Exhibit 10(h)(xi)

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2002 IDACORPEXECUTIVE INCENTIVE PLAN

 

**PURPOSE**

The purpose of theIDACORP Executive Incentive Plan (the "Plan") is to reinforce thegoals for IDACORP (the "Company") for profitable growth andcontinuation of a sound overall financial condition by providing incentivecompensation opportunities to selected key employees.  The Plan is intended to:

Attract,retain, and motivate key employees.

Relatecompensation to performance and financial results.

Shifta portion of compensation from fixed to a variable form.

 

**ADMINISTRATION**

The Chief ExecutiveOfficer (CEO) of IDACORP has authority to:

RecommendPlan Participants

Recommendtarget amounts for Plan Participants

Recommendthe Company and Subsidiary annual goals which will be the basis of Plan awards.

The Board ofDirectors Compensation Committee (the "Committee") will review therecommendations of the CEO, make any alterations deemed appropriate, and thenmake its recommendations to the full Board.

The IDACORP Board ofdirectors (the "Board") will determine and approve annual awards forthe CEO and Officers, and will be informed of and approve targets and awardsfor the other Plan Participants.

All actions,determinations, and decisions made by the Board will be final, conclusive, andbinding upon all parties concerned.  TheBoard has full authority to interpret, change, amend, or discontinue the Planin part or as a whole at any time and without prior notice.  No member of the Board shall incur anyliability by reason of any action or determination made with respect to thePlan.

PARTICIPATION

Annually the CEO ofthe Company, in conjunction with executive officers will review with theCommittee, after which the Committee will submit to the Board the list ofexecutives for participation in the Plan for that Plan year.  Employees recommended should be in aposition to directly and materially affect revenues, profits or losses, oroperating efficiencies of the Company. Employees will be notified of their participation in the Plan and willbe provided a copy of the performance measures and other criteria for awarddetermination.

Employees may becomeeligible to participate in the Plan by virtue of promotion or new hirefollowing the initial eligibility designation. In such case, award determination will be made on a pro-rata basis asrecommended by the CEO.

An employee whoretires, dies, or becomes disabled after he becomes a participant shall beeligible to receive an incentive award. An employee who terminates employment for reasons other than retirement,death, or disability after he becomes a participant shall not be eligible toreceive an incentive award.

**DETERMINATIONOF INCENTIVE AWARDS**

Incentive awards willbe based upon corporate and/or subsidiary performance measures as described inthe attachment(s).

The amount ofincentive to be awarded each participant will be calculated by multiplying anincentive percentage by the salary of each participant.  For participants who are active employees onDecember 31 of the year for which the incentives are awarded, the salary shallbe the annual rate of base salary in effect on December 1 exclusive of anyamounts earned under any incentive, bonus or benefit plans.  For participants to retire, die, becomedisabled, commence an approved leave of absence, or receive a base pay increaseduring the year, the salary shall be the total base salary paid during the yearexclusive of any amounts earned under any incentive, bonus, or benefit plans.

Performance betweenThreshold and Maximum is measured in steps, or tiers, and no prorating ofincentive will occur between separate tiers.

Furthermore,             payout under any goals other thanCorporate will occur only if payout occurs for Corporate performance.  On recommendation of the CEO and Committee,the Board has the discretion to authorize an Individual performance payout forextraordinary results on the part of a participant.

**PAYMENT OFAWARD**

Incentive awardsunder the Plan shall be made in cash by the Company to a participant who is anactive employee (other than those who retire, die or become disabled during theplan year) as of December 31 of the year for which the award relates.

Awards under thisPlan will be subject to the same withholding taxes as regular pay, and will beconsidered in the calculation of benefits under the Idaho Power CompanyRetirement Plan, and the Idaho Power Company Employee Savings Plan.

**PLAN IS NOT ACONTRACT**

No portion of thePlan is to be construed as a contract for compensation purposes nor forcontinued employment with IDACORP or any of its subsidiaries.

**CHANGE INCONTROL**

In the event of achange in control, as defined in the plan document for the Idaho Power CompanySenior Management Security Plan, the Committee with approval of the Board  will have the prerogative to triggerpayments at any time during the change of control period.  The value of such awards, if any, shall bedetermined based upon results as of the trigger date.

**EFFECTIVE DATE**

The Plan shall becomeeffective January 1, 2002, and if not terminated by action of the Board ofDirectors, shall expire December 31, 2002.