Exhibit 10(h)(xxiv)

**IDACORP**

PO Box 70Boise, Idaho 83707

Jan B. PackwoodChief Executive Officer

 

 

July 9, 2004

Thomas R. Saldin2166 Bluestem LaneBoise, ID  83706

Dear Tom:

It is my pleasure to offer you a position withIDACORP and Idaho Power Company as Senior Vice President, General Counsel andSecretary.  After a thorough andthoughtful process of getting to know each other, to include your opportunitiesto meet with our senior executives and the majority of our legal department, itis clear to all that your extensive experience, education, and background willbe a strong addition to the leadership team.

This offer includes a base salary of $250,000 peryear, opportunities to earn both short-term and long-term incentives based oncorporate performance, and a full menu of employee benefits currently availableto new hires.  For your convenience,those are outlined in more detailed on the attachment to this letter.

As we have agreed, your starting date shall beOctober 1, 2004.  Bob Stahman, our incumbentGeneral Counsel, plans to retire at the end of this year and we will leave itto the two of you to work out appropriate transition details.  You'll find Bob to be a very talentedattorney with a wealth of institutional knowledge and the Company's bestinterest at heart.  I am pleased to seethe two of you have already established an amiable relationship.

Tom, I believe you will find your association withour company both fulfilling and rewarding. You appear to fit our culture perfectly, and you bring experience andmaturity to the talented executive team who will lead us forward through thenext decade.  For a company with a proud88-year history, that is a unique honor and privilege.

With best regards,

/s/Jan

 

 

 

 

I, Thomas R. Saldin, accept IDACORP Inc.'s offer ofemployment for the position of Senior Vice President, General Counseland Secretary asset forth above and in the accompanying attachment.
|   | Signed |   | /s/ Thomas R. Saldin                         |
|--------|--------|--------|----------------------------------------------|
|   |   |   | *      Thomas R. Saldin* |
|   | Date   |   | 7/15/2004                                    |
|   |   |   |                                         |

 

 
| Title:             | Senior Vice President,  General Counsel & Secretary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Date of Hire:      | October  1, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Compensation:      | Base salary **$250,000;**paid at a rate of **$9,615.38** per bi-weekly pay  period.

Participation in the IDACORP Executive Annual  Incentive Plan. For 2004, the earnings on common goal and award opportunities  as a percentage of base salary are as follows:

Threshold      $1.72     20%  Target           $1.86     40%  Maximum      $2.00     80%

If the annual incentive is earned for 2004 the  final award will be pro-rated based on three months of service.

Beginning in 2005, you will participate in the  Company's long-term incentive program that includes performance shares,  restricted stock and stock options. The cumulative target level under these  three plans is 60% of your base salary. |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Benefits:          | Eligibility, according to Plan guidelines, for  Company benefit plans, which include Medical, Dental and/or Vision, Life,  Accidental Death and Dismemberment coverages, Short-Term and Long-Term  Disability benefits, Benefit Credit, Employee Assistance Program, Flexible  Spending Account Plan, Employee Savings (401K) and the Pension Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Flexible Time Off: | FTO hours are accrued each bi-weekly pay  period.  These hours provide  compensated time off for vacation, personal illness, illness of a family  member, or other personal business.   The accrual rate is based on length of service and we are imputing  your service for that purpose at 25 years in recognition of your seniority  and experience with your previous employer.   The effective accrual rate is 9.23 hours per bi-weekly pay period (240  hours per year).  Our Payroll  Department will make the necessary adjustments annually to supplement the  standard accrual rate in our payroll system.   This initial FTO supplement will be three weeks and will be available  to you as of your hire date.                                                                                                                                    |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| SMSP:              | You may participate in the Company's Security Plan  for Senior Management Employees.   Under the Plan as currently designed you will earn maximum retirement  benefit (SMSP + Pension Plan) of 6% per year of service for each of the first  10 years of service and 1% for each year of service thereafter up to a  maximum of 75% of your final average pay (base + annual incentives).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

 

 

 

Thediscussion above represents a high level overview of the Company's compensationand benefit plans. Dan Minor is available to provide a full explanation of theCompany's compensation and benefits programs at your convenience.

Youhave the right to terminate your employment with the Company at any time andfor any reason, or for no reason.  TheCompany reserves the right to terminate its employment relationship with you atany time and for any reason, or for no reason, with or without cause, and withor without prior warning or prior discipline. During any period of time that you are an employee of the Company, youwill be an "at will" employee.

Thisoffer is contingent upon your completion of a drug test and the Company'sacceptance of the results of both the drug test and a background investigation.