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**IDACORP**

**Exhibit 10.47**

                                                                                                                                                

 

                                                                                    December16, 2008

 

 

 

 

 

 

Re:       Section 409AModifications to your Deferred CompensationAgreement with IDACORP, Inc.                                           

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**Thisletter agreement will serve as an amendment to your Deferred CompensationAgreement and is intended to reflect recent changes in the interest rate ondeferred compensation and to bring your Deferred Compensation Agreement intodocumentary compliance with Section 409A of the Internal Revenue Code.  Pleaseread this letter and the attachments carefully and if you agree to theamendments reflected in Annex B, please sign where indicated and return to meas soon as possible, but in no event later than December 31, 2008. **

 

Dear  :

 

As part of our review of theCompany’s compensation plans for compliance with Section 409A of the InternalRevenue Code, we have reviewed the director deferred compensation agreementsand determined that they should be amended to help ensure they comply withSection 409A.  A copy of your deferred compensation agreement and any amendmentsthereto is attached hereto as Annex A (the “Deferral Agreement”).

 

Section 409A imposes significant,adverse taxes on individuals whose compensation is deferred (includingaccelerated income tax recognition and imposition of a 20% additional tax andinterest) if the terms of the governing deferred compensation plan or agreementdo not comply with Section 409A and related regulations by the end of 2008.

 

            In addition, theCompensation Committee of the Board of Directors (the “Board”) of the Company recentlyapproved changes to how interest will be credited under the DeferralAgreement.  Any cash director fees that you deferred before 2009 for yourservice as a member of the Board will continue to be credited with thepreceding month’s average Moody’s Long-Term Corporate Bond Yield for utilities(the “Moody’s Rate”) plus three percent, as stated in the Deferral Agreement,until January 1, 2019 when the interest rate will change to the Moody’s Rate. All cash fees that you defer for service as a member of the Board beginningJanuary 1, 2009 will be credited with interest at the Moody’s Rate, rather thanat the Moody’s Rate plus three percent.  Interest is calculated on a pro ratabasis each month using a 360-day year and the average Moody’s Rate for the precedingmonth.

 

 

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December 16, 2008

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**Descriptionof Amendments**

 

Following are the amendments thatwill be made to your Deferral Agreement, together with an explanation of whythe amendments are necessary.

 

•                    **“Separationfrom Service.” **UnderSection 409A, deferred compensation generally must be paid on a specified dateor dates or on a payment event listed in Section 409A.  A “separation fromservice,” as that term is used in Section 409A, is a permissible payment event.

Sections3(a) and 3(b) of your Deferral Agreement provide that payments will be made (orannual installments will commence) after “Director ceases to be a member of theBoard.”  Section 3(a) is hereby amended to read instead “Director experiences aseparation from service, as that term is used in Section 409A(a)(2)(A)(i) ofthe Internal Revenue Code of 1986, as amended (“Separation from Service”), withthe Company.”  Section 3(b) is hereby amended to read instead “Directorexperiences a Separation from Service with the Company.”

Itis possible for a director to cease being a member of the Board, but not have a“separation from service,” as that term is used in Section 409A.  For example,if a director were to provide substantial services to the company as aconsultant after ceasing to be a member of the Board, that may not constitute aseparation from service for purposes of Section 409A.  Making a payment to thedirector in that case would violate Section 409A.

•                    **Specifyinga Payment Date. **Asnoted above, Section 409A permits payment of deferred compensation on a specifieddate or dates or on a payment event listed in Section 409A.  A date can be apre-specified date (such as January 1, 2012) or it can be a date that is tiedto a permissible payment event (such as the first anniversary of separationfrom service).  A specified date can also be a period within one taxable year(such as the first 90 days of 2012 or the first 90 days of the calendar yearfollowing the year of separation from service).

*LumpSum Payments. *YourDeferral Agreement allowed you to elect to receive your payments either in alump sum or in up to ten annual installments.  The lump sum payment provision(Section 3(a)) states that payment will be made “as soon as practicable” afterthe first business day of the calendar year following the year the directorceases to be a member of the Board.  Because making payments “as soon aspracticable” after an event, without further limitation, may not comply withSection 409A, this provision is hereby amended to add “(but not more than 90days)” after “as soon as practicable.”

 

 

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December 16, 2008

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*InstallmentPayments*.  YourDeferral Agreement’s installment payment provision (Section 3(b)) provides forannual cash installment payments to be made commencing “on the first businessday of the calendar year” following the year in which you cease to be a memberof the Board.  This provision is hereby amended to state that each installmentpayment will be made on the first business day of the calendar year.

*PaymentFollowing Death. *YourDeferral Agreement’s payment provision relating to payment at death (Section 6)provides that payment will be made “as soon as practicable after the death ofDirector.” Because providing for payment to be made “as soon as practicable”after an event, without further limitation, may not comply with Section 409A,this provision is hereby amended to add “(but not later than 90 days)” after“as soon as practicable.”

Annex B hereto reflects Sections3(a), 3(b) and 6, as amended hereby.

 

If you have any questions, pleasecontact me at (208) 388-2878.

 

 

                                                                                                Verytruly yours,

 

 

                                                                                                PatrickA. Harrington

                                                                                                CorporateSecretary

 

AGREED:

 

 

__________________________                                ____________________

                                                      Date

 

 

Attachments

 

 

 

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**ANNEX A**

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December 16, 2008

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**ANNEX B**

 

Section 3(a), as amended, reads as follows:

 

(a)       ___     apayment of cash as soon as practicable (but notmore than 90 days) after the first business day of the calendar yearfollowing the year in which Director [ceases to be a member of the Board] experiences a separation from service, as that term isused in Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, asamended (“Separation from Service”), with the Company, such amount equalto the credit balance of Director’s interest account as provided in Section 4below.

 

Section 3(b), as amended, reads asfollows:

 

(b)       ___     ina series of ____ annual cash installment payments (not more than 10) to be made [commencing] on the first businessday of the calendar year commencing with thecalendar year following the year in which Director [ceases to be amember of the Board] experiences a Separationfrom Service with the Company.  The unpaid credit balance of thedeferred Fees shall continue to be adjusted, as provided in Section 4 of thisAgreement, during the period that Director or Director’s beneficiary is receivingsuch installment payments.

 

Section 6, as amended, reads asfollows:

 

            6.         PaymentofDeferredFeesintheEventofDeath. In the event of the death of Director while a member of the Board or prior tothe full payment to Director of the Fees deferred under this Agreement then thecredit balance remaining in Director’s interest account shall be paid in asingle lump sum payment to Director’s designated beneficiary or beneficiaries. Such single sum payment shall be made as soon as practicable (but not later than 90 days) after the death ofDirector.  If any dispute shall arise as to the entitlement of any person toany portion of the deferred Fees, the Corporation’s obligations under thisAgreement will be satisfied if it makes payment to Director’s estate.                 

 

 

**[bracketed language in Annex B deleted]**

 

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