ex4_7.htm


     

    EXHIBIT
4.7

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
4.7

     

     

    FIRST
AMENDMENT TO

    IDAHO
POWER COMPANY EMPLOYEE SAVINGS PLAN

    


    The Idaho Power
Company Employee Savings Plan, amended and restated as of October 1, 2000
(revised) (the “Plan”), is hereby further amended to comply with the Economic
Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), and to make such
other revisions as are set forth below.  The amendments set forth
herein shall be effective as of January 1, 2002 or as otherwise provided
below.

    


    1.        
The following paragraph is inserted into the Plan immediately following the last
paragraph of the “Introduction” section:

    


    “The Plan has been
further amended, effective as of January 1, 2002, to reflect certain provisions
of the Economic Growth and Tax Relief Reconciliation Act of 2001
(“EGTRRA”).  This amendment is intended as good faith compliance with
the requirements of EGTRRA pursuant to IRS Notice 2001-42 and IRS Notice
2001-57.  The good faith EGTRRA amendments herein are to be construed
in accordance with EGTRRA and the guidance issued thereunder.  This
amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of these good faith
amendments.  The Company intends to further amend the Plan to reflect
EGTRRA requirements and certain EGTRRA options after evaluating additional
guidance issued by the Internal Revenue Service.”

     

    2.         Section
1.10 is amended, effective as of January 1, 2001, by revising the last sentence
of the first paragraph to read as follows:

    


    “A
Participant’s Compensation shall include Deferral Contributions under this Plan
and any deductions under Code section 125 or 129 and shall include amounts that
are not includable in an employee’s gross income by reason of Code section
132(f).”

     

    3.         Section
1.10.1 is amended by deleting the reference to “$160,000” and replacing it with
“$200,000.”

    


    4.         Section
1.17 is amended in its entirety to read as follows:

    “”Eligible
Retirement Plan” means an individual retirement account described in Code
sections 408(a) or 408(b), an annuity plan described in Code sections 403(a) or
403(b), a qualified trust described in Code section 401(a) and an eligible plan
under Code section 457(b) which is maintained by a state, political subdivision
of a state or any agency or

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    instrumentality of
a state or political subdivision of a state and which agrees to separately
account for amounts transferred into such a plan from this Plan.  This
definition of Eligible Retirement Plan shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a QDRO.”

     

    5.         Section
1.18 is amended by adding the following additional language at the end of this
section:

     

    “Notwithstanding
the foregoing, a portion of a distribution shall not fail to be an Eligible
Rollover Distribution merely because the portion consists of After-Tax
Contributions which are not includable in gross income.  However, such
portion may be transferred only to an individual retirement account or annuity
described in Code sections 408(a) or (b), or to a qualified defined contribution
plan described in Code sections 401(a) or 403(a) that agrees to separately
account for amounts so transferred, including separately accounting for the
portion of such distribution which is includable in gross income and the portion
of such distribution which is not so includable.”

     

    6.         Section
1.33 is amended in its entirety to read as follows:

    


    “Qualified Plan” means
an employee benefit plan that is qualified under Code sections 401(a) or
403(a).”

     

    7.         Section
3.2.1 is amended in its entirety to read as follows:

    


    “3.2.1                      Limit on Deferral
Contributions

     

    (a)           A
Participant’s Deferral Contributions for any taxable year of such Participant
shall not exceed the dollar limitation contained in Code section 402(g) in
effect for such taxable year except to the extent permitted under Section
3.2.1(b) and Code section 414(v).  For purposes of this Section and
except as otherwise provided in this Section, a Participant's Deferral
Contributions shall include (i) any employer contribution made under any
qualified cash or deferred arrangement as defined in Code section 401(k) to the
extent not includable in gross income for the taxable year under Code section
402(e)(3) (determined without regard to Code section 402(g)), (ii) any employer
contribution to the extent not includable in gross income for the taxable year
under Code section 402(h)(1)(B) (determined without regard to Code section
402(g)), and (iii) any employer contribution

     

    


    
      
        
           


        

        
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      to
purchase an annuity contract under Code section 403(b) under a salary reduction
agreement within the meaning of Code section 312(a)(5)(D).

    

     

    (b)           A
Participant who is eligible to make Deferral Contributions under the Plan and
who has attained age 50 before the close of the Plan Year shall be eligible to
make catch-up contributions in accordance with, and subject to the limitations
of, Code section 414(v).  Such catch-up contributions shall not be
taken into account for purposes of the provisions of the Plan implementing the
required limitations of Code sections 402(g) or 415.  The Plan shall
not be treated as failing to satisfy the provision of the Plan implementing the
requirements of Code sections 401(k)(3), 410(b) or 416 by reason of making such
catch-up contributions.”

     

    8.         Section
3.5 is hereby amended in its entirety to read as follows:

    


    “Rollover
Contributions shall be permitted, subject to the provisions of this
Section.  The Administrator may direct the Trustee to accept, in
accordance with procedures approved by the Administrator, all or part of an
Eligible Rollover Distribution for the benefit of a Participant from (i) the
Participant, (ii) another Qualified Plan, including, in a trustee-to-trustee
transfer, After-Tax Contributions to that plan, (iii) an annuity contract
described in Code section 403(b), (iv) an individual retirement account or
annuity as defined in Code sections 408(a) or 408(b) that is eligible to be
rolled over and otherwise would be includible in gross income, or (v) an
eligible plan under Code section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state.”

     

    9.         Section
5.1 is amended by deleting the reference to “a Non-ESOP Company Stock
Fund.”

    


    10.       Section
5.1.1 is hereby amended by revising the second paragraph in its entirety and by
adding a third and a fourth paragraph at the end thereof, which paragraphs shall
read as follows:

    


    “Shares of Company
Stock held or distributed by the Trustee may include such legend restrictions on
transferability as the Company may reasonably require in order to assure
compliance with applicable Federal and state securities laws.  Except
as otherwise provided in this Section, no shares of Company Stock held or
distributed by

     

    


    
      
        
           


        

        
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      the Trustee may be
subject to a put, call or other option, or buy-sell or similar
arrangement.

    

     

    Company Stock held
by the Plan shall be invested in the ESOP Company Stock Fund or such additional
Company Stock Funds as established by the Administrator in its sole
discretion.  Such funds will be maintained on a share-based accounting
method, and Participants will be credited with fractional shares, as
appropriate.  Dividends on Company Stock will be reinvested in Company
Stock or paid to Participants in cash in accordance with Participant elections
as provided for under Section 5.1.2, below.

     

    A
Participant may at any time there are amounts credited to his or her ESOP
Company Stock Fund (or such other Company Stock Funds as are established by the
Administrator in its sole discretion) direct a transfer of investment into any
other Investment Fund under the Plan in accordance with written procedures
established by the Administrator.”

     

    11.        Section
5.1.2 is amended in its entirety to read as follows:

    


    “5.1.2                      Dividends on Company
Stock

     

    In accordance with the Participant’s election,
any dividends payable on Company Stock allocated to the Account of a Participant
will be (i) paid to the Plan and credited to the ESOP Company Stock Fund in the
Account of the Participant and reinvested in Company Stock or (ii) paid to the
Plan and credited to the ESOP Company Stock Fund in the Account of the
Participant and distributed in cash to the Participant not later than 90 days
after the close of the Plan Year in which the dividend is paid by the
Company.

     

    The election
described in this Section 5.1.2 will be made by a Participant pursuant to
written procedures established by the Administrator.  Such election
procedures will provide the Participant with a reasonable opportunity to make
the dividend election before the dividend is paid or distributed to the
Participant, and will provide the Participant with an opportunity to change the
dividend election at least annually.  The procedures will require that
a Participant’s dividend election will be irrevocable with respect to any
particular dividend before that dividend is credited to the ESOP Company Stock
Fund in the Account of the Participant for the purpose of either being
reinvested in

     

    


    
      
        
           


        

        
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      Company Stock or
paid to the Participant within 90 days after the Plan Year in which the dividend
is paid by the Company.

    

     

    Notwithstanding the
foregoing, the Administrator may identify one of the options described above to
serve as a default election if a Participant fails to make an affirmative
election with respect to the Participant’s Company Stock
dividend.  Notwithstanding any other provisions of the Plan, the
Administrator is authorized to direct the investment of dividends if they are
accumulated pursuant to a Participant election to distribute them within 90 days
after the close of the Plan Year in which the dividend is paid by the
Company.  Earnings on such accumulated dividends will be allocated to
the Participant’s Account when the dividends are distributed.”

     

    12.        Section
5.1.3 is deleted in its entirety, and Section 5.1.4 is re-designated as Section
5.1.3.

    


    13.        Sections
7.2 and 7.5.1 are amended by deleting the references to “$5,000” and replacing
them with “$1,000.”

    


    14.        Section
7.8.3 is hereby amended by deleting subsection (d) thereof, and by amending
Section 7.8.3(c) in its entirety to read as follows:

    


    “(c)           The
Participant’s Deferral Contributions and After Tax Contributions, and all
similar employee contributions under all of the Employer’s qualified and
non-qualified plans of deferred compensation shall be suspended for a period of
six months after the receipt of the hardship distribution except that, for
hardship distributions received by the Participant in the 2001 Plan Year, all
such contributions shall be suspended until the latter of the date occurring six
months after the receipt of the hardship distribution, or January 1, 2002;
and”

     

    15.        Section
10.2.9 is amended in its entirety to read as follows:

    


    ““Maximum Annual
Addition” means with respect to a Participant (except as otherwise
permitted by Section 3.2.1(b) and Code section 414(v)), an Annual Addition equal
to the lesser of (i) $40,000 (as adjusted for the cost of living pursuant to
Code section 415(d)) or (ii) 100% of the Participant’s Includable
Compensation.”

     

    16.        Sections
10.8 and 10.9 are deleted in their entirety.

     

    


    
      
        
           


        

        
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    17.        Section
12.2 is amended in its entirety to read as follows:

    


    “12.2                      Restrictions On Distributions Prior
To Severance From Employment.

     

    “A Participant’s Deferral Contributions,
Matching Contributions, and earnings attributable to these contributions shall
be distributed on account of the Participant’s severance from employment,
regardless of when that severance from employment occurred; however, such a
distribution shall be subject to the other provisions of the Plan regarding
distributions.”

     

    18.        Section
12.4.3 is amended in its entirety, effective as of January 1, 2002, to read as
follows:

    


    “The Plan will apply the minimum distribution
requirements of Code section 401(a)(9) in accordance with the regulations under
section 401(a)(9) that were proposed in January 2001, notwithstanding any
provision of the Plan to the contrary. This amendment shall continue in effect
until the end of the last calendar year beginning before the effective date of
final regulations under Code section 401(a)(9) or such other date as may be
specified in guidance published by the Internal Revenue Service."

     

    


    19.        Section
13.2.6 is amended in its entirety to read as follows:

    


    “Determination
Period” means the Plan Year containing the Determination Date, and the prior
Plan Year, except that, with respect to any distribution made for a reason other
than separation from service, death, or disability, the Determination Period
shall include the Plan Year containing the Determination Date and the previous
five (5) Plan Years.”

     

    20.        Section
13.2.8 is amended in its entirety to read as follows:

    


    ““Key Employee”
means any employee or former employee (including any deceased employee) who at
any time during the Plan Year that includes the Determination Date was an
officer of a Controlled Group Member having Compensation greater than $130,000
(as adjusted under Code section 416(i)(1)), a 5-percent owner of a Controlled
Group Member, or a 1-percent owner of a Controlled Group Member
having

     

    


    
      
        
           


        

        
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    Compensation of
more than $150,000.  The determination of who is a Key Employee will
be made in accordance with Code section 416(i)(1) and the applicable regulations
and other guidance of general applicability issued thereunder.”

     

    21.        Section
13.2.14 is amended by deleting the first sentence and replacing it with the
following:

    


    “”Top Heavy Ratio”
means a fraction, the numerator of which is the sum of the Present Value of
accrued benefits and the account balances (as required by Code section 416) of
all Key Employees with respect to such Qualified Plans as of the Determination
Date (including any part of any accrued benefit or Account balance distributed
during the appropriate Determination Period as determined in accordance with
Section 13.2.6), and the denominator of which is the sum of the Present Value of
the accrued benefits and the account balances (including any part of any accrued
benefit or Account balance distributed during the appropriate Determination
Period as determined in accordance with Section 13.2.6) of all Employees with
respect to such Qualified Plans as of the Determination Date.”

     

    22.        Section
13.2.14 is further amended by deleting the last sentence and replacing it with
the following:

    


    “Notwithstanding
the foregoing, the account balances and accrued benefits of any Employee who has
not performed services for an employer maintaining any of the aggregated plans
during the one-year period ending on the Determination Date will not be taken
into account for purposes of this section.”

     

    23.        Section
13.3.1 is amended by adding the following paragraph at the end:

    


    “Matching
Contributions shall be taken into account for purposes of satisfying the Minimum
Allocation requirements of Code section 416(c)(2) and the
Plan.  Matching Contributions that are used to satisfy the Minimum
Allocation requirements shall be treated as Matching Contributions for purposes
of the actual contribution test of Section 10.7 and applicable provisions of
Code section 401(m).”

     

    24.        Except
as otherwise provided herein, each of the Plan’s terms shall remain in full
force and effect.

    


    [signature block on
following page]

     

    


    
      
        
           


        

        
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        	 	IDAHO POWER
      COMPANY	 
	 	 	 	 
	
                Date:        
       05/08        ,
      2002

              	
                By:


              	/s/   J. LaMont
      Keen	 
	 	 	Its:  President 	 
	 	 	
              	 
	 	 	 	 


      

    

    


     

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