Exhibit10(h)(x)

 

 

**2002IDACORP Energy L.P. ("Company")Incentive Plan **

** **

**PLAN PURPOSE**

The purpose of the IncentivePlan (Plan) is to:

Increasethe value generated by its employees.

Provide avehicle to hire and retain the best people.

Providecompetitive levels of compensation based on performance, rather than seniorityor entitlement.

Promote andreward teamwork and business referrals.

Providethe opportunity of reward directly tied to contributions toward sustainableprofitability of the Company

**EFFECTIVE DATE**

ThePlan will be effective January 1, 2002 through December 31, 2002. The Plan willbe reviewed annually by the General Partner and may be amended or discontinuedat any time.  The Plan supersedes andreplaces all prior incentive plans or arrangements covering participants inthis Plan.

**PLAN ADMINISTRATION**

The Plan will beadministered by the President of IDACORP Energy. The Plan Administrator has theright to interpret or apply provisions of the plan.  The Plan Administrator reserves the right to change or amend thePlan in part or as a whole at any time and has the right to adjust any paymentresulting from extraordinary circumstances not contemplated in the intent ofthe Plan.

**ELIGIBILITY**

Eligibility is atthe discretion of the Plan Administrator. Eligible participants of the Planwill be notified at the beginning of each year, or as appropriate throughoutthe year for new Plan participants. Participants not receiving an acceptable performance rating may beexcluded from the Plan for any designated period at the discretion of the PlanAdministrator and immediate supervisor.

 

 

 

 

 

 

 

 

 

 

INCENTIVE POOLCALCULATION

The incentive poolwill equal:

Fifteen percent ofEarnings Before Taxes, and Incentive Payments exclusive of the earnings contributionof the Southwest Gas Group. The Southwest Gas Group incentive pool will equalfifteen percent of the Earnings Before Taxes, and Incentive Paymentscontribution by that Group.   As thecompany invests in assets, future pool percentages may be adjusted to stay inkeeping with industry averages.

The followingwill be used as a guide to the order of allocation of the pool toNon-Commercial, Executive, Commercial Groups and non-plan participants.  Final allocation will be at the discretionof the Plan Administrator.

1.     Non-commercial pool = 7 percent of the incentive pool.

2.     Commercial & Executive pool = The remaining 93 percent ofthe pool will be allocated between the Executive Pool and the Commercial Poolat the discretion of the Plan Administrator.

3.     Allocations may bemade out of the pool prior to distribution between the groups tonon-plan participants at the discretion of the Plan Administrator.

Definitions Used in Incentive Calculation:

Commercial Pool: Commodity Services GroupExecutive Pool:  The President and allOfficers of the Company reporting directly to the PresidentNon-Commercial Pool:  Employees of theMarketing Communications, Legal,Finance, RiskManagement, Energy Services & Administration Groups not covered in theCommercial or Executive Pools.Southwest Gas Group: The entire gas trading group located in Houston, Texas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**INDIVIDUAL DISTRIBUTION**

Individual payoutswill be based upon:

Individualperformance measured against pre-established competencies and performance goalsand,

Relativeranking within the respective pools as described in the following section.

**DistributionBased Upon Ranking**

Incentive funds will be individuallyallocated taking into account the following preferred relative rankingdistribution of employees' performance within each group. While the groups maynot adhere exactly to the preferred distribution, they will exercise informeddiscretion in the individual categories and meet a distribution that reflectstheir groups' overall effectiveness and need for improvement:
| 5%     | Superior                                                     |
|--------|--------------------------------------------------------------|
| 30%    | Excellent                                                    |
| 30%    | Strong                                                       |
| 25%    | Satisfactory                                                 |
| 10%    | Need Improvement (refers to normal learning  curve progress, |
|   | NOT performance problems)                                    |

 

**INCENTIVE PAYMENTS**

Incentive awardswill be paid on the second pay period in February following the end of the planyear.

No incentive willbe paid to a participant who terminates employment with the Company prior toDecember 31, 2002, other than those retire from the Company, die, or becomedisabled during the Plan year.  In theevent of retirement under the stated conditions, death, or disability,incentive payment will be pro-rated based upon months actually worked duringthe Plan year as interpreted by the Plan Administrator. Incentive payments foremployees who become eligible during the Plan year will be pro-rated based uponmonths actually worked during the Plan year as interpreted by the PlanAdministrator.

Incentivecompensation will be subject to the same withholding taxes as regular pay.  Incentive compensation will not beconsidered in the calculation of benefits, with the exception of the IdahoPower Company Retirement Plan, and the Idaho Power Company Employee SavingsPlan up to the limits prescribed by law.

 

 

 

 

 

 

 

 

 

 

 

**INCENTIVE DISTRIBUTION OUTSIDE IDACORPENERGY L.P.**

The PlanAdministrator has the authority to pay discretionary bonuses to those notemployed within IDACORP Energy L.P., but who are deemed by the PlanAdministrator to have made a significant contribution to the financial successof the company.  Funding for thesebonuses will also be from the pool as described above and deducted from thepool prior to calculating the allocation between Commercial, Executive andNon-Commercial Pools.

 

**PLAN IS NOT A CONTRACT**

No portion of thePlan is to be construed as a contract for compensation purposes or forcontinued employment with Company or its subsidiaries.