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**Exhibit 10.26**

**IDACORP, INC**.**2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN**

**Article 1.         Establishment,Purpose and Duration**

1.1      Establishment of the Plan. IDACORP, Inc., an Idaho corporation(hereinafter referred to as the "Company"), hereby establishes anincentive and compensation plan for officers, key employees and directors, tobe known as the "IDACORP, Inc. 2000 Long-Term Incentive and CompensationPlan" (hereinafter referred to as the "Plan"), as set forth inthis document.  The Plan permits the grant of nonqualified stock options(NQSO), incentive stock options (ISO), stock appreciation rights (SAR),restricted stock, restricted stock units, performance units, performance sharesand other awards.

The Plan shall becomeeffective when approved by the shareholders at the 2000 Annual Meeting ofShareholders (the "Effective Date") and shall remain in effect asprovided in Section 

1.3 herein.

1.2      Purpose of the Plan. The purpose of the Plan is to promote thesuccess and enhance the value of the Company by linking the personal interestsof Participants to those of Company shareholders and customers.

The Plan is furtherintended to provide flexibility to the Company in its ability to motivate,attract and retain the services of Participants upon whose judgment, interestand special effort the successful conduct of its operations is largelydependent.

1.3      Duration of the Plan. The Plan shall commence on the EffectiveDate, as described in Section 1.1 herein, and shall remain in effect, subjectto the right of the Board of Directors to terminate the Plan at any timepursuant to Article 14 herein, until all Shares subject to it shall have beenpurchased or acquired according to the Plan's provisions.

**Article 2.         Definitions**

Wheneverused in the Plan, the following terms shall have the meanings set forth belowand, when such meaning is intended, the initial letter of the word iscapitalized:

2.1      Award means, individually or collectively, a grant under the Planof NQSOs, ISOs, SARs, Restricted Stock, Restricted Stock Units, PerformanceUnits, Performance Shares or any other type of award permitted under Article 10of the Plan.

2.2       Award Agreement means anagreement entered into by each Participant and the Company, setting forth theterms and provisions applicable to an Award granted to a Participant under thePlan.

2.3       Base Value of an SARshall have the meaning set forth in Section 7.1 herein.

2.4       Board or Board ofDirectors means the Board of Directors of the Company.

 

 

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2.5       Change in Control meansthe earliest of the following to occur:

            (a) any Person,excluding (i) the Company or any Subsidiary, (ii) a corporation or other entityowned, directly or indirectly, by the stockholders of the Company immediatelyprior to the transaction in substantially the same proportions as theirownership of stock of the Company, (iii) an employee benefit plan (or relatedtrust) sponsored or maintained by the Company or any Subsidiary or (iv) anunderwriter temporarily holding securities pursuant to an offering of suchsecurities ("Change in Control Person") is the beneficial owner (asdefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20%or more of the combined voting power of the then outstanding voting securitieseligible to vote generally in the election of directors of the Company;provided, however, that no Change in Control will be deemed to have occurred asa result of a change in ownership percentage resulting solely from anacquisition of securities by the Company;

                                               (b) consummation of a merger, consolidation,reorganization or share exchange, or sale of all or substantially all of theassets, of the Company or Idaho Power Company (a "QualifyingTransaction"), unless, immediately following such Qualifying Transaction,all of the following have occurred: (i) all or substantially all of thebeneficial owners of the Company immediately prior to such QualifyingTransaction beneficially own in substantially the same proportions, directly orindirectly, more than 50% of the combined voting power of the then outstandingvoting securities entitled to vote generally in the election of directors ofthe corporation or other entity resulting from such Qualifying Transaction(including, without limitation, a corporation or other entity which, as aresult of such transaction, owns the Company or all or substantially all of theCompany's assets either directly or through one or more subsidiaries) (as thecase may be, the "Successor Entity"), (ii) no Change in ControlPerson is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act),directly or indirectly, of  20% or more of the combined voting power of thethen outstanding voting securities eligible to vote generally in the electionof directors of the Successor Entity and (iii) at least a majority of the membersof the board of directors of the Successor Entity are Incumbent Directors;

(c) a complete liquidation ordissolution of the Company or Idaho Power Company; or

(d) within a24-month period, individuals who were directors of the Board immediately beforesuch period ("Incumbent Directors") cease to constitute at least amajority of the directors of the Board; provided, however, that any directorwho was not a director of the Board at the beginning of such period shall bedeemed to be an Incumbent Director if the election or nomination for electionof such director was approved by the vote of at least two-thirds of thedirectors of the Board then still in office (i) who were in office at thebeginning of the 24-month period or (ii) whose election or nomination forelection was so approved, in each case, unless such individual was elected ornominated as a result of an actual or threatened election contest or as aresult of an actual or threatened solicitation of proxies or consents by or onbehalf of any Change in Control Person other than the Board.

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For avoidance of doubt, transactions forthe purpose of dividing Idaho Power Company's assets into separatedistribution, transmission or generation entities or such other entities as theCompany or Idaho Power Company may determine shall not constitute a Change inControl unless so determined by the Board.

2.6       Codemeans the Internal Revenue Code of 1986, as amended from time to time.

2.7      Committee means the committee, as specified in Article 3,appointed by the Board to administer the Plan with respect to Awards.

2.8      Company means IDACORP, Inc., an Idaho corporation, or anysuccessor thereto as provided in Article 16 herein.

2.9      Covered Employee means any Participant who would be considered a"covered employee" for purposes of Section 162(m) of the Code.

2.10    Director means any individual who is a member of the Board ofDirectors of the Company.

2.11    Disability means the continuous inability of an Employee because ofillness or injury to engage in any occupation or employment for wage or profitwith the Company or any other employer (including self-employment) for which heis reasonably qualified by education, training or experience.  An Employee willnot be considered disabled during any period unless he is under the regularcare and attendance of a duly qualified physician.

2.12     DividendEquivalent means, with respect to Shares subject to an Award, a right to bepaid an amount equal to dividends declared on an equal number of outstandingShares.

2.13    Eligible Person means an individual who is eligible to participatein the Plan, as set forth in Section 5.1 herein.

2.14     Employeemeans an individual who is paid on the payroll of the Company or of theCompany's Subsidiaries, who is not covered by any collective bargainingagreement to which the Company or any of its Subsidiaries is a party, and isclassified in the payroll system as a regular full-time, part-time or temporaryemployee.  For purposes of the Plan, transfer of employment of a Participantbetween the Company and any one of its Subsidiaries (or between Subsidiaries)shall not be deemed a termination of employment.

2.15     ExchangeAct means the Securities Exchange Act of 1934, as amended from time totime, or any successor act thereto.

2.16     Exercise Period means theperiod during which an SAR or Option is exercisable, as set forth in therelated Award Agreement.

2.17     FairMarket Value means the fair market value of a Share as determined in goodfaith by the Committee or pursuant to a procedure specified in good faith bythe Committee; provided, however, that if the Committee has not specifiedotherwise, Fair Market Value shall mean the closing price of a Share asreported in the consolidated transaction reporting system, or, if there was nosuch sale on the relevant date, then on the last previous day on which a salewas reported.

2.18     FreestandingSAR means an SAR that is not a Tandem SAR.

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2.19     IncentiveStock Option or ISO means an option to purchase Shares, grantedunder Article 6 herein, which is designated as an Incentive Stock Option andsatisfies the requirements of Section 422 of the Code.

2.20     NonqualifiedStock Option or NQSO means an option to purchase Shares, grantedunder Article 6 herein, which is not intended to be an Incentive Stock Optionunder Section 422 of the Code.

2.21     Optionmeans an Incentive Stock Option or a Nonqualified Stock Option.

2.22     OptionExercise Price means the price at which a Share may be purchased by aParticipant pursuant to an Option, as determined by the Committee and set forthin the Option Award Agreement.

2.23    Participant means an Eligible Person who has outstanding an Awardgranted under the Plan.

2.24    Performance Goals  means the performance goals established by theCommittee, which shall be based on one or more of the following measures: sales or revenues, earnings per share, shareholder return and/or value, fundsfrom operations, operating income, gross income, net income, cash flow, returnon equity, return on capital, earnings before interest, operating ratios, stockprice, customer satisfaction, accomplishment of mergers, acquisitions,dispositions or similar extraordinary business transactions, profit returns andmargins, financial return ratios, budget achievement, performance againstbudget, and/or market performance.  Performance goals may be measured solely ona corporate, subsidiary or business unit basis, or a combination thereof.Performance goals may reflect absolute entity performance or a relativecomparison of entity performance to the performance of a peer group of entitiesor other external measure.

2.25     PerformancePeriod means the time period during which Performance Unit/PerformanceShare Performance Goals must be met.

2.26     Performance Share meansan Award described in Article 9 herein.

2.27     Performance Unit meansan Award described in Article 9 herein.

2.28     Period ofRestriction means the period during which the transfer of Restricted Stock orRestricted Stock Units is limited in some way, as provided in Article 8 herein.

2.29     Personshall have the meaning ascribed to such term in Section 3(a)(9) of the ExchangeAct, as used in Sections 13(d) and 14(d) thereof, including usage in thedefinition of a "group" in Section 13(d) thereof.

2.30     Planmeans the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, asamended from time to time.

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2.31     QualifiedRestricted Stock  means an Award of Restricted Stock designated asQualified Restricted Stock by the Committee at the time of grant and intendedto qualify for the exemption from the limitation on deductibility imposed bySection 162(m) of the Code that is set forth in Section 162(m)(4)(C).

2.32     QualifiedRestricted Stock Unit means an Award of Restricted Stock Units designatedas Qualified Restricted Stock Units by the Committee at the time of grant andintended to qualify for the exemption from the limitation on deductibilityimposed by Section 162(m) of the Code that is set forth in Section162(m)(4)(C).

2.33     RestrictedStock means an Award described in Article 8 herein.

2.34     RestrictedStock Unit means an Award described in Article 8 herein.

2.35     Retirementmeans a Participant's Separation from Service if (i) the Participant is age 55or older at the time of the Separation from Service and (ii) the Committeedetermines that the Separation from Service constitutes Retirement for purposesof the Participant's Award.

2.36     SecuritiesAct means the Securities Act of 1933, as amended.

2.37     Separationfrom Service means "separation from service" as that term is usedin Section 409A(a)(2)(A)(i) of the Code.

2.38     Shares means theshares of common stock, no par value, of the Company.

 

2.39    Stock Appreciation Right or SAR means a right, granted aloneor in connection with a related Option, designated as an SAR, to receive a paymenton the day the right is exercised, pursuant to the terms of Article 7 herein.Each SAR shall be denominated in terms of one Share.

2.40    Subsidiary  means any corporation (other than the Company) in anunbroken chain of corporations beginning with the Company if each of thecorporations other than the last corporation in the unbroken chain owns stockpossessing 50 percent or more of the total combined voting power of all classesof stock in one of the other corporations in such chain.

2.41    Tandem SAR means an SAR that is granted in connection with a relatedOption, the exercise of which shall require forfeiture of the right to purchasea Share under the related Option (and when a Share is purchased under theOption, the Tandem SAR shall be similarly canceled).

**Article 3.         Administration**

3.1       TheCommittee. The Plan shall be administered by the Compensation Committee orsuch other committee (the "Committee") as the Board of Directorsshall select consisting solely of two or more members of the Board.  Themembers of the Committee shall be appointed from time to time by, and shallserve at the discretion of, the Board of Directors.

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3.2       Authorityof the Committee. The Committee shall have full power except as limited bylaw, the Articles of Incorporation or the Bylaws of the Company, subject tosuch other restricting limitations or directions as may be imposed by the Boardand subject to the provisions herein, to determine the Eligible Persons toreceive Awards; to determine the size and types of Awards; to determine theterms and conditions of such Awards; to construe and interpret the Plan and anyagreement or instrument entered into under the Plan; to establish, amend orwaive rules and regulations for the Plan's administration; and (subject to theprovisions of Article 14 herein) to amend the terms and conditions of anyoutstanding Award.  Further, the Committee shall make all other determinationswhich may be necessary or advisable for the administration of the Plan.  Aspermitted by law, the Committee may delegate its authorities as identifiedhereunder.

3.3       Restrictionson Distribution of Shares and Share Transferability. Notwithstanding anyother provision of the Plan, the Company shall have no liability to deliver anyShares or benefits under the Plan unless such delivery would comply with allapplicable laws (including, without limitation, the Securities Act) andapplicable requirements of any securities exchange or similar entity and unlessthe Participant's tax obligations have been satisfied as set forth in Article15.  The Committee may impose such restrictions on any Shares acquired pursuantto Awards under the Plan as it may deem advisable, including, withoutlimitation, restrictions to comply with applicable Federal securities laws,with the requirements of any stock exchange or market upon which such Sharesare then listed and/or traded and with any blue sky or state securities lawsapplicable to such Shares.

3.4       DecisionsBinding. All determinations and decisions (including, without limitation,all interpretations) made by the Committee pursuant to the provisions of thePlan and all related orders or resolutions of the Board shall be final,conclusive and binding on all persons, including the Company, its shareholders,Eligible Persons, Employees, Participants and their estates and beneficiaries.

3.5       Costs.The Company shall pay all costs of administration of the Plan.

**Article 4.**        **SharesSubject to the Plan**

4.1       Number of Shares.Subject to Section 4.2 herein, the maximum number of Shares 

available for grant under the Planshall be 3,100,000.  Shares underlying lapsed or forfeited Awards, or Awardsthat are not paid in Shares, may be reused for other Awards.  If the OptionExercise Price is satisfied by tendering Shares, only the number of Sharesissued net of the Shares tendered shall be deemed issued under the Plan,provided, however, that, as long as the Shares are listed on the New York StockExchange, this sentence shall only be operative for ten years following thedate the Plan is last approved by stockholders in a manner that constitutesstockholder approval for purposes of New York Stock Exchange listingstandards.  Shares granted pursuant to the Plan may be (i) authorized butunissued Shares of common stock, (ii) treasury shares or (iii) Shares purchasedon the open market.

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4.2       Adjustmentsin Authorized Shares and Awards. In the event of any equity restructuring(within the meaning of Financial Accounting Standards No. 123R), such as astock dividend, stock split, spinoff, rights offering or recapitalizationthrough a large, nonrecurring cash dividend, the Committee shall cause anequitable adjustment to be made (i) in the number and kind of Shares that maybe delivered under the Plan, (ii) in the individual limitations set forth inSection 4.3 and (iii) with respect to outstanding Awards, in the number andkind of Shares subject to outstanding Awards, the Option Exercise Price, BaseValue or other price of Shares subject to outstanding Awards, any performanceconditions relating to Shares, the market price of Shares, or per-Shareresults, and other terms and conditions of outstanding Awards, in the case of(i), (ii) and (iii) to prevent dilution or enlargement of rights. In the eventof any other change in corporate capitalization, such as a merger,consolidation or liquidation, the Committee may, in its sole discretion, causean equitable adjustment as described in the foregoing sentence to be made, toprevent dilution or enlargement of rights. The number of Shares subject to anyAward shall always be rounded down to a whole number when adjustments are madepursuant to this Section 4.2.  Adjustments made by the Committee pursuant tothis Section 4.2 shall be final, binding and conclusive.

4.3       IndividualLimitations. Subject to Section 4.2 above, (i) the total number of Shareswith respect to which Options or SARs may be granted in any calendar year toany Covered Employee shall not exceed 250,000 Shares; (ii) the total number ofQualified Restricted Stock Shares or Qualified Restricted Stock Units that maybe granted in any calendar year to any Covered Employee shall not exceed250,000 Shares or Units, as the case may be; (iii) the total number ofPerformance Shares or Performance Units that may be granted in any calendaryear to any Covered Employee shall not exceed 250,000 Shares or Units, as thecase may be; (iv) the total number of Shares that are intended to qualify asperformance-based compensation under Section 162(m) of the Code grantedpursuant to Article 10 herein in any calendar year to any Covered Employeeshall not exceed 250,000 Shares; (v) the total cash Award that is intended toqualify as performance-based compensation under Section 162(m) of the Code thatmay be paid pursuant to Article 10 herein in any calendar year to any CoveredEmployee shall not exceed $500,000; and (vi) the aggregate amount of DividendEquivalents that are intended to qualify as performance-based compensationunder Section 162(m) of the Code that a Covered Employee may receive in anycalendar year shall not exceed $1,000,000.

4.4       Direct Registration. Except as provided in Section 8.4 herein, Shares issued pursuant to the Planwill be recorded in the Participant’s direct registration account and a directregistration statement will be issued to the Participant, unless theParticipant specifically requests a stock certificate.

  

**Article 5.         Eligibility andParticipation**

5.1       Eligibility.Persons eligible to participate in the Plan ("Eligible Persons")include all officers, key employees and directors of the Company and itsSubsidiaries, as determined by the Committee.

5.2      Actual Participation. Subject to the provisions of the Plan, theCommittee may, from time to time, select from all Eligible Persons those towhom Awards shall be granted.

**Article 6.         Stock Options**

6.1      Grant of Options. Subject to the terms and conditions of the Plan,Options may be granted to an Eligible Person at any time and from time to time,as shall be determined by the Committee.

TheCommittee shall have complete discretion in determining the number of Sharessubject to Options granted to each Eligible Person (subject to Article 4herein) and, consistent with the provisions of the Plan, in determining theterms and conditions pertaining to such Options. The Committee may grant ISOs, NQSOsor a combination thereof.

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6.2      Option Award Agreement. Each Option grant shall be evidenced by anOption Award Agreement that shall specify the Option Exercise Price, the termof the Option, the number of Shares to which the Option pertains, the ExercisePeriod and such other provisions as the Committee shall determine.  The OptionAward Agreement shall also specify whether the Option is intended to be an ISOor a NQSO.  Rights, if any, to Dividend Equivalents shall be determined by theCommittee.

6.3       OptionExercise Price. Except for Options adjusted or granted pursuant to Article4 herein, and replacement Options granted in connection with a merger,acquisition, reorganization or similar transaction, the Option Exercise Priceof Options granted under the Plan shall be at least equal to the Fair MarketValue of a Share on the date of grant of the Option.

6.4       Exercise of and Payment forOptions. Options granted under the Plan shall be exercisable at such timesand shall be subject to such restrictions and conditions as the Committee shallin each instance approve.

Options shall beexercised by the delivery of a written notice of exercise to the Company,setting forth the number of Shares with respect to which the Option is to beexercised, accompanied by provision for full payment for the Shares.

TheOption Exercise Price shall be payable: (a) in cash or its equivalent, (b) bytendering (or attesting to the ownership of) previously acquired Shares havingan aggregate Fair Market Value at the time of exercise equal to the totalOption Exercise Price, (c) by broker-assisted cashless exercise, (d) by suchother methods as the Committee may prescribe or (e) by a combination of (a),(b), (c) and/or (d).

6.5      Termination. Each Option Award Agreement shall set forth theextent to which the Participant shall have the right to exercise the Optionfollowing termination of the Participant's employment with or service on theBoard of the Company and its Subsidiaries.  Such provisions shall be determinedin the sole discretion of the Committee (subject to applicable law), need notbe uniform among all Options granted pursuant to the Plan or among Participantsand may reflect distinctions based on the reasons for termination.

6.6       Transferabilityof Options. Except as otherwise determined by the Committee, all Optionsgranted to a Participant under the Plan shall be exercisable during his or herlifetime only by such Participant, and no Option granted under the Plan may besold, transferred, pledged, assigned, or otherwise alienated or hypothecated,other than by will or by the laws of descent and distribution.  ISOs are nottransferable other than by will or by the laws of descent and distribution.

**Article 7.         StockAppreciation Rights**

7.1      Grant of SARs. Subject to the terms and conditions of the Plan, anSAR may be granted to an Eligible Person at any time and from time to time asshall be determined by the Committee.  The Committee may grant FreestandingSARs, Tandem SARs or any combination of these forms of SARs.

The Committee shallhave complete discretion in determining the number of SARs granted to eachEligible Person (subject to Article 4 herein) and, consistent with theprovisions of the Plan, in determining the terms and conditions pertaining tosuch SARs.  Rights, if any, to Dividend Equivalents shall be determined by theCommittee.

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Except for SARsadjusted or granted pursuant to Article 4 herein, and replacement SARs grantedin connection with a merger, acquisition, reorganization or similartransaction, the Base Value of a Freestanding SAR shall equal the Fair MarketValue of a Share on the date of grant of the SAR. The Base Value of Tandem SARsshall equal the Option Exercise Price of the related Option.

7.2       SAR Award Agreement. EachSAR grant shall be evidenced by an SAR Award Agreement that shall specify thenumber of SARs granted, the Base Value, the term of the SAR, the ExercisePeriod and such other provisions as the Committee shall determine.

7.3       Exerciseand Payment of SARs. Tandem SARs may be exercised for all or part of theShares subject to the related Option upon the surrender of the right toexercise the equivalent portion of the related Option. A Tandem SAR may beexercised only with respect to the Shares for which its related Option is thenexercisable.

Notwithstanding anyother provision of the Plan to the contrary, with respect to a Tandem SARgranted in connection with an ISO: (i) the Tandem SAR will expire no later thanthe expiration of the underlying ISO; (ii) the value of the payout with respectto the Tandem SAR may be for no more than one hundred percent (100%) of thedifference between the Option Exercise Price of the underlying ISO and the FairMarket Value of the Shares subject to the underlying ISO at the time the TandemSAR is exercised; and (iii) the Tandem SAR may be exercised only when the FairMarket Value of the Shares subject to the ISO exceeds the Option Exercise Priceof the ISO.

FreestandingSARs may be exercised upon whatever terms and conditions the Committee, in itssole discretion, imposes upon them.

AParticipant may exercise an SAR at any time during the Exercise Period.  SARsshall be exercised by the delivery of a written notice of exercise to theCompany, setting forth the number of SARs being exercised.  Upon exercise of anSAR, a Participant shall be entitled to receive payment from the Company in an amountequal to the product of:

(a)        the excess of (i)the Fair Market Value of a Share on the date of exercise over (ii) the BaseValue multiplied by

(b)        thenumber of Shares with respect to which the SAR is exercised.

 

Atthe sole discretion of the Committee, the payment to the Participant upon SARexercise may be in cash, in Shares of equivalent value or in some combinationthereof.

7.4      Termination. Each SAR Award Agreement shall set forth the extentto which the Participant shall have the right to exercise the SAR followingtermination of the Participant's employment with or service on the Board of theCompany and its Subsidiaries.  Such provisions shall be determined in the solediscretion of the Committee, need not be uniform among all SARs grantedpursuant to the Plan or among Participants and may reflect distinctions based onthe reasons for termination.

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7.5       Transferabilityof SARs. Except as otherwise determined by the Committee, all SARs grantedto a Participant under the Plan shall be exercisable during his or her lifetimeonly by such Participant or his or her legal representative, and no SAR grantedunder the Plan may be sold, transferred, pledged, assigned, or otherwisealienated or hypothecated, other than by will or by the laws of descent anddistribution.

**Article 8.         Restricted Stockand Restricted Stock Units**

8.1      Grant of Restricted Stock and Restricted Stock Units. Subject tothe terms and conditions of the Plan, Restricted Stock and/or Restricted StockUnits may be granted to an Eligible Person at any time and from time to time,as shall be determined by the Committee.

The Committee shallhave complete discretion in determining the number of shares of RestrictedStock and/or Restricted Stock Units granted to each Eligible Person (subject toArticle 4 herein) and, consistent with the provisions of the Plan, indetermining the terms and conditions pertaining to such Awards.

Inaddition, the Committee may, prior to or at the time of grant, designate anAward of Restricted Stock or Restricted Stock Units as Qualified RestrictedStock or Qualified Restricted Stock Units, as the case may be, in which eventit will condition the grant or vesting, as applicable, of such QualifiedRestricted Stock or Qualified Restricted Stock Units, as the case may be, uponthe attainment of the Performance Goals selected by the Committee.

8.2      Restricted Stock/Restricted Stock Unit Award Agreement. Each grantof Restricted Stock and/or Restricted Stock Units shall be evidenced by aRestricted Stock and/or Restricted Stock Unit Award Agreement that shallspecify the number of shares of Restricted Stock and/or Restricted Stock Unitsgranted, the initial value (if applicable), the Period or Periods ofRestriction, and such other provisions as the Committee shall determine.

8.3      Transferability. Restricted Stock and Restricted Stock Unitsgranted hereunder may not be sold, transferred, pledged, assigned, or otherwisealienated or hypothecated until the end of the applicable Period of Restrictionestablished by the Committee.  During the applicable Period of Restriction, allrights with respect to the Restricted Stock and Restricted Stock Units grantedto a Participant under the Plan shall be available during his or her lifetimeonly to such Participant or his or her legal representative.

8.4      Certificates and Account Entries. Restricted Stock shall beregistered in the name of a Participant and held in the Company's custody untilsuch time as all restrictions applicable to such Shares have been satisfied.

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8.5       Removalof Restrictions.  Restricted Stock shall become freely transferable by theParticipant after the last day of the Period of Restriction applicablethereto.  Once Restricted Stock is released from the restrictions, the numberof Shares with respect to which the restrictions have lapsed will be recordedin the Participant’s direct registration account and a direct registrationstatement will be issued to the Participant, unless the Participantspecifically requests a stock certificate.  Payment of Restricted Stock Unitsshall be made after the last day of the Period of Restriction applicablethereto.  The Committee, in its sole discretion, may pay Restricted Stock Unitsin cash or in Shares (or in a combination thereof), which have an aggregateFair Market Value equal to the value of the Restricted Stock Units.

8.6       Voting Rights. During thePeriod of Restriction, Participants may exercise full voting rights with respectto the Restricted Stock.

8.7       Dividendsand Other Distributions. Subject to the Committee's right to determineotherwise, during the Period of Restriction, Participants shall receive allregular cash dividends paid with respect to the Restricted Stock while it is soheld, and all other distributions paid with respect to such Restricted Stockshall be credited to Participants subject to the same restrictions ontransferability and forfeitability as the Restricted Stock with respect towhich they were paid and shall vest or be paid, as the case may be, to theParticipant promptly after the full vesting of the Restricted Stock withrespect to which such distributions were made.

Rights,if any, to Dividend Equivalents on Restricted Stock Units shall be determinedby the Committee.

8.8       Termination.Each Restricted Stock/Restricted Stock Unit Award Agreement shall set forth theextent to which the Participant shall have the right to receive RestrictedStock and/or a Restricted Stock Unit payment following termination of theParticipant's employment with or service on the Board of the Company and itsSubsidiaries.  Such provisions shall be determined in the sole discretion ofthe Committee, need not be uniform among all grants of RestrictedStock/Restricted Stock Units or among Participants and may reflect distinctionsbased on the reasons for termination.

**Article 9.         PerformanceUnits and Performance Shares**

9.1      Grant of Performance Units and Performance Shares. Subject to theterms and conditions of the Plan, Performance Units and/or Performance Sharesmay be granted to an Eligible Person at any time and from time to time, asshall be determined by the Committee.

The Committee shallhave complete discretion in determining the number of Performance Units and/orPerformance Shares granted to each Eligible Person (subject to Article 4herein) and, consistent with the provisions of the Plan, in determining theterms and conditions pertaining to such Awards.

9.2       PerformanceUnit/Performance Share Award Agreement. Each grant of Performance Unitsand/or Performance Shares shall be evidenced by a Performance Unit and/orPerformance Share Award Agreement that shall specify the number of PerformanceUnits and/or Performance Shares granted, the initial value (if applicable), thePerformance Period, the Performance Goals and such other provisions as theCommittee shall determine.  Rights, if any, to Dividend Equivalents shall bedetermined by the Committee.

9.3       Value of PerformanceUnits/Performance Shares.  Each Performance Unit shall have an initialvalue that is established by the Committee at the time of grant.  In no eventshall the value of a Performance Unit intended to qualify as performance-basedcompensation under Code Section 162(m) exceed the value of a Share.  The valueof a Performance Share shall be equal to the Fair Market Value of a Share.  TheCommittee shall set Performance Goals in its discretion which, depending on theextent to which they are met, will determine the number and/or value ofPerformance Units/Performance Shares that will be paid out to the Participants.

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9.4      Earning of Performance Units/Performance Shares. After theapplicable Performance Period has ended, the Participant shall be entitled toreceive a payout with respect to the Performance Units/Performance Sharesearned by the Participant over the Performance Period, to be determined as afunction of the extent to which the corresponding Performance Goals have beenachieved.

9.5      Form and Timing of Payment of Performance Units/Performance Shares.Payment of earned Performance Units/Performance Shares shall be made followingthe close of the applicable Performance Period.  The Committee, in its solediscretion, may pay earned Performance Units/Shares in cash or in Shares (or ina combination thereof), which have an aggregate Fair Market Value equal to thevalue of the earned Performance Units/Shares at the close of the applicablePerformance Period.  Such Shares may be granted subject to any restrictionsdeemed appropriate by the Committee.

9.6       Termination.Each Performance Unit/Performance Share Award Agreement shall set forth theextent to which the Participant shall have the right to receive a PerformanceUnit/Performance Share payment following termination of the Participant'semployment with or service on the Board of the Company and its Subsidiariesduring a Performance Period.  Such provisions shall be determined in the solediscretion of the Committee, need not be uniform among all grants ofPerformance Units/Performance Shares or among Participants and may reflectdistinctions based on reasons for termination.

9.7       Transferability.Except as otherwise determined by the Committee, a Participant's rights withrespect to Performance Units/Performance Shares granted under the Plan shall beavailable during the Participant's lifetime only to such Participant or theParticipant's legal representative and Performance Units/Performance Shares maynot be sold, transferred, pledged, assigned or otherwise alienated orhypothecated, other than by will or by the laws of descent and distribution.

**Article 10.       Other Awards**

TheCommittee shall have the right to grant other Awards which may include, withoutlimitation, the grant of Shares based on attainment of Performance Goalsestablished by the Committee, the payment of Shares in lieu of cash or cashbased on attainment of Performance Goals established by the Committee, and thepayment of Shares in lieu of cash under other Company incentive or bonusprograms. Payment under or settlement of any such Awards shall be made in suchmanner and at such times as the Committee may determine.

**Article 11.       Deferrals**

TheCommittee may permit a Participant to defer the Participant's receipt of thepayment of cash or the delivery of Shares that would otherwise be due to suchParticipant under the Plan. If any such deferral election is permitted, theCommittee shall, in its sole discretion, establish rules and procedures forsuch payment deferrals.

**Article 12.       Rights ofParticipants**

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12.1     Termination.Nothing in the Plan shall interfere with or limit in any way the right of theCompany or any Subsidiary to terminate any Participant's employment or otherrelationship with the Company or any Subsidiary at any time, for any reason orno reason in the Company's or the Subsidiary's sole discretion, nor confer uponany Participant any right to continue in the employ of, or otherwise in anyrelationship with, the Company or any Subsidiary.

12.2    Participation. No Eligible Person shall have the right to beselected to receive an Award under the Plan, or, having been so selected, to beselected to receive a future Award.

12.3     Limitationof Implied Rights. Neither a Participant nor any other Person shall, byreason of the Plan, acquire any right in or title to any assets, funds orproperty of the Company or any Subsidiary whatsoever, including, withoutlimitation, any specific funds, assets or other property which the Company orany Subsidiary, in their sole discretion, may set aside in anticipation of aliability under the Plan.  A Participant shall have only a contractual right tothe Shares or amounts, if any, payable under the Plan, unsecured by any assetsof the Company or any Subsidiary. Nothing contained in the Plan shallconstitute a guarantee that the assets of such companies shall be sufficient topay any benefits to any Person.

Exceptas otherwise provided in the Plan, no Award under the Plan shall confer uponthe holder thereof any right as a shareholder of the Company prior to the dateon which the individual fulfills all conditions for receipt of such rights.

**Article 13.       Changein Control**

The terms of thisArticle 13 shall immediately become operative, without further action orconsent by any Person, upon a Change in Control, and once operative shallsupersede and take control over any other provisions of this Plan.

 

Upon a Change inControl

(a)        Anyand all Options and SARs granted hereunder shall become immediately vested andexercisable;

(b)        Anyrestriction periods and restrictions imposed on Restricted Stock, RestrictedStock Units, Qualified Restricted Stock or Qualified Restricted Stock Unitsshall be deemed to have expired; any Performance Goals shall be deemed to havebeen met at the target level; such Restricted Stock and Qualified RestrictedStock shall become immediately vested in full, and such Restricted Stock Unitsand Qualified Restricted Stock Units shall be paid out in cash on the date ofthe Change in Control or as soon as practicable (but not more than 60 days)following the date of the Change in Control;

(c)        The target payout opportunity attainableunder all outstanding Awards of Performance Units and Performance Shares andany Awards granted pursuant to Article 10 shall be deemed to have been fullyearned for the entire Performance Period(s) as of the effective date of theChange in Control.  All such Awards shall become immediately vested.  AllPerformance Shares and other Awards granted pursuant to Article 10 denominatedin Shares shall be paid out in Shares, and all Performance Units and otherAwards granted pursuant to Article 10 shall be paid out in cash, in each case,on the date of the Change in Control or as soon as practicable (but not morethan 60 days) following the date of the Change in Control; and

 

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(d)       All credited but not yet paid cash dividendsand Dividend Equivalents attributable to the portion of any Award that vests,is earned and/or is paid, as the case may be, pursuant to this Article 13 shallbe paid in cash on the date of the Change in Control or as soon as practicable(but not more than 60 days) following the date of the Change in Control.

 

Notwithstandinganything contained herein or in any Award Agreement to the contrary, no paymentor distribution under the Plan or pursuant to an Award that (1) is determinedby the Company to be deferred compensation subject to Code Section 409A and (2)would be distributed because of a Change in Control shall be so distributed becauseof the Change in Control pursuant to this Article 13 unless the distributionqualifies under Code Section 409A(a)(2)(A)(v) as a distribution upon a changein ownership or effective control or a change in the ownership of a substantialportion of assets or otherwise qualifies as a permissible distribution underCode Section 409A.  To the extent an amount would have been distributedpursuant to an Award because of a Change in Control pursuant to this Article13, but the distribution is prohibited by the prior sentence, the followingshall occur: (i) the Award shall nevertheless vest or be deemed earned, as thecase may be, pursuant to Sections (a), (b), (c) and/or (d) of this Article 13as of the date of the Change in Control (except to the extent it would violateCode Section 409A), but distribution of such vested or earned amounts shall notoccur until the event or date distribution would have occurred absent theChange in Control and (ii) no further dividends or Dividend Equivalents shallbe credited with respect to the Award after the date of the Change in Control.

In the event of aChange in Control, the Board or the board of directors of any surviving entityor acquiring entity may provide or require that the surviving or acquiringentity shall: (1) assume or continue all or any part of the Options and SARsoutstanding under the Plan or (2) substitute substantially equivalent Optionsand SARs (including an award to acquire substantially the same considerationpaid to the shareholders in the transaction by which the Change in Controloccurs) for those outstanding under the Plan.  In the event any survivingentity or acquiring entity refuses to assume or continue such Awards or tosubstitute similar awards for those outstanding under the Plan, then withrespect to Awards held by Participants whose continuous service has notterminated, the Board in its sole discretion and without liability to anyperson may: (1) provide for the payment of a cash amount in exchange for thecancellation of an Option or SAR equal to the product of (x) the excess, ifany, of the Fair Market Value per Share at such time over the Option ExercisePrice or Base Value, as the case may be, if any, times (y) the total number ofShares then subject to such Award; (2) continue the Awards; or (3) notifyParticipants holding an Option or SAR that they must exercise or redeem anyportion of such Award (including, at the discretion of the Board, any unvestedportion of such Award) at or prior to the closing of the transaction by whichthe Change in Control occurs and that the Awards shall terminate if not soexercised or redeemed at or prior to the closing of the transaction by whichthe Change in Control occurs.  The Board shall not be obligated to treat allAwards, even those that are of the same type, in the same manner.

**Article 14.       Amendment,Modification and Termination**

14.1    Amendment, Modification and Termination. The Board may, at any timeand from time to time, alter, amend, suspend or terminate the Plan in whole orin part.

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14.2    Awards Previously Granted. No termination, amendment or modificationof the Plan shall adversely affect in any material way any Award previouslygranted under the Plan without the written consent of the Participant holdingsuch Award, unless such termination, modification or amendment is required byapplicable law and except as otherwise provided herein.

**Article 15.       Withholding**

15.1     Tax Withholding. The Company shall havethe power and the right to deduct or withhold, or require a Participant toremit to the Company, an amount (including any Shares withheld as providedbelow) sufficient to satisfy Federal, state and local taxes (including theParticipant's FICA obligation) required by law to be withheld with respect toan Award made under the Plan.

15.2     ShareWithholding. With respect to tax withholding required upon the exercise ofOptions or SARs, upon the lapse of restrictions on Restricted Stock, or uponany other taxable event arising out of or as a result of Awards grantedhereunder, subject to such restrictions as the Committee may prescribe,Participants may elect to satisfy the withholding requirement, in whole or inpart, by tendering Shares held by the Participant or by having the Companywithhold Shares having a Fair Market Value equal to the minimum statutory taxwithholding requirements.  All elections shall be irrevocable, made in writingand signed by the Participant.

**Article 16.       Successors**

All obligations of the Company under thePlan, with respect to Awards granted hereunder, shall be binding on anysuccessor to the Company, whether the existence of such successor is the resultof a direct or indirect purchase, merger, consolidation or otherwise of all orsubstantially all of the business and/or assets of the Company.

**Article 17.       LegalConstruction**

17.1    Gender and Number. Except where otherwise indicated by the context,any masculine term used herein also shall include the feminine, the pluralshall include the singular and the singular shall include the plural.

17.2     Severability. In the event any provision of the Plan shall be held illegal or invalid for anyreason, the illegality or invalidity shall not affect the remaining parts ofthe Plan, and the Plan shall be construed and enforced as if the illegal orinvalid provision had not been included.

17.3    Requirements of Law. The granting of Awards and the issuance ofShares under the Plan shall be subject to all applicable laws, rules andregulations, and to such approvals by any governmental agencies or nationalsecurities exchanges as may be required.

17.4     GoverningLaw. To the extent not preempted by Federal law, the Plan, and allagreements hereunder, shall be construed in accordance with, and governed by,the laws of the State of Idaho without regard to any conflicts of law or choiceof law rule or principle that might otherwise reference construction orinterpretation of the Plan or any agreements hereunder to the substantive lawof another jurisdiction.

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17.5     Section 409A. No amendment tothe Plan made pursuant to the amendments approved by the Board on March 17,2005, July 20, 2006 or November 20, 2008 shall be applicable to an Award thatis not subject to Section 409A of the Code to the extent such amendment wouldcause the Award to become subject to Section 409A of the Code.  To the extentapplicable to an Award that provides for the payment of deferred compensationsubject to Section 409A of the Code, it is intended that the Plan will complywith Section 409A of the Code and any regulations and guidance issuedthereunder, and the Plan shall be interpreted accordingly.  To the extent anAward is subject to Section 409A of the Code and payment of deferred compensationpursuant to the Award is to be made because of the Participant's termination ofemployment or termination of service as a Director, notwithstanding anything tothe contrary contained in the Plan, the Participant's Award Agreement or anyother plan or agreement that governs payment of the Award, the Participant'semployment or service as a Director shall not be deemed to have terminatedunless and until the Participant has experienced a Separation from Service. Notwithstanding anything contained herein or in any Award Agreement to thecontrary, if it is determined that any amounts to be provided upon a Separationfrom Service constitute deferred compensation for purposes of Section 409A ofthe Code and the Participant is a “specified employee,” as determined under theCompany’s policy for determining specified employees, on the date on which theSeparation from Service occurs, no such amounts shall be provided before thedate that is six months following the Participant’s Separation from Serviceunless the Participant dies during such six-month period, in which case paymentmay be made as soon as practicable (but not more than 60 days) after theParticipant’s death.  If the Participant's Award Agreement (or any other planor agreement that governs payment of the Award) provides for payment to occuras soon as practicable after an event, date or time period, and payment of theAward is to be made pursuant to that provision, in no event will the payment bemade more than 60 days after such event, date or time period.

Adopted by the Board on January 20, 2000 Approved bythe Shareholders May 11, 2000 Amended by the Board January 18, 2001

Approved by the Shareholders May 17, 2001

Amended by the Board March 17, 2005

Approved by the Shareholders May 19, 2005 Amended bythe Board July 20, 2006

Amended by the Board September 20, 2007

Amended by the Board November 20, 2008

 

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