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**Exhibit 10.33**

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**IDACORP, Inc. andIdaho Power Company Compensation forNon-Employee Directors of the Board of Directors(As amended January 21, 2010)**

All directors of IDACORP also serve as directors of IdahoPower Company. The fees and other compensation discussed below are for serviceon both boards. Employee directors receive no compensation for service on theboards.

*IDACORP, Idaho Power Company and Subsidiary Board Fees*
| Base Retainer         | $                                                | 45,000           |
|-----------------------|--------------------------------------------------|------------------|
| Additional Retainers  |                                             |             |
|                  | Chairman of the board                            | $                | 75,000 |
|                  | Chairman of audit committee                      |             | 12,500 |
|                  | Chairman of compensation committee               |             | 10,000 |
|                  | Chairman of corporate governance committee  |             | 6,000 |
|                  |                                             |             |   |
| Meeting Fees1         |                                             |             |
|                  | Board meeting                                    | $                | 1,500 |
|                  | Committee meeting                                |             | 1,500 |
|                  | Shareholder meeting                              |             | 1,500 |
|                  |                                             |             |   |
| Annual Stock Awards   | $                                                | 45,000           |
|                  |                                             |             |   |
| Subsidiary Board Fees |                                             |             |
|                  | IDACORP Financial Services                       |             |   |
|                  |                                             | Monthly retainer | $ | 750 |
|                  |                                             | Meeting fees     |   | 600 |
|                  | Ida-West Energy                                  |             |   |
|                  |                                             | Monthly retainer | $ | 750 |
|                  |                                             | Meeting fees     |   | 600 |
|                  |                                             |             |   |   |

 

1           Thechairman of the board does not receive meeting fees.

*Deferral Arrangements***Directors may defer all or aportion of their annual IDACORP, Idaho Power Company, IDACORP FinancialServices, Inc. and Ida-West Energy retainers and meeting fees and receive alump-sum payment of all amounts deferred with interest or a series of up to 10equal annual payments after they experience a separation from service withIDACORP and Idaho Power Company. Any cash fees that were deferred before 2009will be credited with the preceding month's average Moody's Long-Term CorporateBond Yield for utilities (the "Moody's Rate") plus three percent, until January1, 2019 when the interest rate will change to the Moody's Rate.  All cashfees that are deferred beginning January 1, 2009 will be credited with interestat the 

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Moody's Rate.  Interest is calculated on a pro rata basis eachmonth using a 360-day year and the average Moody's Rate for the precedingmonth.

Effective January 1, 2009, directors may also defer theirannual stock awards, which are then held as deferred stock units with dividendequivalents reinvested in additional deferred stock units.  Upon separationfrom service with IDACORP and Idaho Power Company, directors will receiveeither a lump sum payment or a series of up to 10 equal annual installments. Upon a change in control, as defined in the plan, the directors' deferralaccounts will be paid out in a lump sum.  Payments will be in shares of IDACORPcommon stock, with each deferred stock unit equal to one share of IDACORPcommon stock and any fractional shares paid in cash.

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