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                                               Exhibit 10(h)(ix)1

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


1.   Article   Establishment, Purpose and Duration

1.1            Establishment of the Plan. IDACORP, Inc., an Idaho
corporation  (hereinafter referred to as the  "Company"),  hereby
establishes an incentive and compensation plan for officers,  key
employees  and directors, to be known as the "IDACORP, Inc.  2000
Long-Term Incentive and Compensation Plan" (hereinafter  referred
to  as  the  "Plan"),  as set forth in this 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
shares and other awards.

      The  Plan  shall  become effective  when  approved  by  the
shareholders  at  the  2000 Annual Meeting of  Shareholders  (the
"Effective  Date")  and  shall remain in effect  as  provided  in
Section 1.3 herein.

1.1             Purpose of the Plan.  The purpose of the Plan  is
to  promote  the success and enhance the value of the Company  by
linking  the  personal  interests of  Participants  to  those  of
Company shareholders and customers.

      The Plan is further intended to provide flexibility to  the
Company  in  its  ability  to motivate, attract  and  retain  the
services  of  Participants  upon  whose  judgment,  interest  and
special  effort  the  successful conduct  of  its  operations  is
largely dependent.

1.1            Duration of the Plan.  The Plan shall commence  on
the Effective Date, as described in Section 1.1 herein, and shall
remain  in effect, subject to the right of the Board of Directors
to  terminate the Plan at any time pursuant to Article 15 herein,
until  all  Shares  subject to it shall have  been  purchased  or
acquired according to the Plan's provisions.

1.   Article   Definitions

      Whenever  used in the Plan, the following terms shall  have
the  meanings set forth below and, when such meaning is intended,
the initial letter of the word is capitalized:

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

1.1            Award Agreement means an agreement entered into by
each  Participant and the Company, setting forth  the  terms  and
provisions applicable to an Award granted to a Participant  under
the Plan.

1.1             Base  Value of an SAR shall have the meaning  set
forth in Section 7.1 herein.
1.2            Board or Board of Directors means the Board of
Directors of the Company.

1.1             Change  in  Control means  the  earliest  of  the
following to occur:

(a)          the  public announcement by the Company  or  by  any
person  (which shall not  include the Company, any subsidiary  of
the Company or any employee benefit plan of the Company or of any
subsidiary  of the Company) ("Person") that such Person,  who  or
which,  together with all Affiliates and Associates  (within  the
meanings  ascribed to such terms in Rule 12b-2  of  the  Exchange
Act)  of  such  Person, shall be the beneficial owner  of  twenty
percent (20%) or more of the voting stock then outstanding;

(a)          the  commencement  of, or  after  the  first  public
announcement  of  any Person to commence, a  tender  or  exchange
offer  the  consummation  of which would  result  in  any  Person
becoming the beneficial owner of voting stock aggregating  thirty
percent (30%) or more of the then outstanding voting stock;

(a)          the announcement of any transaction relating to  the
Company required to be  described pursuant to the requirements of
Item 6(e) of Schedule 14A of Regulation 14A of the Securities and
Exchange Commission under the Exchange Act;

(a)          a  proposed change in the constituency of the  Board
such  that,  during  any  period of two  (2)  consecutive  years,
individuals  who at the beginning of such period  constitute  the
Board  cease  for  any reason to constitute at least  a  majority
thereof,  unless the election or nomination for election  by  the
shareholders of the Company of each new director was approved  by
a  vote of at least two-thirds (2/3) of the directors then  still
in  office who were members of the Board at the beginning of  the
period;

(a)          the  Company  enters into an  agreement  of  merger,
consolidation,  share  exchange or similar transaction  with  any
other corporation other than a transaction which would result  in
the  Company's voting stock outstanding immediately prior to  the
consummation of such transaction continuing to represent  (either
by  remaining outstanding or by being converted into voting stock
of  the  surviving entity) at least two-thirds  of  the  combined
voting   power  of  the  Company's  or  such  surviving  entity's
outstanding voting stock immediately after such transaction;

(a)           the  Board  approves  a  plan  of  liquidation   or
dissolution  of  the  Company or an agreement  for  the  sale  or
disposition  by the Company (in one transaction or  a  series  of
transactions) of all or substantially all of the Company's assets
to  a  person or entity which is not an affiliate of the  Company
other  than  a  transaction(s) for the purpose  of  dividing  the
Company's  assets  into  separate distribution,  transmission  or
generation  entities or such other entities as  the  Company  may
determine; or

(a)          any  other event which shall be deemed by a majority
of  the  Executive Committee of the Board to constitute a "Change
in Control."

1.1             Code means the Internal Revenue Code of 1986,  as
amended from time to time.

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

1.1            Company means IDACORP, Inc., an Idaho corporation,
or any successor thereto as provided in Article 17 herein.

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

1.1             Director means any individual who is a member  of
the Board of Directors of the Company.

1.1             Disability means the continuous inability  of  an
Employee because of illness or injury to engage in any occupation
or  employment for wage or profit with the Company or  any  other
employer  (including self-employment) for which he is  reasonably
qualified by education, training or experience.  An Employee will
not  be considered disabled during any period unless he is  under
the regular care and attendance of a duly qualified physician.

1.1             Dividend Equivalent means, with respect to Shares
subject  to  an  Award, a right to be paid  an  amount  equal  to
dividends declared on an equal number of outstanding Shares.

1.1            Eligible Person means a Person who is eligible  to
participate in the Plan, as set forth in Section 5.1 herein.

1.1             Employee means an individual who is paid  on  the
payroll of the Company or of the Company's Subsidiaries,  who  is
not  covered by any collective bargaining agreement to which  the
Company  or any of its Subsidiaries is a party, and is classified
in  the  payroll  system  as a regular  full-time,  part-time  or
temporary  employee.   For  purposes of  the  Plan,  transfer  of
employment  of a Participant between the Company and any  one  of
its Subsidiaries (or between Subsidiaries) shall not be deemed  a
termination of employment.

1.1            Exchange Act means the Securities Exchange Act  of
1934, as amended from time to time, or any successor act thereto.

1.1             Exercise Period means the period during which  an
SAR  or Option is exercisable, as set forth in the related  Award
Agreement.

1.1             Fair  Market Value means the average of the  high
and  low  sale prices as reported in the consolidated transaction
reporting  system, or, if there was no such sale on the  relevant
date, then on the last previous day on which a sale was reported.

1.1            Freestanding SAR means an SAR that is not a Tandem
SAR.

1.1             Incentive Stock Option or ISO means an option  to
purchase  Shares,  granted  under  Article  6  herein,  which  is
designated  as  an  Incentive  Stock  Option  and  satisfies  the
requirements of Section 422 of the Code.

1.1             Nonqualified Stock Option or NQSO means an option
to  purchase Shares, granted under Article 6 herein, which is not
intended to be an Incentive Stock Option under Section 422 of the
Code.

1.1             Option  means  an Incentive  Stock  Option  or  a
Nonqualified Stock Option.

1.1             Option Exercise Price means the price at which  a
Share may be purchased by a Participant pursuant to an Option, as
determined  by  the Committee and set forth in the  Option  Award
Agreement.

1.1             Participant  means  an Eligible  Person  who  has
outstanding an Award granted under the Plan.

1.1           Performance  Goals   means  the  performance  goals
established by the Committee, which shall be based on one or more
of  the  following  measures:  sales or  revenues,  earnings  per
share,  shareholder return and/or value, funds  from  operations,
operating income, gross income, net income, cash flow, return  on
equity,  return  on capital, earnings before interest,  operating
ratios,  stock  price, customer satisfaction,  accomplishment  of
mergers,  acquisitions,  dispositions  or  similar  extraordinary
business  transactions,  profit returns  and  margins,  financial
return  ratios and/or market performance.  Performance goals  may
be  measured  solely on a corporate, subsidiary or business  unit
basis,  or a combination thereof.  Performance goals may  reflect
absolute  entity performance or a relative comparison  of  entity
performance  to  the performance of a peer group of  entities  or
other external measure.

1.1         Performance Period means the time period during which
Performance Unit/Performance Share Performance Goals must be met.

1.1              Performance Share  means an Award  described  in
Article 9 herein.

1.1              Performance  Unit  means an Award  described  in
Article 9 herein.

1.1              Period  of Restriction  means the period  during
which the transfer of Restricted Stock is limited in some way, as
provided in Article 8 herein.

1.1              Person  shall have the meaning ascribed to  such
term  in Section 3(a)(9) of the Exchange Act, as used in Sections
13(d) and 14(d) thereof, including usage in the definition  of  a
"group" in Section 13(d) thereof.

1.1             Plan   means  the  IDACORP, Inc.  2000  Long-Term
Incentive and Compensation Plan.

1.1           Qualified  Restricted  Stock   means  an  Award  of
Restricted Stock designated as Qualified Restricted Stock by  the
Committee  at the time of grant and intended to qualify  for  the
exemption from the limitation on deductibility imposed by Section
162(m) of the Code that is set forth in Section 162(m)(4)(C).

1.1           Qualified Restricted Stock Unit means an  Award  of
Restricted  Stock Units designated as Qualified Restricted  Stock
Units  by  the  Committee at the time of grant  and  intended  to
qualify  for  the exemption from the limitation on  deductibility
imposed  by  Section  162(m) of the Code that  is  set  forth  in
Section 162(m)(4)(C).

1.1              Restricted  Stock means an  Award  described  in
Article 8 herein.

1.1              Restricted Stock Unit  means an Award  described
in Article 8 herein.

1.1              Retirement   means  a Participant's  termination
from  employment  with  the  Company  or  a  Subsidiary  at   the
Participant's Early or Normal Retirement Date, as applicable.

                     (a)  Early Retirement Date -- shall mean the
               date on which a Participant terminates employment,
               if  such  termination  date  occurs  on  or  after
               Participant's  attainment of age  fifty-five  (55)
               but prior to Participant's Normal Retirement Date.

                    (b)  Normal Retirement Date -- shall mean the
               date   on   which   the   Participant   terminates
               employment, if such termination date occurs on  or
               after the Participant attains age sixty-two (62).


1.1             Securities Act means the Securities Act of  1933,
as amended.

1.1             Shares means the shares of common stock,  no  par
value, of the Company.

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

1.1             Subsidiary  means any corporation (other than the
Company) in an unbroken chain of corporations beginning with  the
Company  if  each  of  the  corporations  other  than  the   last
corporation  in  the  unbroken chain  owns  stock  possessing  50
percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

1.1              Tandem  SAR   means an SAR that  is  granted  in
connection  with a related Option, the exercise  of  which  shall
require  forfeiture of the right to purchase a  Share  under  the
related  Option (and when a Share is purchased under the  Option,
the Tandem SAR shall be similarly canceled).
2.   Article   Administration

1.1             The Committee. The Plan shall be administered  by
the   Compensation  Committee  or  such  other   committee   (the
"Committee")  as  the Board of Directors shall select  consisting
solely  of two or more members of the Board.  The members of  the
Committee  shall  be appointed from time to time  by,  and  shall
serve at the discretion of, the Board of Directors.

1.1             Authority of the Committee.  The Committee  shall
have  full  power  except  as limited by  law,  the  Articles  of
Incorporation or the Bylaws of the Company, subject to such other
restricting  limitations or directions as may be imposed  by  the
Board  and  subject to the provisions herein,  to  determine  the
Eligible  Persons to receive Awards; to determine  the  size  and
types  of Awards; to determine the terms and conditions  of  such
Awards;  to construe and interpret the Plan and any agreement  or
instrument  entered into under the Plan; to establish,  amend  or
waive  rules  and regulations for the Plan's administration;  and
(subject  to  the provisions of Article 15 herein) to  amend  the
terms  and  conditions of any outstanding  Award.   Further,  the
Committee  shall  make  all  other determinations  which  may  be
necessary  or advisable for the administration of the  Plan.   As
permitted  by law, the Committee may delegate its authorities  as
identified hereunder.

1.1             Restrictions on Distribution of Shares and  Share
Transferability.   Notwithstanding any  other  provision  of  the
Plan,  the Company shall have no liability to deliver any  Shares
or benefits under the Plan unless such delivery would comply with
all   applicable   laws  (including,  without   limitation,   the
Securities  Act)  and applicable requirements of  any  securities
exchange  or  similar  entity and unless  the  Participant's  tax
obligations have been satisfied as set forth in Article 16.   The
Committee  may  impose such restrictions on any  Shares  acquired
pursuant  to  Awards  under the Plan as it  may  deem  advisable,
including,  without  limitation,  restrictions  to  comply   with
applicable Federal securities laws, with the requirements of  any
stock  exchange or market upon which such Shares are then  listed
and/or  traded  and  with any blue sky or state  securities  laws
applicable to such Shares.

1.1              Decisions   Binding.   All  determinations   and
decisions made by the Committee pursuant to the provisions of the
Plan 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.

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

1.   Article   Shares Subject to the Plan

1.1             Number of Shares.  Subject to Section 4.2 herein,
the  maximum number of Shares available for grant under the  Plan
shall  be 750,000.  Shares underlying lapsed or forfeited Awards,
or  Awards  that are not paid in Shares, may be reused for  other
Awards;  if the  Option Exercise Price is satisfied by  tendering
Shares,  only  the  number of Shares issued  net  of  the  Shares
tendered  shall be deemed issued under the Plan.  Shares  granted
pursuant to the Plan may be (i) authorized but unissued Shares of
common  stock, (ii) treasury shares or (iii) Shares purchased  on
the open market.
1.2             Adjustments in Authorized Shares and Awards.   In
the   event   of   any  merger,  reorganization,   consolidation,
recapitalization,  liquidation, stock dividend,  split-up,  spin-
off,  stock split, reverse stock split, share combination,  share
exchange  or  other  change  in the corporate  structure  of  the
Company  affecting the Shares, such adjustment shall be  made  in
the  outstanding Awards, the number and class of Shares which may
be  delivered  under  the Plan, and in the number  and  class  of
and/or  price  of  Shares subject to outstanding  Awards  granted
under  the  Plan,  as  may be determined to  be  appropriate  and
equitable  by the Committee, in its sole discretion,  to  prevent
dilution   or   enlargement  of  rights.    Notwithstanding   the
foregoing, (i) each such adjustment with respect to an  Incentive
Stock Option shall comply with the rules of Section 424(a) of the
Code  and  (ii)  in no event shall any adjustment be  made  which
would  render any Incentive Stock Option granted hereunder to  be
other than an incentive stock option for purposes of Section  422
of  the Code.  In no event shall the Committee have the right  to
amend  an  outstanding  Option Award  for  the  sole  purpose  of
reducing the exercise price thereof.

1.1             Individual Limitations.  Subject to  Section  4.2
above,  (i)  the  total number of Shares with  respect  to  which
Options  or  SARs  may  be granted in any calendar  year  to  any
Covered Employee shall not exceed 100,000 Shares; (ii) the  total
number   of   Qualified  Restricted  Stock  Shares  or  Qualified
Restricted  Stock Units that may be granted in any calendar  year
to any Covered Employee shall not exceed 100,000 Shares or Units,
as  the case may be; (iii) the total number of Performance Shares
or  Performance Units that may be granted in any calendar year to
any Covered Employee shall not exceed 100,000 Shares or Units, as
the  case  may  be;  (iv) the total number  of  Shares  that  are
intended  to  qualify for deduction under Section 162(m)  of  the
Code  granted pursuant to Article 10 herein in any calendar  year
to  any Covered Employee shall not exceed 100,000 Shares; (v) the
total  cash Award that is intended to qualify for deduction under
Section  162(m) of the Code that may be paid pursuant to  Article
10  herein in any calendar year to any Covered Employee shall not
exceed  $300,000;  and  (vi)  the aggregate  number  of  Dividend
Equivalents  that  are intended to qualify  for  deduction  under
Section 162(m) of the Code that a Covered Employee may receive in
any calendar year shall not exceed 400,000.

1.   Article   Eligibility and Participation

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

1.1            Actual Participation. Subject to the provisions of
the  Plan, the Committee may, from time to time, select from  all
Eligible Persons those to whom Awards shall be granted.

1.   Article   Stock Options

1.1             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.

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

1.1             Option Award Agreement.  Each Option grant  shall
be  evidenced by an Option Award Agreement that shall specify the
Option  Exercise  Price, the term of the Option,  the  number  of
Shares to which the Option pertains, the Exercise Period and such
other provisions as the Committee shall determine, including  but
not  limited to any rights to Dividend Equivalents.   The  Option
Award Agreement shall also specify whether the Option is intended
to be an ISO or a NQSO.

1.1             Exercise  of  and Payment for  Options.   Options
granted  under  the Plan shall be exercisable at such  times  and
shall  be  subject  to such restrictions and  conditions  as  the
Committee shall in each instance approve.

      A Participant may exercise an Option at any time during the
Exercise Period. Options shall be exercised 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  be
exercised,  accompanied by provision for  full  payment  for  the
Shares.

      The Option Exercise Price shall be payable:  (a) in cash or
its  equivalent,  (b)  by  tendering previously  acquired  Shares
having  an  aggregate Fair Market Value at the time  of  exercise
equal  to the total Option Exercise Price, (c) by broker-assisted
cashless exercise or (d) by a combination of (a), (b) and/or (c).

1.1             Termination.  Each Option Award  Agreement  shall
set  forth  the  extent to which the Participant shall  have  the
right  to  exercise  the  Option  following  termination  of  the
Participant's  employment with or service on  the  Board  of  the
Company   and  its  Subsidiaries.   Such  provisions   shall   be
determined  in the sole discretion of the Committee  (subject  to
applicable law), shall be included in the Option Award  Agreement
entered  into  with Participants, need not be uniform  among  all
Options  granted  pursuant to the Plan or among Participants  and
may reflect distinctions based on the reasons for termination.

1.1             Transferability of Options.  Except as  otherwise
determined by the Committee, all Options granted to a Participant
under  the  Plan shall be exercisable during his or her  lifetime
only  by  such Participant, and no Option granted under the  Plan
may   be  sold,  transferred,  pledged,  assigned,  or  otherwise
alienated or hypothecated, other than by will or by the  laws  of
descent  and distribution.  ISOs are not transferable other  than
by will or by the laws of descent and distribution.

1.   Article   Stock Appreciation Rights

1.1              Grant  of  SARs.   Subject  to  the  terms   and
conditions  of  the Plan, an SAR may be granted  to  an  Eligible
Person  at  any time and from time to time as shall be determined
by  the  Committee.   The Committee may grant Freestanding  SARs,
Tandem SARs or any combination of these forms of SARs.

      The Committee shall have complete discretion in determining
the  number  of SARs granted to each Eligible Person (subject  to
Article  4  herein)  and, consistent with the provisions  of  the
Plan, in determining the terms and conditions pertaining to  such
SARs.

      The  Base Value of a Freestanding SAR shall equal the  Fair
Market Value of a Share on the date of grant of the SAR. The Base
Value of Tandem SARs shall equal the Option Exercise Price of the
related Option.

1.1             SAR  Award  Agreement.  Each SAR grant  shall  be
evidenced by an SAR Award Agreement that shall specify the number
of  SARs  granted,  the  Base Value, the term  of  the  SAR,  the
Exercise Period and such other provisions as the Committee  shall
determine.

1.1            Exercise and Payment of SARs.  Tandem SARs may  be
exercised  for all or part of the Shares subject to  the  related
Option upon the surrender of the right to exercise the equivalent
portion  of  the related Option.  A Tandem SAR may  be  exercised
only  with respect to the Shares for which its related Option  is
then exercisable.

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

      Freestanding SARs may be exercised upon whatever terms  and
conditions  the Committee, in its sole discretion,  imposes  upon
them.

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

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

(a)            the number of Shares with respect to which the SAR
is exercised.

      At the sole discretion of the Committee, the payment to the
Participant  upon  SAR  exercise may be in  cash,  in  Shares  of
equivalent value or in some combination thereof.

1.1             Termination.  Each SAR Award Agreement shall  set
forth the extent to which the Participant shall have the right to
exercise  the  SAR  following termination  of  the  Participant's
employment  with or service on the Board of the Company  and  its
Subsidiaries.  Such provisions shall be determined  in  the  sole
discretion of the Committee, shall be included in the  SAR  Award
Agreement  entered into with Participants, need  not  be  uniform
among all SARs granted pursuant to the Plan or among Participants
and   may   reflect  distinctions  based  on  the   reasons   for
termination.

1.1             Transferability  of SARs.   Except  as  otherwise
determined  by  the Committee, all SARs granted to a  Participant
under  the  Plan shall be exercisable during his or her  lifetime
only by such Participant or his or her legal representative,  and
no  SAR granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other  than  by
will or by the laws of descent and distribution.

1.   Article   Restricted Stock and Restricted Stock Units

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

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

      In addition, the Committee may, prior to or at the time  of
grant, designate an Award of Restricted Stock or Restricted Stock
Units as Qualified Restricted Stock or Qualified Restricted Stock
Units,  as the case may be, in which event it will condition  the
grant  or  vesting,  as applicable, of such Qualified  Restricted
Stock  or Qualified Restricted Stock Units, as the case  may  be,
upon  the  attainment of the Performance Goals  selected  by  the
Committee.

1.1              Restricted  Stock/Restricted  Stock  Unit  Award
Agreement.   Each  grant  of Restricted Stock  and/or  Restricted
Stock Units grant shall be evidenced by a Restricted Stock and/or
Restricted  Stock  Unit Award Agreement that  shall  specify  the
number  of  shares  of Restricted Stock and/or  Restricted  Stock
Units  granted, the initial value (if applicable), the Period  or
Periods  of  Restriction,  and  such  other  provisions  as   the
Committee shall determine.

1.1             Transferability.  Restricted Stock and Restricted
Stock  Units  granted  hereunder may not  be  sold,  transferred,
pledged,  assigned, or otherwise alienated or hypothecated  until
the  end  of the applicable Period of Restriction established  by
the  Committee and specified in the Award Agreement.  During  the
applicable Period of Restriction, all rights with respect to  the
Restricted  Stock  and  Restricted  Stock  Units  granted  to   a
Participant under the Plan shall be available during his  or  her
lifetime   only  to  such  Participant  or  his  or   her   legal
representative.

1.1             Certificates.  No certificates representing Stock
shall be issued until such time as all restrictions applicable to
such Shares have been satisfied.

1.1             Removal of Restrictions.  Restricted Stock  shall
become freely transferable by the Participant after the last  day
of the Period of Restriction applicable thereto.  Once Restricted
Stock is released from the restrictions, the Participant shall be
entitled  to receive a certificate.  Payment of Restricted  Stock
Units  shall  be  made  after  the last  day  of  the  Period  of
Restriction  applicable  thereto.  The  Committee,  in  its  sole
discretion, may pay Restricted Stock Units in cash or  in  Shares
(or  in  a  combination thereof), which have  an  aggregate  Fair
Market Value equal to the value of the Restricted Stock Units.

1.1             Voting Rights.  During the Period of Restriction,
Participants may exercise full voting rights with respect to  the
Restricted Stock.

1.1            Dividends and Other Distributions.  Subject to the
Committee's  right to determine otherwise at the time  of  grant,
during the Period of Restriction, Participants shall receive  all
regular cash dividends paid with respect to the Shares while they
are  so held.  All other distributions paid with respect to  such
Restricted Stock shall be credited to Participants subject to the
same  restrictions on transferability and forfeitability  as  the
Restricted Stock with respect to which they were paid  and  shall
be  paid  to the Participant  promptly after the full vesting  of
the  Restricted  Stock with respect to which  such  distributions
were made.

           Rights,  if any, to Dividend Equivalents on Restricted
Stock Units shall be established by the Committee at the time  of
grant and set forth in the Award Agreement.

1.1             Termination.   Each  Restricted  Stock/Restricted
Stock  Unit Award Agreement shall set forth the extent  to  which
the Participant shall have the right to receive  Restricted Stock
and/or  a Restricted Stock Unit payment following termination  of
the  Participant's employment with or service on the Board of the
Company   and  its  Subsidiaries.   Such  provisions   shall   be
determined  in  the  sole discretion of the Committee,  shall  be
included  in  the Award Agreement entered into with Participants,
need   not   be   uniform   among  all   grants   of   Restricted
Stock/Restricted  Stock  Units  or  among  Participants  and  may
reflect distinctions based on the reasons for termination.

1.   Article   Performance Units and Performance Shares

1.1            Grant of Performance Units and Performance Shares.
Subject  to  the  terms and conditions of the  Plan,  Performance
Units  and/or  Performance Shares may be granted to  an  Eligible
Person  at any time and from time to time, as shall be determined
by the Committee.

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

1.1               Performance   Unit/Performance   Share    Award
Agreement.   Each  grant of Performance Units and/or  Performance
Shares   shall  be  evidenced  by  a  Performance   Unit   and/or
Performance Share Award Agreement that shall specify  the  number
of  Performance  Units  and/or Performance  Shares  granted,  the
initial  value  (if  applicable),  the  Performance  Period,  the
Performance  Goals  and such other provisions  as  the  Committee
shall  determine,  including but not limited  to  any  rights  to
Dividend Equivalents.

1.1             Value  of  Performance Units/Performance  Shares.
Each  Performance  Unit  shall have  an  initial  value  that  is
established by the Committee at the time of grant.  The value  of
a  Performance Share shall be equal to the Fair Market Value of a
Share.   The  Committee  shall  set  Performance  Goals  in   its
discretion which, depending on the extent to which they are  met,
will   determine   the   number  and/or  value   of   Performance
Units/Performance  Shares  that  will  be   paid   out   to   the
Participants.

1.1             Earning of Performance Units/Performance  Shares.
After   the   applicable  Performance  Period  has   ended,   the
Participant shall be entitled to receive a payout with respect to
the   Performance   Units/Performance  Shares   earned   by   the
Participant  over the Performance Period, to be determined  as  a
function  of  the  extent to which the corresponding  Performance
Goals have been achieved.

1.1              Form   and  Timing  of  Payment  of  Performance
Units/Performance   Shares.   Payment   of   earned   Performance
Units/Performance Shares shall be made following the close of the
applicable  Performance  Period.   The  Committee,  in  its  sole
discretion, may pay earned Performance Units/Shares in cash or in
Shares  (or  in a combination thereof), which have  an  aggregate
Fair  Market  Value equal to the value of the earned  Performance
Units/Shares  at the close of the applicable Performance  Period.
Such  Shares  may  be granted subject to any restrictions  deemed
appropriate by the Committee.

1.1             Termination.   Each Performance  Unit/Performance
Share  Award  Agreement shall set forth the extent to  which  the
Participant  shall  have  the  right  to  receive  a  Performance
Unit/Performance  Share  payment  following  termination  of  the
Participant's  employment with or service on  the  Board  of  the
Company  and its Subsidiaries during a Performance Period.   Such
provisions  shall  be determined in the sole  discretion  of  the
Committee, shall be included in the Award Agreement entered  into
with  Participants,  need  not be uniform  among  all  grants  of
Performance  Units/Performance Shares or among  Participants  and
may reflect distinctions based on reasons for termination.

1.1             Transferability.  Except as otherwise  determined
by   the  Committee,  a  Participant's  rights  with  respect  to
Performance Units/Performance Shares granted under the Plan shall
be  available  during  the Participant's lifetime  only  to  such
Participant   or  the  Participant's  legal  representative   and
Performance   Units/Performance   Shares   may   not   be   sold,
transferred,   pledged,  assigned  or  otherwise   alienated   or
hypothecated,  other than by will or by the laws of  descent  and
distribution.


1.   Article   Other Awards

      The  Committee shall have the right to grant  other  Awards
which  may include, without limitation, the grant of Shares based
on  attainment of Performance Goals established by the Committee,
the payment of Shares in lieu of cash or cash based on attainment
of  Performance   Goals  established by the  Committee,  and  the
payment  of Shares in lieu of cash under other Company  incentive
or bonus programs. Payment under or settlement of any such Awards
shall  be  made in such manner and at such times as the Committee
may determine.

1.   Article   Beneficiary Designation

     Each Participant under the Plan may, from time to time, name
any  beneficiary or beneficiaries (who may be named  contingently
or successively) to whom any benefit under the Plan is to be paid
in  case  of  the  Participant's  death  before  the  Participant
receives any or all of such benefit.  Each such designation shall
revoke  all prior designations by the same Participant, shall  be
in  a  form prescribed by the Company and will be effective  only
when  filed by the Participant in writing with the Company during
the   Participant's  lifetime.   In  the  absence  of  any   such
designation, benefits remaining unpaid at the Participant's death
shall be paid to the Participant's estate.

     The spouse of a married Participant domiciled in a community
property   jurisdiction  shall  join  in   any   designation   of
beneficiary or beneficiaries other than the spouse.

1.   Article   Deferrals

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

1.   Article   Rights of Participants
1.1             Termination. Nothing in the Plan shall  interfere
with  or  limit  in  any  way the right of  the  Company  or  any
Subsidiary  to  terminate any Participant's employment  or  other
relationship with the Company or any Subsidiary at any time,  for
any reason or no reason in the Company's or the Subsidiary's sole
discretion, nor confer upon any Participant any right to continue
in  the  employ  of, or otherwise in any relationship  with,  the
Company or any Subsidiary.

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

1.1              Limitation   of  Implied  Rights.    Neither   a
Participant  nor any other Person shall, by reason of  the  Plan,
acquire any right in or title to any assets, funds or property of
the  Company  or  any  Subsidiary whatsoever, including,  without
limitation,  any specific funds, assets or other  property  which
the  Company or any Subsidiary, in their sole discretion, may set
aside  in  anticipation  of  a  liability  under  the  Plan.    A
Participant shall have only a contractual right to the Shares  or
amounts, if any, payable under the Plan, unsecured by any  assets
of  the Company or any Subsidiary.  Nothing contained in the Plan
shall  constitute a guarantee that the assets of  such  companies
shall be sufficient to pay any benefits to any Person.

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

1.   Article   Change in Control

      The  terms  of  this  Article 14 shall  immediately  become
operative,  without further action or consent by  any  person  or
entity,  upon  a  Change  in Control, and  once  operative  shall
supersede  and  take  control over any other provisions  of  this
Plan.

     Upon a Change in Control

(a)        Any  and all Options and SARs granted hereunder  shall
become immediately vested and exercisable;

(a)        Any  restriction periods and restrictions  imposed  on
Restricted  Stock,  Restricted Stock Units, Qualified  Restricted
Stock or Qualified Restricted Stock Units shall be deemed to have
expired;  any Performance Goals shall be deemed to have been  met
at   the  target  level;  such  Restricted  Stock  and  Qualified
Restricted  Stock shall become immediately vested  in  full,  and
such  Restricted Stock Units and Qualified Restricted Stock Units
shall be paid out in cash; and

(a)        The  target  payout opportunity attainable  under  all
outstanding  Awards  of Performance Units and Performance  Shares
and  any  other Awards shall be deemed to have been fully  earned
for the entire Performance Period(s) as of the effective date  of
the  Change  in  Control.   All Awards shall  become  immediately
vested.  All Performance Shares  and other Awards denominated  in
Shares shall be paid out in Shares, and all Performance Units and
other Awards shall be paid out in cash.

1.   Article   Amendment, Modification and Termination

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

1.1              Awards   Previously  Granted.   No  termination,
amendment  or modification of the Plan shall adversely affect  in
any  material  way any Award previously granted  under  the  Plan
without  the  written  consent of the  Participant  holding  such
Award,  unless  such termination, modification  or  amendment  is
required  by  applicable  law and except  as  otherwise  provided
herein.


1.   Article   Withholding

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

1.1              Share   Withholding.   With   respect   to   tax
withholding required upon the exercise of Options or  SARs,  upon
the  lapse of restrictions on Restricted Stock, or upon any other
taxable  event  arising out of or as a result of  Awards  granted
hereunder,  Participants  may elect to  satisfy  the  withholding
requirement, in whole or in part, by tendering Shares held by the
Participant  or  by having the Company withhold Shares  having  a
Fair  Market Value equal to the minimum statutory total tax which
could  be  imposed  on the transaction.  All elections  shall  be
irrevocable, made in writing and signed by the Participant.

1.   Article   Successors

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

1.   Article   Legal Construction

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

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

1.1             Requirements of Law.  The granting of Awards  and
the  issuance  of Shares under the Plan shall be subject  to  all
applicable laws, rules and regulations, and to such approvals  by
any governmental agencies or national securities exchanges as may
be required.

           Governing Law.  To the extent not preempted by Federal
law,  the  Plan, and all agreements hereunder, shall be construed
in  accordance with, and governed by, the laws of  the  State  of
Idaho.