenefit" shall mean the survivor benefit accrued as of November 30, 1994,under Article IV of the Idaho Power Company Security Plan for Senior ManagementEmployees as amended and restated May 1, 1990.  The Frozen Survivor Benefitshall be calculated using compensation through November 30, 1994.  AllParticipants are 100% vested in their Frozen Survivor Benefit as of November30, 1994.  The Frozen Survivor Benefit shall be paid in the form and manner setforth in this Plan prior to the November 30, 1994 amendment.  The FrozenSurvivor Benefit shall include the Participant's salary reduction with interestas provided in Section 5.5 of the Idaho Power Company Security Plan for SeniorManagement Employees as amended and restated May 1, 1990.  Effective November 30,1994, there shall be no additional employee contributions or salary reductionsunder this Plan.  In addition, the Frozen Survivor Benefit shall also includeany benefit payable from the Idaho Power Company Supplemental EmployeeRetirement Plan (SERP) before August 1, 1996 Restatement.  The Participant'sage, service and compensation at termination shall be used in determining thisadditional Frozen Survivor Benefit from the SERP.  The Frozen Survivor Benefitaccrued shall not be reduced due to the failure to complete salary reductionsfor the final benefit class if such failure resulted from removing the salaryreduction requirement from the Plan effective November 30, 1994.

**2.17     Normal Form of Benefit**.  "Normal Form of Benefit"shall mean the normal form of monthly retirement benefit provided under Section3.01 of the Retirement Plan.

*PAGE**7**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**2.18     Normal Retirement AssumedYears of Participation.  **"Normal Retirement Assumed Years of Participation" shall betwelve (12) month periods, and portions thereof, which shall begin on theearlier of the date an individual, who has been designated by the Employer, isapproved by the Administrative Committee, pursuant to Section 3.1, or the datedesignated by the Administrative Committee, and shall end on the date theParticipant would attain age sixty-two (62).

**2.19     Normal Retirement Date**.  "Normal Retirement Date"shall mean a Participant's Termination Date if the termination occurs on orafter the date the Participant attains age sixty-two (62).

**2.20     Participant**.  "Participant" shall meanany individual who is participating in or has participated in this Plan asprovided in Article III.

**2.21     Plan Year**.  "Plan Year" shall meanthe calendar year effective November 30, 1994.

**2.22     Retirement**.  "Retirement" shall meantermination of a Participant's employment with the Employer at theParticipant's Early Retirement Date or Normal Retirement Date, as applicable.

**2.23     Retirement Plan**.  "Retirement Plan" shallmean The Retirement Plan of Idaho Power Company as may be amended from time totime.

**2.24     Security Plan RetirementBenefit**. "Security Plan Retirement Benefit" shall mean the benefit determinedunder Article VI of this Plan.

**2.25     Target RetirementPercentage**. "Target Retirement Percentage" shall equal six percent (6%) for eachof the first ten (10) Years of Participation plus an additional one percent(1%) for each Year of Participation, exceeding ten (10). The maximum TargetRetirement Percentage shall be seventy-five percent (75%).

*PAGE**8**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**2.26     Termination Date**.  "Termination Date" shallmean the actual date a Participant's employment with the Employer terminates byresignation, discharge, death, Retirement or by any other method.

**2.27     Years of Participation**.  "Years of Participation"shall be twelve (12) month periods, and portions thereof, which shall begin onthe earlier of the date an individual, who has been designated by the Employer,is approved by the Administrative Committee, pursuant to Section 3.1, or thedate designated by the Administrative Committee, and shall end on the earliestof a Participant's Termination Date, the date the Participant experiences achange in status, as provided in Sections 3.3 and 3.4, or December 31, 2004. Partial Years of Participation, if any, shall be used in determining benefitsunder this Plan.

*PAGE**9**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE III**

**PARTICIPATION AND VESTING**

**3.1       Eligibility**.** **Eligibility to participatein this Plan is limited to those key employees of the Employer who aredesignated, from time to time, by the Employer subject to approval of theAdministrative Committee.

**3.2       Vesting**.  A Participant shall be one hundredpercent (100%) immediately vested.

**3.3       Change in EmploymentStatus**.  If theEmployer determines that a Participant's employment performance orclassification is no longer at a level which deserves participation in thisPlan, but does not terminate the Participant's employment with the Employer,participation herein and eligibility to receive benefits hereunder shall belimited to the Participant's accrued benefit as of the date of the change inemployment status.  In such an event, the benefits payable to the Participantshall be based solely on the Participant's Years of Participation and Final AverageMonthly Compensation as of such date. The benefit shall be calculated under theearly retirement provisions pursuant to Sections 6.2 and 6.3(a), withcommencement of benefit not earlier than the later of the Termination Date orthe Participant's Early Retirement Date.

**3.4       Non-ParticipatingAffiliate**.  AParticipant, who subsequently is transferred to an affiliated company that doesnot provide for participation in this Plan, may be allowed to continueparticipation under the Plan subject to the approval of the AdministrativeCommittee.  A Participant who is not allowed to continue participation in thisPlan will not have benefits determined nor receive benefits under Article VIuntil his or her Termination Date.

*PAGE**10**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLEIV**

**BENEFITELECTION**

**4.1       Benefit Election**.  Participants in this Plan prior toDecember 1, 1994 or, if the Participant is deceased, the Beneficiary of suchParticipant, must elect to receive in the 30-day period immediately prior toreceipt of any benefits under this Plan, (a) the Frozen Benefit (the FrozenRetirement Benefit or Frozen Survivor Benefit); or (b) the benefit accruedunder this Plan as in effect after November 30, 1994.  

A Participant may at any time priorto death or commencing benefits elect pursuant to Section 5.3(b) that upontheir death before commencing benefits, the Frozen Survivor Benefit be paid tothe designated Beneficiaries.  This election may be revoked by the Participantat any time. This election requires spousal consent if the Participant ismarried.  

**4.2       Commencement of Benefits**.  A Participant or a Beneficiaryshall determine the date when benefits shall commence within the timeauthorized by the Plan.

*PAGE**11**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE V**

**SURVIVOR BENEFITS**

**5.1       Pre-retirement SurvivorBenefits**.  If aParticipant dies while employed by the Employer, the Employer shall pay asurvivor benefit to such Participant's Beneficiary as follows:

(a)        Amount.  Thepre-termination survivor benefit shall be equal to sixty-six and two-thirdspercent (66 2/3%) of the retirement benefit calculated under Article VIassuming retirement occurred at the later of age sixty-two (62) or date ofdeath.  Final Average Monthly Compensation shall be determined as of the dateof the Participant's death.  For purposes of this section (a), the RetirementPlan benefit shall be the vested accrued benefit determined as of December 31,2004. 

(b)        Payment.  If theParticipant is married on the date of death, the benefits shall be paid to thespouse of the Participant for the life of the spouse beginning on the first dayof the month coincident with or following the date of death.  If the spouse'sdate of birth is more than ten (10) years after the Participant's date ofbirth, the monthly benefit shall be reduced using the Actuarial Equivalentfactors to reflect the number of years over ten (10) the spouse is younger thanthe Participant.  If the Participant is unmarried on the date of death, thebenefit shall be paid to the Participant's Beneficiary in a lump sum that isthe Actuarial Equivalent of the value of a death benefit payable to an assumedspouse the same age as the Participant.

*PAGE**12**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**5.2       Post-terminationSurvivor Benefit**.

(a)        DeathPrior to Commencement of Benefits.  If a Participant dies prior tocommencement of benefits but after reaching a Termination Date:

(i)         Amount.  Theamount of the post-termination survivor benefit shall be equal to sixty-six andtwo thirds percent (66 2/3%) of the retirement benefit payable to theParticipant.

(ii)        Payment.  If theParticipant is married on the date of death, the benefits shall be paid to thespouse of the Participant for the life of the spouse beginning on the first dayof the month coincident with or following the date of death.  If the spouse'sdate of birth is more than ten (10) years after the Participant's date of birth,the monthly benefit shall be reduced using Actuarial Equivalent factors toreflect the number of years over ten (10) the spouse is younger than theParticipant.  If the Participant is unmarried on the date of death, the benefitshall be paid to the Participant's Beneficiary in a lump sum that is theActuarial Equivalent of the value of a death benefit payable to an assumedspouse the same age as the Participant.

(b)        Death AfterCommencement of Benefits.  If a Participant dies after commencement ofbenefits, a survivor benefit will be paid only if, and to the extent providedfor, under the form of benefit elected by the Participant pursuant to Sections 6.6.

**5.3       Survivor BenefitElection for Participants Prior to December 1, 1994**.** **

*PAGE**13**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

(a)        Death Prior to CommencingBenefits and Making Frozen Survivor Benefit Election.  As described inSection 4.1, if a Participant who participated in this Plan prior to December1, 1994 dies prior to commencing benefits, the Beneficiary of the Participantmust elect to receive (a) the Frozen Survivor Benefit; or (b) the benefitaccrued under Section 5.1 of this plan as in effect after November 30, 1994. If the Participant was unmarried at the time of the Participant's death andmore than one primary Beneficiary has been designated, the Beneficiaries shallbe deemed to have elected the benefit of highest value based on the ActuarialEquivalent basis specified in Section 2.1 of this Plan.

(b)        Election of FrozenSurvivor Benefit Prior to Commencing Benefits.  A Participant may at any timeprior to commencing benefits elect that, upon their death before commencingbenefits, the Frozen Survivor Benefit be paid to the designatedBeneficiary(ies).  This election, including the Beneficiary(ies) designation,requires spousal consent if married.  This election may be revoked by theParticipant at any time.  If this election is made and the Participant diesbefore commencing benefits, the Frozen Survivor Benefit shall be paid to theBeneficiary(ies) in lieu of the survivor benefits described in Sections 5.1 and5.2.

**5.4       Suicide**.  In the event a Participant commitssuicide within one (1) year of initially entering this Plan, no benefits shallbe payable hereunder to the Participant's Beneficiaries.

*PAGE**14**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE VI**

**SECURITY PLAN RETIREMENT BENEFITS**

**6.1       Normal RetirementBenefit**.  If aParticipant's employment with the Employer terminates at a Normal RetirementDate, the Employer shall pay to the Participant a monthly Security PlanRetirement Benefit beginning the first day of the month following the NormalRetirement Date.  Payment of this benefit cannot be deferred.  The monthlySecurity Plan Retirement Benefit shall equal the Target Retirement Percentagemultiplied by the Participant's Final Average Monthly Compensation, less theamount of the Participant's vested accrued retirementbenefit as of December 31, 2004 under the Retirement Plan Normal Form ofBenefit regardless of the form actually selected by the Participantunder the Retirement Plan. 

**6.2       Early Retirement Benefit**.  If a Participant's employment withthe Employer terminates at an Early Retirement Date, the Employer shall pay tothe Participant a monthly Security Plan Retirement Benefit beginning the firstday of the month following the Early Retirement Date. Payment of this benefitcannot be deferred. The monthly Security Plan Retirement Benefit shall be equalto the Target Retirement Percentage, multiplied by the Early Retirement Factorand by the Participant's Final Average Monthly Compensation, less the amount ofthe Participant's vested accrued retirement benefit asof December 31, 2004 under the Retirement Plan Normal Form of Benefitpayable at the Participant's Early Retirement Date. 

*PAGE**15**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**6.3       Early Retirement Factor**.****If a Participant'semployment with an Employer terminates before the Participant's NormalRetirement Date, the Target Retirement Percentage shall be multiplied by one(1) of the following Early Retirement Factors.

(a)        If termination occurs withapproval or if the Participant's employment with the Employer terminates withina Change in Control Period, the Early Retirement Factor shall be as describedbelow:

| **Exact Age When** | **Early Retirement** |
|--------------------|----------------------|
| **Payments Begin** | ** Factor**     |
| ** **         | ** **           |
| 62                 | 100%                 |
| ** **         | ** **           |
| 61                 | 96%                  |
|                    |                      |
| 60                 | 92%                  |
|                    |                      |
| 59                 | 87%                  |
|                    |                      |
| 58                 | 82%                  |
|                    |                      |
| 57                 | 77%                  |
|                    |                      |
| 56                 | 72%                  |
|                    |                      |
| 55                 | 67%                  |
|                    |                      |

Early Retirement Factors will be prorated to reflectretirement based upon completed months rather than an exact age.

*PAGE**16**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

(b)        If termination occurswithout approval and the Participant has not terminated within a Change inControl Period, the Early Retirement Factor shall be the factor described in(a) above, times a fraction equal to the Participant's Years of Participationat termination divided by the Participant's Normal Retirement Assumed Years ofParticipation.

 (c)       Authorization to grantapproval for early retirement is vested with the Compensation Committee forelected officers of the Employer and with the Chief Executive Officer of theEmployer for non-officers.

**6.4       Early TerminationBenefits**.  If aParticipant's employment with the Employer terminates prior to his or her death,prior to his or her Early Retirement Date, and not within a Change in ControlPeriod, the Employer shall pay to the Participant, commencing on the first dayof the month following the Participant's fifty-fifth (55th) birthday, theSecurity Plan Retirement Benefit as determined under this section.

(a)        The Target RetirementPercentage shall be calculated based upon the Years of Participation and thenmultiplied by a fraction equal to the Participant's actual Years ofParticipation divided by the Participant's Normal Retirement Assumed Years ofParticipation.  The adjusted Target Retirement Percentage shall be multipliedby the factor described in Section 6.3(a) for each month between theParticipant's benefits commencement date (age 55) and age sixty-two (62).

(b)        The Early TerminationBenefit shall be offset by the Retirement Plan Normal Form of Benefit ,determined as of December 31, 2004 payable on the date of benefit commencement(age 55) regardless of service.

*PAGE**17**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**6.5       Termination After Changein Control**.  Ifa Participant's employment terminates within the Change in Control Period priorto his or her Normal Retirement Date, the Participant shall receive, beginningon the later of the attainment of age fifty-five (55) or the Participant'sactual termination date, the Early Retirement Benefit calculated with the EarlyRetirement Factors set forth in 6.3(a).

**6.6       Form ofPayment**.  TheSecurity Plan Retirement Benefit shall be paid as a single life annuity for thelifetime of the Participant.

                        (a)        The Participant may alsoelect to receive Actuarial Equivalent payments in one of the forms of benefitlisted below:

(i)         A joint and survivorannuity with payments continued to the surviving spouse at an amount equal totwo-thirds (2/3) of the Participant's benefit.

(ii)        A joint and survivorannuity with payments continued to the surviving spouse at an amount equal tothe Participant's benefit.

(iii)                 A single lifeannuity, if the Participant had previously elected one of the joint andsurvivor annuity options listed above.

*PAGE**18**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE VII**

**OTHER RETIREMENT PROVISIONS**

**7.1       Disability**.  During a period of Disability, aParticipant will continue to accrue Years of Participation, and Compensationshall be credited to a Participant who is receiving Disability benefits at thefull time equivalent rate of pay that was being earned immediately prior tobecoming disabled. 

**7.2       Withholding PayrollTaxes**.  TheEmployer shall withhold from payments made hereunder any taxes required to bewithheld from a Participant's wages under federal, state or local law.

**7.3       Payment to Guardian**.  If a Plan benefit is payable to aminor or a person declared incompetent or to a person incapable of handling thedisposition of property, the Administrative Committee may direct payment ofsuch Plan benefit to the guardian, legal representative or person having thecare and custody of the minor, incompetent or incapable person.  TheAdministrative Committee may require proof of incompetence, minority,incapacity or guardianship, as it may deem appropriate, prior to distributionof the Plan benefit.  The distribution shall completely discharge theAdministrative Committee and the Employer from all liability with respect tosuch benefit.

*PAGE**19**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**7.4       Accelerated Distribution**.  Notwithstanding any otherprovision of the Plan, a Participant shall be entitled to receive, upon writtenrequest to the Administrative Committee, a lump sum distribution equal toninety percent (90%) of the Actuarial Equivalent accrued Security PlanRetirement Benefit, as of the date thirty (30) days after notice is given tothe Administrative Committee.  The remaining balance of ten percent (10%) shallbe forfeited by the Participant.  The amount payable under this section shallbe paid in a lump sum with ten (10) days following the thirty (30) day period outlinedabove.  If a Participant requests and obtains an accelerated distribution underthis Section 7.4 and remains employed by the Employer, participation will ceaseand there will be no future benefit accruals under this Plan.  Following thedeath of a Participant, the Beneficiary may, at any time, request anaccelerated distribution under this section.  If the deceased Participant namedmultiple Beneficiaries, then all named Beneficiaries must consent to andrequest an accelerated distribution.  The benefit payable to the Beneficiaryshall be equal to ninety percent (90%) of the Actuarial Equivalent of theSecurity Plan Retirement Benefit payable to the Beneficiary.  Payment of anaccelerated distribution pursuant to this Section 7.4 shall completely dischargethe Employer's obligation to the Participant and any Beneficiaries under thisPlan. Distribution of the Frozen Retirement Benefit and the Frozen SurvivorBenefit may not be accelerated.

*PAGE**20**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE VIII**

**BENEFICIARY DESIGNATION**

**8.1       Beneficiary Designationfor Participant Not Eligible for Frozen Survivor Benefit**.  If the Participant is married, theBeneficiary shall be the Participant's spouse.  Each unmarried Participantshall have the right, at any time, to designate any person or persons asBeneficiary or Beneficiaries (both primary as well as contingent) to whompayment under this Plan shall be made in the event of the Participant's deathprior to the discharge of the Employer's obligation under this plan. 

Any Beneficiarydesignation may be changed by a Participant by the filing of a written formprescribed by the Administrative Committee.  The filing of a new Beneficiarydesignation form will cancel all Beneficiary designations previously filed. Any finalized divorce or marriage (other than common law) of a Participantsubsequent to the date of filing of a Beneficiary designation form shallautomatically revoke the prior designation.  If a Participant fails todesignate a Beneficiary as provided above, or if the Beneficiary designation isrevoked by marriage or divorce, without execution of a new designation, or ifall designated Beneficiaries predecease the Participant or die prior tocomplete distribution of the Participant's benefits, then Participant'sdesignated Beneficiary shall be deemed to be the person or persons survivingthe Participant in the first of the following classes in which there is asurvivor, share and share alike:

(a)        the Participant'ssurviving spouse;

*PAGE**21**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

(b)        theParticipant's children, except that if any of the children predecease theParticipant but leave issue surviving, the issue shall take by right ofrepresentation;

(c)        the Participant's personalrepresentative (executor or administrator).

**8.2       Beneficiary Designationfor Participant Eligible for Frozen**

**Survivor Benefit**.

(a)        Frozen Survivor BenefitElected.  If the Participant elects the Frozen Survivor Benefit pursuant toSection 5.3(b), the Participant shall designate any person or persons asBeneficiary or Beneficiaries (both primary as well as contingent) to whompayment of the Frozen Survivor Benefit shall be made in the event of theParticipant's death prior to commencement of benefits under this Plan.  If theParticipant is married, designation of a Beneficiary other than the spouseshall require spousal consent.  Any future change in Beneficiary shall alsorequire spousal consent.

(b)        **F**rozenSurvivor Benefit Not Elected by Married Participant.  If the Participantdoes not elect the Frozen Survivor Benefit pursuant to Section 5.3(b) and theParticipant is married, the Participant's spouse shall be the Beneficiary towhom payment of the Frozen Survivor Benefit shall be made in the event of theParticipant's death prior to the commencement of benefits under the Plan.

*PAGE**22**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**(c)       **Frozen Survivor Benefit Not Electedby Unmarried Participant.  If the Participant does not elect the Frozen Survivor Benefit pursuantto Section 5.3(b) and the Participant is unmarried, the Participant shalldesignate any person or persons as Beneficiary(ies) (both primary as well ascontingent) to whom payment of the Frozen Survivor Benefit shall be made in theevent of the Participant's death prior to the commencement of benefits underthis Plan.

Any Beneficiary designation may bechanged by a Participant by filing a written form prescribed by the AdministrativeCommittee.  The filing of a new Beneficiary designation form will cancel allBeneficiary designations previously filed.

Any finalized divorce ormarriage (other than common law) of a Participant subsequent to the date offiling a Beneficiary designation form shall automatically revoke the priordesignation unless the Frozen Survivor Benefit has been elected pursuant toSection 5.3(b) and a nonspouse beneficiary designated.  If a Participant failsto designate a Beneficiary as provided above, or if the Beneficiary designationis revoked by marriage or divorce, without execution of a new designation, orif all designated Beneficiaries predecease the Participant or die prior tocomplete distribution of the Participant's benefits, then Participant's designatedBeneficiary shall be deemed to be the person or persons surviving theParticipant in the first of the following classes in which there is a survivor,share and share alike:

(a)        the Participant'ssurviving spouse;

(b)        the Participant'schildren, except that if any of the children predecease the Participant butleave issue surviving, the issue shall take by right of representation;

(c)        the Participant's personalrepresentative (executor or administrator).

*PAGE**23**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**8.3       Beneficiary Designationat Commencement of Benefits**.  Notwithstanding any Beneficiary designation made pursuantto Sections 8.1. and 8.2, a Participant who commences retirement benefits underArticle VI shall: 

(a)        If they elect the FrozenRetirement Benefit, designate a Beneficiary or Beneficiaries (primary as wellas contingent) to whom any remainder of the payments shall be made in the eventof their death prior to receiving 180 payments.

(b)        If they elect the benefitaccrued under Article VI as in effect after November 30, 1994, the Beneficiaryshall be the spouse pursuant to an election under Section 6.6.  If no electionhas been made under Section 6.6(b), no benefits are payable upon theParticipant's death.

**8.4**       **Effect of Payment**.  The paymentto the Beneficiary shall completely discharge Employer's obligations under thisPlan.

*PAGE**24**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE IX**

**ADMINISTRATION**

**9.1       Administrative CommitteeDuties**.  ThisPlan shall be administered by an Administrative Committee, which shall be theChief Executive Officer of the Company and the Fiduciary Committee approved bythe Compensation Committee.  The Administrative Committee shall have theauthority to make, amend, interpret and enforce all appropriate rules andregulations for the administration of this Plan and decide or resolve any andall questions including interpretations of this Plan, as may arise inconnection with the Plan.  A majority vote of the Administrative Committeemembers shall control any decision.

In the administration of this Plan,the Administrative Committee may, from time to time, employ agents and delegateto them such administrative duties as it sees fit and may from time to timeconsult with counsel who may be counsel to the Employer.

Subject to Article X, the decision oraction of the Administrative Committee in respect of any questions arising outof, or in connection with, the administration, interpretation and applicationof the Plan and the rules and regulations promulgated hereunder shall be finaland conclusive and binding upon all persons having any interest in the Plan.

*PAGE**25**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**9.2       Indemnity ofAdministrative Committee**.  To the extent permitted by applicable law, the Employershall indemnify, hold harmless and defend the Administrative Committee againstany and all claims, loss, damage, expense or liability arising from any actionor failure to act with respect to this Plan, provided that the AdministrativeCommittee was acting in accordance with the applicable standard of care.  Theindemnity provisions set forth in this Article shall not be deemed to restrictor diminish in any way any other indemnity available to the AdministrativeCommittee members in accordance with the Articles or By-laws of the Company.

*PAGE**26**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE X**

**CLAIMS PROCEDURE**

**10.1     Claim**  Any person claiming a benefit,requesting an interpretation or ruling under the Plan, or requestinginformation under the Plan shall present the request in writing to theAdministrative Committee who shall respond in writing as soon as practicable.

**10.2     Denial of Claim**.  If the claim or request is denied,the written notice of denial shall state:

(a)        the reason for denial,with specific reference to the Plan provisions where applicable on which thedenial is based;

(b)        a description of anyadditional material or information required and an explanation of why it isnecessary; and

(c)        an explanation of thePlan's claims review procedure.

**10.3     Review of Claim**.  Any person whose claim or requestis denied or who has not received a response within thirty (30) days mayrequest a review by notice given in writing to the Administrative Committee. The claim or request shall be reviewed by the Administrative Committee who may,but shall not be required to, grant the claimant a hearing.  On review, theclaimant may have representation, examine pertinent documents, and submitissues and comments in writing.

*PAGE**27**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**10.4     Final Decision**.  The decision on review shallnormally be made within sixty (60) days.  If an extension of time is requiredfor a hearing or other special circumstances, the claimant shall be notifiedand the time limit shall be one hundred twenty (120) days.  The decision shallbe in writing and shall state the reason and any relevant Plan provisions.  Alldecisions on review shall be final and bind all parties concerned.

*PAGE**28**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLE XI**

**TERMINATION, SUSPENSION OR AMENDMENT**

**11.1     Termination, Suspensionor Amendment of Plan**.  The Board may, in its sole discretion, terminate or suspend this Planat any time or from time to time, in whole or in part.  The CompensationCommittee may amend this Plan at any time or from time to time.  Any amendmentmay provide different benefits or amounts of benefits from those herein setforth.  However, no such termination, suspension or amendment or other actionwith respect to the Plan shall adversely affect the benefits of Participantswhich have accrued prior to such action, the benefits of any Participant whohas previously retired, or the benefits of any Beneficiary of a Participant whohas previously died.  Furthermore, no termination, suspension or amendmentshall alter the applicability of the vesting schedule in Section 3.2 withrespect to a Participant's accrued benefit at the time of such termination,suspension or amendment.

**11.2     Change in Control**.  Notwithstanding Section 11.1above, during a Change in Control Period, neither the Board nor theAdministrative Committee may terminate this Plan with regard to accruedbenefits of current Participants.  No amendment may be made to the Plan duringa Change in Control Period which would adversely affect the accrued benefits ofcurrent Participants, the benefits of any Participant who has retired, or theBeneficiary of any Participant who has died.  The Plan shall continue tooperate and be effective with regard to all current or retired Participants andtheir Beneficiaries during any Change in Control Period.

*PAGE**29**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**ARTICLEXII**

**MISCELLANEOUS**

**12.1     UnfundedPlan**.  This Planis intended to be an unfunded plan maintained primarily to provide deferredcompensation benefits for a select group of "management or highlycompensated employees" within the meaning of Sections 201, 301 and 401 ofthe Employee Retirement Income Security Act of 1974, as amended("ERISA"), and therefore to be exempt from the provisions of Parts 2,3 and 4 of Title I of ERISA.

**12.2     UnsecuredGeneral Creditor**. Participants and their Beneficiaries, heirs, successors and assigns shall haveno legal or equitable rights, interest or claims in any property or asset ofthe Employer, nor shall they be Beneficiaries of, or have any rights, claims orinterests in any life insurance policies, annuity contracts or the proceedstherefrom owned or which may be acquired by the Employer.  Except as may beprovided in Section 12.3, such policies, annuity contracts or other assets ofthe Employer shall not be held under any trust for the benefit of Participants,their Beneficiaries, heirs, successors or assigns, or held in any way ascollateral security for the fulfilling of the obligation of the Employer underthis Plan.  Any and all of the Employer's assets and policies shall be, andremain, the general, unpledged, unrestricted assets of the Employer.  TheEmployer's obligation under the Plan shall be that of an unfunded and unsecuredpromise to pay money in the future.

*PAGE**30**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**12.3     Trust Fund**.  The Employer shall be responsiblefor the payment of all benefits provided under the Plan.  At its discretion,the Employer may establish one or more trusts, with such trustees as the Boardmay approve, for the purpose of providing for the payment of such benefits. Such trust or trusts may be irrevocable, but the assets thereof shall besubject to the claims of the Employer's creditors.  To the extent any benefitsprovided under the Plan are actually paid from any such trust, the Employershall have no further obligation with respect thereto, but to the extent not sopaid, such benefits shall remain the obligation of, and shall be paid by, theEmployer.

**12.4     Nonassignability**.  Neither a Participant nor anyother person shall have any right to commute, sell, assign, transfer, pledge,anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey inadvance of actual receipt the amounts, if any, payable hereunder, or any partthereof, which are, and all rights to which are, expressly declared to beunassignable and nontransferable.  No part of the amount payable shall, priorto actual payment, be subject to seizure or sequestration for the payment ofany debts, judgments, alimony or separate maintenance owed by a Participant orany other person, nor be transferable by operation of law in the event of Participant's or any other person's bankruptcy or insolvency.

**12.5     Not a Contract ofEmployment**.  Theterms and conditions of this Plan shall not be deemed to constitute a contractof employment between the Employer and the Participant, and the Participant (orParticipant's Beneficiary) shall have no rights against the Employer except asmay otherwise be specifically provided herein.  Moreover, nothing in this Planshall be deemed to give a Participant the right to be retained in the serviceof the Employer or to interfere with the right of the Employer to discipline ordischarge the Participant at any time.

*PAGE**31**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----

**12.6     Governing Law**.  The provisions of this Plan shallbe construed, interpreted and governed in all respects in accordance with theapplicable federal law and, to the extent not preempted by such federal law, inaccordance with the laws of the State of Idaho without regard to the principlesof conflicts of laws.

**12.7     Validity**.  If any provision of this Planshall be held illegal or invalid for any reason, the remaining provisions shallnevertheless continue in full force and effect without being impaired orinvalidated in any way.

**12.8     Notice**.  Any notice or filing required orpermitted to be given under the Plan shall be sufficient if in writing and handdelivered, or sent by registered or certified mail or fax.  The notice shall bedeemed given as of the date of delivery or, if delivery is made by mail, as ofthe date shown on the postmark on the receipt for registration orcertification.

**12.9     Successors**.  Subject to Section 11.1, theprovisions of this Plan shall bind and inure to the benefit of the Employer andits successors and assigns.  The term successors as used herein shall includeany corporate or other business entity which shall, whether by merger,consolidation, purchase or otherwise acquire all or substantially all of thebusiness and assets of the Employer, and successors of any such corporation orother business entity.

*PAGE**32**-SECURITYPLAN FOR SENIOR MANAGEMENT EMPLOYEES*

----