Exhibit 10(n)(iv)



                          IDAHO POWER COMPANY
                                   
                           SECURITY PLAN FOR
                      SENIOR MANAGEMENT EMPLOYEES








                         Amended and Restated
                                   
                       Effective August 1, 1996




                           TABLE OF CONTENTS

       
       ARTICLE I _ PURPOSE; EFFECTIVE DATE                       1
       
       ARTICLE II _ DEFINITIONS                                  2
       2.1   Actuarial Equivalent                                2
       2.2   Administrative Committee                            2
       2.3   Beneficiary                                         2
       2.4   Board                                               2
       2.5   Change in Control                                   3
       2.6   Change in Control Period                            4
       2.7   Company                                             4
       2.8   Compensation                                        5
       2.9   Compensation Committee                              5
       2.10  Contract of Participation                           5
       2.11  Disability                                          5
       2.12  Early Retirement Date                               5
       2.13  Employer                                            5
       2.14  Final Average Monthly Compensation                  5
       2.15  Frozen Retirement Benefit                           6
       2.16  Frozen Survivor Benefit                             7
       2.17  Normal Form of Benefit                              7
       2.18  Normal Retirement Date                              7
       2.19  Participant                                         8
       2.20  Plan Year                                           8
       2.21  Retirement                                          8
       2.22  Retirement Plan                                     8
       2.23  Security Plan Retirement Benefit                    8
       2.24  Target Retirement Percentage                        8
       2.25  Years of Participation                              8
       
       ARTICLE III _ PARTICIPATION AND VESTING                   9
       3.1   Eligibility and Participation                       9
       3.2   Vesting                                             9
       3.3   Change in Employment Status                         9
       
       ARTICLE IV _ BENEFIT ELECTION                            10
       4.1   Benefit Election                                   10
       4.2   Commencement of Benefits                           10
       
       
       ARTICLE V _ SURVIVOR BENEFITS                            11
       5.1   Pre-retirement Survivor Benefits                   11
       5.2   Post-termination Survivor Benefit                  12
       5.3   Survivor Benefit Election for
               Participants Prior to December 1, 1994.          12
       5.4   Suicide                                            13
       
       ARTICLE VI _ SECURITY PLAN RETIREMENT BENEFITS           14
       6.1   Normal Retirement Benefit                          14
       6.2   Early Retirement Benefit                           14
       6.3   Early Retirement Factor                            14
       6.4   Early Termination Benefits                         16
       6.5   Termination After Change in Control                16
       6.6   Form of Payment                                    17
       
       ARTICLE VII _ OTHER RETIREMENT PROVISIONS                18
       7.1   Disability                                         18
       7.2   Withholding Payroll Taxes                          18
       7.3   Payment to Guardian                                18
       7.4   Accelerated Distribution                           18
       
       ARTICLE VIII _ BENEFICIARY DESIGNATION                   20
       8.1   Beneficiary Designation for Participant 
               Not Eligible for Frozen Survivor Benefit         20
       8.2   Beneficiary Designation for Participant
               Eligible for Frozen Survivor Benefit             21
       8.3   Beneficiary Designation at Commencement 
               of Benefits                                      23
       8.4   Effect of Payment                                  23
       
       ARTICLE IX _ ADMINISTRATION                              24
       9.1   Administrative Committee Duties                    24
       9.2   Indemnity of Administrative Committee              24
       
       ARTICLE X _ CLAIMS PROCEDURE                             26
       10.1  Claim                                              26
       10.2  Denial of Claim                                    26
       10.3  Review of Claim                                    26
       10.4  Final Decision                                     26
       
       ARTICLE XI _ TERMINATION, SUSPENSION OR AMENDMENT        28
       11.1  Termination, Suspension or Amendment of Plan       28
       11.2  Change in Control                                  28
       
       
         ARTICLE XII _ MISCELLANEOUS                            29
       12.1  Unfunded Plan                                      29
       12.2  Unsecured General Creditor                         29
       12.3  Trust Fund                                         29
       12.4  Nonassignability                                   30
       12.5  Not a Contract of Employment                       30
       12.6  Governing Law                                      30
       12.7  Validity                                           31
       12.8  Notice                                             31
       12.9  Successors                                         31



                          IDAHO POWER COMPANY
             SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES
                         AMENDED AND RESTATED
                       EFFECTIVE AUGUST 1, 1996
                                   
                               ARTICLE I
                        PURPOSE; EFFECTIVE DATE
                                   
     The purpose of this Security Plan for Senior Management Employees
(the "Plan") is to provide supplemental retirement benefits for
certain key employees of Idaho Power Company, its subsidiaries and
affiliates.  It is intended that the Plan will aid in retaining and
attracting individuals of exceptional ability by providing them with
these benefits.  The effective date of this restatement shall be
August 1, 1996.
                              ARTICLE II
                              DEFINITIONS
                                   
     For the purposes of this Plan, the following terms shall have the
meanings indicated, unless the context clearly indicates otherwise:
     2.1  Actuarial Equivalent.  "Actuarial Equivalent" shall mean
equivalence in value between two (2) or more forms and/or times of
payment based on a determination by an actuary chosen by the Company
using generally accepted actuarial assumptions, methods and factors as
used in the Retirement Plan of Idaho Power Company which may be
amended from time to time.
     For purposes of Section 7.4, Actuarial Equivalent shall be
calculated using the Pension Benefit Guaranty Immediate Rate as of the
month preceding distribution plus 1% and the mortality table specified
in the Retirement Plan of Idaho Power Company which may be amended
from time to time.
     2.2  Administrative Committee.  "Administrative Committee" shall
mean the Administrative Committee appointed by the Compensation
Committee pursuant to Section 9.1 hereof to administer the Plan.
     2.3  Beneficiary.  "Beneficiary" shall mean the person, persons
or entity designated by the Participant pursuant to Article VIII to
receive any benefits payable under the Plan.  Each  such designation
shall be made in a written instrument filed with the Administrative
Committee and shall become effective only when received, accepted and
acknowledged in writing by the Administrative Committee or its
designee.
     2.4  Board.  "Board" shall mean the Board of Directors of the
Company.

     2.5  Change in Control.  "Change in Control" shall mean the
earlier 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 Securities
     Exchange Act of 1933 [the "Exchange Act"]) of such Person, shall
     be the beneficial owner of twenty percent (20%) or more of the
     voting stock then outstanding;
          (b)  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;
          (c)  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;
          (d)  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-third (2/3) of the directors then still in office who
     were members of the Board at the beginning of the period; or
          (e)  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;
          (f)  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.
          (g)  any other event which shall be deemed by a majority of
     the Executive Committee of the Board to constitute a "Change in
     Control."
     2.6  Change in Control Period.  "Change in Control Period" shall
mean the period beginning with a Change in Control as defined in
Section 2.5 and ending with the earlier of: (i) termination date of
the Change in Control as determined by the Compensation Committee or
(ii) 24 months following the consummation of a Change in Control.
     2.7  Company.  "Company" shall mean the Idaho Power Company, an
Idaho corporation, its successors and assigns.
     2.8  Compensation Committee.  "Compensation Committee" shall mean
the Board committee assigned responsibility for administering
Executive Compensation.
     2.9  Compensation.  "Compensation" shall mean the base salary and
annual bonuses paid to a Participant and considered to be "wages" for
purposes of federal income tax withholding.  Compensation shall be
calculated before reduction for any amounts deferred by the
Participant pursuant to any plan sponsored by the Employer which
permits deferral of current compensation.  Compensation does not
include long-term incentive compensation in any form, expense
reimbursements, or any form of noncash compensation or benefits.
     2.10 Contract of Participation.  "Contract of Participation"
shall mean an agreement of participation in the Idaho Power Security
Plan for Senior Management Employees between the Participant and the
Employer in the form attached as Appendix A.
     2.11 Disability.  "Disability" shall mean that a Participant is
eligible to receive benefits under the Long-Term Disability Program
maintained by the Employer.
     2.12 Early Retirement Date.  "Early Retirement Date" shall mean
the date on which a Participant terminates employment with the
Employer, if such termination date occurs on or after such
Participant's attainment of age fifty-five (55) but prior to
Participant's Normal Retirement Date.
     2.13 Employer.  "Employer" shall mean the Company and any
affiliated or subsidiary corporation designated by the Board, or any
successors to the business thereof.
     2.14 Final Average Monthly Compensation.  "Final Average Monthly
Compensation" shall mean the Compensation received by the Participant
during any sixty (60) consecutive months (during the last ten (10)
years of employment) for which the Participant's compensation was the
highest divided by sixty (60).  In determining Final Average Monthly
Compensation, annual bonuses shall be allocated equally to the months
in which they were accrued or earned.  Final Average Monthly
Compensation shall not include any Compensation payable to a
Participant pursuant to a written severance agreement with the
Employer.
     2.15 Frozen Retirement Benefit.  "Frozen Retirement Benefit"
shall mean the benefit accrued as of November 30, 1994, under the
Idaho Power Company Security Plan for Senior Management Employees as
amended and restated May 1, 1990.  The Frozen Retirement Benefit shall
be calculated using compensation through November 30, 1994, and actual
age at commencement of benefits.  All Participants are 100% vested in
their Frozen Retirement Benefit as of November 30, 1994.  The Frozen
Retirement Benefit shall be paid in the form and manner set forth in
this Plan prior to the November 30, 1994 amendment including the early
retirement reduction factors in effect under the May 1, 1990
restatement.   The Frozen Retirement Benefit shall include the
Participant's salary reduction with interest as provided in Section
5.5 of the Idaho Power Company Security Plan for Senior Management
Employees as amended and restated May 1, 1990.  In addition, the
Frozen Retirement Benefit shall also include any benefit payable from
the Idaho Power Company Supplemental Employee Retirement Plan (SERP)
before August 1, 1996 Restatement.  The Participant's age, service and
compensation at August 1, 1996 shall be used in determining this
additional Frozen Retirement Benefit from the SERP.  Effective
November 30, 1994, there shall be no additional employee contributions
or salary reductions under this Plan. The Frozen Retirement Benefit
accrued shall not be reduced due to the failure to complete salary
reductions for the final benefit class if such failure resulted from
removing the salary reduction requirement from the Plan effective
November 30, 1994.
     2.16 Frozen Survivor Benefit.  "Frozen Survivor Benefit" shall
mean the survivor benefit accrued as of November 30, 1994, under
Article IV of the Idaho Power Company Security Plan for Senior
Management Employees as amended and restated May 1, 1990.  The Frozen
Survivor Benefit shall be calculated using compensation through
November 30, 1994.  All Participants are 100% vested in their Frozen
Survivor Benefit as of November 30, 1994.  The Frozen Survivor Benefit
shall be paid in the form and manner set forth in this Plan prior to
the November 30, 1994 amendment.  The Frozen Survivor Benefit shall
include the Participant's salary reduction with interest as provided
in Section 5.5 of the Idaho Power Company Security Plan for Senior
Management Employees as amended and restated May 1, 1990.  Effective
November 30, 1994, there shall be no additional employee contributions
or salary reductions under this Plan.  In addition, the Frozen
Survivor Benefit shall also include any benefit payable from the Idaho
Power Company Supplemental Employee Retirement Plan (SERP) before
August 1, 1996 Restatement.  The Participant's age, service and
compensation at termination shall be used in determining this
additional Frozen Survivor Benefit from the SERP.  The Frozen Survivor
Benefit accrued shall not be reduced due to the failure to complete
salary reductions for the final benefit class if such failure resulted
from removing the salary reduction requirement from the Plan effective
November 30, 1994.
     2.17 Normal Form of Benefit.  "Normal Form of Benefit" shall mean
the normal form of monthly retirement benefit provided under
Section 3.01 of the Employer's Retirement Plan.
     2.18 Normal Retirement Date.  "Normal Retirement Date" shall mean
the date on which the Participant terminates employment with the
Employer if the termination date occurs on or after the Participant
attains age sixty-two (62).
     2.19 Participant.  "Participant" shall mean any individual who is
participating in or has participated in this Plan as provided in
Article III.
     2.20 Plan Year.  "Plan Year" shall mean the calendar year
effective November 30, 1994.
     2.21 Retirement.  "Retirement" shall mean a Participant's
termination from employment with the Employer at the Participant's
Early Retirement Date or Normal Retirement Date, as applicable.
     2.22 Retirement Plan.  "Retirement Plan" shall mean The
Retirement Plan of Idaho Power Company as may be amended from time to
time.
     2.23 Security Plan Retirement Benefit.  "Security Plan Retirement
Benefit" shall mean the benefit determined under Article VI of this
Plan.
     2.24 Target Retirement Percentage.  "Target Retirement
Percentage" shall equal six percent (6%) for each of the first ten
(10) years of participation plus an additional one percent (1%) for
each Year of Participation, exceeding ten (10).  The maximum Target
Retirement Percentage shall be seventy-five percent (75%).
     2.25 Years of Participation.  "Years of Participation" shall be
twelve (12) month periods, and portions thereof, which shall begin on
the earlier of, the date of the Participant's employment in a senior
management level position or a date designated by the Administrative
Committee, and shall end at the termination of participation.  Partial
Years of Participation, if any, shall be used in determining benefits
under this Plan.

                              ARTICLE III
                       PARTICIPATION AND VESTING

     3.1  Eligibility and Participation.
          (a)  Eligibility.  Eligibility to participate in the Plan is
     limited to those key employees of the Employer that are
     designated, from time to time, by the Employer.
          (b)  Participation.  Participation in the Plan shall
     continue until such time as the Participant ceases participation
     in this Plan and as long thereafter as the Participant is
     eligible to receive benefits under this Plan.
     3.2  Vesting.  A Participant shall be one hundred percent (100%)
     immediately vested.
     3.3  Change in Employment Status.  If the Employer determines
that a Participant's employment performance or classification is no
longer at a level which deserves participation in this Plan, but does
not terminate the Participant's employment with the Employer,
participation herein and eligibility to receive benefits hereunder
shall be limited to the Participant's accrued benefit as of the date
of the change in employment status.  In such an event, the benefits
payable to the Participant shall be based solely on the Participant's
Years of Participation and Final Average Monthly Compensation as of
such date. The benefit shall be calculated under the early retirement
provisions pursuant to Sections 6.2 and 6.3(a), with commencement of
benefit not earlier than the later of termination of employment or age
fifty-five (55).

                              ARTICLE IV
                           BENEFIT ELECTION

     4.1  Benefit Election.  Participants in this Plan prior to
December 1, 1994 or, if the Participant is deceased, the Beneficiary
of such Participant, must elect to receive in the 30-day period
immediately prior to receipt of any benefits under this Plan, (a) the
Frozen Benefit (the Frozen Retirement Benefit or Frozen Survivor
Benefit); or (b) the benefit accrued under this Plan as in effect
after November 30, 1994.
     A Participant may at any time prior to death or commencing
benefits elect pursuant to Section 5.3(b) that upon their death before
commencing benefits, the Frozen Survivor Benefit be paid to the
designated Beneficiaries.  This election may be revoked by the
Participant at any time.  This election requires spousal consent if
the Participant is married.
     4.2  Commencement of Benefits.  A Participant or a Beneficiary
shall determine the date when benefits shall commence within the time
authorized by the Plan.

                               ARTICLE V
                           SURVIVOR BENEFITS

     5.1  Pre-retirement Survivor Benefits.  If a Participant dies
while employed by the Employer, the Employer shall pay a survivor
benefit to such Participant's Beneficiary as follows:
          (a)  Amount.  The pre-termination survivor benefit shall be
     equal to sixty-six and two-thirds percent (66 2/3%) of the
     retirement benefit calculated under Article VI assuming
     retirement occurred at the later of age sixty-two (62) or date of
     death.  Final Average Monthly Compensation and the Retirement
     Plan benefit shall be determined as of the date of the
     Participant's death.  For purposes of this section (a), the
     Retirement Plan benefit shall be the accrued benefit determined
     as of the date of death as defined in the Retirement Plan.
          (b)  Payment.  If the Participant is married on the date of
     death, the benefits shall be paid to the spouse of the
     Participant for the life of the spouse beginning on the first day
     of the month coincident with or following the date of death.  If
     the spouse's date of birth is more than ten (10) years after the
     Participant's date of birth, the monthly benefit shall be reduced
     using the Actuarial Equivalent factors to reflect the number of
     years over ten (10) the spouse is younger than the Participant.
     If the Participant is unmarried on the date of death, the benefit
     shall be paid to the Participant's Beneficiary in a lump sum that
     is the Actuarial Equivalent of the value of a death benefit
     payable to an assumed spouse the same age as the Participant.
     5.2  Post-termination Survivor Benefit.
          (a)  Death Prior to Commencement of Benefits.
               (i)  Amount.  The amount of the post-termination
          survivor benefit shall be equal to sixty-six and two thirds
          percent (66 2/3%) of the retirement benefit payable to the
          Participant.
               (ii) Payment.  If the Participant is married on the
          date of death, the benefits shall be paid to the spouse of
          the Participant for the life of the spouse beginning on the
          first day of the month coincident with or following the date
          of death.  If the spouse's date of birth is more than ten
          (10) years after the Participant's date of birth, the
          monthly benefit shall be reduced using Actuarial Equivalent
          factors to reflect the number of years over ten (10) the
          spouse is younger than the Participant.  If the Participant
          is unmarried on the date of death, the benefit shall be paid
          to the Participant's Beneficiary in a lump sum that is the
          Actuarial Equivalent of the value of a death benefit payable
          to an assumed spouse the same age as the Participant.
          (b)  Death After Commencement of Benefits.  If a Participant
     dies after commencement of benefits, a survivor benefit will be
     paid only if, and to the extent provided for, under the form of
     benefit elected by the Participant pursuant to Sections 6.6.
     5.3  Survivor Benefit Election for Participants Prior to December
1, 1994.
          (a)  Death Prior to Commencing Benefits and Making Frozen
     Survivor Benefit Election.  As described in Section 4.1, if a
     Participant who participated in this Plan prior to December 1,
     1994 dies prior to commencing benefits, the Beneficiary of the
     Participant must elect to receive (a) the Frozen Survivor
     Benefit; or (b) the benefit accrued under Section 5.1 of this
     plan as in effect after November 30, 1994.  If the Participant
     was unmarried at the time of the Participant's death and more
     than one primary Beneficiary has been designated, the
     Beneficiaries shall be deemed to have elected the benefit of
     highest value based on the Actuarial Equivalent basis specified
     in Section 2.1 of this Plan.
          (b)  Election of Frozen Survivor Benefit Prior to Commencing
     Benefits.  A Participant may at any time prior to commencing
     benefits elect that, upon their death before commencing benefits,
     the Frozen Survivor Benefit be paid to the designated
     Beneficiary(ies).  This election, including the Beneficiary(ies)
     designation, requires spousal consent if married.  This election
     may be revoked by the Participant at any time.  If this election
     is made and the Participant dies before commencing benefits, the
     Frozen Survivor Benefit shall be paid to the Beneficiary(ies) in
     lieu of the survivor benefits described in Sections 5.1 and 5.2.
     5.4  Suicide.  In the event a Participant commits suicide within
one (1) year of initially entering this Plan, no benefits shall be
payable hereunder to the Participant's Beneficiaries.

                              ARTICLE VI
                   SECURITY PLAN RETIREMENT BENEFITS

     6.1  Normal Retirement Benefit.  The monthly Security Plan
Retirement Benefit shall equal the Target Retirement Percentage
multiplied by the Participant's Final Average Monthly Compensation,
less the amount of the Participant's retirement benefit under the
Retirement Plan Normal Form of Benefit regardless of the form actually
selected by the Participant under the Retirement Plan. If the
Participant selects an "optional" form of benefit under this Plan,
then the benefit shall be the Actuarial Equivalent of the Normal Form
of Benefit.
     6.2  Early Retirement Benefit.  If a Participant retires at an
Early Retirement Date, the Employer shall pay to the Participant a
monthly Security Plan Retirement Benefit.  The Early Retirement
Benefit shall be equal to the Target Retirement Percentage, multiplied
by the Early Retirement Factor and by the Participant's Final Average
Monthly Compensation, less the amount of the Participant's retirement
benefit under the Retirement Plan Normal Form of Benefit at the later
of, age fifty-five (55) or the Participant's retirement date. If the
Participant selects an "optional" form of benefit under this Plan,
then the benefit shall be the Actuarial Equivalent of the Normal Form
of Benefit.
     6.3  Early Retirement Factor.  If a Participant retires before
the Participant's Normal Retirement Date, the Target Retirement
Percentage shall be multiplied by one (1) of the following Early
Retirement Factors.
          (a)  If termination occurs with approval or if the
     Participant terminates within a Change in Control Period, the
     Early Retirement Factor shall be as described below:
     
               Exact Age When     Early
               Payments Begin     Retirement
                                  Factor
                   62                 100%
                   61                 96%
                   60                 92%
                   59                 87%
                   58                 82%
                   57                 77%
                   56                 72%
                   55                 67%
     
                         Early retirement factors will be prorated to
          reflect retirement on other than an exact age (completed
          months).
          (b)  If termination occurs without approval and the
     Participant has not terminated within a Change in Control Period,
     the Early Retirement Factor shall be the factor described in (a)
     above, times a fraction equal to the Participant's Years of
     Participation at termination divided by the Years of
     Participation the Participant would have had at Participant's
     Normal Retirement Date if Participant had continued to be
     employed by the Employer.
          (c)  Authorization to grant approval for early retirement is
     vested with the Compensation Committee for elected officers of
     the Employer and with the Chief Executive Officer of the Employer
     for non-officers.
     6.4  Early Termination Benefits.  If a vested Participant
terminates employment with the Employer prior to Retirement or death,
the Employer shall pay to the Participant, commencing not earlier than
the later of the Participant's fifty-fifth (55th) birthday or
termination of employment, the Security Plan Retirement Benefit as
determined under this section.
          (a)  The Target Retirement Percentage shall be calculated
     based upon the Years of Participation and then multiplied by a
     fraction equal to the Participant's actual Years of Participation
     divided by the Years of Participation the Participant would have
     had at the Normal Retirement Date if the Participant had
     continued to be employed by the Employer to age sixty-two (62).
     The adjusted Target Retirement Percentage shall be further
     reduced by the factor described in Section 6.3(a) for each month
     between the Participant's benefits commencement date and age
     sixty-two (62).
          (b)  The Early Termination Benefit shall be offset by the
     Retirement Plan Normal Form of Benefit payable on the date of
     benefit commencement regardless of service.
     6.5  Termination After Change in Control.  If a Participant
terminates within the Change in Control Period, the Participant shall
receive, beginning on the later of the attainment of age fifty-five
(55) or the Participant's actual termination date, the Early
Retirement Benefit calculated with the Early Retirement Factors set
forth in 6.3(a).
     6.6  Form of Payment.  The Security Plan Retirement Benefit shall
be paid in the normal form provided below unless the Participant
elects twelve months prior to commencement of benefits an Actuarial
Equivalent form of benefit provided in this section.
          (a)  Normal Form of Benefit Payment.  The normal form of
     payment shall be a single-life annuity for the lifetime of the
     Participant.
          (b)  Actuarial Equivalent Forms of Benefit.
               (i)  A joint and survivor annuity with payments
          continued to the surviving spouse at an amount equal to two-
          thirds (2/3) of the Participant's benefit.
          (ii) A joint and survivor annuity with payments continued to
the surviving spouse at an amount equal to the Participant's benefit.


                              ARTICLE VII
                      OTHER RETIREMENT PROVISIONS

     7.1  Disability.  During a period of Disability, a Participant
will continue to accrue Years of Participation; and any benefits
payable under this Plan shall be based upon the greater of the
Participant's Compensation at the time of Disability or Final Average
Monthly Compensation.
     7.2  Withholding Payroll Taxes.  The Employer shall withhold from
payments made hereunder any taxes required to be withheld from a
Participant's wages under federal, state or local law.
     7.3  Payment to Guardian.  If a Plan benefit is payable to a
minor or a person declared incompetent or to a person incapable of
handling the disposition of property, the Administrative Committee may
direct payment of such Plan benefit to the guardian, legal
representative or person having the care and custody of the minor,
incompetent or person.  The Administrative Committee may require proof
of incompetency, minority, incapacity or guardianship, as it may deem
appropriate, prior to distribution of the Plan benefit.  The
distribution shall completely discharge the Administrative Committee
and the Employer from all liability with respect to such benefit.
     7.4  Accelerated Distribution.  Notwithstanding any other
provision of the Plan, a Participant shall be entitled to receive,
upon written request to the Administrative Committee, a lump sum
distribution equal to ninety percent (90%) of the Actuarial Equivalent
vested accrued Security Plan Retirement Benefit, as of the date thirty
(30) days after notice is given to the Administrative Committee.  The
remaining balance of ten percent (10%) shall be forfeited by the
Participant.  The amount payable under this section shall be paid in a
lump sum with ten (10) days following the thirty (30) day period
outlined above.  If a Participant requests and obtains an accelerated
distribution under this Section 7.4 and remains employed by the
Company, participation will cease and there will be no future benefit
accruals under this Plan.  Following the death of a Participant, the
Beneficiary may, at any time, request an accelerated distribution
under this section.  If the deceased Participant named multiple
Beneficiaries, then all named Beneficiaries must consent to the
request for an accelerated distribution.  The benefit payable to the
Beneficiary shall be equal to ninety percent (90%) of the Actuarial
Equivalent of the Security Plan Retirement Benefit payable to the
Beneficiary.  Payment of an accelerated distribution pursuant to this
Section 7.4 shall completely discharge the Employer's obligation to
the Participant and any Beneficiaries under this Plan.

                             ARTICLE VIII
                        BENEFICIARY DESIGNATION

     8.1  Beneficiary Designation for Participant Not Eligible for
Frozen Survivor Benefit.  If the Participant is married, the
Beneficiary shall be the Participant's spouse.  Each unmarried
Participant shall have the right, at any time, to designate any person
or persons as Beneficiary or Beneficiaries (both primary as well as
contingent) to whom payment under this Plan shall be made in the event
of the Participant's death prior to the discharge of the Employer's
obligation under this plan.
     Any Beneficiary designation may be changed by a Participant by
the filing of a written form prescribed by the Administrative
Committee.  The filing of a new Beneficiary designation form will
cancel all Beneficiary designations previously filed.  Any finalized
divorce or marriage (other than common law) of a Participant
subsequent to the date of filing of a Beneficiary designation form
shall automatically revoke the prior designation.  If a Participant
fails to designate a Beneficiary as provided above, or if the
Beneficiary designation is revoked by marriage or divorce, without
execution of a new designation, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of
the Participant's benefits, then Participant's designated Beneficiary
shall be deemed to be the person or persons surviving the Participant
in the first of the following classes in which there is a survivor,
share and share alike:
          (a)  the Participant's surviving spouse;
          (b)  the Participant's children, except that if any of the
     children predecease the Participant but leave issue surviving,
     the issue shall take by right of representation;
          (c)  the Participant's personal representative (executor or
     administrator).
     8.2  Beneficiary Designation for Participant Eligible for Frozen
Survivor Benefit.
          (a)  Frozen Survivor Benefit Elected.  If the Participant
     elects the Frozen Survivor Benefit pursuant to Section 5.3(b),
     the Participant shall designate any person or persons as
     Beneficiary or Beneficiaries (both primary as well as contingent)
     to whom payment of the Frozen Survivor Benefit shall be made in
     the event of the Participant's death prior to commencement of
     benefits under this Plan.  If the Participant is married,
     designation of a Beneficiary other than the spouse shall require
     spousal consent.  Any future change in Beneficiary shall also
     require spousal consent.
          (b)  Frozen Survivor Benefit Not Elected by Married
     Participant.  If the Participant does not elect the Frozen
     Survivor Benefit pursuant to Section 5.3(b) and the Participant
     is married, the Participant's spouse shall be the Beneficiary to
     whom payment of the Frozen Survivor Benefit shall be made in the
     event of the Participant's death prior to the commencement of
     benefits under the Plan.
          (c)  Frozen Survivor Benefit Not Elected by Unmarried
     Participant.  If the Participant does not elect the Frozen
     Survivor Benefit pursuant to Section 5.3(b) and the Participant
     is unmarried, the Participant shall designate any person or
     persons as Beneficiary(ies) (both primary as well as contingent)
     to whom payment of the Frozen Survivor Benefit shall be made in
     the event of the Participant's death prior to the commencement of
     benefits under this Plan.
     Any Beneficiary designation may be changed by a Participant by
filing a written form prescribed by the Administrative Committee.  The
filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed.
     Any finalized divorce or marriage (other than common law) of a
Participant subsequent to the date of filing a Beneficiary designation
form shall automatically revoke the prior designation unless the
Frozen Survivor Benefit has been elected pursuant to Section 5.3(b)
and a nonspouse beneficiary designated.  If a Participant fails to
designate a Beneficiary as provided above, or if the Beneficiary
designation is revoked by marriage or divorce, without execution of a
new designation, or if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant's
benefits, then Participant's designated Beneficiary shall be deemed to
be the person or persons surviving the Participant in the first of the
following classes in which there is a survivor, share and share alike:
          (a)  the Participant's surviving spouse;
                    (b)  the Participant's children, except that if
               any of the children predecease the Participant but
               leave issue surviving, the issue shall take by right of
               representation;
          (c)  the Participant's personal representative (executor or
     administrator).
     8.3  Beneficiary Designation at Commencement of Benefits.
Notwithstanding any Beneficiary designation made pursuant to Sections
8.1. and 8.2, a Participant who commences retirement benefits under
Article VI shall:
          (a)  If they elect the Frozen Retirement Benefit, designate
     a Beneficiary or Beneficiaries (primary as well as contingent) to
     whom any remainder of the payments shall be made in the event of
     their death prior to receiving 180 payments.
          (b)  If they elect the benefit accrued under Article VI as
     in effect after November 30, 1994, the Beneficiary shall be the
     spouse pursuant to an election under Section 6.6.  If no election
     has been made under Section 6.6(b), no benefits are payable upon
     the Participant's death.
     8.4  Effect of Payment.  The payment to the Beneficiary shall
completely discharge Employer's obligations under this Plan.

                                ARTICLE IX
                              ADMINISTRATION

     9.1  Administrative Committee Duties.  This Plan shall be
administered by an Administrative Committee which shall consist of not
less than three (3) nor more than five (5) persons appointed by the
Compensation Committee.  Members of the Administrative Committee may
be Participants under this Plan.  The Administrative Committee shall
have the authority to make, amend, interpret and enforce all
appropriate rules and regulations for the administration of this Plan
and decide or resolve any and all questions including interpretations
of this Plan, as may arise in connection with the Plan.  A majority
vote of the Administrative Committee members shall control any
decision.
     In the administration of this Plan, the Administrative Committee
may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit and may from time to time consult
with counsel who may be counsel to the Employer.
     Subject to Article X, the decision or action of the
Administrative Committee in respect of any questions arising out of,
or in connection with, the administration, interpretation and
application of the Plan and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.
     9.2  Indemnity of Administrative Committee.  To the extent
permitted by applicable law, the Employer shall indemnify, hold
harmless and defend the Administrative Committee against any and all
claims, loss, damage, expense or liability arising from any action or
failure to act with respect to this Plan, provided that the
Administrative Committee was acting in accordance with the applicable
standard of care.  The indemnity provisions set forth in this Article
shall not be deemed to restrict or diminish in any way any other
indemnity available to the Administrative Committee members in
accordance with the Articles or By-laws of the Company.

                               ARTICLE X
                           CLAIMS PROCEDURE

     10.1 Claim  Any person claiming a benefit, requesting an
interpretation or ruling under the Plan, or requesting information
under the Plan shall present the request in writing to the
Administrative Committee who shall respond in writing as soon as
practicable.
     10.2 Denial of Claim.  If the claim or request is denied, the
written notice of denial shall state:
          (a)  the reason for denial, with specific reference to the
     Plan provisions on which the denial is based;
          (b)  a description of any additional material or information
     required and an explanation of why it is necessary; and
          (c)  an explanation of the Plan's claims review procedure.
     10.3 Review of Claim.  Any person whose claim or request is
denied or who has not received a response within thirty (30) days may
request a review by notice given in writing to the Administrative
Committee.  The claim or request shall be reviewed by the
Administrative Committee who may, but shall not be required to, grant
the claimant a hearing.  On review, the claimant may have
representation, examine pertinent documents, and submit issues and
comments in writing.
     10.4 Final Decision.  The decision on review shall normally be
made within sixty (60) days.  If an extension of time is required for
a hearing or other special circumstances, the claimant shall be
notified and the time limit shall be one hundred twenty (120) days.
The decision shall be in writing and shall state the reason and the
relevant Plan provisions.  All decisions on review shall be final and
bind all parties concerned.

                              ARTICLE XI
                 TERMINATION, SUSPENSION OR AMENDMENT

     11.1 Termination, Suspension or Amendment of Plan.  The Board
may, in its sole discretion, terminate or suspend this Plan at any
time or from time to time, in whole or in part.  The Board may amend
this Plan at any time or from time to time.  Any amendment may provide
different benefits or amounts of benefits from those herein set forth.
However, no such termination, suspension or amendment or other action
with respect to the Plan shall adversely affect the benefits of
Participants which have accrued prior to such action, the benefits of
any Participant who has previously retired, or the benefits of any
Beneficiary of a Participant who has previously died.  Furthermore, no
termination, suspension or amendment shall alter the applicability of
the vesting schedule in Section 3.2 with respect to a Participant's
accrued benefit at the time of such termination, suspension or
amendment.
     11.2 Change in Control.  Notwithstanding Section 11.1 above,
during a Change in Control Period, neither the Board nor the
Administrative Committee may terminate this Plan with regard to
accrued benefits of current Participants.  No amendment may be made to
the Plan during a Change in Control Period which would adversely
affect the accrued benefits of current Participants, the benefits of
any Participant who has retired, or the Beneficiary of any Participant
who has died.  The Plan shall continue to operate and be effective
with regard to all current or retired Participants and their
Beneficiaries during any Change in Control Period.

                              ARTICLE XII
                             MISCELLANEOUS

     12.1 Unfunded Plan.  This Plan is intended to be an unfunded plan
maintained primarily to provide deferred compensation benefits for a
select group of "management or highly compensated employees" within
the meaning of Sections 201, 301 and 401 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and therefore to be
exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
     12.2 Unsecured General Creditor.  Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interest or claims in any property or asset of the
Employer, nor shall they be Beneficiaries of, or have any rights,
claims or interests in any life insurance policies, annuity contracts
or the proceeds therefrom owned or which may be acquired by the
Employer.  Except as may be provided in Section 12.3, such policies,
annuity contracts or other assets of the Employer shall not be held
under any trust for the benefit of Participants, their Beneficiaries,
heirs, successors or assigns, or held in any way as collateral
security for the fulfilling of the obligation of the Employer under
this Plan.  Any and all of the Employer's assets and policies shall
be, and remain, the general, unpledged, unrestricted assets of the
Employer.  The Employer's obligation under the Plan shall be that of
an unfunded and unsecured promise to pay money in the future.
     12.3 Trust Fund.  The Employer shall be responsible for the
payment of all benefits provided under the Plan.  At its discretion,
the Employer may establish one or more trusts, with such trustees as
the Board may approve, for the purpose of providing for the payment of
such benefits.  Such trust or trusts may be irrevocable, but the
assets thereof shall be subject to the claims of the Employer's
creditors.  To the extent any benefits provided under the Plan are
actually paid from any such trust, the Employer shall have no further
obligation with respect thereto, but to the extent not so paid, such
benefits shall remain the obligation of, and shall be paid by, the
Employer.
     12.4 Nonassignability.  Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights
to which are, expressly declared to be unassignable and
nontransferable.  No part of the amount payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of
law in the event of  Participant's or any other person's bankruptcy or
insolvency.
     12.5 Not a Contract of Employment.  The terms and conditions of
this Plan shall not be deemed to constitute a contract of employment
between the Employer and the Participant, and the Participant (or
Participant's Beneficiary) shall have no rights against the Employer
except as may otherwise be specifically provided herein.  Moreover,
nothing in this Plan shall be deemed to give a Participant the right
to be retained in the service of the Employer or to interfere with the
right of the Employer to discipline or discharge the Participant at
any time.
     12.6 Governing Law.  The provisions of this Plan shall be
construed, interpreted and governed in all respects in accordance with
the applicable federal law and, to the extent not preempted by such
federal law, in accordance with the laws of the State of Idaho without
regard to the principles of conflicts of laws.
     12.7 Validity.  If any provision of this Plan shall be held
illegal or invalid for any reason, the remaining provisions shall
nevertheless continue in full force and effect without being impaired
or invalidated in any way.
     12.8 Notice.  Any notice or filing required or permitted to be
given  under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail or fax.  The notice
shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
     12.9 Successors.  Subject to Section 11.1, the provisions of this
Plan shall bind and inure to the benefit of the Employer and its
successors and assigns.  The term successors as used herein shall
include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Employer, and
successors of any such corporation or other business entity.

                                   IDAHO POWER COMPANY


                                   By: ________________________________
                                                  Chairman


                                   By: ________________________________
                                                  Secretary

                                   Dated: _____________________________

                                                            
                                                            
                                                            APPENDIX A


                   CONTRACT OF PARTICIPATION IN THE
                   IDAHO POWER COMPANY SECURITY PLAN
                    FOR SENIOR MANAGEMENT EMPLOYEES
                                   


NAME OF PARTICIPANT:

DATE OF BIRTH:

SENIOR MANAGEMENT PLAN ENTRY DATE:

BENEFICIARY:


This Agreement is made and entered into as of the date written
hereinbelow by and between Idaho Power Company and ______________.  
This Agreement is subject to all of the terms of the Idaho Power
Company Security Plan for Senior Management Employees, as amended and
restated November 30, 1994 (The "Plan").  By signing this agreement,
Participant acknowledges receipt of a copy of the Plan document.



PARTICIPANT                        IDAHO POWER COMPANY



BY                                 BY
             PARTICIPANT                         CHAIRMAN



DATE                               DATE
                           




                           IDAHO POWER COMPANY
 
                   SECURITY PLAN FOR BOARD OF DIRECTORS






                           Amended and Restated

                         Effective August 1, 1996


                            TABLE OF CONTENTS



ARTICLE IPURPOSE; EFFECTIVE DATE                      1
     1.1  Purpose                                     1

ARTICLE IIDEFINITIONS                                 2
     2.1  Actuarial Equivalent                        2
     2.2  Administrative Committee                    2
     2.3  Beneficiary                                 2
     2.4  Board                                       3
     2.5  Change in Control                           3
     2.6  Change in Control Period                    5
     2.7  Company                                     5
     2.8  Compensation Committee                      5
     2.9  Contract of Participation                   5
     2.10 Employer                                    5
     2.11 Participant                                 6
     2.12 Plan Anniversary Date                       6
     2.13 Plan Year                                   6
     2.14 Supplemental Retirement Benefit             6
     2.15 Year of Service                             6

ARTICLE IIIPARTICIPATION AND VESTING                  7
     3.1  Participation                               7
     3.2  Fee Reduction                               7
     3.3  Vesting                                     7

ARTICLE IVSURVIVOR BENEFITS                           8
     4.1  Death Benefit                               8
     4.2  Suicide                                    12
            ARTICLE V
     RETIREMENT BENEFITS                             13
     5.1  Benefit                                    13
     5.2  Form of Payment                            13
     5.3  Commencement of Benefit Payment            14
     5.4  Grandfathered Form of Benefit              14

ARTICLE VIBENEFICIARY DESIGNATION                    15
     6.1  Beneficiary Designation                    15
     6.2  Amendments, Marital Status, 
            No Participant Designation               15
     6.3  Effect of Payment                          16

ARTICLE VIITERMINATION, SUSPENSION OR 
  AMENDMENT OF PLAN                                  17
     7.1  Termination, Suspension or 
            Amendment of Plan                        17
     7.2  Change in Control                          17

ARTICLE VIIIADMINISTRATION                           18
     8.1  Administrative Committee Duties            18
     8.2  Indemnity of Administrative Committee      19

ARTICLE IXCLAIMS PROCEDURE                           20
     9.1  Claim                                      20
     9.2  Denial of Claim                            20
     9.3  Review of Claim                            20
     9.4  Final Decision                             20

ARTICLE XMISCELLANEOUS                               22
     10.1 Unfunded Plan                              22
     10.2 Unsecured General Creditor                 22
     10.3   Trust Fund                               23
     10.4 Nonassignability                           23
     10.5 Governing Law                              23
     10.6 Validity                                   24
     10.7 Notice                                     24
     10.8 Successors                                 24
     10.9 Payment to Guardian                        24
     10.10  Accelerated Distribution.                25



                      IDAHO POWER COMPANY

              SECURITY PLAN FOR BOARD OF DIRECTORS

              AMENDED AND RESTATED AUGUST 1, 1996



                           ARTICLE I

                    PURPOSE; EFFECTIVE DATE

     1.1  Purpose.  The purpose of this restated Security Plan
for Board of Directors (the "Plan") is to define the terms of the
Plan to advance the interests of Idaho Power Company, an Idaho
corporation, and its stockholders by furnishing a variety of
supplemental benefits designed to attract and retain outstanding
individuals as directors of Idaho Power Company, its subsidiaries
and affiliates, and to stimulate the efforts of such directors by
giving suitable recognition to services which will contribute
materially to the success of Idaho Power.  The effective date of
this restatement shall be August 1, 1996.


                           ARTICLE II
                          DEFINITIONS
     
     For the purposes of this Plan, the following terms shall
have the meaning indicated, unless the context clearly indicates
otherwise.
     2.1  Actuarial Equivalent.  "Actuarial Equivalent" shall
mean equivalence in value between two (2) or more forms and/or
times of payment based on a determination by an actuary chosen by
the Company using generally accepted actuarial assumptions,
methods and factors as used in the Retirement Plan of Idaho Power
Company which may be amended from time to time.
     For purposes of Section 10.10, Actuarial Equivalent shall be
calculated using the Pension Benefit Guaranty Immediate Rate as
of the month preceding distribution plus 1% and the mortality
table specified in the Retirement Plan of Idaho Power Company
which may be amended from time to time.
     2.2  Administrative Committee.  "Administrative Committee"
shall mean the committee appointed by the Compensation Committee
pursuant to Section 8.1 hereof to administer the Plan.
     2.3  Beneficiary.  "Beneficiary" shall mean the person,
persons or entity designated by the Participant or pursuant to
Article VI to receive any benefits payable under the Plan.  Each
such designation shall be made in a written instrument filed with
the Administrative Committee and shall become effective only when
received, accepted and acknowledged in writing by the
Administrative Committee or its designee.
     2.4  Board.  "Board" shall mean the Board of Directors of
the Company.
     2.5  Change in Control.  "Change in Control" shall mean the
earlier 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 Securities
Exchange Act of 1933 [the "Exchange Act"]) of such Person, shall
be the beneficial owner of twenty percent (20%) or more of the
voting stock then outstanding;
          (b)  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;
          (c)  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;
          (d)  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-third (2/3) of the directors then still
in office who were members of the Board at the beginning of the
period; or
          (e)  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;
          (f)  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.
          (g)  any other event which shall be deemed by a
majority of the Executive Committee of the Board to constitute a
"Change in Control."
     2.6  Change in Control Period.  "Change in Control Period"
shall mean the period beginning with a Change in Control as
defined in Section 2.5 and ending with the earlier of: (i)
termination date of the Change in Control as determined by the
Compensation Committee or (ii) 24 months following the
consummation of a Change in Control
     2.7  Company.  "Company" shall mean the Idaho Power Company,
an Idaho corporation, its successors and assigns.
     2.8  Compensation Committee.  "Compensation Committee" shall
mean the Board committee assigned responsibility for
administering Executive Compensation.
     2.9  Contract of Participation.  "Contract of Participation"
shall mean an agreement of participation in the Idaho Power
Security Plan for Board of Directors between the Participant and
the Employer, in the form attached as Appendix A.
     2.10 Employer.  "Employer"  shall mean the Company and any
affiliated or subsidiary corporation designated by the Board, or
any successors to the business thereof.
     2.11 Participant.  "Participant" shall mean any individual
who is elected to the Board  and who has executed a Contract of
Participation.
     2.12 Plan Anniversary Date.  "Plan Anniversary Date" shall
mean February 1 of any year.
     2.13 Plan Year.  "Plan Year" shall mean the calendar year
effective November 30, 1994.
     2.14 Supplemental Retirement Benefit.  "Supplemental
Retirement Benefit" shall mean a benefit determined under
Article V of this Plan.
     2.15 Year of Service.  "Year of Service" shall mean each
twelve (12) months of service on the Board.

                          ARTICLE III
                   PARTICIPATION AND VESTING
     
     3.1  Participation.  Effective November 30, 1994,
participation in the Plan shall be limited to outside directors
who elect to participate in this Plan by executing a Contract of
Participation.  Inside directors who were Participants on
November 30, 1994, shall receive their vested accrued benefit as
provided in Section 4.1(b) and Article V.
     3.2  Fee Reduction.  Effective November 30, 1994, no
additional or future fee reduction will be required.
     3.3  Vesting.  Participants shall be one hundred percent
(100%) immediately vested in their accrued benefit.

                           ARTICLE IV
                       SURVIVOR BENEFITS
     
     4.1  Death Benefit.
          (a)  For all Participants who are first elected to the
Board after November 30, 1994, the survivor benefit shall be as
follows:
               (i)  If a Participant's death occurs prior to
severance from service on the Board and commencement of the
Supplemental Retirement Benefit, the Employer shall pay a
survivor benefit to such Participant's Beneficiary as follows:
                    (a)  Amount.  The pre-termination survivor
benefit shall be equal to sixty-six and two-thirds percent (66
2/3%) of the Supplemental Retirement Benefit calculated under
Article V.  A Participant shall be considered to have a minimum
of five (5) Years of Service for purposes of this calculation.
                    (b)  Payment.  If the Participant is married
on the date of death, the benefits shall be paid for the life of
the spouse.  If the spouse's date of birth is more than ten (10)
years after the Participant's date of birth, the monthly benefit
shall be reduced to the Actuarial Equivalent of the above
benefit, assuming the above benefit is payable to a spouse ten
(10) years younger than the Participant.  If the Participant is
unmarried on the date of death, the benefit shall be paid to the
Participant's Beneficiary in a lump sum equal to the value of a
death benefit payable to an assumed spouse the same age as the
Participant.
               (ii) If a Participant's death occurs after
termination from service on the Board but prior to commencement
of the Supplemental Retirement Benefit, the Employer shall pay a
survivor benefit to said Participant's Beneficiary as follows:
                    (a)  Amount.  The amount of the post-
termination survivor benefit shall be equal to sixty-six and two-
thirds percent (66 2/3%) of the Supplemental Retirement Benefit
payable to the Participant.
                    (b)  Payment.  If the Participant is married
on the date of death, the benefits shall be paid for the life of
the spouse.  If the spouse's date of birth is more than ten (10)
years after the Participant's date of birth, the monthly benefit
shall be reduced to the Actuarial Equivalent of the above
benefit, assuming the above benefit is payable to a spouse ten
(10) years younger than Participant.  If the Participant is
unmarried on the date of death, the benefit shall be paid to the
Participant's Beneficiary in a lump sum equal to the value of a
death benefit payable to an assumed spouse the same age as the
Participant.
               (iii)     Death After Commencement of Benefits.
If a Participant dies after commencement of benefits, a survivor
benefit will be paid only if, and to the extent provided for,
under the form of benefit elected by the Participant.
          (b)  For all Participants who are first elected to the
Board on or prior to November 30 1994, the survivor benefit shall
be as follows:
               (i)  If a Participant's death occurs prior to
commencement of the Supplemental Retirement Benefit, the
Participant's Beneficiaries shall receive the  death benefit
described below unless the Participant's Beneficiary elects to
receive the death benefits provided for in Section 4.1(a)(i) in
lieu of this benefit.  The death benefit will be determined by
the Participant's Years of Service, including Years of Service
after November 30, 1994, at death as set forth in the schedule
below:
                YEARS OF       MONTHLY       ANNUAL
                SERVICE        BENEFIT       BENEFIT

                  1           $  291.67     $ 3,500
                  2              583.33       7,000
                  3              875.00      10,500
                  4            1,166.67      14,000
              5 and over       1,458.33      17,500

          The death benefits shall be paid to the Beneficiary in
equal monthly installments for the period of one hundred eighty
(180) months without interest.  Payments shall commence on the
tenth day of the month following receipt by the Administrative
Committee of proof of Participant's death.
               (ii) Death After Commencement of Benefits.
                    (a)  A Participant who did not elect to
receive the Supplemental Retirement Benefit in the grandfathered
form as provided for in Section 5.4,  and dies at any time after
severance from service on the Board and after the commencement of
the Supplemental Retirement Benefit, the Participant's
Beneficiary shall receive a survivor benefit to the extent
provided for under the form of benefit elected by the
Participant.
                    (b)  A Participant who elected to receive the
Supplemental Retirement Benefit in the grandfathered form as
provided for in Section 5.4 and dies at any time after severance
from service on the Board and after the commencement of the
Supplemental Retirement Benefit, the Participant's Beneficiaries
shall receive the balance, if any, of the 180-month Supplemental
Retirement Benefit.  Receipt by the Participant's Beneficiaries
of the benefit under this subparagraph shall be in lieu of all
other survivor benefits under this Plan.
     4.2  Suicide.  In the event a Participant commits suicide
within one (1) year of initially entering this Plan, no benefits
shall be payable hereunder to the Participant's Beneficiaries.

                           ARTICLE V
                      RETIREMENT BENEFITS
     
     5.1  Benefit.  Upon severance of service on the Board, each
Participant shall be entitled to receive, at the time specified
in Section 5.3 below, a Supplemental Retirement Benefit, the
amount of which will be determined by the Participant's Years of
Service on the Plan Anniversary Date immediately preceding or
coinciding with his severance date as set forth below:

               YEARS OF       MONTHLY        ANNUAL
               SERVICE        BENEFIT        BENEFIT

                   1         $  291.67      $ 3,500
                   2            583.33        7,000
                   3            875.00       10,500
                   4          1,166.67       14,000
               5 and over     1,458.33       17,500

     5.2  Form of Payment.  The Supplemental Retirement Benefit
shall be paid in the basic form provided below unless the
Participant elects in the calendar year prior to retirement or
termination an Actuarial Equivalent form of benefit provided in
this section.  Participants elected to the Board prior to
November 30, 1994, may elect a grandfathered form of benefit as
provided in Section 5.4 in lieu of any other form of benefit.
          (a)  Normal Form of Benefit Payment.  The normal form
of payment shall be a single-life annuity for the lifetime of the
Participant.
          (b)  Actuarial Equivalent Forms of Benefit.
               (i)  A joint and survivor annuity with payments
continued to the survivor at an amount equal to two-thirds (2/3)
of the Participant's benefits.
               (ii) A joint and survivor annuity with payments
continued to the survivor at an amount equal to the Participant's
benefits.
     5.3  Commencement of Benefit Payment.
          (a)  Outside Directors.  The Supplemental Retirement
Benefit shall be paid to an outside director Participant
commencing on the tenth (10th) day of the month immediately
following the later of age sixty-five (65) or severance from
service on the Board as an outside director.
          (b)  Inside Directors.  The Supplemental Retirement
Benefit shall be paid to an inside director Participant
commencing on the tenth (10th) day of the month immediately
following severance from service on the Board.
     5.4  Grandfathered Form of Benefit.  A Participant first
elected to the Board prior to November 30, 1994, may elect a
grandfathered form of benefit.  This grandfathered form of
benefit shall be paid in 180 equal monthly installments in an
amount set forth in Section 5.1.  The election shall be made
prior to the Participant's termination.
                           
                           ARTICLE VI
                    BENEFICIARY DESIGNATION
     
     6.1  Beneficiary Designation.  The Primary Beneficiary shall
be the Participant's spouse.  Each Participant, in the event the
Participant's spouse predeceases the Participant or if the
Participant is unmarried, shall have the right, at any time, to
designate any person or persons as  Beneficiary or Beneficiaries
(both principal as well as contingent) to whom payment under this
Plan shall be made in the event of death prior to complete
distribution to Participant of the benefits due Participant under
the Plan.
     6.2  Amendments, Marital Status, No Participant Designation.
Any Beneficiary designation form may be changed by a Participant
by the filing of a written form prescribed by the Administrative
Committee.  The filing of a new Beneficiary designation form will
cancel all Beneficiary designations previously filed.  Any
finalized divorce or marriage (other than common law) of a
Participant subsequent to the date of filing of a Beneficiary
designation form shall automatically revoke the prior
designation.  If a Participant fails to designate a Beneficiary
as provided above, or if the Beneficiary designation is revoked
by marriage or divorce, without execution of a new designation,
or if all designated Beneficiaries predecease the Participant or
die prior to complete distribution of the Participant's benefits,
then Participant's designated Beneficiary shall be deemed to be
the person or persons surviving the Participant in the first of
the following classes in which there is a survivor, share and
share alike:
          (a)  the Participant's surviving spouse;
          (b)  the Participant's children, except that if any of
the children predecease the Participant but leaves issue
surviving, the issue shall take by right of representation;
          (c)  the Participant's personal representative
(executor or administrator).
     6.3  Effect of Payment.  The payment to the Beneficiary
shall completely discharge Employer's obligations under this
Plan.
                          ARTICLE VII
          
          TERMINATION, SUSPENSION OR AMENDMENT OF PLAN
     7.1  Termination, Suspension or Amendment of Plan.  The
Board may, in its sole discretion, terminate or suspend this Plan
at any time or from time to time, in whole or in part.  Either
the Board or the Administrative Committee may amend this Plan at
any time or from time to time.  Any amendment may provide
different benefits or amounts of benefits from those herein set
forth.  However, no such termination, suspension or amendment
shall adversely affect the benefits of Participants vested
therein prior to such action, the benefits of any Participant who
has retired, or the Beneficiary of any Participant who has died.
     7.2  Change in Control.  Notwithstanding Section 7.1 above,
during a Change in Control Period, neither the Board nor the
Administrative Committee may terminate this Plan with regard to
accrued benefits of current Participants.  No amendment may be
made to the Plan during a Change in Control Period which would
adversely affect the accrued benefits of current Participants,
the benefits of any Participant who has retired, or the
Beneficiary of any Participant who has died.  The Plan shall
continue to operate and be effective with regard to all current
or retired Participants and their Beneficiaries during any Change
in Control Period.

                          ARTICLE VIII
                         ADMINISTRATION
     
     8.1  Administrative Committee; Duties.  This Plan shall be
administered by an Administrative Committee which shall consist
of not less than three (3) nor more than five (5) persons
appointed by the Compensation Committee.  Members of the
Administrative Committee may be Participants under this Plan.
The Administrative Committee shall have the authority to make,
amend, interpret and enforce all appropriate rules and
regulations for the administration of this Plan and decide or
resolve any and all questions including interpretations of this
Plan, as may arise in connection with the Plan.  A majority vote
of the Administrative Committee members shall control any
decision.
     In the administration of this Plan, the Administrative
Committee may, from time to time, employ agents and delegate to
them such administrative duties as it sees fit and may from time
to time consult with counsel who may be counsel to the Employer.
     Subject to Article IX, the decision or action of the
Administrative Committee in respect of any questions arising out
of, or in connection with, the administration, interpretation and
application of the Plan and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all
persons having any interest in the Plan.
     8.2  Indemnity of Administrative Committee.  To the extent
permitted by applicable law, the Employer shall indemnify, hold
harmless and defend the Administrative Committee against any and
all claims, loss, damage, expense or liability arising from any
action or failure to act with respect to this Plan, provided that
the Administrative Committee was acting in accordance with the
applicable standard of care.  The indemnity provisions set forth
in this Article shall not be deemed to restrict or diminish in
any way any other indemnity available to the Administrative
Committee members in accordance with the Article or By-laws of
the Company.

                           ARTICLE IX
                        CLAIMS PROCEDURE
     
     9.1  Claim.  Any person claiming a benefit, requesting an
interpretation or ruling under the Plan, or requesting
information under the Plan shall present the request in writing
to the Administrative Committee which shall respond in writing as
soon as practicable.
     9.2  Denial of Claim.  If the claim or request is denied,
the written notice of denial shall state:
          (a)  the reason for denial, with specific reference to
the Plan provisions on which the denial is based;
          (b)  a description of any additional material or
information required and an explanation of why it is necessary;
and
          (c)  an explanation of the Plan's claim review
procedure.
     9.3  Review of Claim.  Any person whose claim or request is
denied or who has not received a response within thirty (30) days
may request review by notice given in writing to the
Administrative Committee.  The claim or request shall be reviewed
by the Administrative Committee who may, but shall not be
required to, grant the claimant a hearing.  On review, the
claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.
     9.4  Final Decision.  The decision on review shall normally
be made within sixty (60) days.  If an extension of time is
required for a hearing or other special circumstances, the
claimant shall be notified, and the time limit shall be one
hundred twenty (120) days.  The decision shall be in writing and
shall state the reason and the relevant Plan provisions.  All
decisions on review shall be final and bind all parties
concerned.
                           
                           ARTICLE X
                         MISCELLANEOUS

     10.1 Unfunded Plan. This Plan is intended to be an unfunded
plan maintained primarily to provide deferred compensation
benefits for a select group of "management or highly compensated
employees" within the meaning of Sections 201, 301 and 401 of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and therefore to be exempt from the provisions of
Parts 2, 3 and 4 of Title I of ERISA.
     10.2 Unsecured General Creditor.  Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal
or equitable rights, interest or claims in any property or asset
of the Employer, nor shall they be Beneficiaries of, or have any
rights, claims or interests in any life insurance policies,
annuity contracts or the proceeds therefrom owned or which may be
acquired by the Employer.  Except as may be provided in
Section 10.3, such policies, annuity contracts or other assets of
the Employer shall not be held under any trust for the benefit of
Participants, their Beneficiaries, heirs, successors or assigns,
or held in any way as collateral security for the fulfilling of
the obligation of the Employer under this Plan.  Any and all of
the Employer's assets and policies shall be, and remain, the
general, unpledged, unrestricted assets of the Employer.  The
Employer's obligation under the Plan shall be that of an unfunded
and unsecured promise to pay money in the future.
     10.3 Trust Fund.  The Employer shall be responsible for the
payment of all benefits provided under the Plan.  At its
discretion, the Employer may establish one or more trusts, with
such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits.  Such trust or trusts
may be irrevocable, but the assets thereof shall be subject to
the claims of the Employer's creditors.  To the extent any
benefits provided under the Plan are actually paid from any such
trust, the Employer shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall
remain the obligation of, and shall be paid by, the Employer.
     10.4 Nonassignability.  Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts,
if any, payable hereunder, or any part thereof, which are, and
all rights to which are, expressly declared to be unassignable
and nontransferable.  No part of the amount payable shall, prior
to actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor be transferable by
operation of law in the event of  Participant's or any other
person's bankruptcy or insolvency.
     10.5 Governing Law.  The provisions of this Plan shall be
construed, interpreted and governed in all respects in accordance
with the applicable federal law and, to the extent not preempted
by such federal law, in accordance with the laws of the State of
Idaho without regard to the principles of conflicts of laws.
     10.6 Validity.  If any provision of this Plan shall be held
illegal or invalid for any reason, the remaining provisions shall
nevertheless continue in full force and effect without being
impaired or invalidated in any way.
     10.7 Notice.  Any notice or filing required or permitted to
be given  under the Plan shall be sufficient if in writing and
hand delivered, or sent by registered or certified mail or fax.
The notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.
     10.8 Successors.  Subject to Section 7.1, the provisions of
the Plan shall bind and inure to the benefit of the Employer and
its successors and assigns.  The term successors as used herein
shall include any corporation or other business entity which
shall, whether by merger, consolidation, purchase or otherwise
acquire all or substantially all of the business and assets of
the Employer, and successors of any such corporation or other
business entity.
     10.9 Payment to Guardian.  If a Plan benefit is payable to a
minor or a person declared incompetent or to a person incapable
of handling the disposition of property, the Administrative
Committee may direct payment of such Plan benefit to the
guardian, legal representative or person having the care and
custody of the minor, incompetent or person.  The Administrative
Committee may require proof of incompetency, minority, incapacity
or guardianship, as it may deem appropriate, prior to
distribution of the Plan benefit.  The distribution shall
completely discharge the Administrative Committee and the
Employer from all liability with respect to such benefit.
     10.10     Accelerated Distribution.  Notwithstanding any
other provision of the Plan, a Participant shall be entitled to
receive, upon written request to the Administrative Committee, a
lump sum distribution equal to ninety percent (90%) of the
Actuarial Equivalent vested accrued Security Plan Retirement
Benefit, as of the date thirty (30) days after notice is given to
the Administrative Committee.  The remaining balance of ten
percent (10%) shall be forfeited by the Participant.  The amount
payable under this section shall be paid in a lump sum with ten
(10) days following the thirty (30) day period outlined above.
If a Participant requests and obtains an accelerated distribution
under this Section 10.10 and remains a director of the Company,
participation will cease and therewill be no future benefit
accruals under this Plan.  Following the death of a Participant,
the Beneficiary may, at any time, request an accelerated
distribution under this section.  If the deceased Participant
named multiple Beneficiaries, then all named Beneficiaries must
consent to the request for an accelerated distribution.  The
benefit payable to the Beneficiary shall be equal to ninety
percent (90%) of the Actuarial Equivalent of the Security Plan
Retirement Benefit payable to the Beneficiary.  Payment of an
accelerated distribution pursuant to this Section 10.10 shall
completely discharge the Employer's obligation to the Participant
and any Beneficiaries under this Plan.

                              IDAHO POWER COMPANY
                              By:  _________________________
                                           Chairman

                              Dated:_________________________
                                                   


                                                   
                                                      APPENDIX A
  

                   CONTRACT OF PARTICIPATION IN THE
                  IDAHO POWER COMPANY SECURITY PLAN
                        FOR BOARD OF DIRECTORS



NAME OF PARTICIPANT:

DATE OF BIRTH:

SECURITY PLAN ENTRY DATE:

BENEFICIARY:


This Agreement is made and entered into as of the date written
hereinbelow by and between Idaho Power Company and ____________.  
This Agreement is subject to all of the terms of the Idaho Power
Company Security Plan for Board of Directors, as amended and restated
November 30, 1994 (The "Plan").  By signing this agreement,
Participant acknowledges receipt of a copy of the Plan document.



PARTICIPANT                        IDAHO POWER COMPANY



BY                                 BY
             PARTICIPANT                         CHAIRMAN



DATE                               DATE