Exhibit 10.46

                                                              **IDACORP, Inc.**

 

                            **DEFERREDCOMPENSATION AGREEMENT**

 

 

AGREEMENT by and between ___________________****("Director")and IDACORP, Inc.****(the "Company");

                                                             WI T N E S S E T H:

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

WHEREAS, Director desires to enter into the arrangement hereinafter setforth as an alternative payment arrangement for all or a portion of Director'scash fees for services as a member of the Board;  

NOW, THEREFORE, in consideration of the premises, the Company andDirector hereby agree as follows:  

1.         EffectiveDateofAgreementandElections.  This Agreement and the elections set forth in Sections 2 and3 below shall be effective upon delivery of the completed and executedAgreement to the Secretary of the Company no later than December 31, 2008.

 

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                        2.         ElectiontoDeferCashFees.  Director hereby irrevocablyelects to defer receipt of the portion indicated below of the cash fees,including, without limitation, any monthly fee, Board meeting fee or committeemeeting fee (the "Fees"), that Director will become entitled toreceive for services as a member of the Board beginning January 1, 2009.Director shall have the option in December of each year (or at such other timeprior to December as may be specified by the Compensation Committee of theBoard (the "Committee")) to deliver a Termination of DeferredCompensation Agreement (or such other document as the Committee may prescribefrom time to time for such purpose), which will be effective with respect toFees earned in the calendar years following the calendar year in which theTermination of Deferred Compensation Agreement (or other document) isdelivered.  Unless Director so elects to deliver a Termination of DeferredCompensation Agreement (or other document), this Agreement shall remain ineffect and will apply to Fees earned in subsequent calendar years.  **(Chooseone)**

(a)        ___      All Fees are to be deferred.  Director shall make payments by check to the Company to cover any applicable BenefitPlan costs including Medical Plan, Dental Plan, and Accidental Death andDismemberment Insurance. 

 (b)       ___      All Fees other than the portion thereofsufficient to cover Medical Plan, Dental Plan, and Accidental Death andDismemberment Insurance are****to be deferred.  

3.         ElectionofMethodofPaymentofDeferredFeestoDirector.  Directorhereby irrevocably elects to have the deferred Fees paid to Director accordingto the following election:  **(Choose One)**

(a)        ___      a lump sum payment of cash as soonas practicable (but not more than 90 days) after the first business day of thecalendar year following the year in which Director experiences a separationfrom service, as that term is used in Section 409A(a)(2)(A)(i) of the InternalRevenue Code of 1986, as amended (a "Separation from Service"), withthe Company, such amount equal to the credit balance of Director's interestaccount as provided in Section 4 below.  

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(b)        ___      in a series of ____ annual cashinstallment payments (not more than 10) to be made on the first business day ofthe calendar year commencing with the calendar year following the year in whichDirector experiences a Separation from Service with the Company.  The unpaidcredit balance of the deferred Fees shall continue to be adjusted, as providedin Section 4 of this Agreement, during the period that the installment paymentsare being made. 

            Directorshall have the option at any time to change the time and/or form of paymentelected by Director pursuant to this Section 3 or any prior DeferredCompensation Agreement between Director and the Company that deferred paymentof Director's cash fees for service on the Board by delivering an Amendment toDeferred Compensation Agreement, or such other document as the Committee may prescribefrom time to time for such purpose, (an "Amendment").  Any suchAmendment shall be subject to terms and conditions required for the Amendmentto comply with the rules relating to changes to time and form of paymentcontained in Section 409A(a)(4)(C) of the Internal Revenue Code of 1986, asamended, and such other terms and conditions as the Committee may prescribe.

4.         DeferredFeesTreatedasifEarningInterest.  All deferred Fees shall be credited to anaccount established and maintained to record such deferred Fees (an"interest account").  Credits will accrue to the interest account onthe date such deferred Fees would otherwise have been paid to Director. Interest on Fees that Director defers for service as a member of the Board beginningJanuary 1, 2009 will be credited based on the preceding month's average Moody'sLong-Term Corporate Bond Yield for utilities (the "Moody's Rate"). Interest is calculated on a pro rata basis each month using a 360-day year andthe average Moody's Rate for the preceding month. 

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5.         DesignationofBeneficiary.  Director maydesignate a beneficiary or beneficiaries (which may be an entity other than anatural person) to receive any payments to be made under Section 3 of thisAgreement upon Director's death.  At any time, and from time to time, any suchdesignation may be changed or canceled by Director without the consent of anybeneficiary.  Any such designation, change or cancellation must be by writtennotice filed with 

the Secretary of the Company and shall not be effective until received bythe Secretary of the Company.  If Director designates more than one primary orsecondary beneficiary, any payments under Section 3 of this Agreement to suchbeneficiaries shall be made in equal amounts unless Director has designatedotherwise, in which case the payments shall be made in the amounts designatedby the Director.  If no beneficiary has been named by Director, or thedesignated beneficiaries have predeceased Director, payment shall be made tothe Director's estate.  If any dispute shall arise as to the entitlement of anyperson to any portion of the deferred Fees, the Company's obligations underthis Agreement will be satisfied if it makes payment to Director's estate. 

6.         PaymentofDeferredFeesintheEventofDeath.  In the event of the death ofDirector while a member of the Board or prior to the full payment to Directorof the Fees deferred under this Agreement, then the credit balance remaining inDirector's interest account shall be paid in a lump sum as soon as practicable (but not later than 90 days) after the death of Director.                      

7.         NoRighttoContinueasaDirector.  Nothing in this Agreement shall be construed as conferringupon Director any right to continue as a member of the Board. 

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8.         NoRighttoCorporateAssets. Nothing in this Agreement shall be construed as giving Director, Director'sbeneficiaries or any other person any equity or interest of any kind in theassets of the Company or creating a trust of any kind or a fiduciaryrelationship of any kind between the Company and any such person.  As to anyclaim for payments due under the provisions of this Agreement, Director,Director's beneficiaries and any other persons having a claim for paymentsshall be unsecured creditors of the Company.  

9.         NoLimitonFurtherCorporateAction.  Nothing contained in this Agreement shall be construed so as toprevent the Company from taking any corporate action which is deemed by the Companyto be appropriate or in its best interests.  

10.       Assignment; SuccessorsinInterest. The rights and benefits of Director under this Agreement are personal toDirector, and neither Director nor Director's beneficiaries shall have thepower or right to transfer, assign, anticipate, mortgage, or otherwise encumberany payments to be made under this Agreement, except as provided in Section 5above.  

The provisions of this Agreement shall inure to the benefit of Director'sbeneficiaries, heirs, executors, administrators and successors in interest andto the benefit of the Company's assigns and successors in interest.  

All obligations of the Company under this Agreement shall be binding onany successor to the Company, whether the existence of such successor is theresult of a direct or indirect purchase, merger, consolidation, reorganizationor other transaction involving all or substantially all of the business and/orassets of the Company.  References to the Company in this Agreement shall bedeemed to refer to the successors thereto, as applicable.

11.       Section 409A.    To the extent applicable, it isintended that this Agreement will comply with Section 409A of the InternalRevenue Code of 1986, as amended, and any regulations and guidance issuedthereunder, and this Agreement shall be interpreted accordingly.

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12.       GoverningLaw.  To the extent not preempted byFederal law, this Agreement and all rights and obligations hereunder shall begoverned by and interpreted in accordance with, the laws of the State of Idaho, without regard to conflicts of law provisions.  

IN WITNESS WHEREOF, the parties hereto have dulyexecuted this Agreement this ____ day of December, 2008.

By_________________________________

 

 

 

IDACORP, Inc.

 

                                                                                   By ________________________________

 

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**IDACORP, INC.**

**BENEFICIARY DESIGNATION**

**FOR**

**DEFERRED COMPENSATION AGREEMENT**

 

 

 

 

 

IDACORP, Inc.

P. O. Box 70

Boise, Idaho   83707

 

DearSirs:  

 

In accordance with the terms and conditions of myDeferred Compensation Agreement dated December ___, 2008, deferring, until alater date, fees I would otherwise receive for services rendered as a Directorof IDACORP, I hereby, in the event of my death prior to receipt of all or anybalance of such fees so accumulated, designate

 

 

 

Primary:           ____________________________________            

 

 

Secondary:       ____________________________________            

 

 

 

asmy beneficiary(ies) to receive the funds so accumulated at the time in themanner provided for under such Deferred Compensation Agreement. 

 

 

 

__________________________________

 

 

Date:______________________________

 

 

 

 

 

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