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**Exhibit 10.31**

**IDACORP, Inc.**

**EXECUTIVE INCENTIVEPLAN**

 

**1.**         **PURPOSE**

 

The purpose of the IDACORP, Inc. ExecutiveIncentive Plan (the "Plan") is to reinforce goals for profitablegrowth and continuation of a sound overall financial condition of IDACORP, Inc.(the "Company") by providing incentive compensation opportunities toselected key employees.  The Plan is designed to:

 

•        attract,retain and motivate key employees;

 

•        relatecompensation to performance and financial results and

 

•        providea portion of compensation in a variable rather than a fixed form.

 

**2.**         **DEFINITIONS**

 

2.1         Award means, for a givencalendar year, as to each Participant, an award granted under the Plan withrespect to such year that provides the Participant an opportunity to earn anannual incentive payment under the Plan.

 

2.2         Board means the Board ofDirectors of the Company.

 

2.3         Cause means:

 

(a)         ifthe Participant is party to an employment or change in control agreement thatincludes a definition of "Cause," the term "Cause" asdefined in such agreement or

(b)         ifthe Participant is not a party to an employment or change in control agreementthat includes a definition of "Cause," a Participant's (i) willfuland repeated refusal or failure to perform duties; (ii) willful or intentionalact that has injured (or could reasonably be expected to injure) the reputationor business of the Company or a Subsidiary in any material respects; (iii)continued or repeated absence, unless due to serious injury or illness; (iv)conviction of (or pleading nolo contendere to) a felony; (v) commission of anact of fraud, embezzlement, theft or gross misconduct against the Company or aSubsidiary, (vi) violation of a material policy of the Company or a Subsidiaryor (vii) other action or inaction that the Company deems to constitute"Cause" for purposes of the Plan.

2.4         Changein Controlmeans the earliest of the following to occur:

 

 

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(a)         anyPerson, excluding (i) the Company or any Subsidiary, (ii) a corporation orother entity owned, directly or indirectly, by the stockholders of the Companyimmediately prior to the transaction in substantially the same proportions astheir ownership of stock of the Company, (iii) an employee benefit plan (orrelated trust) sponsored or maintained by the Company or any Subsidiary or (iv)an underwriter 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)         consummationof a merger, consolidation, reorganization or share exchange, or sale of all orsubstantially all of the assets, of the Company or Idaho Power Company (a"Qualifying Transaction"), unless, immediately following suchQualifying Transaction, all of the following have occurred: (i) all orsubstantially all of the beneficial owners of the Company immediately prior tosuch Qualifying Transaction beneficially own in substantially the sameproportions, directly or indirectly, more than 50% of the combined voting powerof the then outstanding voting securities entitled to vote generally in theelection of directors of the corporation or other entity resulting from suchQualifying Transaction (including, without limitation, a corporation or otherentity which, as a result of such transaction, owns the Company or all orsubstantially all of the Company's assets either directly or through one ormore subsidiaries) (as the case may be, the "Successor Entity"), (ii)no Change in Control Person is the beneficial owner (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of 20% or more of the combinedvoting power of the then outstanding voting securities eligible to votegenerally in the election of directors of the Successor Entity and (iii) atleast a majority of the members of the board of directors of the SuccessorEntity are Incumbent Directors; 

(c)         acomplete liquidation or dissolution of the Company or Idaho Power Company or

(d)         withina 24-month period, individuals who were directors of the Board immediatelybefore such period ("Incumbent Directors") cease to constitute atleast a majority of the directors of the Board; provided, however, that anydirector who was not a director of the Board at the beginning of such period shallbe deemed to be an Incumbent Director if the election or nomination forelection of such director was approved by the vote of at least two-thirds ofthe directors 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.

For avoidance ofdoubt, transactions for the purpose of dividing Idaho Power Company's assetsinto separate distribution, transmission or generation entities or such otherentities as the Company or Idaho Power Company may determine shall notconstitute a Change in Control unless so determined by the Board.

2.5         Code means the Internal Revenue Code of 1986, asamended.

 

2.6         Committee means theCompensation Committee of the Board.

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2.7         CoveragePeriodmeans the period commencing on the date of a Change in Control and ending onthe last day of the calendar year in which the Change in Control occurs.

 

2.8         Disability means termination ofa Participant's employment with the Company and/or its Subsidiaries, asapplicable, if the Participant is eligible to receive benefits under theLong-Term Disability Program maintained by the Company or its Subsidiaries.

 

2.9         Employee means an individualwho is on the payroll of the Company or a Subsidiary, who is not covered by anycollective bargaining agreement to which the Company or any of its Subsidiariesis a party and is classified in the payroll system as a regular, full-time,part-time or temporary employee.

 

2.10       Exchange Act means the SecuritiesExchange Act of 1934, as amended.

 

2.11       Participant means an Employeeselected for participation in this Plan.

 

2.12       Person shall have themeaning ascribed to such term in Section 3(a)(9) of the Exchange Act.

 

2.13       Pre-Change in ControlBoardmeans the Board, as composed prior to a Change in Control.

 

2.14       Retirement means aParticipant's termination from employment with the Company and/or itsSubsidiaries, as applicable, if the date of termination occurs on or afterattainment of any of the following: (a) age 62, (b) age 55 with 10 years ofservice or (c) 30 years of service.

 

2.15       Subsidiary means

 

(a)         anycorporation more than fifty (50%) percent of the outstanding securities havingordinary voting power of which shall at the time be owned or controlled,directly or indirectly, by the Company or one or more of its Subsidiaries or bythe Company and one or more of its Subsidiaries or

(b)         anypartnership, limited liability company, association, joint venture or similarbusiness organization more than fifty (50%) percent of the ownership interestshaving ordinary voting power of which shall at the time be so owned orcontrolled.

2.16       Target Award Amount means the amountpayable if the Participant achieves target performance levels pursuant to thePlan.

 

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**3.**         **ADMINISTRATION**

 

The Plan will beadministered by the Committee, which is authorized to interpret the Plan,select Employees who are eligible to be Participants, establish rules andregulations necessary to administer the Plan and take all other actions itdetermines are required for the proper administration of the Plan; provided,however, that (a) the Committee will report on its actions to the Board and (b)all Awards and payments pursuant to Awards shall be subject to Board approval. The Committee shall make recommendations to the Board regarding the terms,conditions and amounts of Awards and any payments it determines should be madewith respect to Awards.

 

All actions, determinations, interpretationsand decisions made by the Committee and/or the Board regarding the Plan or itsadministration will be final, conclusive and binding upon all partiesconcerned.  No member of the Committee or the Board shall incur any liabilityby reason of any action or determination made with respect to the Plan.

 

**4.**         **PARTICIPATION**

 

Employees that may be selected for participationin the Plan in a given calendar year are those in a position to directly andsignificantly affect revenues, profits or losses or operating efficiencies ofthe Company and/or Subsidiaries.  Participants will be notified and provided acopy of the performance goals and other criteria for Award determination.

 

Participants may be added to the Plan orremoved from the Plan at any time during the calendar year based onparticipation criteria previously approved by the Committee, by virtue ofpromotion or new hire following the initial eligibility designation or uponapproval of the Committee.  Participation in the Plan during a particularcalendar year shall not entitle a Participant to participation in the Plan infuture years.

 

**5.**         **DETERMINATION OF AWARDS**

 

Subject to the terms of the Plan, Awards willbe based upon performance goals established under the Plan.  Awards may providefor payment of threshold, target, maximum and/or other amounts.  Performancegoals may relate to the Company, Subsidiaries, business units or such othercriteria as the Board shall determine.  No Awards shall be paid under the Plan ifAwards are not paid to employees under the IDACORP, Inc. Employee IncentivePlan for the same calendar year or if net income is less than the Board approveddividend for IDACORP common stock for the calendar year to which the Awardrelates.  Awards need not be uniform among Participants and may vary from yearto year.

As soon as practicable after the end of eachcalendar year, the Committee shall assess performance achievement levelsrelative to the pre-established performance goals and shall recommend Awardpayment amounts for approval by the Board.  The Committee's recommendation mayreflect downward adjustment of Awards (to zero) in light of such considerationsas the Committee may deem relevant.  An Award shall be deemed earned and vestedonly at such time as the Board has approved payment of the Award to theParticipant.

 

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When used in the attached Exhibit, the term"base salary" shall mean only the Participant's annual base salaryfor the calendar year to which the Award relates; the term base salary shallnot include any amounts earned under any incentive, bonus or other compensationor benefit plans.  If there is achange during a calendar year to a Participant's base salary and/or TargetAward Amount after the Participant's base salary and/or Target Award Amounthave been established for the calendar year, unless the Board specifies adifferent methodology, the Participant's Award for that calendar year will bedetermined by calculating the Participant's Award using each base salary leveland target percentage, prorating each such amount based on the number of daysduring the calendar year that the base salary level was paid and/or TargetAward Amount was applicable and adding each prorated Award amount.

 

**6.**         **EFFECTOF TERMINATION OF EMPLOYMENT**

 

(a)         Ifa Participant's employment is terminated for any reason other than Retirement,death or Disability, except as provided in Section 7 herein and unless otherwisedetermined by the Committee, (i) with respect to the Participant's Awardrelating to the calendar year in which the employment termination occurs, suchAward will be cancelled and the Participant will not be eligible to receive apayment under the Plan with respect to that calendar year and (ii) with respectto the Participant's Award relating to the prior calendar year (if such Awardwas either not yet approved or approved but not yet paid as of the date ofemployment termination), such Award will remain in effect, the amount payableto the Participant (if any) shall be determined in accordance with Section 5hereof based on actual performance through the end of the prior calendar yearand any amount payable to the Participant shall be paid pursuant to Section 8hereof at the same time such amount would have been paid had the Participantremained employed through the payment date.  

(b)         Exceptas otherwise provided in Section 7 herein, if a Participant's employment isterminated due to Retirement, death or Disability, (i) with respect to theParticipant's Award relating to the calendar year in which the employmenttermination occurs, (A) such Award shall remain in effect, (B) the amountpayable to the Participant (if any) shall be determined by multiplying (I) theamount that would have been paid if the Participant had remained employedthrough the payment date, determined in accordance with Section 5 hereof basedon actual performance through the end of the calendar year, by (II) a fraction,the numerator of which equals the number of days the employee worked in thecalendar year in which the termination of employment occurs and the denominatorof which is 365 and (C) any amount payable to the Participant shall be paidpursuant to Section 8 hereof at the same time such amount(s) would have beenpaid had the Participant remained employed through the payment date and (ii)with respect to the Participant's Award relating to the prior calendar year (ifsuch Award was either not yet approved or approved but not yet paid as of thedate of employment termination), (A) such Award shall remain in effect, (B) theamount payable to the Participant (if any) shall be determined in accordancewith Section 5 hereof based on actual performance through the end of thecalendar year to which the Award relates and (C) any amount payable to theParticipant shall be paid pursuant to Section 8 hereof at the same time suchamount would have been paid had the Participant remained employed through thepayment date.

(c)         NoAward shall be paid to a Participant whose employment is terminated for Cause.

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(d)         Forpurposes of the Plan, (i) transfer of employment of a Participant between theCompany and any one of its Subsidiaries (or between Subsidiaries) and transferof employment to a Successor Entity or other successor of the Company or aSubsidiary shall not be deemed a termination of employment unless so determinedby the Committee and (ii) if a Participant is employed by the Company and aSubsidiary or more than one Subsidiary, a Participant shall not be deemed tohave terminated employment unless the Participant's employment with each suchentity terminates.

 

**7.**         **CHANGE IN CONTROL**

 

(a)         Ifa Change in Control involving a Successor Entity occurs, the Pre-Change inControl Board may require that the Successor Entity (i) assume or otherwisecontinue all or any part of the Awards that are outstanding at the time of theChange in Control or (ii) substitute outstanding Awards with awards that are noless favorable to Participants (as determined in the sole discretion of thePre-Change in Control Board).

(b)         Ifa Successor Entity refuses to assume or continue such Awards or to providesubstitute awards that are deemed acceptable by the Pre-Change in Control Boardor if a Change in Control not involving a Successor Entity occurs and thePre-Change in Control Board determines that the Change in Control wouldadversely affect outstanding Awards, the Pre-Change in Control Board, in itssole discretion, may (i) with respect to outstanding Awards that relate to thecalendar year in which the Change in Control occurs, deem all or a portion ofthe outstanding Awards vested (at target or another level determined by thePre-Change in Control Board), (ii) with respect to outstanding Awards thatrelate to the prior calendar year and that were either not yet approved orapproved but not yet paid as of the date of the Change in Control, provide forthe accelerated vesting of the outstanding Awards (at target or another leveldetermined by the Pre-Change in Control Board) or (iii) take such other actionwith respect to outstanding Awards, which action need not be consistent amongParticipants, as it deems appropriate (including taking no action).

(c)         ThePre-Change in Control Board may make or cause to be made such changes toperformance goals and other terms of Awards as it may deem appropriate toreflect or adjust for changes resulting from a Change in Control.

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(d)         Ifa Participant's employment is terminated for any reason other than Cause duringthe Coverage Period, (i) with respect to outstanding Awards that relate to thecalendar year in which the Change in Control occurs, the Participant shall be vestedin either (A) a prorated Award determined by multiplying the Participant'sTarget Award Amount (or another amount determined by the Pre-Change in ControlBoard) by a fraction, the numerator of which equals the number of days theemployee worked in the calendar year in which the termination of employmentoccurs and the denominator of which is 365 or (B) if so determined by thePre-Change in Control Board, a full Award in an amount determined by thePre-Change in Control Board and (ii) with respect to outstanding Awards thatrelate to the prior calendar year and that were either not yet approved orapproved but not yet paid as of the date of the Change in Control, thePre-Change in Control Board, in its sole discretion, may provide for theaccelerated vesting of outstanding Awards (at target or another leveldetermined by the Pre-Change in Control Board).

(e)         AnyAward vested pursuant to this Section 7 shall be paid on the date selected bythe Pre-Change in Control Board, provided that such date shall in no event belater than the earlier of (i) the date such payment would have been made in theordinary course and (ii) 21⁄2 months following the event triggering the payment (*i.e.*,the Change in Control or termination of employment).

(f)          Notwithstandinganything to the contrary contained in the Plan, no payment or distributionunder the Plan or pursuant to an Award that (i) is determined by the Company tobe deferred compensation subject to Section 409A of the Code and (ii) would bedistributed because of a Change in Control shall be so distributed because ofthe Change in Control pursuant to this Section 7 unless the distributionqualifies under Section 409A(a)(2)(A)(v) of the Code as a distribution upon achange in ownership or effective control or a change in the ownership of asubstantial portion of assets or otherwise qualifies as a permissibledistribution under Section 409A of the Code.  To the extent an amount wouldhave been distributed because of a Change in Control pursuant to this Section7, but the distribution is prohibited by the prior sentence, the Award shallnevertheless vest pursuant to subsection (b) of this Section 7 as of the dateof the Change in Control (except to the extent it would violate Section 409A ofthe Code), but distribution of such vested amounts shall not occur until theevent or date distribution would have occurred absent the Change in Control.

**8.**         **PAYMENT OF AWARD**

 

Except as otherwiseprovided in Section 7, Awards shall be paid as promptly as practicable afterthe Board has approved the Award payments; provided, however, that the paymentdate shall in all events be between January 1 and March 15 of the calendar yearfollowing the calendar year to which the Award relates.  All Award paymentsshall be in cash in a lump sum.

 

The Company or Subsidiary, as the case maybe, shall deduct from all payments made under the Plan an amount necessary tosatisfy federal, state and or local tax withholding requirements.  Amounts paidunder the Plan will be considered in the calculation of benefits under theIdaho Power Company Retirement Plan and the Idaho Power Company EmployeeSavings Plan for eligible participating employees.

 

**9.****         PLANIS NOT A CONTRACT**

 

No provision of the Plan nor any documentdescribing the Plan or establishing rules or regulations regarding the Plan'sadministration shall be deemed to confer on any Participant the right tocontinue in the Company's or Subsidiary's employ nor shall any such provisionor document affect the right of the Company or any Subsidiary to terminate anyParticipant's employment.

 

**10.**       **AMENDMENTAND TERMINATION OF THE PLAN**

 

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The Board reserves the right to amend,suspend or terminate the Plan and any Award under the Plan at any time in wholeor in part, for any reason, and without the consent of any Participant or otherperson; provided, however, that, except as provided in Section 7, the Plan andany Award under the Plan may not be amended, suspended or terminated during theCoverage Period without the written consent of each Participant whose Awardwould be affected by the amendment.

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**11.**       **SECTION 409A**

 

To the extent applicable to an Award thatprovides for the payment of deferred compensation subject to Section 409A ofthe Code, it is intended that the Plan will comply with Section 409A of theCode and any regulations and guidance issued thereunder, and the Plan shall beinterpreted accordingly.  To the extent an Award is subject to Section 409A of the Codeand payment of deferred compensation pursuant to the Award is to be madebecause of the Participant’s termination of employment, notwithstandinganything to the contrary contained in the Plan, no payment shall be made due toParticipant’s termination of employment unless and until Participant hasexperienced a separation from service, as that term is used in Section409A(a)(2)(A)(i) of the Code (a “Separation from Service”) with the Company.  Notwithstandinganything contained herein to the contrary, if it is determined that anypayments to be made upon a Separation from Service constitute deferredcompensation for purposes of Section 409A of the Code and the Participant is a“specified employee,” as determined under the Company’s policy for determiningspecified employees, on the date on which the Separation from Service occurs,no such payments shall be made before the date that is six months following theParticipant’s Separation from Service unless the Participant dies during suchsix-month period, in which case payment may be made as soon as practicable (butnot more than 60 days) after the Participant’s death.

 

**12.**       **PLAN BINDING ON SUCCESSORENTITIES**

 

All obligations ofthe Company or any Subsidiary under the Plan shall be binding on any successorto the Company or any Subsidiary, respectively, whether the existence of suchsuccessor is the result of a direct or indirect purchase, merger,consolidation, reorganization or other transaction involving all orsubstantially all of the business and/or assets of the Company or anySubsidiary.  References to the Company or Subsidiary in the Plan shall bedeemed to refer to the successors thereto, as applicable.

 

**13.**       **EFFECTIVE DATE**

 

The Plan shall become effective January 1,2007 and shall remain in effect until terminated by the Board.

 

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**EXHIBITA**

**IDACORP,Inc. Executive Incentive Plan 2008 Goals**

**HOW THE PLAN WORKS**

The Plan consists of a combination ofOperational and Customer Service goals for Idaho Power Company, Net Incometargets for Idaho Power Company and Net Income targets for IDACORP.  The intentof the Plan is to focus on key areas management can impact while maintaining ameans of additional profit sharing should Net Income exceed expectedperformance.

The weightings forthe three areas are as follows:

•        Operational/CustomerService Goals – 40%

•        NetIncome at Idaho Power Company – 40%

•        IDACORPConsolidated Net Income – 20%

 

The total payout will be based onpredetermined participation levels approved by the Board.  The amount ofincentive to be awarded each participant will be calculated by multiplying theapproved incentive percentage by the combined multiplier times the base salary.

**I.          Operational/CustomerService Goals**

**A.        CustomerSatisfaction**

The CustomerRelationship Index (CRI) details the company's performance through the eyes ofthe customer and is based on a rolling 4-quarter average for the periodbeginning January 1, 2008 through December 31, 2008.  The index consists of 5specific questions asked of our customers by an independent survey company andaddresses issues such as overall satisfaction, quality, value, advocacy andloyalty.  The CRI goal for 2008 is as follows:  
| **Performance  Level** | **CRI  Goal** | **Qualifying  Multiplier** |
|------------------------|---------------|----------------------------|
| Threshold              | %             | 7.5%                       |
| Target                 | %             | 15%                        |
| Maximum                | %             | 30%                        |

 

 

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**B.       ****Other Operations andMaintenance Expense (Other O&M Expense)**

Operational andstrategic goals help management focus on effective use of assets and capital. The operational target will be to manage to budgeted levels of forecastedamounts.  For 2008 the goal is as follows:
| **Performance  Level** | **Other  O&M   Expense** | **Qualifying  Multiplier** |
|------------------------|----------------------------------------|----------------------------|
| Threshold              | $                                      | 7.5%                       |
| Target                 | $                                      | 15%                        |
| Maximum                | $                                      | 30%                        |

 

Other O&M Expensewill be other operation expense (excluding third party transmission expense, short-termemployee and executive incentive expense and fixed cost adjustment) andmaintenance expense.

**C.        NetworkReliability**

This goal will bemeasured using the number of interruptions greater than 5 minutes in durationexperienced by Small and Large General Service Customers("Customers").  In addition to the required performance levels below,this metric contains a hurdle of no more than 10% of Customers subjected tomore than 6 interruptions.  If this hurdle is not passed, the payout for theNetwork Reliability goal will be zero.
| **Performance  Level** | **Interruptions** | **Qualifying  Multiplier** |
|------------------------|-------------------|----------------------------|
| Threshold              |              | 5%                         |
| Target                 |              | 10%                        |
| Maximum                |              | 20%                        |

 

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**II.         Idaho Power Company Net Income**
| **Performance  Level** | **Idaho  Power Company Net Income** | **Qualifying  Multiplier** |
|------------------------|-------------------------------------|----------------------------|
| Threshold              | $                                   | 20%                        |
| Target                 | $                                   | 40%                        |
| Maximum                | $                                   | 80%                        |

 

Net Income is defined as Net Income reportedin the audited year-end financial statements, exclusive of short-term employeeand executive incentive expense (net of tax) as a result of performance underthe IDACORP Consolidated Net Income goals.  The target amounts are thoseamounts reported after considering all applicable incentive amounts.

**III.        IDACORP Consolidated NetIncome**
| **Performance  Level** | **Consolidated  IDACORP Net Income** | **Qualifying  Multiplier** |
|------------------------|--------------------------------------|----------------------------|
| Threshold              | $                                    | 10%                        |
| Target                 | $                                    | 20%                        |
| Maximum                | $                                    | 40%                        |

 

IDACORP Consolidated Net Income isdefined as Net Income reported in the audited year-end financial statements. The target amounts are those amounts reported after considering all applicableincentive amounts.  

 

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