Exhibit
10.63         IDAHO POWER COMPANY EMPLOYEE SAVINGS PLAN Amended and Restated
as of January 1, 2010 (revised)     1


Table of Contents  Page 1.
		DEFINITIONS
		21.1
		Administrator
		21.2
		Account
		21.3
		After-Tax Contribution
		21.4
		Alternate Payee
		21.5
		Beneficiary
		21.6
		Board of Directors
		21.7
		Code
		21.8
		Company
		31.9
		Company Stock
		31.10
		Compensation
		31.10.1
		Limitation on Compensation
		31.11
		Controlled Group
		31.12
		Controlled Group Member
		41.13
		Deferral Contribution
		41.14
		Direct Rollover
		41.15
		Disability
		41.16
		Distributee
		41.17
		Eligible Retirement Plan
		41.18
		Eligible Rollover Distribution
		41.19
		Employee
		51.20
		Employee Contributions
		51.21
		Employer
		51.22
		ERISA
		51.23
		Investment Funds
		51.24
		Long Term Disability Participant
		51.25
		Matching Contribution
		61.26
		Named Fiduciary
		61.27
		Participant
		61.28
		Plan
		61.29
		Plan Year
		61.30
		QDRO
		61.31
		Qualified Matching Contribution
		61.32
		Qualified Non-Elective Contribution
		61.33
		Qualified Plan
		61.34
		Rollover Contribution
		71.35
		Self-Directed Brokerage Fund
		71.36
		Spouse
		71.37
		Trust Agreement
		71.38
		Trust Fund
		71.39
		Trustee
		71.40
		Valuation Date
		72.
		PARTICIPATION
		82.1
		Eligibility to Participate
		82.1.1
		General
		82.1.2
		Matching Contributions
		82.2
		Commencement of Participation
		82.3
		Exclusions from Participation
		82.3.1
		Ineligible Employees
		82.3.2
		Participation after Exclusion
		93.
		CONTRIBUTIONS
		103.1
		Deferral Contributions
		103.1.1
		Amount of Deferral Contributions
		103.1.2
		Payments to Trustee
		103.1.3
		Changes in/Suspension of Contributions
		103.1.4
		Resumption of Contributions
		103.1.5
		Establishment of Procedures by
		Administrator
		103.2
		Excess Deferrals
		113.2.1
		Limit on Deferral Contributions
		113.2.2
		Distribution of Excess Deferrals
		113.2.3
		Preventing Excess Deferrals
		113.2.4
		Matching Contributions Attributable to
		Excess Deferrals
		123.3
		After-Tax and Roth Contributions
		123.4
		Matching Contributions
		123.4.1
		Amount of Matching Contributions
		123.4.2
		Time of Matching Contributions
		123.5
		Rollover Contributions
		133.6
		Actual Deferral Percentage Limitation on
		Deferral Contributions
		133.7
		Actual Contribution Percentage
		Limitation on Matching, After-Tax and Roth Deferral Contributions
		133.8
		Military Service
		134.
		ALLOCATIONS TO PARTICIPANTS ACCOUNTS
		144.1
		Establishment of Accounts
		144.2
		Allocation of Contributions
		144.2.1
		Deferral Contributions
		144.2.2
		After-Tax Contributions
		144.2.3
		Roth Deferral Contributions
		144.2.4
		Matching Contributions
		144.2.5
		Rollover Contributions
		144.2.6
		Qualified Non-Elective Contributions and
		Qualified Matching Contributions
		144.3
		Limitation on Allocations
		154.4
		Allocation of Trust Fund Income and Loss
		154.4.1
		Accounting Records
		154.4.2
		Method of Allocation
		154.4.3
		Determination of Earnings and Losses On
		Forfeitures & Returned Contributions
		165.
		INVESTMENT OF CONTRIBUTIONS
		175.1
		Investment Funds
		175.1.1
		Company Stock Funds
		175.1.2
		Cash Dividends Paid on Company Stock
		175.1.3
		Self-Directed Brokerage Fund
		185.2
		Investment Options
		195.3
		Change of Investment Option
		195.4
		Directions to Trustee
		195.5
		Valuation of Trust Fund
		195.6
		No Guarantee
		205.7
		Securities Laws Limitations
		206.
		VESTING
		216.1
		Fully Vested Interests
		216.2
		Forfeitures
		217.
		DISTRIBUTIONS
		227.1
		Distribution Events
		227.1.1
		Distribution Notice
		227.1.2
		Qualified Reservist Distribution
		227.2
		Form of Distributions (and Small Account
		Cash Out)
		227.2.1
		Right to Receive Company Stock
		237.3
		Distributions upon Termination of
		Employment
		237.4
		Distributions upon Death
		237.4.1
		If the Beneficiary is not the
		Participants Surviving Spouse and not a Designated Beneficiary
		237.4.2
		If the Beneficiary is the Participants
		Surviving Spouse
		237.4.3
		If the Beneficiary is the Designated
		Beneficiary and not the Participants Surviving Spouse
		237.5
		Timing of Distributions
		247.5.1
		Timing of Distributions upon Disability
		or Termination
		247.5.2
		Timing of Distributions to Beneficiaries
		247.6
		Reemployment of Participant
		247.7
		Valuation of Accounts
		257.8
		Hardship Distributions
		257.8.1
		Availability of Hardship Distributions
		257.8.2
		Immediate and Heavy Financial Need
		257.8.3
		Distributions Deemed Necessary
		267.8.4
		Method of Requesting/Form of
		Distribution
		267.8.5
		Amount and Timing of Distribution
		267.9
		Distributions After Age 59-1/2
		277.10
		Distributions From After-Tax
		Contribution Account
		277.11
		Direct Rollovers
		277.11.1
		Rollovers Permitted
		277.11.2
		Direct Rollover of Non-Spousal
		Distribution
		277.11.3
		Amount of Rollover
		287.11.4
		Waiver of Notice Period
		287.12
		Restrictions on Distributions
		287.13
		Unclaimed Distribution
		287.14
		Partial Withdrawals
		287.15
		Installment Distributions
		297.16
		HEART Act
		297.16.1
		Death Benefits
		297.16.2
		Differential Wage Payments
		297.16.3
		Severance From Employment
		298.
		SPECIAL RULES REGARDING ACQUISITIONS,
		DISPOSITIONS & TRANSFERS
		308.1
		Service Crediting
		308.2
		Transfer From Another Qualified Plan in
		Controlled Group
		309.
		ADMINISTRATION OF THE PLAN AND TRUST
		AGREEMENT
		319.1
		Administrator
		319.2
		Employees of the Administrator
		319.3
		Expenses and Compensation
		319.4
		General Powers and Duties of the
		Administrator
		319.5
		Specific Powers and Duties of the
		Administrator
		319.6
		Allocation of Fiduciary Responsibility
		329.7
		Notices, Statements and Reports
		329.8
		Claims Procedure
		329.8.1
		Filing Claim for Benefits
		329.8.2
		Notification by the Administrator
		339.8.3
		Review Procedure
		339.8.4
		Claims Must Be Timely
		349.9
		Service of Process
		349.10
		Corrections
		349.11
		Payment to Minors or Persons Under Legal
		Disability
		349.12
		Uniform Application of Rules and
		Policies
		349.13
		Funding Policy
		349.14
		The Trust Fund
		3510.
		LIMITATIONS ON CONTRIBUTIONS AND
		ALLOCATIONS TO PARTICIPANTS ACCOUNTS
		3610.1
		Priority over Other Contribution and
		Allocation Provisions
		3610.2
		Definitions Used in this Article
		3610.2.1
		Annual Addition.
		3610.2.2
		Compensation
		3610.2.3
		Defined Benefit Plan
		3610.2.4
		Defined Contribution Plan
		3710.2.5
		Eligible Employee and Eligible Highly
		Compensated Employee
		3710.2.6
		Highly Compensated Employee
		3710.2.7
		Includable Compensation
		3710.2.8
		Limitation Year
		3710.2.9
		Maximum Annual Addition
		3710.3
		Excess Allocations
		3710.3.1
		Correcting an Excess Annual Addition
		3710.3.2
		Correcting a Multiple Plan Excess
		3810.4
		Excess Deferral Contributions Under Code
		section 401(k)
		3810.4.1
		Actual Deferral Percentage Test - Prior
		Year Testing Method
		3810.4.2
		Aggregation and Disaggregation of Plans
		3810.4.3
		Definition of Actual Deferral Percentage
		3910.4.4
		Suspension of Deferral Contributions
		3910.4.5
		Distribution of Excess Contributions
		3910.4.6
		Qualified Non-Elective Contributions
		4010.5
		Excess Matching Contributions Under Code
		Section 401(m)
		4010.5.1
		Actual Contribution Percentage Test -
		Prior Year Testing Method
		4010.5.2
		Aggregation and Disaggregation of Plans
		4110.5.3
		Definition of Actual Contribution
		Percentage
		4110.5.4
		Treatment of Excess Aggregate
		Contributions
		4110.5.5
		Order of Determinations
		4210.5.6
		Qualified Matching Contribution
		4210.6
		Gap Period Income on Distributed Excess
		Contributions and Excess Aggregate Contributions
		4210.7
		Plan Termination Distribution
		Availability
		4311.
		PLAN LOANS
		4411.1
		Authorization
		4411.2
		Conditions and Limitations
		4411.2.1
		Eligibility
		4411.2.2
		Maximum Principal Amount
		4411.2.3
		Minimum Principal Amount
		4411.2.4
		Duration
		4511.2.5
		Repayment Method
		4511.2.6
		Timing of Repayment
		4511.2.7
		Plan Accounting
		4511.2.8
		Interest Rate
		4511.2.9
		Security
		4611.3
		Loan Default
		4611.4
		Termination of Employment
		4611.5
		Procedure for Applying for and Accepting
		Loans
		4611.6
		Approval or Denial
		4711.7
		Repayment in Full
		4711.8
		Tax Reporting
		4711.9
		Truth in Lending
		4712.
		RESTRICTIONS ON DISTRIBUTIONS TO
		PARTICIPANTS AND BENEFICIARIES
		4812.1
		Priority over Other Distribution
		Provisions
		4812.2
		Restrictions on Distributions Prior to
		Severance from Employment
		4812.3
		Restrictions on Commencement of
		Distributions
		4812.4
		Restrictions on Delay of Distributions
		4812.4.1
		Limitation to Assure Benefits Payable to
		Beneficiaries are Incidental
		4912.4.2
		Restrictions Upon Death
		4912.4.3
		Compliance with Regulations
		5012.4.4
		Delayed Payments
		5012.4.5
		5% Owners
		5012.5
		Restrictions in Connection with QDRO
		5013.
		TOP HEAVY PROVISIONS
		5113.1
		Priority over Other Plan Provisions
		5113.2
		Definitions Used in this Article
		5113.2.1
		Defined Benefit Dollar Limitation
		5113.2.2
		Defined Benefit Plan
		5113.2.3
		Defined Contribution Dollar Limitation
		5113.2.4
		Defined Contribution Plan
		5113.2.5
		Determination Date
		5113.2.6
		Determination Period
		5113.2.7
		Includable Compensation
		5213.2.8
		Key Employee
		5213.2.9
		Minimum Allocation
		5213.2.10
		Permissive Aggregation Group
		5213.2.11
		Present Value
		5213.2.12
		Required Aggregation Group
		5213.2.13
		Top-Heavy Plan
		5213.2.14
		Top-Heavy Ratio
		5313.2.15
		Top-Heavy Valuation Date
		5313.3
		Minimum Allocation
		5413.3.1
		Calculation of Minimum Allocation
		5413.3.2
		Limitation on Minimum Allocation
		5413.3.3
		Minimum Allocation When Participant is
		Covered by Another Qualified Plan
		5413.4
		Modification of Aggregate Benefit Limit
		5513.4.1
		Modification
		5513.4.2
		Exception
		5514.
		PARTICIPATING EMPLOYERS
		5614.1
		Adoption Procedure
		5614.2
		Single Plan Status; Maintenance of
		Assets and Records
		5614.3
		Designation of Agent
		5614.4
		Employee Transfers
		5614.5
		Discontinuance of Participation
		5614.6
		Administrators Authority
		5715.
		AMENDMENT OF THE PLAN
		5815.1
		Right of Company to Amend Plan
		5815.2
		Amendment Procedure
		5815.3
		Effect on Employers
		5816.
		TERMINATION, PARTIAL TERMINATION AND
		COMPLETE DISCONTINUANCE OF CONTRIBUTIONS
		5916.1
		Continuance of Plan
		5916.2
		Disposition of the Trust Fund
		5916.3
		Withdrawal by a Participating Employer
		5916.4
		Procedure for Termination
		5917.
		MISCELLANEOUS
		6017.1
		Reversion Prohibited
		6017.1.1
		General Rule
		6017.1.2
		Disallowed Deductions
		6017.1.3
		Mistaken Contributions
		6017.2
		Merger, Consolidation or Transfer of
		Assets
		6017.3
		Spendthrift Clause
		6017.4
		Rights of Participants
		6117.5
		Headings
		6117.6
		Governing Law
		61   -x-


IDAHO POWER COMPANY EMPLOYEE SAVINGS PLAN Amended and Restated as of January 1, 2010 Introduction The Company originally adopted the Idaho Power Company
Employee Savings Plan (the Plan) on July 1, 1974, and the Plan has been
amended and restated from time to time thereafter.  Effective October 9, 1994,
the Idaho Power Company Employee Stock Ownership Plan was merged with and into
the Plan.  This is an amendment and restatement of the Plan as previously
amended and restated generally effective January 1, 2001, as amended by the
First, Second and Third Amendments. This restatement generally will be
effective January 1, 2010, except to the extent that certain provisions either
are not required by law to be effective until a later date, or are required by law
to be effective at an earlier date, and except as otherwise specifically
indicated. In connection with this amendment and restatement, the
Company intends to preserve all Code section 411(d)(6) protected benefits
within the meaning of Treasury Regulation § 1.411(d)-4 and this document should
be interpreted accordingly.  The Plan is intended to qualify under Code Sections
401(a) and 401(k), and the Trust Agreement established pursuant to the Plan is
an employees trust intended to constitute a tax exempt organization under Code
section 501(a). Prior to January 1, 1998, the Plan was designed to qualify
as a profit sharing plan for purposes of Sections 401(a), 402, 412 and 417 of
the Code.  Effective January 1, 1998, the Plan was converted to a stock bonus
plan under Code section 401(a) and an employee stock ownership plan within the
meaning of Code section 4975(e)(7) (ESOP) that is designed to invest
primarily in Company Stock.  Effective January 1, 2001, only the Company Stock
Fund portion of the Plan will constitute an ESOP, and the remainder of the Plan
will be a non-ESOP stock bonus plan.  See Article 5 for more information
regarding the Non-ESOP Company Stock Fund and the ESOP Company Stock Fund.  It
is intended that the Plan will at all times meet the stock distribution
requirement of Code section 409(h)(1)(A) by permitting Participants to direct
the investment of their Accounts into Company Stock prior to distribution.  It
is further intended that the Plan will at all times meet the ESOP diversification
requirements of Code section 401(a)(28)(B) by permitting Participants to direct
the investment of their entire Account into investments other than Company
Stock, thereby providing complete diversification at all times. 1 
      1.           
DEFINITIONS 1.1        
Administrator. Administrator means the Company, or the
Committee, if one is appointed pursuant to Section 9.1. 1.2        
Account. Account means the records, including subaccounts,
maintained by the Administrator in the manner provided in Article 4 to
determine the interest of each Participant in the assets of the Plan and may
refer to any or all of the Participants Deferral Contribution Account, After-Tax-Account,
Roth Deferral Account, Matching Contribution Account, and Rollover Account, as
applicable. 1.3        
After-Tax Contribution. After-Tax Contribution means a contribution
described in Section 3.3. 1.4        
Alternate Payee Alternate Payee means any spouse, former spouse,
child or other dependent of a Participant who is recognized by a qualified
domestic relations order as having a right to receive all or a portion of the
Account of a Participant under the Plan. 1.5        
Beneficiary. Beneficiary means any person or persons
designated in writing by the Participant (which designation may be changed from
time to time) to receive benefits under the Plan payable upon the death of a
Participant.  If the Participant is married, designation of a Beneficiary who
is not the Participants Spouse shall require spousal consent which is
notarized.  If no such designation is in effect at the time of death of the
Participant, or if no person so designated shall survive the Participant, the
Beneficiary shall be his or her Spouse, or if the deceased Participant has no
surviving Spouse, the Participants estate. 1.6        
Board of Directors. Board of Directors or Board means the
Board of Directors of the Company. 1.7        
Code. Code means the Internal Revenue Code of 1986, as
amended from time to time and, as appropriate, any predecessor provisions. 2 
       1.8        
Company. Company means
Idaho Power Company, an Idaho corporation, and any successor thereto. 1.9        
Company Stock. Company Stock means shares of common stock, par
value $2.50 per share, of IDACORP, Inc., which stock is publicly traded. 1.10     
Compensation. Compensation with respect to any Participant
means the Base Pay of a Participant, plus amounts under any Company approved
annual incentive plan of the Employer, paid during the Plan Year for services
rendered to his or her Employer.  A Participants Compensation shall include
Deferral Contributions under this Plan and any deductions under Code section
125 or 129 and shall include amounts that are not includable in an employees
gross income by reason of Code section 132(f). Base Pay means for regular full-time employees,
the salary established by the wage schedule for each position plus any partial
disability payments, less any reductions for time not worked.  For other
employees, base pay means hours worked times hourly rate.  Payment for
compensated time off is included in base pay.  Overtime, including restoration
overtime, are not included in Base Pay. Compensation will exclude amounts (including but not
limited to severance or separation pay or annual incentive compensation) paid
after the Participant terminates employment with the Controlled Group, or
otherwise ceases to be eligible to participate in the Plan; provided, however,
that payments made in the first month after termination relating to pre-termination
wages or payoff of unused vacation and/or sick leave will constitute
Compensation. 1.10.1     
Limitation on Compensation. For purposes of determining benefits under the Plan,
Compensation is limited to $245,000, as indexed for the cost of living pursuant
to Code Sections 401(a)(17) and 415(d), per Plan Year. 1.11     
Controlled Group. Controlled Group means the Company and any and
all other corporations, trades and businesses, the employees of which, together
with employees of the Company, are required by Code section 414 (b), (c), (m)
or (o) to be treated as if they were employed by a single employer. 3 
       1.12      Controlled
Group Member. Controlled Group Member means each corporation or
unincorporated trade or business that is or was a member of the Controlled
Group, but only during the period when it is or was such a member. 1.13     
Deferral Contribution. Deferral Contribution means a contribution
described in Section 3.1. 1.14     
Direct Rollover. Direct Rollover means a payment by the Plan to
the Eligible Retirement Plan specified by a Distributee. 1.15     
Disability. Disability (or Disabled) means a
physical or mental condition of a Participant that constitutes total and
permanent disability for purposes of the Companys Long Term Disability Plan. 1.16     
Distributee. Distributee means an Employee; a former Employee;
an Employees or former Employees surviving Spouse; a non-spouse designated
beneficiary; or an Employees or former Employees Spouse or former spouse who
is an Alternate Payee under a QDRO. 1.17     
Eligible Retirement Plan. Eligible Retirement Plan means an individual
retirement account described in Code sections 408(a) or 408(b), a Roth IRA
described in Code section 408A(b) (effective January 1, 2008), an annuity plan
described in Code sections 403(a) or 403(b), a qualified trust described in
Code section 401(a) and an eligible plan under Code section 457(b) which is
maintained by a state, political subdivision of a state or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such a plan from this Plan. 
This definition of Eligible Retirement Plan shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a QDRO, or, effective January 1, 2010, to a non spouse
beneficiary. 1.18      Eligible Rollover
Distribution. Eligible Rollover Distribution means any distribution
of all or any portion of the Account balance to the credit of the Distributee
other than the following:  (i) any distribution that is one of a series of
substantially equal periodic payments (made not less frequently than annually)
for the life (or life expectancy) of the Distributee and the Distributees
Beneficiary, or for a specified period of 10 years or more; (ii) any  4 
    distribution to the extent such distribution is required under Code section 401(a)(9);
and (iii) the portion of any distribution that is not includable in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities). Notwithstanding the foregoing, effective January 1, 2007,
a portion of a distribution shall not fail to be an Eligible Rollover
Distribution merely because the portion consists of After-Tax Contributions or
Roth Deferrals which are not includable in gross income.  However, such portion
may be transferred only to an individual retirement account or annuity described
in Code sections 408(a) or (b), or to a qualified defined contribution plan
described in Code sections 401(a) or 403(a) that agrees to separately account
for amounts so transferred, including separately accounting for the portion of
such distribution which is includable in gross income and the portion of such
distribution which is not so includable. 1.19     
Employee. Employee means any person who is (i) employed by
any Controlled Group Member if their relationship is, for federal income tax
purposes, that of employer and employee. 1.20     
Employee Contributions. Employee Contributions means Deferral
Contributions, After-Tax Contributions, and Roth Deferrals. 1.21     
Employer. Employer or Participating Employer means
the Company and any Controlled Group Member or organizational unit thereof
which meets the requirements of Section 14.1 of the Plan.  The Company will
maintain a list of currently participating Employers, along with the effective
dates of their participation.  The Company may choose to satisfy the obligation
of any Employer hereunder. 1.22     
ERISA. ERISA means the Employee Retirement Income
Security Act of 1974, as amended from time to time. 1.23     
Investment Funds. Investment Funds means the Funds described in Article
5. 1.24     
Long Term Disability Participant. Long Term Disability Participant means a
Participant who qualifies for, and receives benefits from, the Employers Long
Term Disability Plan. 5 
       1.25      Matching
Contribution. Matching Contribution means a contribution
described in Section 3.4. 1.26     
Named Fiduciary. Named Fiduciary means the Fiduciary Committee,
which is appointed by the Chairman of the Board of Directors and Chief
Executive Officer. 1.27     
Participant. Participant means
an Employee or former Employee who has met the applicable eligibility
requirements of Article 2 and who has not yet received a distribution of the
entire amount of his or her interest in the Plan. 1.28     
Plan. Plan means the IDAHO POWER COMPANY EMPLOYEE
SAVINGS PLAN, the terms of which are set forth herein, as amended from time to
time. 1.29     
Plan Year. Plan Year means the period with respect to which
the records of the Plan are maintained, which shall be the 12-month period
beginning on January 1 and ending on December 31. 1.30     
QDRO. QDRO means a qualified domestic relations order
within the meaning of Code section 414(p). 1.31     
Qualified Matching Contribution. Qualified Matching Contribution means a
contribution by an Employer to the Plan pursuant to Section 10.7 which is used
to satisfy the Contribution Percentage test set forth in that Section. 1.32     
Qualified Non-Elective Contribution Qualified Non-Elective Contribution means a
contribution by an Employer to the Plan that is made pursuant to Section 10.6. 
Such contributions shall be considered Deferral Contributions for all purposes
of the Plan and shall be used to satisfy the Actual Deferral Percentage test
as set forth in Section 10.6. 1.33     
Qualified Plan. Qualified Plan means an employee benefit plan
that is qualified under Code sections 401(a) or 403(a). 6 
       1.34      Rollover
Contribution. Rollover Contribution means a contribution
described in Section 3.5. 1.35     
Self-Directed Brokerage Fund Self-Directed Brokerage Fund means an Investment
Fund that consists solely of all or part of the assets of a single Participants
Account, which assets the Participant controls by investment directives to the
Trustee and which may not be commingled with assets of any other Participants
Accounts. 1.36     
Spouse. Spouse means the person to whom a Participant is
legally married at a specified time; surviving Spouse means the person to
whom a Participant is legally married at the time of his or her death.  The
term Spouse shall be interpreted in a manner consistent with section 105(b)
of the Code. 1.37     
Trust Agreement. Trust Agreement means the agreement or agreements
between the Company and the Trustee establishing a trust fund to provide for
the investment, reinvestment, administration and distribution of contributions
made under the Plan and the earnings thereon, as amended from time to time,
including any successor trust that may be established with a successor trustee. 1.38     
Trust Fund. Trust Fund or Trust means the assets of
the Plan held by the Trustee pursuant to the Trust Agreement. 1.39     
Trustee. Trustee means the one or more individuals or
organizations who have entered into the Trust Agreement as Trustee(s), and any
duly appointed successor. 1.40     
Valuation Date. Valuation Date means the date with respect to
which the Trustee determines the fair market value of the assets comprising the
Trust Fund or any portion thereof.  The regular Valuation Date shall mean every
business day of the Trustee, if a financial institution; otherwise, every
business day on which the New York Stock Exchange is open. 7 
       2.           
PARTICIPATION 2.1        
Eligibility to Participate. 2.1.1        
General Each Employee, other than an ineligible Employee under Section
2.3, will be eligible to become a Participant once he or she has attained age
18, if then employed by an Employer. 2.1.2        
Matching Contributions. Matching Contributions will be due for all Employee
Contributions as provided in Section 3.4. 2.2        
Commencement of Participation. An Employee eligible to participate in the Plan may enroll
as a Participant on his or her hire date or as of any subsequent pay period. 2.3        
Exclusions from Participation. 2.3.1        
Ineligible Employees. An Employee who is otherwise eligible to participate in
the Plan will not become or continue as an active Participant if such Employee: (i)           
is covered by a collective bargaining agreement that does not expressly
provide for participation in the Plan; (ii)         
is a leased employee required to be treated as an Employee under Code section
414(n); (iii)        
is employed by a Controlled Group Member or an organizational unit
thereof that is not an Employer; or  (iv)         is a person performing
services for the Employer who is not contemporaneously treated as a common law
employee on the Employer's payroll records and personnel records, including, but
not limited to, any person (A) whom the Employer treats as an independent
contractor, (B) who is paid through a third party business entity's payroll, or
(C) who is hired through an agreement with an employee staffing agency,
regardless of whether the relationship between the Employer and the person
subsequently is determined to be an employer/common law employee relationship
because of (1) reclassification by a governmental agency (whether retroactively
or 8 
      prospectively), (2) decision by a
court, mediation, arbitration, or similar proceeding, or (3) mutual agreement
between the Employer and the person. 2.3.2        
Participation after Exclusion. An Employee or Participant who is or becomes ineligible to
participate in the Plan will be eligible to participate in the Plan on the
first day he or she is no longer described in subsection 2.3.1 and is credited
with one or more hours of service by an Employer, provided that he or she has
otherwise met the requirements of Section 2.1.  Such an Employee or Participant
may commence or resume participation in the Plan as soon as administratively
feasible, after completing the enrollment procedure established by the
Administrator. 9 
       3.           
CONTRIBUTIONS 3.1        
Deferral Contributions. 3.1.1        
Amount of Deferral Contributions. Upon enrollment, a Participant may direct that his or her Employer
make Deferral Contributions to the Trust Fund of from 1% to 100% of his or her Compensation
(in 1% increments) for each pay period.  If a Participants Deferral
Contributions must be reduced to comply with the requirements of Section 10.6
or the requirements of applicable law, the Deferral Contributions as so reduced
will be the maximum percentage of his or her Compensation permitted by such Section
or law notwithstanding the 1% increments requirement.  A Participants Deferral
Contributions, After-Tax Contributions and Roth Deferrals are limited to 100%
of a Participants Compensation for a Plan Year. 3.1.2        
Payments to Trustee. Deferral Contributions made for a Participant during a pay
period pursuant to a salary reduction agreement will be transmitted to the
Trustee as soon as practicable, but in no event later than the period
prescribed by law. 3.1.3        
Changes in/Suspension of Contributions. The percentage or percentages designated by a Participant
shall continue in effect, notwithstanding any changes in the Participants
Compensation.  A Participant may, however, in accordance with the percentages
permitted by subsection 3.1.1, change the percentage of his or her Deferral
Contributions, effective as of any pay period (with respect to all pay periods
ending on or after such period), by filing a notice with the Administrator
prior to such pay period in accordance with procedures established by the
Administrator from time to time.  A Participant may suspend Deferral
Contributions at any time, to be effective as soon as administratively feasible
thereafter. 3.1.4        
Resumption of Contributions. A Participant who suspends Deferral Contributions may,
upon prior notice to the Administrator, resume making such Deferral
Contributions as of any pay period. 3.1.5        
Establishment of Procedures by Administrator. The Administrator may establish procedures for electing
and changing deferrals which may, without limitation, provide for different
notice periods, different methods (including telephonic or electronic, as
permitted by applicable law) of making deferral elections and changes and more
or less frequent times at which deferral elections or changes may become
effective. 10 
       3.2        
Excess Deferrals. 3.2.1        
Limit on Deferral Contributions. (a)       A Participants Deferral Contributions for any
taxable year of such Participant shall not exceed the dollar limitation
contained in Code section 402(g) in effect for such taxable year except to the
extent permitted under Section 3.2.1(b) and Code section 414(v).  For purposes
of this Section and except as otherwise provided in this Section, a Participants
Deferral Contributions shall include (i) any employer contribution made under
any qualified cash or deferred arrangement as defined in Code section 401(k) to
the extent not includable in gross income for the taxable year under Code
section 402(e)(3) (determined without regard to Code section 402(g)), (ii) any
employer contribution to the extent not includable in gross income for the
taxable year under Code section 402(h)(1)(B) (determined without regard to Code
section 402(g)), and (iii) any employer contribution to purchase an annuity
contract under Code section 403(b) under a salary reduction agreement within
the meaning of Code section 312(a)(5)(D). (b)       A Participant who is eligible to make Deferral
Contributions under the Plan and who will attain age 50 before the close of the
Plan Year shall be eligible to make catch-up contributions in accordance with,
and subject to the limitations of, Code section 414(v).  Such catch-up
contributions shall not be taken into account for purposes of the provisions of
the Plan implementing the required limitations of Code sections 402(g) or 415. 
The Plan shall not be treated as failing to satisfy the provision of the Plan
implementing the requirements of Code sections 401(k)(3), 410(b) or 416 by
reason of making such catch-up contributions 3.2.2        
Distribution of Excess Deferrals. If a Participants Deferral Contributions exceed the
amount described in subsection 3.2.1 (hereinafter called the excess deferrals)
during a taxable year of the Participant, such excess deferrals (adjusted for
Trust Fund earnings and losses in the manner described in subsection 4.4.3)
shall be distributed to the Participant by April 15 following the close of the
taxable year in which such excess deferrals occurred if, by March 1 following
the close of such taxable year, the Participant notifies the Administrator of
any excess deferral amount allocated to the Participants Deferral Contribution
under this Plan. 3.2.3        
Preventing Excess Deferrals.  To ensure that excess deferrals will not be made to the Plan for any taxable
year for any Participant, the Administrator will monitor (or cause to be
monitored) the amount of Deferral Contributions being made to the Plan for each
Participant during each taxable year and may take action to prevent Deferral
Contributions made for any Participant under the Plan for any taxable year from
exceeding the maximum amount under this Section.  This action is in
addition to, and not in lieu of, any other actions 
       that may be taken
hereunder or that may be permitted by applicable law or regulation in order to
ensure that the limitations described in this Section are met. 3.2.4        
Matching Contributions Attributable to Excess Deferrals. If a Participant receives a distribution of excess deferrals
pursuant to subsection 3.2.2, Matching Contributions, if any, made with respect
to such  distributed Deferral Contributions (adjusted for Trust Fund earnings
and losses as set forth in subsection 4.4.3) shall be forfeited and credited
against the Employers obligation to make Matching Contributions under Section 3.4. 3.3        
After-Tax and Roth Contributions. Upon enrollment, a Participant will be entitled to
contribute to the Trust Fund an amount between 1% and 100% of his or her Compensation
(in 1% increments) for each pay period as an After-Tax or Roth Contribution
which is non-deductible.  Deferral Contributions, After-Tax and Roth
Contributions are limited to 100% of a Participants Compensation. The percentage of Compensation designated by the
Participant as his or her After-Tax or Roth Contribution rate will continue in
effect (unless restricted hereunder) until he or she elects to change such
percentage.  A Participant may elect to begin After-Tax or Roth Contributions
or change After-Tax or Roth Contribution rate effective as of any payroll
period.  Such change shall be effected in accordance with procedures
established by the Administrator.  A Participant may suspend his or her After-Tax
or Roth Contributions to the Plan at any time.  The suspension will be
effective as soon as administratively feasible.  A Participant who suspends After-Tax
or Roth Contributions can once again make After-Tax or Roth Contributions as of
any payroll period. 3.4        
Matching Contributions. 3.4.1        
Amount of Matching Contributions. Each Employer will contribute to the Trust on account of
each Plan Year a Matching Contribution equal to 100% of each Participants
Employee Contributions for a pay period, in an amount up to the first 2% of the
Participants Compensation with respect to such pay period.  For the Employee
Contributions equal to the next 4% of the Participants Compensation for a pay
period (i.e., above 2% to 6%), the Employer will make a Matching Contribution
of 50%. 3.4.2        
Time of Matching Contributions. Each Employer will make its Matching Contributions to the
Trust in one or more installments not later than the due date (including
extensions) for the filing of the Employers income tax return for the year for
which the contributions are made. 12 
       3.5        
Rollover Contributions. Rollover Contributions shall be permitted, subject to the
provisions of this Section.  The Administrator may direct the Trustee to
accept, in accordance with procedures approved by the Administrator, all or
part of an Eligible Rollover Distribution for the benefit of a Participant from
(i) the Participant, (ii) another Qualified Plan, including, in a trustee-to-trustee
transfer, After-Tax Contributions or Roth Deferrals to that plan, (iii) an
annuity contract described in Code section 403(b), (iv) an individual
retirement account (except a Roth IRA) or annuity as defined in Code sections
408(a) or 408(b) that is eligible to be rolled over and otherwise would be
includible in gross income, or (v) an eligible plan under Code section 457(b)
which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state. 3.6        
Actual Deferral Percentage Limitation on Deferral Contributions. Deferral Contributions will
be subject to the average percentage test set forth in Section 10.6. 3.7        
Actual Contribution Percentage Limitation on Matching, After-Tax and
Roth Deferral Contributions. After-Tax Contributions, Roth Deferrals and Matching
Contributions will be subject to the average contribution percentage test set
forth in Section 10.7. 3.8        
Military Service. Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code section 414(u). 13 
       4.           
ALLOCATIONS TO PARTICIPANTS ACCOUNTS 4.1        
Establishment of Accounts. The Administrator will establish a Deferral Contribution
Account, After-Tax Contribution Account, Roth Deferral Account, Matching
Contribution Account, and, if applicable, a Rollover Account, for each
Participant and may establish one or more subaccounts of a Participants
Accounts, if the Administrator determines that subaccounts are necessary or
desirable in administering the Plan. 4.2        
Allocation of Contributions. 4.2.1        
Deferral Contributions. Deferral Contributions made by an Employer on behalf of a
Participant will be allocated to the Participants Deferral Contribution
Account. 4.2.2        
After-Tax Contributions After-Tax Contributions made by a Participant will be
allocated to the Participants After-Tax Contribution Account. 4.2.3        
Roth Deferral Contributions. Roth Deferral Contributions made by a Participant will be
allocated to the Participants Roth Deferral Contribution Account. 4.2.4        
Matching Contributions. Matching Contributions made by an Employer on behalf of a
Participant will be allocated to the Participants Matching Contribution
Account. 4.2.5        
Rollover Contributions. Each Rollover Contribution made by a Participant shall be
allocated to his or her Rollover Account. 4.2.6        
Qualified Non-Elective Contributions and Qualified Matching
Contributions.   Qualified Non-Elective Contributions and Qualified
Matching Contributions will be allocated to the Deferral Contribution Accounts
of the Participants designated as the group of Participants to whom the
contribution is to be allocated based on the ratio that each designated
Participants Compensation for the Plan Year bears to the Compensation of all
designated Participants for the Plan Year; provided, however, that subaccounts
will be maintained for the purpose of excluding Qualified Matching Contributions
from the"Actual Deferral Percentage" test pursuant to Section 10.6 below and
for the purpose of excluding Qualified Matching Contributions and Qualified 
      Non-Elective Contributions from the amount available for hardship
withdrawals under Section 7.8 below. 4.3        
Limitation on Allocations. Article 10 sets forth
certain rules under Code Sections 401(k), 401(m) and 415 that limit the amount
of Employee Contributions and Employer contributions that may be allocated to a
Participants Accounts for a Plan Year. 4.4        
Allocation of Trust Fund Income and Loss. 4.4.1        
Accounting Records. The Administrator, through its accounting records, will
segregate each Account and subaccount and will maintain a separate and distinct
record of all income and losses of the Trust Fund attributable to each Account
or subaccount.  Income or loss of the Trust Fund will include any unrealized
increase or decrease in the fair market value of the assets of the Trust Fund. 4.4.2        
Method of Allocation. (a)         
With respect to Investment Funds which have a readily determinable fair
market value as of the end of each business day during the calendar year, the
share of net income or net loss of the Trust Fund to be credited to, or
deducted from, each Account will be the allocable portion of the net income or
net loss of the Trust Fund attributable to each Account determined by the
Administrator as of each Valuation Date, based upon the ratio that each Account
balance as of the previous Valuation Date bears to all Account balances after
adjustment for withdrawals, distributions and other additions or subtractions. 
The share of net income or net loss to be credited to, or deducted from, any
subaccount will be an allocable portion of the net income or net loss credited
to or deducted from the Account under which the subaccount is established. (b)         
With respect to Investment Funds which do not have a readily
determinable fair market value as of the end of each business day during the
calendar year, the Trustee shall determine a method of allocation which shall
take into account the period over which a readily determinable fair market
value is not available (using time weighted averages) and which the Trustee
deems appropriate, and the Trustees determination of such method of allocation
will be conclusive on all interested persons for all purposes of the Plan. (c)         
To the extent that Investment Funds are mutual funds or similar
investments, share-based accounting may be used in keeping records for the
Plan, and the provisions of this subsection shall be applied and interpreted
accordingly. 15 
       4.4.3        
Determination of Earnings and Losses On Forfeitures & Returned
Contributions. The earnings and losses of
the Trust Fund for the Plan Year allocable to Deferral Contributions or After-Tax
Contributions or Roth Deferral Contributions to be returned to a Participant or
Matching Contributions to be forfeited or returned to a Participant pursuant to
subsection 3.2.2, 10.6.5, or 10.7.4, will be determined by multiplying the
Trust Fund earnings or losses for the Plan Year allocable to the Participants
Deferral Contribution Account, After-Tax Contribution Account, Roth Deferral
Contribution Account, or Matching Contribution Account, as applicable, by a
fraction, the numerator of which is the amount of Deferral Contributions, After-Tax
Contributions, Roth Deferral Contributions or Matching Contributions to be
distributed to the Participant or the amount of Matching Contributions to be
forfeited by the Participant, as applicable, and the denominator of which is
the balance of the Participants Deferral Contribution Account, After-Tax
Contribution Account, Roth Deferral Contribution Account or Matching
Contribution Account, as applicable, on the last day of the Plan Year, reduced
by the earnings and increased by the losses allocable to such Account for the
Plan Year.  The earnings and losses of the Trust Fund allocable to the Deferral
Contributions, After-Tax Contributions or Roth Deferral Contributions to be
returned or Matching Contributions to be returned or forfeited shall not
include earnings and losses for the period between the end of the Plan Year and
the date of such distribution or forfeiture. 16 
       5.           
INVESTMENT OF CONTRIBUTIONS 5.1        
Investment Funds. The Trust Fund will be divided into such Investment Funds
(including an ESOP Company Stock Fund and Self-Directed Brokerage Funds, as
identified below) as shall be designated by the Administrator from time to time,
and a Participants Account will be invested therein as provided in this
Article.  A Participants Account will be invested and reinvested in such funds
in accordance with the terms of the Trust Agreement and the provisions of this
Article.  Notwithstanding any provision of the Plan to the contrary, the
Administrator in its sole discretion may direct the Trustee to keep such
portion of each Investment Fund in cash or cash equivalents as the
Administrator may from time to time deem to be advisable to maintain sufficient
liquidity to meet the obligations of the Plan or for other reasons. 5.1.1        
Company Stock Funds There is no limitation under the Plan on the amount of
qualifying employer securities within the meaning of ERISA section 407(d)(5)
(including Company Stock) that can be held in the Trust Fund under the Plan,
provided, however, that the Plan will not hold employer securities acquired
with an exempt loan as defined in section 4975(d)(3) of the Code and Treasury
Regulations thereunder. Shares of Company Stock held or distributed by the Trustee
may include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable Federal and
state securities laws.  Except as otherwise provided in this Section, no shares
of Company Stock held or distributed by the Trustee may be subject to a put,
call or other option, or buy-sell or similar arrangement. Company Stock held by the Plan shall be invested in the
ESOP Company Stock Fund or such additional Company Stock Funds as established
by the Administrator in its sole discretion.  Such funds will be maintained on
a share-based accounting method, and Participants will be credited with
fractional shares, as appropriate.  Dividends on Company Stock will be
reinvested in Company Stock or paid to Participants in cash in accordance with
Participant elections as provided for under Section 5.1.2 below. A Participant may at any time there are amounts credited
to his or her ESOP Company Stock Fund (or such other Company Stock Funds as are
established by the Administrator in its sole discretion) direct a transfer of investment
into any other Investment Fund under the Plan in accordance with written
procedures established by the Administrator. 5.1.2        
Cash Dividends Paid on Company Stock   In accordance with the Participants election, any
dividends payable on Company Stock allocated to the Account of a Participant
will be (i) paid to the Plan and credited to the ESOP Company Stock Fund in the
Account of the Participant and reinvested in 
     Company Stock or (ii) paid to the
Plan and credited to the ESOP Company Stock Fund in the Account of the
Participant and distributed in cash to the Participant not later than 90 days
after the close of the Plan Year in which the dividend is paid by the Company. The election described in this Section 5.1.2 will be made
by a Participant pursuant to written procedures established by the
Administrator.  Such election procedures will provide the Participant with a
reasonable opportunity to make the dividend election before the dividend is
paid or distributed to the Participant, and will provide the Participant with
an opportunity to change the dividend election at least annually.  The
procedures will require that a Participants dividend election will be
irrevocable with respect to any particular dividend before that dividend is
credited to the ESOP Company Stock Fund in the Account of the Participant for
the purpose of either being reinvested in Company Stock or paid to the
Participant within 90 days after the Plan Year in which the dividend is paid by
the Company. Notwithstanding the foregoing, the Administrator may
identify one of the options described above to serve as a default election if a
Participant fails to make an affirmative election with respect to the
Participants Company Stock dividend.  Notwithstanding any other provisions of
the Plan, the Administrator is authorized to direct the investment of dividends
if they are accumulated pursuant to a Participant election to distribute them
within 90 days after the close of the Plan Year in which the dividend is paid
by the Company.  Earnings on such accumulated dividends will be allocated to
the Participants Account when the dividends are distributed. 5.1.3        
Self-Directed Brokerage Fund The Administrator may (but is not required to) establish
Self-Directed Brokerage Funds as additional Investment Funds for individual
Participants, and may adopt rules and procedures for Self-Directed Brokerage
Funds that are different from the rules and procedures that apply to other
Investment Funds. If the Administrator establishes such Self-Directed Brokerage
Funds, the Participant for whom a Self-Directed Brokerage Fund is established
shall direct the Trustee to invest the assets of the Self-Directed Brokerage
Fund in investments that the Participant chooses, subject to limitations
imposed by the Administrators rules and procedures.  In no event, however,
shall the Participant be allowed to direct the investment of such assets into
any work of art, rug or antique, metal or gem, stamp or coin, alcoholic
beverage or other similar tangible personal property if the Secretary of the
Treasury shall have prohibited investment in such property. In the event of distributions to a Participant from the
Plan that are required by law or the terms of the Plan, including without
limitation, distributions necessary to effect compliance with nondiscrimination
testing, allocation limits and minimum required distributions, such
distributions will be made first from Investment Funds other than the
Participants Self-Directed Brokerage Fund.  If the assets in such Investment
Funds are insufficient, the Administrator will direct the Trustee to effect a
sale of securities in the Self-Directed Brokerage Fund and an investment
exchange to the Plans other investment options to provide sufficient funds for
the distribution. 18 
       5.2        
Investment Options Each Participant will, by direction to the Administrator,
direct that all Deferral Contributions, After-Tax Contributions, Roth Deferral
Contributions, Matching Contributions and Rollover Contributions made by or for
such Participant be invested in one or more of the Investment Funds (but not to
a Self-Directed Brokerage Fund) in percentages which are multiples of 1%.  If a
Self-Directed Brokerage Fund has been established for a Participant, the
Participant may direct the Administrator to have funds transferred from other
Investment Funds into the Self-Directed Brokerage Fund, subject to the rules
and procedures established by the Administrator.  An investment option selected
by a Participant will remain in effect unless and until an investment change is
made by him or her and becomes effective pursuant to Section 5.3.  In the
absence of an effective investment direction, such contributions made by or for
a Participant will be invested in the Investment Fund that maximizes the goals
of liquidity and preservation of principal, as determined by the Administrator. 5.3        
Change of Investment Option. A Participant may elect and change investment options in
accordance with procedures established by the Administrator, which may, without
limitation, provide for various notice periods, various methods (including
telephonic or electronic, as permitted by applicable law) of making investment
elections and changes and various times at which investment elections or
changes may become effective. 5.4        
Directions to Trustee. The Administrator shall give appropriate and timely
directions to the Trustee in order to permit the Trustee to give effect to the
investment choice and investment change elections made under this Article and
to provide funds for distributions pursuant to Article 7. 5.5        
Valuation of Trust Fund. The fair market value of the total net assets comprising
the Trust Fund and of each Investment Fund will be determined by the Trustee as
of the close of business on each Valuation Date.  Each such valuation will be
made on the basis of the market value (as determined by the Trustee) of the
Trust assets, except that property which the Trustee determines does not have a
readily determinable market value will be valued at fair market value as
determined by the Trustee in such manner as it deems appropriate, and the
Trustees determination of such value will be conclusive on all interested
persons for all purposes of the Plan.  In determining such value, the Trustee
shall deduct all permissible expenses for which the Trustee has not yet obtained
reimbursement from the Employer or the Trust Fund. 19 
       5.6        
No Guarantee. The Employers, the Administrator and the Trustee do not
guarantee the Participants or their Beneficiaries against loss or depreciation
or fluctuation of the value of the assets of the Trust Fund or any Investment
Fund. 5.7        
Securities Laws Limitations. The Administrator may impose such investment and other
restrictions under the Plan as the Administrator, in its sole discretion, deems
necessary or appropriate to ensure compliance with the Securities Exchange Act
of 1934, as amended (Act), or any other applicable law.  Although
Participants affected generally will include only those Participants subject to
the reporting requirements of the Act, other participants may be affected in
the discretion of the Administrator.  No transfers will be permitted under the
Plan that would result in a violation of the Companys insider trading policy. 20 
       6.           
VESTING 6.1        
Fully Vested Interests Participants shall be fully vested in their Deferral
Contribution, After-Tax Contribution, Rollover Contribution, and Roth
Accounts.  A Participant shall have a 100% vested and nonforfeitable interest
in his or her Matching Contribution Account upon completion of one year of
service.  A year of service for this purpose is a cumulative twelve month
period commencing with the Participants first date of employment. 6.2        
Forfeitures Any balance in the Matching Contribution Account of a
Participant who terminates his or her employment before being fully vested
shall be forfeited, and shall be used to reduce the Employers Matching
Contributions under the Plan during the Plan Year following the Plan Year in
which the forfeiture arose. 21 
       7.           
DISTRIBUTIONS 7.1        
Distribution Events. Except as set forth in Sections 7.8, 7.9 or 7.10, and
subject to the provisions and restrictions in Article 12, a Participants
interest in his or her Deferral Contribution Account, After-Tax Contribution
Account, Roth Account, Matching Contribution Account and Rollover Account, may
be distributed only after the Participants Disability, termination of
employment with all members of the Controlled Group, or death.  Upon a
Participants Disability, he or she will be entitled to a distribution in the
same form and at the same time as if he or she had terminated employment. 7.1.1        
Distribution Notice At least 30 days and, effective January 1, 2007, not more
than 180 days prior to a distribution date, the Administrator must provide a
written distribution notice (or a summary notice as permitted under Treasury
regulations) to a Participant or Beneficiary.  The distribution notice must
explain the option forms of benefit in the Plan, including the material
features and relative value of those options, the Participants or Beneficiarys
right to postpone distribution, and the consequences of failing to defer
receipt of distribution. 7.1.2        
Qualified Reservist Distribution Notwithstanding any 401(k) distributions in this Plan, the
Plan permits a Participant to elect a Qualified Reservist Distribution.  A Qualified
Reservist Distribution is any distribution to an individual who is ordered or
called to active duty after September 11, 2001, if:  (i) the distribution is
from amounts attributable to elective deferrals in a 401(k) plan; (ii) the
individual was (by reason of being a member of a reserve component, as defined
in section 101 of title 37, United States Code) ordered or called to active
duty for a period in excess of 179 days or for an indefinite period; and (iii) the
Plan makes the distribution during the period beginning on the date of such
order or call, and ending at the close of the active duty period. 7.2        
Form of Distributions (and Small Account Cash Out). Distributions will be made in the form provided in this and the following
Sections of this Article.  A Participant or Beneficiary eligible to receive
a distribution under the Plan shall request such distribution in accordance with
procedures (including telephonic or electronic, as permitted by law) established
by the Administrator, including furnishing such information as the Administrator
may reasonably require.  Notwithstanding any other provision of this
Article, but subject to the requirements of Section 12.2, if the value of a
Participant's vested interest in his or her Accounts does not exceed $1,000,
determined according to Section 7.7 below, distribution to such Participant or
Beneficiary will be made in the form of a single lump sum payment of the full
value of the Accounts (or so much thereof to which a Beneficiary is entitled) as
soon  22 
       as practicable after the Participants
Disability, death, or termination of employment with the Controlled Group. 7.2.1        
Right to Receive Company Stock The Participant (or Beneficiary) may elect to receive any
distribution of all or a portion of his or her Accounts in the form of whole
shares of Company Stock (with the value of any fractional share paid in cash)
by directing the investment of all or a portion of his or her Accounts in the
Company Stock Fund prior to any distribution.  Distributions from the Company
Stock Fund will be made in kind unless otherwise elected; provided, however,
(i) that fractional shares of Company Stock will in all cases be distributed in
cash, and (ii) that partial withdrawals may not be made through a combination
of stock and cash distributions.  Shares of Company Stock distributed by the
Trustee shall be readily tradable on an established securities market. 7.3        
Distributions upon Termination of Employment. If a Participants employment with the Controlled Group is
terminated for any reason other than death, such Participant shall receive his or
her Account balance in the form of a single lump sum or as periodic partial
withdrawals, in accordance with the provisions of this Article 7 (including
Section 7.5.1), as the participant elects. 7.4        
Distributions upon Death. 7.4.1        
If the Beneficiary is not the Participants Surviving Spouse and not a
Designated Beneficiary Upon the death of a Participant, if his or her Beneficiary
is not his or her surviving Spouse, then the entire Account balance shall be
paid to the Beneficiary within five years after the Participants death, and
after completion of procedures established by the Administrator. 7.4.2        
If the Beneficiary is the Participants Surviving Spouse Upon the death of a Participant, if his or her Beneficiary
is his or her surviving Spouse, then the Beneficiary shall have the option of
commencing distributions as soon as practicable after completion of procedures
established by the Administrator, or delaying distributions, subject to the
limitations in Article 12. 7.4.3        
If the Beneficiary is the Designated Beneficiary and not the Participants
Surviving Spouse   For distributions after December 31, 2006, a non-spouse
beneficiary who is a designated beneficiary under Code §401(a)(9)(E) and the
regulations thereunder, by a direct trustee-to-trustee transfer ("direct
rollover"), may roll over all or any portion of his or her distribution to an
individual retirement account the beneficiary establishes for purposes of
receiving the distribution.  In order to be able to roll over the
distribution, the distribution otherwise must satisfy the definition of an
eligible rollover distribution.  If  23 
  a non-spouse beneficiary receives a distribution from the
Plan, the distribution is not eligible for a 60-day rollover.  If the
Participants named beneficiary is a trust, the Plan may make a direct rollover
to an individual retirement account on behalf of the trust, provided the trust
satisfies the requirements to be a designated beneficiary within the meaning of
Code §401(a)(9)(E).  A non-spouse beneficiary may not roll over an amount which
is a required minimum distribution, as determined under applicable Treasury
regulations and other Revenue Service guidance.  If the Participant dies before
his or her required beginning date and the non-spouse beneficiary rolls over to
an IRA the maximum amount eligible for rollover, the beneficiary may elect to
use either the 5-year rule or the life expectancy rule, pursuant to Treas. Reg.
§1.401(a)(9)-3, A-4(c), in determining the required minimum distributions from
the IRA that receives the non-spouse beneficiarys distribution. 7.5        
Timing of Distributions. Any distribution to a Participant or Beneficiary effected
pursuant to this Article shall be made as soon as administratively feasible
after an event of distribution described in Section 7.1 above, as the
Participant or Beneficiary directs, subject to the rules set forth below and in
Article 12. 7.5.1        
Timing of Distributions upon Disability or Termination. If a Participants Account balance exceeds $1,000 after
the Participants service with the Controlled Group terminates or the
Participant becomes Disabled, distribution of the vested Account balance will
not be made or commenced (subject to Section 12.4) unless he or she elects to
receive such distribution.  Subject to Section 12.2, a Participant can request
a distribution at any time after termination of employment with the Controlled
Group or Disability, and such distribution will be made as soon as
administratively feasible after such request is received by the Administrator,
subject to such further notices and elections which may be required under the
terms of the Plan.  If a Participants Account balance is $1,000 or less, it
will be distributed to him or her in a lump sum, as soon as administratively
feasible after the applicable event. 7.5.2        
Timing of Distributions to Beneficiaries. Distribution of a Participants Account balance to the
Participants Beneficiary will be made or will commence as soon as
administratively feasible following notification to the Administrator of the
Participants death. 7.6        
Reemployment of Participant. If a Participant who terminated employment again becomes
an Employee before receiving a distribution of his or her Account balance
pursuant to this Article, no distribution from the Trust Fund will be made
while he or she is an Employee, and amounts distributable on account of such termination
will be held in the Trust Fund until he or she is again entitled to a
distribution under the Plan. 24 
       7.7        
Valuation of Accounts. A Participants distributable Account balance will be
valued as of the Valuation Date immediately preceding the date the Account is
to be distributed, except that there will be added to the value of the Account
the fair market value of any amounts allocated to the Account under Article 4
after that Valuation Date. 7.8        
Hardship Distributions. 7.8.1        
Availability of Hardship Distributions. A Participant may request approval from the Administrator
to have all or a portion of the value of the sum of (i) his or her Deferral
Contribution Account (but excluding any earnings credited to the Deferral
Contribution Account after December 31, 1988, Qualified Non-Elective
Contributions and Qualified Matching Contributions), and (ii) his or her Rollover
Account distributed to such Participant, provided that the Participant is
suffering from hardship.  A distribution will be on account of hardship only if
the distribution is necessary to satisfy an immediate and heavy financial need
of the Participant, as defined below, and satisfies all other requirements of
this Section 7.8. 7.8.2        
Immediate and Heavy Financial Need. A distribution shall be made on account of an immediate
and heavy financial need of a Participant only if the distribution is on
account of: (a)         
Medical expenses described in section 213(d) of the Code incurred by or
necessary for the care of the Participant, the Participants Spouse, or any of
the Participants dependents (as defined in section 152 of the Code); (b)         
The purchase (excluding mortgage payments) of a principal residence of
the Participant; (c)         
The payment of tuition, related educational fees, and room and board
expenses, for the next 12 months (beginning with the date of distribution) of
post secondary education for the Participant or the Participants Spouse,
children or dependents, provided that no withdrawal will be permitted for this
purpose more than 6 months before payment is actually required to be made to
the educational institution or other appropriate person; (d)         
The need to prevent the eviction of the Participant from his or her principal
residence or the foreclosure on the mortgage of the Participants principal
residence; (e)         
Payments for burial or funeral expenses for the Participants deceased
parent, spouse, children or dependents; 25 
       (f)          
Expenses for repair of damage to the Participants principal residence
that would qualify for the casualty deduction under Code §165 (without regard
to the 10% of AGI threshold); or (g)         
Any other financial need which the Commissioner of Internal Revenue,
through the publication of revenue rulings, notices and other documents of
general applicability, may from time to time designate as a deemed immediate
and heavy financial need as provided in section 1.401(k)-1(d)(2)(iv) of the
Treasury Regulations. 7.8.3        
Distributions Deemed Necessary. A distribution shall be deemed to be necessary to satisfy
an immediate and heavy financial need only if: (a)         
The distribution does not exceed the financial need of the Participant
(including amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution); (b)         
The Participant has obtained all distributions (other than hardship
distributions) and all nontaxable loans currently available under all of the
Employers plans; (c)         
The Participants Deferral Contributions, After-Tax Contributions and
Roth Contributions, and all similar employee contributions under all of the
Employers qualified and non-qualified plans of deferred compensation shall be
suspended for a period of six months after the receipt of the hardship
distribution. 7.8.4        
Method of Requesting/Form of Distribution. The Participants request for a hardship distribution
shall be made in accordance with procedures (including telephonic or
electronic, as permitted by law) established by the Plan Administrator from
time to time, and the Participant shall furnish the Plan Administrator with such
information as the Plan Administrator requests in its evaluation of the
Participants withdrawal request. 7.8.5        
Amount and Timing of Distribution. The cumulative amount distributed to a Participant on
account of hardship will not exceed the amount set forth in subsection 7.8.1
above that has not been previously distributed.  Distributions pursuant to this
subsection will be made as soon as administratively feasible after the
Participants request and amounts will be withdrawn  first, from the
Participants Rollover Account (if any), and then from the Participants
Deferral Contribution account. 26 
       7.9        
Distributions After Age 59-1/2. A Participant who attains age 59-1/2 and who is still
employed by a Controlled Group Member may elect a distribution of all or a
portion of the amount then credited to his or her Deferral Contribution
Account, Matching Contribution Account and Rollover Account.  Partial
withdrawals will be permitted at such times and in accordance with such
procedures as will be determined by the Administrator, provided they are
permitted at least quarterly. 7.10     
Distributions From After-Tax Contribution Account. A Participant may elect a distribution of all or a portion
of the amounts credited to his or her After-Tax Contribution Account.  Partial
withdrawals will be permitted at such times and in accordance with such
procedures as will be determined by the Administrator, provided they are
permitted at least quarterly.  Distributions from a Participants After-Tax
Contribution Account (including amounts transferred from the prior Company
Employee Stock Ownership Plan, which was merged into the Plan) shall be made,
first, from such contributions made prior to January 1, 1987 (not including
earnings thereon).  A Participant may elect as to the order of distribution from
his or her After-Tax Account, or from other pre-tax Deferral Accounts, or
partly from each. 7.11     
Direct Rollovers. 7.11.1      Rollovers
Permitted. Notwithstanding any other provision herein to the
contrary, a Distributee entitled to a distribution may elect (in such form and
at such time as the Administrator may prescribe) to have all or a portion of an
Eligible Rollover Distribution paid to an Eligible Retirement Plan in a Direct
Rollover. 7.11.2      Direct
Rollover of Non-Spousal Distribution.   A non-spouse beneficiary who is a designated beneficiary
under Code §401(a)(9)(E) and the regulations thereunder, by a direct
trustee-to-trustee transfer ("direct rollover"), may roll over all or any
portion of his or her distribution to an individual retirement account the
beneficiary establishes for purposes of receiving the distribution.  In
order to be able to roll over the distribution, the distribution otherwise must
satisfy the definition of an eligible rollover distribution.  If the
Participant's named beneficiary is a trust, the Plan may make a direct rollover
to an individual retirement account on behalf of the trust, provided the trust
satisfies the requirements to be a designated beneficiary within the meaning of
Code §401(a)(9)(E).  A non-spouse beneficiary may not roll over an amount
which is a required minimum distribution, as determined under applicable
Treasury regulations and other Revenue Service guidance.  If the
Participant dies before his or her required beginning date and the non-spouse
beneficiary rolls over to an IRA the maximum amount eligible for rollover, the
beneficiary may elect to use either the 5-year rule or the life expectancy rule,
pursuant to Treas. Reg. §1.401(a)(9)-3, A-  27 
     4(c),
in determining the required minimum distributions from the IRA that receives
the non-spouse beneficiarys distribution. 7.11.3      Amount
of Rollover. Notwithstanding the foregoing, a Distributee may make an
election under this Section only if the total amount of all Eligible Rollover
Distributions made to such Distributee during a year is reasonably expected to
exceed $200.  Furthermore, if a Distributee elects to have only a portion of an
Eligible Rollover Distribution paid in a Direct Rollover, the portion paid in a
Direct Rollover must equal at least $500.  If a Distributees Eligible Rollover
Distribution is $500 or less, he or she may make an election only to have all
of such distribution paid in a Direct Rollover. 7.11.4      Waiver
of Notice Period. Such distribution may commence less than 30 days after
notice is given about the Participants right to make a Direct Rollover,
provided that the Administrator informs the Participant that he or she has at
least 30 days after receiving such notice to consider whether or not to make a
Direct Rollover and the Participant, after receiving the notice, affirmatively
elects to receive the distribution. 7.12     
Restrictions on Distributions. Article 12 sets forth certain rules under various
provisions of the Code relating to restrictions on distributions to
Participants and their Beneficiaries. 7.13     
Unclaimed Distribution. If the Administrator cannot locate a person entitled to
receive a benefit under the Plan within a reasonable period (as determined by
the Administrator in its discretion), the amount of the benefit will be treated
as a forfeiture during the Plan Year in which the period ends.  Such
forfeitures will be applied in the discretion of the Administrator (i) to pay
administrative expenses under the Plan, (ii) to reduce or offset Employers
subsequent Matching Contributions required under the Plan, and (iii) to correct
errors, omissions and exclusions as described in Section 9.10 below.  If a
person who was entitled to a benefit which has been forfeited under this Section
makes a claim to the Administrator or the Trustee for his or her benefit, he or
she will be entitled to receive, as soon as administratively feasible, a
benefit in an amount equal to the value of the forfeited benefit on the date of
forfeiture.  This benefit will be reinstated first from forfeitures and second
from Employer contributions for that Plan Year. 7.14     
Partial Withdrawals Any person otherwise entitled to a distribution under the
Plan, to whom a lump-sum distribution of the balance of the Accounts (or
portion thereof) to which he or she is entitled has not been made under the
terms of Section 7.2, may elect to make partial withdrawals at such time and in
accordance with such procedures as will be determined by the Administrator,
provided such withdrawals are permitted at least quarterly. 28 
       7.15      Installment
Distributions In lieu of a lump sum distribution as provided in Section 7.3
and 7.4, and subject to the limitations in Article 12, a Participant may elect
to receive distribution of his or her Account balance in monthly, quarterly,
semi-annual or annual installments. 7.16     
HEART Act 7.16.1      Death
Benefits. In the case of a death occurring on or after January 1,
2007, if a Participant dies while performing qualified military service (as
defined in Code § 414(u)), the survivors of the Participant are entitled to any
additional benefits (other than benefit accruals relating to the period of
qualified military service) provided under the Plan as if the Participant had
resumed and then terminated employment on account of death. 7.16.2      Differential
Wage Payments. For years beginning after December 31, 2008, (i) an
individual receiving a differential wage payment, as defined by Code
§3401(h)(2), is treated as an employee of the Employer making the payment, (ii)
the differential wage payment is treated as Compensation, and (iii) the Plan is
not treated as failing to meet the requirements of any provision described in
Code §414(u)(1)(C) by reason of any contribution or benefit which is based on
the differential wage payment. 7.16.3      Severance
From Employment. Notwithstanding Section 7.16.2(i), for years beginning
after December 31, 2008, for purposes of Code §401(k)(2)(B)(i)(I), an
individual is treated as having been severed from employment during any period
the individual is performing service in the uniformed services described in
Code §3401(h)(2)(A). a.         Suspension of
deferrals.  If an individual elects to receive a distribution by reason of
severance from employment, death or disability, the individual may not make an
elective deferral or employee contribution during the 6-month period beginning
on the date of the distribution. b.         Nondiscrimination
requirement.  Section 7.16.2(iii) applies only if all employees of the
Employer performing service in the uniformed services described in Code
§3401(h)(2)(A) are entitled to receive differential wage payments (as defined
in Code §3401(h)(2)) on reasonably equivalent terms and, if eligible to
participate in a retirement plan maintained by the employer, to make
contributions based on the payments on reasonably equivalent terms (taking into
account Code §§410(b)(3), (4), and (5)).  29 
       8.           
SPECIAL RULES REGARDING ACQUISITIONS, DISPOSITIONS &
TRANSFERS 8.1        
Service Crediting The Administrator may, but is not required to, grant past
service credit to those individuals who are employed by a business acquired by
Controlled Group Members (referred to herein as an Acquisition Business) at
the time it became a Controlled Group Member.  Such grant would provide that
the period of time that such individuals were in the employ of the Acquisition
Business prior to its becoming part of the Controlled Group would count as a
period of employment for purposes of eligibility for Matching Contributions. 
Any such grant shall be made either by an amendment to the Plan or by the
Administrator maintaining a record of such service on the books of the Plan,
and reflecting such grant in an appropriate document. 8.2        
Transfer From Another Qualified Plan in Controlled Group. If a Participant is also a participant in another
Qualified Plan which is sponsored by an Acquisition Business or Controlled
Group Member, the Participant may direct the Trustee, subject to the approval
of the Administrator, to accept from such Qualified Plan an amount representing
such Participants interest in such plan, to be held by the Trustee subject to
all of the terms and conditions of the Plan and Trust Agreement, in the
Participants Rollover Account; provided, however, that property other than
cash shall not be transferred to the Trustee without the Administrators
approval, and provided, further, that the Administrator may establish such
procedures (including but not limited to required notice periods) as the
Administrator shall deem appropriate, which must be followed by the Participant
as a condition to such a transfer of assets.  The Administrator may not approve
any transfer to the Plan if such transfer would require the Plan to offer
benefits, rights and features not offered under the Plan in order to comply
with the requirements of Code section 411(d) and the regulations thereunder.
Amounts transferred to the Plan from another Qualified Plan, other than such amounts
transferred in a direct rollover transfer within the meaning of Code section 401(a)(31),
shall retain all benefits, rights, and features provided under the Qualified
Plan and protected under Code section 411(d)(6), except to the extent that such
benefits, rights and features may be eliminated under the regulations under
Code section 411(d)(6). 30 
       9.           
ADMINISTRATION OF THE PLAN AND TRUST AGREEMENT 9.1        
Administrator. The Company will have all authority, rights and
responsibility of the Administrator hereunder.  Any action taken by the Company
as Administrator may be taken by any one of its officers authorized by the
Board, or any other person authorized by such officers to act on the Companys
behalf in its capacity as Administrator. 9.2        
Employees of the Administrator. The Administrator may employ and suitably compensate such
persons or organizations to render advice with respect to the duties of the
Administrator under the Plan as the Administrator determines to be necessary or
desirable. 9.3        
Expenses and Compensation. The expenses of the Administrator properly incurred in the
performance of its duties under the Plan will be paid from the Trust Fund,
unless the Employers in their discretion pay such expenses.  To the extent Plan
expenses are paid from the Trust Fund, the Administrator will establish
procedures for allocating such expenses to the Accounts of Participants,
including procedures based on transactions which involve such Participants
Accounts. 9.4        
General Powers and Duties of the Administrator. The Administrator will have the full power and
responsibility to administer the Plan and the Trust Agreement and to construe
and apply their provisions.  For purposes of ERISA, the Administrator will be
the Named Fiduciary with respect to the operation and administration of the
Plan and the Trust Agreement; provided, however, that the Administrator shall
have no responsibility for or control over the funding, investment or
management of Plan assets, except as specifically provided in this Plan.  In
addition, the Administrator will have the powers and duties granted by the
terms of the Trust Agreement.  The Administrator, and all other persons with
discretionary control respecting the operation, administration, control or
management of the Plan, the Trust Agreement or the Trust Fund, will perform
their duties under the Plan and the Trust Agreement solely in the interests of
Participants and their Beneficiaries. 9.5        
Specific Powers and Duties of the Administrator. The Administrator will administer the Plan and have all
powers necessary to accomplish that purpose, including the following: (i)
resolving all questions relating to the eligibility of Employees to become
Participants; (ii) determining the amount of benefits payable to Participants or
their Beneficiaries and determining the time and manner in which such benefits
are to be paid; (iii) authorizing and directing all disbursements by the Trustee
from the Trust Fund; (iv) engaging any administrative, legal, medical,
accounting, clerical or other services it deems appropriate in administering the
Plan or the Trust Agreement; (v) in its sole and absolute discretion 31 
   construing and
interpreting the Plan and the Trust Agreement (including, without limitation,
by supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan and the Trust
Agreement) and adopting and amending rules for administration of the Plan and
the Trust Agreement which are not inconsistent with the terms of such
documents; (vi) compiling and maintaining all records it determines to be
necessary, appropriate or convenient in connection with the administration of
the Plan and the Trust Agreement; and (vii) determining the disposition of
assets in the Trust Fund if the Plan is terminated. 9.6        
Allocation of Fiduciary Responsibility. The Administrator from time to time may delegate to any
other persons or organizations any of its rights, powers, duties and
responsibilities with respect to the operation and administration of the Plan
and the Trust Agreement that are permitted to be delegated under ERISA.  Any
such allocation or delegation will be made in writing, will be reviewed
periodically by the Administrator, and will be terminable upon such notice as
the Administrator in its discretion deems reasonable and proper under the
circumstances.  Whenever a person or organization has the power and authority
under the Plan or the Trust Agreement to delegate discretionary authority
respecting the administration of the Plan or the Trust Fund to another person
or organization, the delegating partys responsibility with respect to such
delegation is limited to the selection of the person to whom authority is
delegated and the periodic review of such persons performance and compliance
with applicable law and regulations.  Any breach of fiduciary responsibility by
the person to whom authority has been delegated which is not proximately caused
by the delegating partys failure to properly select or supervise, and in which
breach the delegating party does not otherwise participate, will not be
considered a breach by the delegating party. 9.7        
Notices, Statements and Reports. The Company will be the administrator of the Plan as
defined in ERISA section 3(16)(A) for purposes of the reporting and disclosure
requirements imposed by ERISA and the Code. 9.8        
Claims Procedure. The claims procedure set forth in this Section 9.8 shall
be the procedure for the resolution of disputes and disposition of claims
arising under the Plan.  For the purposes of this Section 9.8, a request for
resolution of a dispute is considered a claim. 9.8.1        
Filing Claim for Benefits.   If a Participant or Beneficiary does not receive the benefits which he or she
believes he or she is entitled to receive under the Plan, he or she may file a
claim for benefits with the Administrator.  All claims will be made in
writing and will be signed by the claimant.  If the claimant does not
furnish sufficient information to determine the  32 
     validity of
the claim, the Administrator will indicate to the claimant any additional
information which is required. 9.8.2        
Notification by the Administrator. Each claim will be approved or disapproved by the
Administrator within 90 days following the receipt of the information necessary
to process the claim.  The 90 day claims review period may be extended an
additional 90 days, provided that notice of such extension of time is given the
claimant within the first 90 day period.  If the Administrator denies a claim
for benefits in whole or in part, the Administrator will notify the claimant in
writing of the denial of the claim.  Such notice by the Administrator will also
set forth, in a manner calculated to be understood by the claimant, the
specific reason for such denial, the specific Plan provisions on which the
denial is based, a description of any additional material or information
necessary to perfect the claim with an explanation of why such material or
information is necessary, and an explanation of the Plans claim review
procedure as set forth in subsection 9.8.3.  If no action is taken by the
Administrator on a claim within 90 days, the claim will be deemed to be denied
for purposes of the review procedure. 9.8.3        
Review Procedure. A claimant may appeal a denial of his or her claim by
requesting a review of the decision by the Administrator or a person designated
by the Administrator, which person will be a Named Fiduciary for purposes of
this Section.  An appeal must be submitted in writing within 60 days after the
denial and must (i) request a review of the claim for benefits under the Plan,
(ii) set forth all of the grounds upon which the claimants request for review
is based and any facts in support thereof, and (iii) set forth any issues or
comments which the claimant deems pertinent to the appeal.  The Administrator
or the Named Fiduciary designated by the Administrator will make a full and
fair review of each appeal and any written materials submitted in connection
with the appeal.  The Administrator or the Named Fiduciary designated by the
Administrator will act upon each appeal within 60 days after receipt thereof
unless special circumstances require an extension of the time for processing,
in which case a decision will be rendered as soon as possible but not later
than 120 days after the appeal is received.  The claimant will be given the
opportunity to review pertinent documents or materials upon submission of a
written request to the Administrator or Named Fiduciary, provided the
Administrator or Named Fiduciary finds the requested documents or materials are
pertinent to the appeal.  On the basis of its review, the Administrator or
Named Fiduciary will make an independent determination of the claimants
eligibility for benefits under the Plan.  The decision of the Administrator or
Named Fiduciary on any claim for benefits will be final and conclusive upon all
parties thereto.  If the Administrator or Named Fiduciary denies an appeal in
whole or in part, it will give written notice of the decision to the claimant,
which notice will set forth in a manner calculated to be understood by the
claimant the specific reasons for such denial and which will make specific
reference to the pertinent Plan provisions on which the decision was based. 33 
       9.8.4        
Claims Must Be Timely. A claim may be denied if it is not timely.  To be
considered timely under the Plans claim review procedure, a claim must be
filed with the Administrator within one (1) year after the claimant knew or
reasonably should have known of the principal facts upon which the claim is
based.  If or to the extent that the claim relates to a failure to effect a
Participants or Beneficiarys investment directions or a Participants
election regarding contributions, the one (1) year period shall be thirty (30)
days. 9.9        
Service of Process. The Administrator may from time to time designate an agent
of the Plan for the service of legal process.  In the absence of such a
designation, the Company will be the agent of the Plan for the service of legal
process. 9.10     
Corrections. If an error or omission is discovered in the Accounts of a
Participant, or in the amount distributed to a Participant, or if an Employee
is determined to have been improperly or mistakenly excluded from participation
in the Plan, the Administrator will make such equitable adjustments in the
records of the Plan as may be necessary or appropriate to correct such error,
omission or exclusion as of the Plan Year in which such error, omission or
exclusion is discovered.  Further, an Employer may, in its discretion, make a
special contribution to the Plan, to be allocated by the Administrator only to
the Account of one or more Employees or Participants to correct such error,
omission or exclusion. 9.11     
Payment to Minors or Persons Under Legal Disability. If any benefit becomes payable to a minor or to a person
under a legal disability, payment of such benefit will be made only to the
conservator or the guardian of the estate of such person appointed by a court
of competent jurisdiction or such other person or in such other manner as the
Administrator determines is necessary to ensure that the payment will legally
discharge the Plans obligation to such person. 9.12     
Uniform Application of Rules and Policies. The Administrator in exercising its discretion granted
under any of the provisions of the Plan or the Trust Agreement will do so only
in accordance with rules and policies established by it which will be uniformly
applicable to all Participants and Beneficiaries. 9.13     
Funding Policy. The Plan is to be funded through Employer and Participant
contributions and earnings on such contributions, and benefits will be paid to
Participants and Beneficiaries as provided in the Plan. 34 
       9.14      The
Trust Fund. The Trust Fund will be held by the Trustee for the
exclusive benefit of Participants and Beneficiaries.  The assets held in the
Trust Fund will be invested and reinvested in accordance with the terms of the
Trust Agreement, which is hereby incorporated into and made a part of the
Plan.  All benefits will be paid solely out of the Trust Fund, and no Employer
will be otherwise liable for benefits payable under the Plan. 35 
       10.        
LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS TO PARTICIPANTS ACCOUNTS 10.1     
Priority over Other Contribution and Allocation Provisions. The provisions set forth in this Article supersede any
conflicting provisions of this Plan. 10.2     
Definitions Used in this Article. The following words and phrases will have the meanings set
forth below, for purposes of this Article only. 10.2.1      Annual
Addition. Annual Addition means the sum of Deferral
Contributions, After-Tax Contributions, Roth Contributions, Matching
Contributions, and profit sharing contributions credited to the Participant
under the Plan and all other defined contribution plans maintained by
Controlled Group Members for the Limitation Year, and, if the Participant is a
Key Employee (pursuant to subsection 13.2.8) for the applicable or any prior
Limitation Year, medical benefits provided pursuant to Code section 419A(d)(1)
(Welfare Fund) for the Limitation Year. A Participants Annual Addition will not include (i) any
amounts allocated to his Rollover Account, or (ii) Deferral Contributions (and
corresponding Matching Contributions) that are in excess of the Code section 402(g)
amount and that are refunded by April 15 of the following Plan Year.  A
corrective allocation pursuant to Section 9.10 will be considered an Annual
Addition for the Limitation Year to which it relates. A Participants Annual Addition shall not exceed the
amount provided under Code Section 415(c) and the regulations issued
thereunder, including the Final 415 Regulations. 10.2.2      Compensation. Compensation shall be determined at the election
of the Administrator as an definition of Compensation that satisfies Code section
414(s) and the Treasury Regulations thereunder.  Compensation of an Employee
taken into account for purposes of determining excess Deferral Contributions
under Section 10.6 and excess Matching Contributions under Section 10.7 in any
Plan Year shall be limited as set forth in subsection 1.10.1. 10.2.3      Defined
Benefit Plan. Defined Benefit Plan means a Qualified Plan other
than a Defined Contribution Plan. 36 
       10.2.4     
Defined Contribution Plan. Defined Contribution Plan means a Qualified Plan
described in Code section 414(i).  References to a Defined Contribution Plan
shall also refer to a Welfare Fund, as appropriate under Code section 415 and
the regulations thereunder. 10.2.5      Eligible
Employee and Eligible Highly Compensated Employee. Eligible Employee and eligible Highly Compensated
Employee means an Employee eligible to become a Participant under the
provisions of Article 2. 10.2.6      Highly
Compensated Employee. Highly Compensated Employee includes any Employee
who (1) was a five percent owner of the Employer at any time during the current
Plan Year or the preceding Year, or (2) received more than $110,000 in
compensation in the preceding Plan Year (as defined in Code section 414(q)(4) and
adjusted under Code section 415(d)). 10.2.7      Includable
Compensation. Includable Compensation means the Employees
compensation in the amount reported by the Employer or any Controlled Group
Member as Wages, tips, other compensation for purposes of Internal Revenue Service
Form W-2, Box 1, or any successor method of reporting under Code section 6041(d). 10.2.8      Limitation
Year. Limitation Year means the 12 consecutive month
period used by a Qualified Plan for purposes of computing the limitations on
benefits and annual additions under Code section 415.  The Limitation Year for
this Plan is the Plan Year. 10.2.9      Maximum
Annual Addition. Maximum Annual Addition means with respect to a
Participant (except as otherwise permitted by Section 3.2.1(b) and Code section
414(v)), an Annual Addition equal to the lesser of (i) $49,000 (as adjusted for
the cost of living pursuant to Code section 415(d)) or (ii) 100% of the
Participants Includable Compensation. 10.3     
Excess Allocations. 10.3.1      Correcting
an Excess Annual Addition.  If the amount otherwise allocable to a Participant's Account would exceed the
Maximum Annual Addition (resulting from a reasonable error in estimating an
employee's Compensation or in determining the amount of After-Tax Contributions
or Deferral Contributions or other facts and circumstances acceptable to the
Internal 
       Revenue Service), the Administrator shall dispose of
the excess amount in accordance with the Employee Plans Compliance Resolution
System (EPCRS). 10.3.2      Correcting
a Multiple Plan Excess. If, in addition to this Plan, the Participant is covered
under another Defined Contribution Plan maintained by a Controlled Group Member
during the Limitation Year the Annual Addition which may be credited to a
Participants Account under this Plan for any such Limitation Year will not
exceed the Maximum Annual Addition reduced by the Annual Addition credited to a
Participants accounts under the other Defined Contribution Plans for the same
Limitation Year. 10.4     
Excess Deferral Contributions Under Code section 401(k). 10.4.1      Actual
Deferral Percentage Test - Prior Year Testing Method. Notwithstanding the provisions of Article 3, for any Plan
Year, (a)         
the actual deferral percentage (as defined in subsection 10.4.3) for the
group of eligible Highly Compensated Employees for the Plan Year shall not
exceed the actual deferral percentage for the group comprised of all other
eligible Employees for the preceding Plan Year multiplied by 1.25, or (b)         
the excess of the actual deferral percentage for the group of eligible
Highly Compensated Employees for the Plan Year over the actual deferral
percentage for the group comprised of all other eligible Employees for the
preceding Plan Year shall not exceed 2 percentage points; and the actual
deferral percentage for the group of eligible Highly Compensated Employees for
the Plan Year shall not exceed the actual deferral percentage for the group
comprised of all other eligible Employees for the preceding Plan Year
multiplied by 2. 10.4.2      Aggregation
and Disaggregation of Plans. If two or more plans which include cash or deferred
arrangements are considered as one plan for purposes of Code Sections 401(a)(4)
or 410(b), such arrangements included in such plans shall be treated as one
arrangement for the purposes of subsection 10.4.1; and if any eligible Highly
Compensated Employee is a participant under two or more cash or deferred
arrangements of the Controlled Group, all such arrangements shall be treated as
one cash or deferred arrangement for purposes of determining the deferral
percentage with respect to such eligible Highly Compensated Employee. If the
Plan benefits Employees who are covered by a collective bargaining agreement,
the portion of the Plan covering such union Employees will be treated as a
separate plan (or multiple plans for various union groups as determined by the
Administrator) for the purposes of subsection 10.4.1. 38 
       10.4.3     
Definition of Actual Deferral Percentage. For the purposes of this Section, the actual deferral
percentage for a specified group of eligible Employees for a Plan Year shall be
the average of the ratios (calculated separately for each eligible Employee in
such group) of (i) the amount of Deferral Contributions actually paid to the
Trust Fund for each such eligible employee for such Plan Year (including any excess
deferrals described in Section 3.2) to (ii) the eligible Employees
Compensation (as defined in subsection 10.2.2 for such Plan Year).  The actual
deferral percentage for an eligible Employee who makes no Deferral Contribution
during the Plan Year shall be taken into account and shall be zero. 10.4.4      Suspension
of Deferral Contributions. If at any time during a Plan Year the Administrator
determines, on the basis of estimates made from information then available,
that the limitation described in subsection 10.4.1 above will not be met for
the Plan Year, the Administrator in its discretion may reduce or suspend the
Deferral Contributions of one or more Participants who are Highly Compensated
Employees to the extent necessary (i) to enable the Plan to meet such
limitation or (ii) to reduce the amount of excess Deferral Contributions that
would otherwise be distributed pursuant to subsection 10.4.5 below. 10.4.5      Distribution
of Excess Contributions. If the actual deferral percentage test of subsection 10.4.1
is not satisfied based upon the Deferral Contributions made for the Plan Year,
the Administrator shall determine the maximum actual deferral percentage for
Highly Compensated Employees that would satisfy the test.  For all Highly
Compensated Employees whose individual actual deferral percentage exceeds such
maximum percentage, the Administrator shall calculate excess Deferral
Contributions by subtracting the product of such maximum percentage and the
Highly Compensated Employees Compensation from the Highly Compensated Employees
actual Deferral Contributions for the Plan Year.  The total of all such excess
Deferral Contribution amounts for the Plan Year shall constitute the excess
contributions under the Plan for the Plan Year.  The Administrator shall
direct the Trustee to distribute such excess contributions (adjusted for
Trust Fund earnings and losses in the manner described in subsection 4.4.3, except
that for Plan Years beginning after December 31, 2007, the Administrator will
not calculate and the Trustee will not distribute allocable income for the gap
period (i.e., the period after the close of the Plan Year in which the excess
contribution occurred and prior to the distribution)) to the extent
administratively feasible, on or before March 15th of the following Plan Year
and in no event later than the end of the following Plan Year, in accordance
with the following leveling method: (a)          The Administrator
shall reduce the Deferral Contributions for the Highly Compensated Employee with
the largest dollar amount of Deferral Contributions by the amount equal to the
lesser of the total "excess contributions" for all Highly Compensated Employees
or the dollar amount that would cause his or her Deferral Contribution dollar
amount to equal that of the 39 
  Highly Compensated Employee
with the next largest Deferral Contribution dollar amount for the Plan Year. 
The Administrator shall then reduce equally the Deferral Contributions for the
two Highly Compensated Employees with the largest Deferral Contribution dollar
amounts, and then reduce equally for the three Highly Compensated Employees
with the largest Deferral Contribution dollar amounts, and so forth, until the
sum of all such reductions equals the excess contributions for the Plan Year. (b)         
The Administrator shall thereupon direct the Trustee to refund the
amounts by which Deferral Contributions are reduced under subparagraph (a)
above (less any amount of such Deferral Contributions refunded under subsection
3.2.2) to the respective Highly Compensated Employees.  The refunds shall first
be made from Deferral Contributions not subject to Matching Contributions under
Section 3.4.  Any Matching Contributions shall be forfeited and applied to
reduce any subsequent Employer Contribution. 10.4.6      Qualified
Non-Elective Contributions. Notwithstanding the foregoing, within 12 months after the
end of the Plan Year, an Employer may make a special Qualified Non-Elective
Contribution on behalf of a class of Participants designated by the Employer in
an amount sufficient to satisfy the actual deferral percentage test set forth
in subsection 10.4.1. 10.5     
Excess Matching Contributions Under Code Section 401(m). 10.5.1      Actual
Contribution Percentage Test - Prior Year Testing Method. Notwithstanding the provisions of Article 3, for any Plan
Year, (a)         
the actual contribution percentage (as defined in subsection 10.5.3) for
the group of eligible Highly Compensated Employees for the Plan Year shall not
exceed the actual contribution percentage for the group comprised of all other
eligible Employees for the preceding Plan Year multiplied by 1.25, or (b)         
the excess of the actual contribution percentage for the group of
eligible Highly Compensated Employees for the Plan Year over the actual
contribution percentage for the group comprised of all other eligible Employees
for the preceding Plan Year shall not exceed 2 percentage points; and the
actual contribution percentage for the group of eligible Highly Compensated
Employees for the Plan Year shall not exceed the actual contribution percentage
for the group comprised of all other eligible Employees for the preceding Plan
Year multiplied by 2. 40 
       10.5.2     
Aggregation and Disaggregation of Plans. If the Plan benefits
Employees who are covered by a collective bargaining agreement, the portion of
the Plan covering such union Employees will be treated as a separate plan (or
multiple plans for various union groups as determined by the Administrator) for
the purposes of subsection 10.5.1. 10.5.3      Definition
of Actual Contribution Percentage. For the purposes of this Section, the contribution
percentage for a specified group of eligible Employees for a Plan Year shall be
the average of the ratios (calculated separately for each eligible Employee in
such group) of (i)  the sum of the After-Tax Contributions, Roth Contributions
and the Matching Contributions paid under the Plan by or on behalf of each such
eligible Employee for such Plan Year to (ii) the eligible Employees
Compensation for such Plan Year.  The contribution percentage of an eligible
Employee who makes no Deferral or After-Tax or Roth Contribution during the
Plan Year shall be taken into account and shall be zero. For purposes of determining whether the Plan satisfies the
actual contribution percentage test of Code section 401(m), the requirements of
section 401(m) of the Code and the Treasury Regulations thereunder (in
particular concerning the aggregation of plans), are incorporated herein by
this reference. 10.5.4      Treatment
of Excess Aggregate Contributions. If the contribution percentage test of subsection 10.5.1
is not satisfied based upon the After-Tax, Roth and Matching Contributions made
for the Plan Year, the Administrator shall determine the maximum contribution
percentage for Highly Compensated Employees that would satisfy the test.  For
any Highly Compensated Employee whose individual contribution percentage
exceeds such maximum percentage, the Administrator shall calculate excess After-Tax,
Roth and Matching Contributions by subtracting the product of such maximum
percentage and the Highly Compensated Employees Compensation from the After-Tax,
Roth and Matching Contributions allocated to the Highly Compensated Employees
Account for the Plan Year.  The total of all such excess Matching Contribution
amounts for the Plan Year shall constitute the excess aggregate contributions
under the Plan for the Plan Year.  The Administrator shall direct the Trustee
to distribute such excess aggregate contributions (adjusted for Trust Fund
earnings and losses in the manner described in subsection 4.4.3, except that
for Plan Years beginning after December 31, 2007, the Administrator will not
calculate and the Trustee will not distribute allocable income for the gap
period (i.e., the period after the close of the Plan Year in which the excess
aggregate contribution occurred and prior to the distribution)) to the extent
administratively feasible on or before March 15th of the following Plan Year
(and in no event later than the end of the Plan Year), in accordance with the
following leveling method: 41 
       (a)         
The Administrator shall reduce the After-Tax and Roth Contributions for
the Highly Compensated Employee with the largest dollar amount of After-Tax and
Roth Contributions by the amount equal to the lesser of the total excess
aggregate contributions for all Highly Compensated Employees or the dollar
amount that would cause his or her After-Tax and Roth Contribution dollar
amount to equal that of the Highly Compensated Employee with the next largest After-Tax
and Roth Contribution dollar amount for the Plan Year.  The Administrator shall
then reduce equally the After-Tax and Roth Contributions for the two Highly
Compensated Employees with the largest After-Tax and Roth Contribution dollar
amounts, and then reduce equally for the three Highly Compensated Employees
with the largest After-Tax and Roth Contribution dollar amounts, and so forth,
until the sum of all such reductions equals the excess aggregate contributions
for the Plan Year. (b)         
The Administrator shall thereupon direct the Trustee to distribute the
amounts by which After-Tax and Roth Contributions are reduced under
subparagraph (a) above to the respective Highly Compensated Employees. (c)         
To the extent the process described in subsection 10.5.4(a) is not
sufficient to fully correct the excess aggregation contributions for the Plan
Year, the same process will be used to reduce Matching Contributions for Highly
Compensated Employees. 10.5.5      Order
of Determinations. The determination of excess aggregate contributions under
this Section shall be made after (i) first determining the excess deferrals
under Section 3.2, and (ii) then determining the excess contributions under Section
10.4. 10.5.6      Qualified
Matching Contribution. Notwithstanding the foregoing, within 12 months after the
end of the Plan Year, an Employer may make a special Qualified Matching
Contribution on behalf of a class of Participants designated by the Employer in
an amount sufficient to satisfy the Actual Contribution Percentage test set
forth in subsection 10.5.1. 10.6     
Gap Period Income on Distributed Excess Contributions and Excess
Aggregate Contributions. This Section applies to excess contributions (as defined
in Code §401(k)(8)(B)) and excess aggregate contributions (as defined in Code
§401(m)(6)(B)).  The Plan Administrator will not calculate and distribute
allocable income for the gap period (i.e., the period after the close of the
Plan Year in which the excess contribution or excess aggregate contribution
occurred and prior to the distribution). 42 
       10.7      Plan
Termination Distribution Availability. For purposes of determining whether the Employer maintains
an alternative defined contribution plan (described in Treas. Reg. §1.401(k)-1(d)(4)(i))
that would prevent the Employer from distributing elective deferrals (and other
amounts, such as QNECs, that are subject to the distribution restrictions that
apply to elective deferrals) from a terminating 401(k) plan, an alternative defined
contribution plan does not include an employee stock ownership plan defined in
Code §§4975(e)(7) or 409(a), a simplified employee pension as defined in Code
§408(k), a SIMPLE IRA plan as defined in Code §408(p), a plan or contract that
satisfies the requirements of Code §403(b), or a plan that is described in Code
§§457(b) or (f). 43 
       11.        
PLAN LOANS 11.1     
Authorization. The Administrator is authorized to administer the loan
program, and to adopt from time to time such forms and procedures as it
considers necessary or appropriate to administer the loan program. The
Administrator may appoint an agent to administer the loan program in accordance
with the Administrators prescribed forms and procedures. 11.2     
Conditions and Limitations Plan loans made to Participants will be made on a reasonably
equivalent basis. Plan loans may be subject to conditions and limitations
adopted by the Administrator that are not inconsistent with the Plan and those
conditions and limitations within this Section 11.2.  Loans to a Participant shall
not be made from such Participants Roth Account. 11.2.1      Eligibility Employees, and other Participants who are parties in
interest within the meaning of ERISA section 3(14), who have an Account
balance, may apply for loans. A Participant may have only one outstanding loan
at any one time. 11.2.2      Maximum
Principal Amount The maximum principal amount of any loan is the lesser of
(i) fifty percent (50%) of the balance of the Participants Account, determined
on the day of the loan, minus the balance of all other loans from all other
qualified plans of the Employer, outstanding on that date, or (ii) $50,000,
minus the highest outstanding principal balance of loans from the Plan, and
from all other qualified plans of the Employer, to the Participant during the
period of one year ending on the day preceding the origination of the loan
being requested. Amounts held in a Self-Directed Brokerage Fund, if any,
will be included in the calculation of the maximum principal amount available
for a loan but may not be used as a source for a loan.  Therefore, if a
Participant has amounts in a Self-Directed Brokerage Fund, the maximum that
that Participant may borrow is the lesser of the maximum available amount
calculated according to the formula described above or the Participants
Account balance minus the portion held in the Participants Self-Directed
Brokerage Fund. 11.2.3      Minimum
Principal Amount The minimum principal amount of any loan is $1,000. 44 
       11.2.4     
Duration The repayment period of any
general purpose loan will be no more than five (5) years.  The repayment period
of any primary residence loan will be no more than ten (10) years. 11.2.5      Repayment
Method A loan will generally be repaid in substantially equal
installments by payroll deduction from each paycheck. If the Participant is not
an active Employee or if the amount of the Participants paycheck is
insufficient to make any repayment when due, the Participant must make
scheduled payments directly to the Trustee at the address provided by the
Administrator. 11.2.6      Timing
of Repayment Repayment will begin with the first payroll as soon as
administratively practicable following the loan issuance. If a Participant is granted an authorized unpaid leave of
absence as determined by the Administrator, the Participants loan payments
will be suspended for a period of up to one year upon request. When the
Participant returns to active employment with the Employer, payments will
resume through payroll deduction. The amount of each periodic payment will be
adjusted, so that the unpaid balance will continue to be paid in equal
installments in amounts sufficient to retire the entire loan indebtedness
(principal and interest) by the original maturity date of the loan. 11.2.7      Plan
Accounting The distribution of the proceeds of a loan will be charged
solely against the Participants Account, and against the various investments
within that Account (excluding a Self-Directed Brokerage Fund) on a pro rata
basis. All repayments of principal and interest will be credited solely to the
Participants Account and invested in accordance with the Participants then current
election option for new contributions (excluding elections to invest in any
Self-Directed Brokerage Fund) as determined in Section 5.2. The unpaid
principal balance of a loan will be reflected as a receivable for the
Participants Account.  The Participant will be required to pay the
administrative expenses incurred by the Trustee and the Administrator in
connection with a loan, and any such expenses not paid directly by the
Participant will be charged against the Participants Account. 11.2.8      Interest
Rate  The rate of interest charged will be a reasonable rate that provides the Plan
with a return commensurate with the interest rate charged by persons in the
business of lending money for loans which would be made under similar
circumstances. The rate will be determined in a manner prescribed in the
Administrator's loan procedures as 
       adopted from time to time.
The interest rate so determined will remain fixed throughout the duration of
the loan. 11.2.9      Security Each loan will be secured by the assignment of up to fifty
percent (50%) of the Participants Account balance.  No other security will be
required or accepted. 11.3     
Loan Default Other than for payments suspended during an authorized
unpaid leave of absence, if a Participant fails to make an installment payment
on a loan when due, and this failure continues for thirty (30) days, the loan
will be treated as in default. The Administrator will give the Participant
written notice of the right to cure the default by making up missed payments or
repaying the loan in full.  If a failure to make an installment repayment is
not cured by ninety (90) days from the date of the first missed payment, the default
will be final. The Plan is authorized to offset the entire outstanding amount
of the loan against the Participants Account at the time the Participant is
eligible for a distribution from the Plan.  If a Participant experiences a
default as described in this paragraph, that Participant will be ineligible for
any future loans from the Plan. If a distribution is required to be made under a QDRO
affecting a Participants Account, and the distribution would exceed the amount
of that Participants interest in the Plan, less the outstanding loan balance,
then the loan will be deemed to be in default and will be immediately payable. 
The Participant will have ninety (90) days to cure this default. Failure to do
so will result in the consequences outlined above, including ineligibility for
any future loans from the Plan. 11.4     
Termination of Employment A Participant will have ninety (90) days from termination
of employment to repay a loan in full (unless the Participant continues to be a
party in interest within the meaning of ERISA section 3(14), in which case
the Participant must continue to make scheduled payments directly to the
Trustee when due). If the Participant is required to and does not repay a loan
within ninety (90) days of termination, the unpaid loan balance will be treated
as a distribution paid directly to the Participant. If a Participant takes a
distribution of the Participants Account balance before repaying the
Participants loan, the distribution will consist first of the unpaid loan
balance and then of any remaining cash balance in the Participants Account.
For any amounts actually distributed in cash the Participant will continue to
have the ability to request a distribution in the form of IDACORP, Inc. stock. 11.5     
Procedure for Applying for and Accepting Loans The Administrator will establish procedures for applying for and accepting
loans, which will create a legally enforceable agreement between the Participant
and the Plan. At a minimum, by agreeing to the terms of the loan, a Participant
will make an 46 
       irrevocable agreement to repay the loan
through payroll deduction (provided the Participant is an active Employee at
that time), and will assign and grant to the Plan a security interest of up to
fifty percent (50%) of the balance of the Participants Account. 11.6     
Approval or Denial The Administrator will approve or deny loans based solely
on the basis of this Article 11. There shall be no discretion to grant or deny
a loan request. Denials shall be processed under the claims procedure rules of
the Plan listed in Section 9.8. 11.7     
Repayment in Full The entire balance of the loan may be repaid at any time,
without penalty or service fee, by certified check made payable to the Trustee,
and sent to the address provided by the Administrator. 11.8     
Tax Reporting To the extent required by section 72(p) of the Code, the
Trustee shall report, from time to time, distributions of income in connection
with loans made under this Plan. The operation of those tax rules is entirely
independent of the rules of the Plan. 11.9     
Truth in Lending This Plan shall make all disclosures required under
federal truth-in-lending regulations (Regulation Z issued by the Board of
Governors of the Federal Reserve System). 47 
       12.        
RESTRICTIONS ON DISTRIBUTIONS TO PARTICIPANTS AND BENEFICIARIES 12.1     
Priority over Other Distribution Provisions. The provisions set forth in this Article supersede any conflicting
provisions of this Plan. 12.2     
Restrictions on Distributions Prior to Severance from Employment. A Participants Deferral Contributions, Matching
Contributions, and earnings attributable to these contributions will be
distributed on account of the Participants severance from employment,
regardless of when that severance from employment occurred; however, such a
distribution shall be subject to the other provisions of the Plan regarding
distributions. 12.3     
Restrictions on Commencement of Distributions. Unless a Participant elects otherwise, distribution of the
Participants interest in his or her Accounts will begin no later than the 60th
day after the close of the Plan Year in which occurs the latest of (i) the date
on which the Participant attains age 65, (ii) the tenth anniversary of the Plan
Year in which the Participant began participation in the Plan, and (iii) the
Participants termination of employment. 12.4     
Restrictions on Delay of Distributions. Distribution of a Participants Account balance will
commence not later than April 1 of the calendar year following the later of (1)
the calendar year in which he or she attains age 70-1/2, or (2) termination of
employment with the Controlled Group.  Such Account will be distributed in a
single lump-sum, unless the Participant is eligible to and elects to make
partial withdrawals. If the Participant elects partial withdrawals, and the
entire Account balance has not been distributed by the foregoing date, and if
the partial withdrawals in each year do not equal the required mandatory
minimum distribution under Code section 401(a)(9) and applicable regulations,
then the Administrator will direct the Trustee to make such additional
distributions as are necessary to satisfy the mandatory minimum distribution
requirements of the Code. A Participant or Beneficiary who would have been required
to receive minimum required distributions for 2009 but for the enactment of
Section 401(a)(9)(H) of the Code (2009 RMDs), and who would have satisfied
that requirement by receiving distributions that are (1) equal to the 2009 RMDs
or (2) one or more payments in a series of substantially equal distributions
(that include the 2009 RMDs) made at least annually and expected to last for
the life (or life expectancy) of the Participant, the joint lives (or joint
life expectancies) of the Participant and the Participants designated
Beneficiary, or for a period of at least 10 years ("Extended 2009 RMDs"),
will not receive those distributions for 2009 unless the Participant or
Beneficiary chooses to 48 
       receive such distributions.  2009 RMDs and Extended 2009 RMDs will
also be treated as eligible rollover distributions in 2009. 12.4.1      Limitation
to Assure Benefits Payable to Beneficiaries are Incidental. Any payments to a Beneficiary must conform to the incidental
benefit rules of Code section 401(a)(9)(G) and any regulations promulgated
thereunder. 12.4.2      Restrictions
Upon Death. Upon the death of a Participant prior to the date
identified in Section 12.4, survived by a Beneficiary who is not a surviving
Spouse, the entire Account balance of the Participant shall be distributed to
the Beneficiary within five years of the death of the Participant, unless the
Beneficiary is a designated beneficiary, as provided in Subsection 7.4.3, in
which event the Account balance may be distributed as provided therein.  Prior
to the end of the five year period and if the Beneficiary is otherwise
eligible, the Beneficiary may elect to make partial withdrawals under the terms
of Article 7, provided the entire Account balance is distributed prior to the
end of the five year period. Upon the death of a Participant prior to the date
identified in Section 12.4, survived by a Beneficiary who is a surviving
Spouse, distributions of the Account balance must commence on or before the
later of  (1) December 31 of the calendar year following the calendar year in
which the Participant died, or (2) December 31 of the calendar year in which
the Participant would have attained age 70-1/2.  If the surviving Spouse is
otherwise eligible, the surviving Spouse may elect to make partial withdrawals
under the terms of Article 7, provided that after the date by which
distributions must commence as provided in this paragraph, if partial
withdrawals are less than the minimum mandatory distributions required under
Code section 401(a)(9) and applicable regulations, then the Administrator will
direct the Trustee to make such additional distributions as necessary to
satisfy the mandatory minimum distribution requirements of the Code. Upon the death of a Participant with an Account balance on
or after the date identified in Section 12.4, distribution of the Participants
Account balance to his or her Beneficiary must proceed at least as rapidly as
it would have been distributed had the Participant survived.  If the
Beneficiary is eligible for and makes partial withdrawals that are less than
the minimum mandatory distributions required under Code section 401(a)(9) and
applicable regulations, then the Administrator will direct the Trustee to make
such additional distributions as are necessary to satisfy the mandatory minimum
distribution requirements of the Code. 49 
       12.4.3     
Compliance with Regulations. The Plan will apply the
minimum distribution requirements of Code section 401(a)(9) in accordance with
the regulations under section 401(a)(9), notwithstanding any provision of the
Plan to the contrary. 12.4.4      Delayed
Payments. If the amount of a distribution required to begin on a
date determined under the applicable provisions of the Plan cannot be
ascertained by such date, or if it is not possible to make such payment on such
date because the Administrator has been unable to locate a Participant or
Beneficiary after making reasonable efforts to do so, a payment retroactive to
such date may be made no later than 60 days after the earliest date on which
the amount of such payment can be ascertained or the date on which the
Participant or Beneficiary is located (whichever is applicable). 12.4.5      5%
Owners. Notwithstanding the foregoing, a five-percent owner
Participant must commence to receive his or her Account balance not later than
April 1 of the calendar year following the calendar year in which he or she attains
age 70-1/2.  A Participant is treated as a five-percent owner for purposes of
this subsection if the Participant is a five-percent owner as defined in Code section
416(i) (determined according to section 416 but without regard to whether the
Plan is top-heavy) at any time during the Plan Year ending in the calendar year
in which the owner attains age 70-1/2. 12.5     
Restrictions in Connection with QDRO. No distribution (including but not limited to hardship
distributions, rollovers, transfers to other plans, and loans) may be made to a
Participant during the period in which the Administrator is making a
determination of whether a domestic relations order affecting the Participants
Accounts is a QDRO.  Furthermore, if the Administrator has received a written
document indicating that a QDRO affecting a Participants Accounts is being
sought, it may prohibit such Participant from commencing to receive a
distribution (or from taking a loan) until the Administrator has determined
that such distribution would not be inconsistent with any such order or that no
such order will be submitted.  If the Administrator is in receipt of a QDRO
with respect to any Participants benefits, it may prohibit such Participant
from receiving a distribution until the Alternate Payees rights under such
order are satisfied.  A domestic relations order that otherwise satisfies the
requirements for a qualified domestic relations order (QDRO) will not fail to
be a QDRO:  (i) solely because the order is issued after, or revises, another
domestic relations order or QDRO; or (ii) solely because of the time at which
the order is issued, including issuance after the annuity starting date or
after the Participants death. 50 
       13.        
TOP HEAVY PROVISIONS 13.1     
Priority over Other Plan Provisions. If the Plan is or becomes a Top-Heavy Plan in any Plan
Year, the provisions of this Article will supersede any conflicting provisions
of the Plan.  However, the provisions of this Article will not operate to
increase the rights or benefits of Participants under the Plan except to the
extent required by Code section 416 and other provisions of law applicable to
Top Heavy Plans. 13.2     
Definitions Used in this Article. The following words and phrases will have the meanings set
forth below for purposes of this Article only. 13.2.1      Defined
Benefit Dollar Limitation Defined Benefit Dollar Limitation means $195,000
(or such larger amount as is determined by the Secretary of the Treasury in
accordance with Code section 415(d)(1)). 13.2.2      Defined
Benefit Plan Defined Benefit Plan means the Qualified Plan
described in subsection 10.2.3. 13.2.3      Defined
Contribution Dollar Limitation Defined Contribution Dollar Limitation means $49,000
(or such larger amount as is determined by the Secretary of Treasury in
accordance with Code section 415(d)(1)). 13.2.4      Defined
Contribution Plan Defined Contribution Plan means the Qualified
Plan described in subsection 10.2.4. 13.2.5      Determination
Date Determination Date means for the first Plan Year
of the Plan the last day of the Plan Year and for any subsequent Plan Year the
last day of the preceding Plan Year. 13.2.6      Determination
Period Determination Period means the Plan Year
containing the Determination Date, and the prior Plan Year, except that, with
respect to any distribution made for a reason other than separation from
service, death, or disability, the Determination Period shall include the Plan
Year containing the Determination Date and the previous five (5) Plan Years. 51 
       13.2.7     
Includable Compensation Includable Compensation
means the compensation described in subsection 10.2.7, limited as set forth in
subsection 1.10.1. 13.2.8      Key
Employee Key Employee means any employee or former
employee (including any deceased employee) who at any time during the Plan Year
that includes the Determination Date was an officer of a Controlled Group
Member having Compensation greater than $150,000 (as adjusted under Code
section 416(i)(1)), a 5-percent owner of a Controlled Group Member, or a 1-percent
owner of a Controlled Group Member having Compensation of more than $150,000. 
The determination of who is a Key Employee will be made in accordance with Code
section 416(i)(1) and the applicable regulations and other guidance of general
applicability issued thereunder. 13.2.9      Minimum
Allocation Minimum Allocation means the allocation described
in the first sentence of subsection 13.3.1. 13.2.10   Permissive
Aggregation Group Permissive Aggregation Group means the Required
Aggregation Group of Qualified Plans plus any other Qualified Plan or Qualified
Plans of a Controlled Group Member which, when considered as a group with the
Required Aggregation Group, would continue to satisfy the requirements of Code Sections
401(a)(4) and 410. 13.2.11   Present Value Present Value means present value based only on
the interest and mortality rates specified in a Defined Benefit Plan. 13.2.12   Required Aggregation
Group Required Aggregation Group means the group of
plans consisting of (i) each Qualified Plan of a Controlled Group Member in
which at least one Key Employee participates or participated at any time during
the Determination Period (regardless of whether the Qualified Plan has
terminated) and (ii) any other Qualified Plan of a Controlled Group Member which
enables a Qualified Plan to meet the requirements of Code Sections 401(a)(4) or
410. 13.2.13   Top-Heavy Plan  Top-Heavy Plan means the Plan for any Plan Year
in which any of the following conditions exists: (i) if the Top-Heavy Ratio for
the Plan exceeds 60% and the Plan is not a part of any Required Aggregation
Group or Permissive Aggregation Group of Qualified Plans; (ii) if the Plan is a
part of a Required Aggregation Group but not part of a Permissive Aggregation
Group of Qualified Plans and the Top-Heavy Ratio for the Required Aggregation
Group exceeds 60%; or (iii) if the Plan is a part of a Required Aggregation
Group and part of 
       a Permissive Aggregation Group of Qualified Plans and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds 60%. 13.2.14   Top-Heavy Ratio Top-Heavy Ratio means a fraction, the numerator
of which is the sum of the Present Value of accrued benefits and the account
balances (as required by Code section 416) of all Key Employees with respect to
such Qualified Plans as of the Determination Date (including any part of any
accrued benefit or Account balance distributed during the appropriate
Determination Period as determined in accordance with Section 13.2.6), and the
denominator of which is the sum of the Present Value of the accrued benefits
and the account balances (including any part of any accrued benefit or Account
balance distributed during the appropriate Determination Period as determined
in accordance with Section 13.2.6) of all Employees with respect to such
Qualified Plans as of the Determination Date.  The value of account balances
and the Present Value of accrued benefits will be determined as of the most
recent Top-Heavy Valuation Date that falls within or ends with the 12 month
period ending on the Determination Date, except as provided in Code section 416
for the first and second Plan Years of a Defined Benefit Plan.  The account
balances and accrued benefits of a participant who is not a Key Employee but
who was a Key Employee in a prior year will be disregarded.  The calculation of
the Top-Heavy Ratio, and the extent to which distributions, rollovers,
transfers and contributions unpaid as of the Determination Date are taken into
account will be made in accordance with Code section 416.  Employee
contributions described in Code section 219(e)(2) will not be taken into
account for purposes of computing the Top-Heavy Ratio.  When aggregating plans,
the value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year. 
The accrued benefit of any Employee other than a Key Employee will be
determined under the method, if any, that uniformly applies for accrual
purposes under all Qualified Plans maintained by all Controlled Group Members
and included in a Required Aggregation Group or a Permissive Aggregation Group
or, if there is no such method, as if the benefit accrued not more rapidly than
the slowest accrual rate permitted under the fractional accrual rate of Code section
411(b)(1)(C).  Notwithstanding the foregoing, the account balances and accrued
benefits of any Employee who has not performed services for an employer
maintaining any of the aggregated plans during the one-year period ending on
the Determination Date will not be taken into account for purposes of this
section. 13.2.15   Top-Heavy Valuation
Date Top-Heavy Valuation Date means the last day of each Plan
Year. 53 
       13.3      Minimum
Allocation. 13.3.1      Calculation
of Minimum Allocation. For any Plan Year in which the Plan is a Top-Heavy Plan,
each Participant who is not a Key Employee will receive an allocation of
Employer contributions and forfeitures of not less than the lesser of 3% of his
or her Includable Compensation for such Plan Year or, if the Controlled Group
Members maintain no Defined Benefit Plan which covers a Participant in this
Plan, the percentage of Includable Compensation that equals the largest
percentage of Employer contributions and forfeitures allocated to a Key
Employee expressed as a percentage of the first $160,000 (or such other amount
as is determined by the Secretary under Code section 401(a)(17) to be in effect
for that year) of Includable Compensation received by such Key Employee in that
Plan Year.  The Minimum Allocation applies even though under other Plan
provisions the Participant would not otherwise be entitled to receive an
allocation, or would have received a lesser allocation for the Plan Year
because (i) the non Key Employee fails to make mandatory contributions to the
Plan, (ii) the non Key Employees Compensation is less than a stated amount, or
(iii) the non Key Employee fails to complete 3 months of service in the Plan
Year.  Matching Contributions shall be taken into account for purposes of
satisfying the Minimum Allocation requirements of Code section 416(c)(2) and
the Plan.  Matching Contributions that are used to satisfy the Minimum
Allocation requirements shall be treated as Matching Contributions for purposes
of the actual contribution test of Section 10.7 and applicable provisions of
Code section 401(m). 13.3.2      Limitation
on Minimum Allocation. No Minimum Allocation will be provided pursuant to subsection
13.3.1 to a Participant who is not employed by a Controlled Group Member on the
last day of the Plan Year. 13.3.3      Minimum
Allocation When Participant is Covered by Another Qualified Plan.   If a Controlled Group Member maintains one or more other Defined Contribution
Plans covering Employees who are Participants in this Plan, the Minimum
Allocation will be provided under this Plan, unless such other Defined
Contribution Plans make explicit reference to this Plan and provide that the
Minimum Allocation will not be provided under this Plan, in which case the
provisions of subsection 13.3.1 will not apply to any Participant covered under
such other Defined Contribution Plans.  If a Controlled Group Member
maintains one or more Defined Benefit Plans covering Employees who are
Participants in this Plan, and such Defined Benefit Plans provide that Employees
who are participants therein will accrue the minimum benefit applicable to top
heavy Defined Benefit Plans notwithstanding their participation in this Plan
(making explicit reference to this Plan), then the provisions of subsection
13.3.1 will not apply to any Participant covered under such Defined Benefit
Plans.  If a Controlled Group Member maintains one or more Defined Benefit
Plans covering Employees who are Participants in this Plan, and the provisions
of the preceding sentence do not apply, then each Participant  54 
     who is not a Key Employee and who is covered by such Defined Benefit Plans will
receive a Minimum Allocation determined by applying the provisions of
subsection 13.3.1 with the substitution of 5% in each place that 3% occurs
therein. 13.4     
Modification of Aggregate Benefit Limit. 13.4.1      Modification. Subject to the provisions of subsection 13.4.2, in any
Plan Year in which the Top Heavy Ratio exceeds 60%, the aggregate benefit limit
described in Article 10 will be modified by substituting 100% for 125% in
subsections 10.2.3 and 10.2.4. 13.4.2      Exception. The modification of the aggregate benefit limit described
in subsection 13.4.1 will not be required if the Top-Heavy Ratio does not
exceed 90% and one of the following conditions is met:  (i) Employees who are
not Key Employees do not participate in both a Defined Benefit Plan and a Defined
Contribution Plan which are in the Required Aggregation Group, and the Minimum
Allocation requirements of subsection 13.3.1 are met when such requirements are
applied with the substitution of 4% for 3%; (ii) the Minimum Allocation
requirements of subsection 13.3.3 are met when such requirements are applied
with the substitution of 7 1/2% for 5%; or (iii) Employees who are not Key
Employees accrue a benefit for such Plan Year of not less than 3% of their
average Includable Compensation for the five consecutive Plan Years in which
they had the highest Includable Compensation (not to exceed a total such
benefit of 30%), expressed as a life annuity commencing at the Participants
normal retirement age in a Defined Benefit Plan which is in the Required
Aggregation Group. 55 
       14.        
PARTICIPATING EMPLOYERS 14.1     
Adoption Procedure. Notwithstanding anything herein to the contrary, with the
consent of the Company, any Controlled Group Member may adopt this Plan and all
of the provisions hereof, and participate herein and be known as a
Participating Employer.  The following are the Participating Employers: Idaho Power Company
 Ida West Energy Company
 IDACORP Financial Services, Inc.  14.2     
Single Plan Status; Maintenance of Assets and Records. It is intended that the Plan constitute a single Plan
within the meaning of Treas. Reg. section 1.414(l)-1(b)(1).  Accordingly, the
Trustee may, but shall not be required to, commingle, hold and invest as one
Trust Fund all contributions made by Employers, as well as all increments thereon. 
However, the assets of the Plan shall be available at all times to pay benefits
to all Participants and Beneficiaries under the Plan without regard to the
Employer who contributed such assets. 14.3     
Designation of Agent. Each Participating Employer shall be deemed to be a party
to this Plan; provided, however, that with respect to all of its relations with
the Trustee and Administrator for the purpose of this Plan and with respect to
any amendment or termination of the Plan, each Participating Employer shall be
deemed to have designated irrevocably Idaho Power Company as its agent.  Unless
the context of the Plan clearly indicates the contrary, the word Employer
shall be deemed to include each Participating Employer as related to its
adoption of the Plan. 14.4     
Employee Transfers. It is anticipated that an Employee may be transferred
between Participating Employers, and in the event of any such transfer, the
Employee involved shall carry with him or her accumulated service and
eligibility.  No such transfer shall effect a termination of employment
hereunder, and the Participating Employer to which the Employee is transferred
shall thereupon become obligated hereunder with respect to such Employee in the
same manner as was the Participating Employer from whom the Employee was
transferred. 14.5     
Discontinuance of Participation. Any Participating Employer shall be permitted to discontinue or revoke its
participation in the Plan, but only with the consent of the Company.  At
the time of any such discontinuance or revocation, satisfactory evidence thereof
and of any applicable conditions imposed shall be delivered to the
Administrator.  The Administrator shall 56 
  thereafter direct the transfer of
all Trust Fund assets allocable to the Participants of such Participating
Employer to such new Trustee as shall have been designated by such
Participating Employer, in the event that it has established a separate pension
plan for its Employees, provided however, that no such transfer shall be made
if the result is the elimination or reduction of any Code section 411(d)(6)
protected benefits.  If no successor is designated, the Trustee shall retain
such assets for the Employees of said Participating Employer pursuant to the
provisions of this Plan.  In no such event shall any part of the corpus or
income of the Trust as it relates to such Participating Employer be used for or
diverted to purposes other than for the exclusive benefit of the Employees of
such Participating Employer.  A discontinuance or revocation of an Employers
participation in the Plan shall not, by itself, constitute a termination of
employment with the Controlled Group for any Employee of such Employer. 14.6     
Administrators Authority. The Administrator shall have authority to make any and all
necessary rules or regulations, binding upon all Participating Employers and
all Participants, to effectuate the purpose of this Article. 57 
       15.        
AMENDMENT OF THE PLAN 15.1     
Right of Company to Amend Plan. The Company reserves the right to amend the Plan in whole
or in part at any time and from time to time to the extent it may deem
advisable or appropriate, provided that:  (i) no amendment will increase the
duties or liabilities of the Trustee without its written consent; (ii) no
amendment will cause a reversion of Plan assets to the Employers not otherwise
permitted under the Plan; (iii) no amendment will have the effect of reducing
the percentage of the vested and nonforfeitable interest of any Participant in
his or her Accounts nor will the vesting provisions of the Plan be amended
unless each Participant with at least three Years of Service (including Years
of Service disregarded pursuant to the reemployment provisions herein) is
permitted to elect to continue to have the prior vesting provisions apply,
within 60 days after the latest of the date on which the amendment is adopted,
the date on which the amendment is effective and the date on which the
Participant is issued written notice of the amendment; and (iv) no amendment
will be effective to the extent that it has the effect of decreasing a Participants
Account balance or eliminating an optional form of distribution as it applies
to an existing Account balance, except as may be permitted by Treasury
regulations. 15.2     
Amendment Procedure. Any amendment to the Plan will be evidenced in writing and
made either by action of the Board, or by the Company acting in accordance with
any procedure authorized by the Board.  Upon execution of the instrument of
amendment by an officer of the Company, the Plan shall be deemed amended as of
the effective date specified in such instrument.  If no effective date is
specified, the effective date shall be the date of execution of such
instrument.  The effective date may be before, on or after the date of
execution and before, on or after the date of any action taken with respect to
such amendment. 15.3     
Effect on Employers. Unless an amendment expressly provides otherwise, all
Employers will be bound by any amendment to the Plan. 58 
       16.        
TERMINATION, PARTIAL TERMINATION AND COMPLETE DISCONTINUANCE OF
CONTRIBUTIONS 16.1     
Continuance of Plan. The Employers expect to continue the Plan indefinitely,
but they do not assume an individual or collective contractual obligation to do
so, and the right is reserved to the Company to terminate the Plan or to
completely discontinue contributions thereto at any time.  In addition, subject
to the remaining provisions of this Article, any Employer at any time may
discontinue its participation in the Plan with respect to its Employees. 16.2     
Disposition of the Trust Fund. If the Plan is terminated, or if there is a complete
discontinuance of contributions to the Plan, the Administrator will instruct
the Trustee either (i) to continue to administer the Plan and pay benefits in
accordance with the Plan until the Trust Fund has been depleted, or (ii) to
distribute the assets remaining in the Trust Fund.  If the Trust Fund is to be
distributed, the Administrator will make, after deducting estimated expenses
for termination of the Trust Fund and distribution of its assets, the
allocations required under the Plan as though the date of completion of the
Trust Fund termination were a Valuation Date.  The Trustee will distribute to
each Participant the amount credited to his or her Account as of the date of
completion of the Trust Fund termination. 16.3     
Withdrawal by a Participating Employer. See Section 13.5 for requirements for withdrawal by a
Participating Employer. 16.4     
Procedure for Termination. Any termination of the Plan shall be evidenced in writing
and made either by action of the Board, or by the Company acting in accordance
with any procedure authorized by the Board.  Upon execution of the instrument
of termination by the Company, the Plan shall be deemed terminated as of the
effective date specified in such instrument.  If no effective date is
specified, the effective date shall be the date of execution of such
instrument.  The effective date may be before, on or after the date of
execution and before, on or after the date of any action taken by the Board
with respect to such termination. 59 
       17.        
MISCELLANEOUS 17.1     
Reversion Prohibited. 17.1.1      General
Rule. Except as specifically provided otherwise herein, it will
be impossible for any part of the Trust Fund either (i) to be used for or
diverted to purposes other than those which are for the exclusive benefit of
Participants and their Beneficiaries (except for the payment of taxes and
administrative expenses) or (ii) to revert to a Controlled Group Member. 17.1.2      Disallowed
Deductions. Each contribution of the Employers under the Plan is
expressly conditioned upon the deductibility of the contribution under Code section
404.  If all or part of an Employers contribution is disallowed as a deduction
under Code section 404, such disallowed amount (reduced by any Trust Fund
losses attributable thereto) may be returned by the Trustee to the Employer
with respect to which the deduction was disallowed (upon the direction of the
Administrator) within one year after the disallowance. 17.1.3      Mistaken
Contributions. If a contribution is made by an Employer by reason of a
mistake of fact, then so much of the contribution as was made as a result of
the mistake (reduced by any Trust Fund losses attributable thereto) may be
returned by the Trustee to the Employer (upon direction of the Administrator)
within one year after the mistaken contribution was made. 17.2     
Merger, Consolidation or Transfer of Assets. There will be no merger or consolidation of all or any
part of the Plan with, or transfer of the assets or liabilities of all or any
part of the Plan to, any other Qualified Plan unless each Participant who
remains a Participant hereunder and each Participant who becomes a participant
in the other Qualified Plan would receive a benefit immediately after the
merger, consolidation or transfer (determined as if the other Qualified Plan
and the Plan were then terminated) which is equal to or greater than the
benefit they would have been entitled to receive under the Plan immediately
before the merger, consolidation or transfer if the Plan had then terminated. 17.3     
Spendthrift Clause. The rights of any Participant or Beneficiary to and in any benefits under the
Plan will not be subject to assignment or alienation, and no Participant or
Beneficiary will have the power to assign, transfer or dispose of such rights,
nor will any such rights to benefits be subject to attachment, execution,
garnishment, sequestration, the laws of bankruptcy or any other legal or
equitable process.  Notwithstanding the foregoing, the 60 
  Administrator
and Trustee shall honor a QDRO and may distribute amounts from the Plan to an
Alternate Payee described in any such order in accordance with the terms of the
order and prior to the earliest retirement date specified in section 414(p)(4)(B)
of the Code.  The Administrator shall establish procedures to determine the
qualified status of domestic relations orders and to administer the provisions
of, and distributions under, such orders in accordance with section 414(p) of
the Code. 17.4     
Rights of Participants. Participation in the Plan will not give any Participant
the right to be retained in the employ of a Controlled Group Member or any right
or interest in the Plan or the Trust Fund except as expressly provided herein. 17.5     
Headings. Headings of Articles, Sections and subsections as used
herein are inserted solely for convenience and reference and constitute no part
of the Plan. 17.6     
Governing Law. The Plan will be construed and governed in all respects in
accordance with applicable federal law and, to the extent not preempted by such
federal law, in accordance with the laws of the State of Idaho applicable to
contracts to be performed entirely within that State. Executed this  31st  day of December , 2009. Idaho
Power Company    By/s/Luci
McDonald Luci McDonald Vice
President, Human Resources 61