ex4_6.htm


     

    


    EXHIBIT
4.6

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    



    EXHIBIT
4.6

     

    EXECUTION
COPY

     

     

     

     

     

    IDAHO
POWER COMPANY

     

    EMPLOYEE
SAVINGS PLAN

     

    Amended
and Restated as of October 1, 2000 (revised)

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    Page

    
      


       

      
        
          	
                  1.

                	
                  DEFINITIONS

                	
                  3

                
	
                  1.1.

                	
                  Administrator

                	
                  3

                
	
                  1.2.

                	
                  Account

                	
                  3

                
	
                  1.3.

                	
                  After
      Tax Contribution

                	
                  3

                
	
                  1.4.

                	
                  Alternate
      Payee

                	
                  3

                
	
                  1.5.

                	
                  Beneficiary

                	
                  3

                
	
                  1.6.

                	
                  Board
      of Directors

                	
                  3

                
	
                  1.7.

                	
                  Code

                	
                  3

                
	
                  1.8.

                	
                  Company

                	
                  3

                
	
                  1.9.

                	
                  Company
      Stock

                	
                  4

                
	
                  1.10.

                	
                  Compensation

                	
                  4

                
	
                  1.10.1.

                	
                  Limitation
      on Compensation

                	
                  4

                
	
                  1.11.

                	
                  Controlled
      Group

                	
                  4

                
	
                  1.12.

                	
                  Controlled
      Group Member

                	
                  4

                
	
                  1.13.

                	
                  Deferral
      Contribution

                	
                  5

                
	
                  1.14.

                	
                  Direct
      Rollover

                	
                  5

                
	
                  1.15.

                	
                  Disability

                	
                  5

                
	
                  1.16.

                	
                  Distributee

                	
                  5

                
	
                  1.17.

                	
                  Eligible
      Retirement Plan

                	
                  5

                
	
                  1.18.

                	
                  Eligible
      Rollover Distribution

                	
                  5

                
	
                  1.19.

                	
                  Employee

                	
                  5

                
	
                  1.20.

                	
                  Employee
      Contributions

                	
                  6

                
	
                  1.21.

                	
                  Employer

                	
                  6

                
	
                  1.22.

                	
                  ERISA

                	
                  6

                
	
                  1.23.

                	
                  Investment
      Funds

                	
                  6

                
	
                  1.24.

                	
                  Long
      Term Disability Participant

                	
                  6

                
	
                  1.25.

                	
                  Matching
      Contribution

                	
                  6

                
	
                  1.26.

                	
                  Named
      Fiduciary

                	
                  6

                
	
                  1.27.

                	
                  Participant

                	
                  6

                
	
                  1.28.

                	
                  Plan

                	
                  6

                
	
                  1.29.

                	
                  Plan
      Year

                	
                  7

                
	
                  1.30.

                	
                  QDRO

                	
                  7

                
	
                  1.31.

                	
                  Qualified
      Matching Contribution

                	
                  7

                
	
                  1.32.

                	
                  Qualified
      Non-Elective Contribution

                	
                  7

                
	
                  1.33.

                	
                  Qualified
      Plan

                	
                  7

                
	
                  1.34.

                	
                  Rollover
      Contribution

                	
                  7

                
	
                  1.35.

                	
                  Self-Directed
      Brokerage Fund

                	
                  7

                
	
                  1.36.

                	
                  Spouse

                	
                  7

                
	
                  1.37.

                	
                  Trust
      Agreement

                	
                  8

                
	
                  1.38.

                	
                  Trust
      Fund

                	
                  8

                
	
                  1.39.

                	
                  Trustee

                	
                  8

                
	
                  1.40.

                	
                  Valuation
      Date

                	
                  8

                


        

      


      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      


       

      


      
        
          	
                  2.

                	
                  PARTICIPATION

                	
                  9

                
	
                  2.1.

                	
                  Eligibility
      to Participate

                	
                  9

                
	
                  2.1.1.

                	
                  General

                	
                  9

                
	
                  2.1.2.

                	
                  Matching
      Contributions

                	
                  9

                
	
                  2.2.

                	
                  Commencement
      of Participation

                	
                  9

                
	
                  2.3.

                	
                  Exclusions
      from Participation

                	
                  9

                
	
                  2.3.1.

                	
                  Ineligible
      Employees

                	
                  9

                
	
                  2.3.2.

                	
                  Participation
      after Exclusion

                	
                  10

                
	
                  3.

                	
                  CONTRIBUTIONS

                	
                  11

                
	
                  3.1.

                	
                  Deferral
      Contributions

                	
                  11

                
	
                  3.1.1.

                	
                  Amount
      of Deferral Contributions

                	
                  11

                
	
                  3.1.2.

                	
                  Payments
      to Trustee

                	
                  11

                
	
                  3.1.3.

                	
                  Changes
      in/Suspension of Contributions

                	
                  11

                
	
                  3.1.4.

                	
                  Resumption
      of Contributions

                	
                  11

                
	
                  3.1.5.

                	
                  Establishment
      of Procedures by Administrator

                	
                  11

                
	
                  3.2.

                	
                  Excess
      Deferrals

                	
                  12

                
	
                  3.2.1.

                	
                  Limit
      on Deferral Contributions

                	
                  12

                
	
                  3.2.2.

                	
                  Distribution
      of Excess Deferrals

                	
                  12

                
	
                  3.2.3.

                	
                  Preventing
      Excess Deferrals

                	
                  12

                
	
                  3.2.4.

                	
                  Matching
      Contributions Attributable to Excess Deferrals

                	
                  12

                
	
                  3.3.

                	
                  After
      Tax Contributions

                	
                  13

                
	
                  3.4.

                	
                  Matching
      Contributions

                	
                  13

                
	
                  3.4.1.

                	
                  Amount
      of Matching Contributions

                	
                  13

                
	
                  3.4.2.

                	
                  Time
      of Matching Contributions

                	
                  13

                
	
                  3.5.

                	
                  Rollover
      Contributions

                	
                  13

                
	
                  3.6.

                	
                  Actual
      Deferral Percentage Limitation on Deferral Contributions

                	
                  13

                
	
                  3.7.

                	
                  Actual
      Contribution Percentage Limitation on Matching & After Tax
      Contributions

                	
                  14

                
	
                  3.8.

                	
                  Military
      Service

                	
                  14

                
	
                  4.

                	
                  ALLOCATIONS
      TO PARTICIPANTS’ ACCOUNTS

                	
                  15

                
	
                  4.1.

                	
                  Establishment
      of Accounts

                	
                  15

                
	
                  4.2.

                	
                  Allocation
      of Contributions

                	
                  15

                
	
                  4.2.1.

                	
                  Deferral
      Contributions

                	
                  15

                
	
                  4.2.2.

                	
                  After
      Tax Contributions

                	
                  15

                
	
                  4.2.3.

                	
                  Matching
      Contributions

                	
                  15

                
	
                  4.2.4.

                	
                  Rollover
      Contributions

                	
                  15

                
	
                  4.2.5.

                	
                  Qualified
      Non-Elective Contributions and Qualified Matching
      Contributions

                	
                  15

                
	
                  4.3.

                	
                  Limitation
      on Allocations

                	
                  16

                
	
                  4.4.

                	
                  Allocation
      of Trust Fund Income and Loss

                	
                  16

                
	
                  4.4.1.

                	
                  Accounting
      Records

                	
                  16

                
	
                  4.4.2.

                	
                  Method
      of Allocation

                	
                  16

                
	
                  4.4.3.

                	
                  Determination
      of Earnings and Losses On Forfeitures & Returned
      Contributions

                	
                  16

                


        

      


      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      


       

      


      
        
          	
                  5.

                	
                  INVESTMENT
      OF CONTRIBUTIONS

                	
                  18

                
	
                  5.1.

                	
                  Investment
      Funds

                	
                  18

                
	
                  5.1.1.

                	
                  Company
      Stock Funds

                	
                  18

                
	
                  5.1.2.

                	
                  Cash
      Dividends Paid on Company Stock

                	
                  18

                
	
                  5.1.3.

                	
                  Non-ESOP
      Company Stock Fund/ESOP Company Stock Fund

                	
                  19

                
	
                  5.1.4.

                	
                  Self-Directed
      Brokerage Fund

                	
                  19

                
	
                  5.2.

                	
                  Investment
      Options

                	
                  20

                
	
                  5.3.

                	
                  Change
      of Investment Option

                	
                  20

                
	
                  5.4.

                	
                  Directions
      to Trustee

                	
                  20

                
	
                  5.5.

                	
                  Valuation
      of Trust Fund

                	
                  20

                
	
                  5.6.

                	
                  No
      Guarantee

                	
                  20

                
	
                  5.7.

                	
                  Securities
      Laws Limitations

                	
                  21

                
	
                  6.

                	
                  VESTING

                	
                  22

                
	
                  6.1.

                	
                  Fully
      Vested Interests

                	
                  22

                
	
                  7.

                	
                  DISTRIBUTIONS

                	
                  23

                
	
                  7.1.

                	
                  Distribution
      Events

                	
                  23

                
	
                  7.2.

                	
                  Form
      of Distributions (and Small Account Cash Out)

                	
                  23

                
	
                  7.2.1.

                	
                  Right
      to Receive Company Stock

                	
                  23

                
	
                  7.3.

                	
                  Distributions
      upon Termination of Employment

                	
                  23

                
	
                  7.4.

                	
                  Distributions
      upon Death

                	
                  24

                
	
                  7.4.1.

                	
                  If
      the Beneficiary is not the Participant’s Surviving Spouse

                	
                  24

                
	
                  7.4.2.

                	
                  If
      the Beneficiary is the Participant’s Surviving Spouse

                	
                  24

                
	
                  7.5.

                	
                  Timing
      of Distributions

                	
                  24

                
	
                  7.5.1.

                	
                  Timing
      of Distributions upon Disability or Termination

                	
                  24

                
	
                  7.5.2.

                	
                  Timing
      of Distributions to Beneficiaries

                	
                  24

                
	
                  7.6.

                	
                  Reemployment
      of Participant

                	
                  24

                
	
                  7.7.

                	
                  Valuation
      of Accounts

                	
                  25

                
	
                  7.8.

                	
                  Hardship
      Distributions

                	
                  25

                
	
                  7.8.1.

                	
                  Availability
      of Hardship Distributions

                	
                  25

                
	
                  7.8.2.

                	
                  Immediate
      and Heavy Financial Need

                	
                  25

                
	
                  7.8.3.

                	
                  Distributions
      Deemed Necessary

                	
                  26

                
	
                  7.8.4.

                	
                  Method
      of Requesting/Form of Distribution

                	
                  26

                
	
                  7.8.5.

                	
                  Amount
      and Timing of Distribution

                	
                  26

                
	
                  7.9.

                	
                  Distributions
      After Age 59-1/2

                	
                  26

                
	
                  7.10.

                	
                  Distributions
      From After Tax Contribution Account

                	
                  27

                
	
                  7.11.

                	
                  Direct
      Rollovers

                	
                  27

                
	
                  7.11.1.

                	
                  Rollovers
      Permitted

                	
                  27

                
	
                  7.11.2.

                	
                  Amount
      of Rollover

                	
                  27

                
	
                  7.11.3.

                	
                  Waiver
      of Notice Period

                	
                  27

                
	
                  7.12.

                	
                  Restrictions
      on Distributions

                	
                  27

                
	
                  7.13.

                	
                  Unclaimed
      Distribution

                	
                  27

                
	
                  7.14.

                	
                  Partial
      Withdrawals

                	
                  28

                


        

      


      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      


       

      


      
        
          	
                  8.

                	
                  SPECIAL
      RULES REGARDING ACQUISITIONS, DISPOSITIONS & TRANSFERS

                	
                  29

                
	
                  8.1.

                	
                  Service
      Crediting

                	
                  29

                
	
                  8.2.

                	
                  Transfer
      From Another Qualified Plan in Controlled Group

                	
                  29

                
	
                  9.

                	
                  ADMINISTRATION
      OF THE PLAN AND TRUST AGREEMENT

                	
                  30

                
	
                  9.1.

                	
                  Administrator

                	
                  30

                
	
                  9.2.

                	
                  Employees
      of the Administrator

                	
                  30

                
	
                  9.3.

                	
                  Expenses
      and Compensation

                	
                  30

                
	
                  9.4.

                	
                  General
      Powers and Duties of the Administrator

                	
                  30

                
	
                  9.5.

                	
                  Specific
      Powers and Duties of the Administrator

                	
                  30

                
	
                  9.6.

                	
                  Allocation
      of Fiduciary Responsibility

                	
                  31

                
	
                  9.7.

                	
                  Notices,
      Statements and Reports

                	
                  31

                
	
                  9.8.

                	
                  Claims
      Procedure

                	
                  31

                
	
                  9.8.1.

                	
                  Filing
      Claim for Benefits

                	
                  31

                
	
                  9.8.2.

                	
                  Notification
      by the Administrator

                	
                  31

                
	
                  9.8.3.

                	
                  Review
      Procedure

                	
                  32

                
	
                  9.8.4.

                	
                  Claims
      must be Timely

                	
                  32

                
	
                  9.9.

                	
                  Service
      of Process

                	
                  33

                
	
                  9.10.

                	
                  Corrections

                	
                  33

                
	
                  9.11.

                	
                  Payment
      to Minors or Persons Under Legal Disability

                	
                  33

                
	
                  9.12.

                	
                  Uniform
      Application of Rules and Policies

                	
                  33

                
	
                  9.13.

                	
                  Funding
      Policy

                	
                  33

                
	
                  9.14.

                	
                  The
      Trust Fund

                	
                  33

                
	
                  10.

                	
                  LIMITATIONS
      ON CONTRIBUTIONS & ALLOCATIONS TO PARTICIPANTS’
    ACCOUNTS

                	
                  34

                
	
                  10.1.

                	
                  Priority
      over Other Contribution and Allocation Provisions

                	
                  34

                
	
                  10.2.

                	
                  Definitions
      Used in this Article

                	
                  34

                
	
                  10.2.1.

                	
                  Annual
      Addition

                	
                  34

                
	
                  10.2.2.

                	
                  Compensation

                	
                  34

                
	
                  10.2.3.

                	
                  Defined
      Benefit Plan

                	
                  34

                
	
                  10.2.4.

                	
                  Defined
      Contribution Plan

                	
                  34

                
	
                  10.2.5.

                	
                  Eligible
      Employee and Eligible Highly Compensated Employee

                	
                  35

                
	
                  10.2.6.

                	
                  Highly
      Compensated Employee

                	
                  35

                
	
                  10.2.7.

                	
                  Includable
      Compensation

                	
                  35

                
	
                  10.2.8.

                	
                  Limitation
      Year

                	
                  35

                
	
                  10.2.9.

                	
                  Maximum
      Annual Addition

                	
                  35

                
	
                  10.3.

                	
                  Excess
      Allocations

                	
                  35

                
	
                  10.3.1.

                	
                  Correcting
      an Excess Annual Addition

                	
                  35

                
	
                  10.3.2.

                	
                  Correcting
      a Multiple Plan Excess

                	
                  36

                
	
                  10.4.

                	
                  Aggregate
      Benefit Limitation

                	
                  36

                
	
                  10.5.

                	
                  Aggregation
      of Plans

                	
                  36

                
	
                  10.6.

                	
                  Excess
      Deferral Contributions Under Code section 401(k)

                	
                  37

                
	
                  10.6.1.

                	
                  Actual
      Deferral Percentage Test - Prior Year Testing Method

                	
                  37

                
	
                  10.6.2.

                	
                  Aggregation
      and Disaggregation of Plans

                	
                  37

                
	
                  10.6.3.

                	
                  Definition
      of Actual Deferral Percentage

                	
                  37

                


        

      


      
        
           


        

        
          -iv-

          
            

          

        

        
           


        

      


      


      
        
          	
                  10.6.4.

                	
                  Suspension
      of Deferral Contributions

                	
                  37

                
	
                  10.6.5.

                	
                  Distribution
      of Excess Contributions

                	
                  38

                
	
                  10.6.6.

                	
                  Qualified
      Non-Elective Contributions

                	
                  38

                
	
                  10.7.

                	
                  Excess
      Matching Contributions Under Code section 401(m)

                	
                  39

                
	
                  10.7.1.

                	
                  Actual
      Contribution Percentage Test - Prior Year Testing Method

                	
                  39

                
	
                  10.7.2.

                	
                  Aggregation
      and Disaggregation of Plans

                	
                  39

                
	
                  10.7.3.

                	
                  Definition
      of Actual Contribution Percentage

                	
                  39

                
	
                  10.7.4.

                	
                  Treatment
      of Excess Aggregate Contributions

                	
                  39

                
	
                  10.7.5.

                	
                  Order
      of Determinations

                	
                  40

                
	
                  10.7.6.

                	
                  Qualified
      Matching Contribution

                	
                  40

                
	
                  10.8.

                	
                  Limitation
      on Multiple Use

                	
                  40

                
	
                  10.9.

                	
                  1998
      Plan Year Testing

                	
                  41

                
	
                  11.

                	
                  PLAN
      LOANS

                	
                  42

                
	
                  11.1.

                	
                  Authorization

                	
                  42

                
	
                  11.2.

                	
                  Conditions
      and Limitations

                	
                  42

                
	
                  11.2.1.

                	
                  Eligibility

                	
                  42

                
	
                  11.2.2.

                	
                  Maximum
      Principal Amount

                	
                  42

                
	
                  11.2.3.

                	
                  Minimum
      Principal Amount

                	
                  42

                
	
                  11.2.4.

                	
                  Duration

                	
                  42

                
	
                  11.2.5.

                	
                  Repayment
      Method

                	
                  43

                
	
                  11.2.6.

                	
                  Timing
      of Repayment

                	
                  43

                
	
                  11.2.7.

                	
                  Plan
      Accounting

                	
                  43

                
	
                  11.2.8.

                	
                  Interest
      Rate

                	
                  43

                
	
                  11.2.9.

                	
                  Security

                	
                  43

                
	
                  11.3.

                	
                  Loan
      Default

                	
                  44

                
	
                  11.4.

                	
                  Termination
      of Employment

                	
                  44

                
	
                  11.5.

                	
                  Procedure
      for Applying for and Accepting Loans

                	
                  44

                
	
                  11.6.

                	
                  Approval
      or Denial

                	
                  45

                
	
                  11.7.

                	
                  Repayment
      in Full

                	
                  45

                
	
                  11.8.

                	
                  Tax
      Reporting

                	
                  45

                
	
                  11.9.

                	
                  Truth
      in Lending

                	
                  45

                
	
                  12.

                	
                  RESTRICTIONS
      ON DISTRIBUTIONS TO PARTICIPANTS AND BENEFICIARIES

                	
                  46

                
	
                  12.1.

                	
                  Priority
      over Other Distribution Provisions

                	
                  46

                
	
                  12.2.

                	
                  Restrictions
      on Distributions Prior to a Separation from Service

                	
                  46

                
	
                  12.3.

                	
                  Restrictions
      on Commencement of Distributions

                	
                  46

                
	
                  12.4.

                	
                  Restrictions
      on Delay of Distributions

                	
                  46

                
	
                  12.4.1.

                	
                  Limitation
      to Assure Benefits Payable to Beneficiaries are Incidental

                	
                  47

                
	
                  12.4.2.

                	
                  Restrictions
      Upon Death

                	
                  47

                
	
                  12.4.3.

                	
                  Compliance
      with Regulations

                	
                  47

                
	
                  12.4.4.

                	
                  Delayed
      Payments

                	
                  48

                
	
                  12.4.5.

                	
                  5%
      Owners

                	
                  48

                
	
                  12.5.

                	
                  Restrictions
      in Connection with QDRO

                	
                  48

                


        

      


      
        
           


        

        
          -v-

          
            

          

        

        
           


        

      


       

      


      
        
          	
                  13.

                	
                  TOP-HEAVY
      PROVISIONS

                	
                  49

                
	
                  13.1.

                	
                  Priority
      over Other Plan Provisions

                	
                  49

                
	
                  13.2.

                	
                  Definitions
      Used in this Article

                	
                  49

                
	
                  13.2.1.

                	
                  “Defined
      Benefit Dollar Limitation”

                	
                  49

                
	
                  13.2.2.

                	
                  “Defined
      Benefit Plan”

                	
                  49

                
	
                  13.2.3.

                	
                  “Defined
      Contribution Dollar Limitation”

                	
                  49

                
	
                  13.2.4.

                	
                  “Defined
      Contribution Plan”

                	
                  49

                
	
                  13.2.5.

                	
                  “Determination
      Date”

                	
                  49

                
	
                  13.2.6.

                	
                  “Determination
      Period”

                	
                  49

                
	
                  13.2.7.

                	
                  “Includable
      Compensation”

                	
                  49

                
	
                  13.2.8.

                	
                  “Key
      Employee”

                	
                  50

                
	
                  13.2.9.

                	
                  “Minimum
      Allocation”

                	
                  50

                
	
                  13.2.10.

                	
                  “Permissive
      Aggregation Group”

                	
                  50

                
	
                  13.2.11.

                	
                  “Present
      Value”

                	
                  50

                
	
                  13.2.12.

                	
                  “Required
      Aggregation Group”

                	
                  50

                
	
                  13.2.13.

                	
                  “Top-Heavy
      Plan”

                	
                  50

                
	
                  13.2.14.

                	
                  “Top-Heavy
      Ratio”

                	
                  51

                
	
                  13.2.15.

                	
                  “Top-Heavy
      Valuation Date”

                	
                  51

                
	
                  13.3.

                	
                  Minimum
      Allocation

                	
                  51

                
	
                  13.3.1.

                	
                  Calculation
      of Minimum Allocation

                	
                  51

                
	
                  13.3.2.

                	
                  Limitation
      on Minimum Allocation

                	
                  52

                
	
                  13.3.3.

                	
                  Minimum
      Allocation When Participant is Covered by Another Qualified
      Plan

                	
                  52

                
	
                  13.4.

                	
                  Modification
      of Aggregate Benefit Limit

                	
                  52

                
	
                  13.4.1.

                	
                  Modification

                	
                  52

                
	
                  13.4.2.

                	
                  Exception

                	
                  52

                
	
                  14.

                	
                  PARTICIPATING
      EMPLOYERS

                	
                  54

                
	
                  14.1.

                	
                  Adoption
      Procedure

                	
                  54

                
	
                  14.2.

                	
                  Single
      Plan Status; Maintenance of Assets and Records

                	
                  54

                
	
                  14.3.

                	
                  Designation
      of Agent

                	
                  54

                
	
                  14.4.

                	
                  Employee
      Transfers

                	
                  54

                
	
                  14.5.

                	
                  Discontinuance
      of Participation

                	
                  55

                
	
                  14.6.

                	
                  Administrator’s
      Authority

                	
                  55

                
	
                  15.

                	
                  AMENDMENT
      OF THE PLAN

                	
                  56

                
	
                  15.1.

                	
                  Right
      of Company to Amend Plan

                	
                  56

                
	
                  15.2.

                	
                  Amendment
      Procedure

                	
                  56

                
	
                  15.3.

                	
                  Effect
      on Employers

                	
                  56

                


        

      


      
        
           


        

        
          -vi-

          
            

          

        

        
           


        

      


       

      


      
        
          	
                  16.

                	
                  TERMINATION,
      PARTIAL TERMINATION AND COMPLETE DISCONTINUANCE OF
      CONTRIBUTIONS

                	
                  57

                
	
                  16.1.

                	
                  Continuance
      of Plan

                	
                  57

                
	
                  16.2.

                	
                  Disposition
      of the Trust Fund

                	
                  57

                
	
                  16.3.

                	
                  Withdrawal
      by a Participating Employer

                	
                  57

                
	
                  16.4.

                	
                  Procedure
      for Termination

                	
                  57

                
	
                  17.

                	
                  MISCELLANEOUS

                	
                  58

                
	
                  17.1.

                	
                  Reversion
      Prohibited

                	
                  58

                
	
                  17.1.1.

                	
                  General
      Rule

                	
                  58

                
	
                  17.1.2.

                	
                  Disallowed
      Deductions

                	
                  58

                
	
                  17.1.3.

                	
                  Mistaken
      Contributions

                	
                  58

                
	
                  17.2.

                	
                  Merger,
      Consolidation or Transfer of Assets

                	
                  58

                
	
                  17.3.

                	
                  Spendthrift
      Clause

                	
                  58

                
	
                  17.4.

                	
                  Rights
      of Participants

                	
                  59

                
	
                  17.5.

                	
                  Gender,
      Tense and Headings

                	
                  59

                
	
                  17.6.

                	
                  Governing
      Law

                	
                  59

                


        

      

      



      
        
           


        

        
          -vii-

          
            

          

        

        
           


        

      



    IDAHO
POWER COMPANY

    


    EMPLOYEE
SAVINGS PLAN

    


    Amended
and Restated as of October 1, 2000 (revised)

    


    Introduction

    


    The Company originally adopted the
Idaho Power Company Employee Savings Plan (the “Plan”) on July 1, 1974, and
the Plan has been amended and restated from time to time
thereafter.  Effective October 9, 1994, the Idaho Power Company
Employee Stock Ownership Plan was merged with and into the Plan.  The
Plan was amended and restated effective January 1, 1989, and such restated
Plan received a favorable determination letter from the Internal Revenue
Service, dated May 20, 1996, which covered certain amendments made to the
Plan on July 11, 1996.  The Plan was further amended on July 11,
1996, March 13, 1997, and December 31, 1997.  On February
19, 1998, the Plan was then amended and restated (“1998 Restatement”) to
incorporate the prior amendments, make further clarifying and design changes,
and to reflect provisions of the Small Business Job Protection Act of 1996
(“SBJPA”), the Uniform Services Employment and Reemployment Rights Act
(“USERRA”), Rev. Rul. 94-76 and the Taxpayer Relief Act of 1997.  The
1998 Restatement received a favorable determination letter dated
February 13, 1999, covering amendments thereto dated February 19,
1998, October 2, 1998, October 9, 1998, and April 2,
1999.

    


    This
document completely amends and restates the Plan to incorporate the prior
amendments, make further clarifying changes, and to reflect provisions, as
applicable, of the Uruguay Round Agreements Act (“GATT”) and the Internal
Revenue Service Restructuring Act of 1998.

    


    This
restatement generally will be effective October 1, 2000, except to the
extent that certain provisions either are not required by law to be effective
until a later date, or are required by law to be effective at an earlier date,
and except as otherwise specifically indicated.  Notwithstanding the
foregoing, provisions of this restatement shall not increase benefits or rights
for Participants who terminated employment prior to October 1, 2000, unless
otherwise specifically indicated or as otherwise required by law.

    


    This
restatement was adopted to include additional language in Section 9.8 and a new
subsection 9.8.4 effective January 1, 2001.  These provisions were
added after the other provisions of the restatement were adopted on October 12,
2000, making this the second restatement of the Plan effective October 1,
2000

    


    In connection with this amendment and
restatement, the Company intends to preserve all Code section 411(d)(6)
protected benefits within the meaning of Treasury Regulation § 1.411(d)-4
and this document should be interpreted accordingly.  The Plan is
intended to qualify under Code sections 401(a) and 401(k), and the Trust
Agreement established pursuant to the Plan is an employees’ trust intended to
constitute a tax-exempt organization under Code
section 501(a).

    


    
      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      

    

     

    Prior to
January 1, 1998, the Plan was designed to qualify as a profit-sharing plan for
purposes of sections 401(a), 402, 412 and 417 of the
Code.  Effective January 1, 1998, the Plan was converted to a
stock bonus plan under Code section 401(a) and an employee stock ownership plan
within the meaning of Code section 4975(e)(7) (“ESOP”) that is designed to
invest primarily in Company Stock.  Effective January 1, 2001,
only the Company Stock Fund portion of the Plan will constitute an ESOP, and the
remainder of the Plan will be a non-ESOP stock bonus plan.  See
Article 5 for more information regarding the Non-ESOP Company Stock Fund and the
ESOP Company Stock Fund.  It is intended that the Plan will at all
times meet the stock distribution requirement of Code section 409(h)(1)(A) by
permitting Participants to direct the investment of their Accounts into Company
Stock prior to distribution.  It is further intended that the Plan
will at all times meet the ESOP diversification requirements of Code section
401(a)(28)(B) by permitting Participants to direct the investment of their
entire Account into investments other than Company Stock, thereby providing
complete diversification at all times.

    


    


    
      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

    

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    
      	
               
      

            	
              1.1.

            	
              Administrator.

            


    

     

    “Administrator” means
the Company, or the Committee, if one is appointed pursuant to Section
9.1.

    


    
      	
               
      

            	
              1.2.

            	
              Account.

            


    

     

    “Account” means the
records, including subaccounts, maintained by the Administrator in the manner
provided in Article ‎4
to determine the interest of each Participant in the assets of the Plan and may
refer to any or all of the Participant’s Deferral Contribution Account, After
Tax-Account, Matching Contribution Account, and, Rollover Account, as
applicable.

    


    
      	
               
      

            	
              1.3.

            	
              After
      Tax Contribution.

            


    

     

    “After Tax
Contribution” means a contribution described in Section 3.3.

    


    
      	
               
      

            	
              1.4.

            	
              Alternate
      Payee

            


    

     

    “Alternate Payee”
means any spouse, former spouse, child or other dependent of a Participant who
is recognized by a qualified domestic relations order as having a right to
receive all or a portion of the Account of a Participant under the
Plan.

    


    
      	
               
      

            	
              1.5.

            	
              Beneficiary.

            


    

     

    “Beneficiary” means
any person or persons designated in writing by the Participant (which
designation may be changed from time to time) to receive benefits under the Plan
payable upon the death of a Participant.  If the Participant is
married, designation of a Beneficiary who is not the Participant’s Spouse shall
require spousal consent which is notarized.  If no such designation is
in effect at the time of death of the Participant, or if no person so designated
shall survive the Participant, the Beneficiary shall be his Spouse, or if the
deceased Participant has no surviving Spouse, his estate.

    


    
      	
               
      

            	
              1.6.

            	
              Board
      of Directors.

            


    

     

    “Board of Directors”
or “Board”
means the Board of Directors of the Company.

    


    
      	
               
      

            	
              1.7.

            	
              Code.

            


    

     

    “Code” means the
Internal Revenue Code of 1986, as amended from time to time and, as appropriate,
any predecessor provisions.

    


    
      	
               
      

            	
              1.8.

            	
              Company.

            


    

     

    “Company” means Idaho
Power Company, an Idaho corporation, and any successor thereto.

    


    
      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

    

    
      


      
        	
                 
      

              	
                1.9.

              	
                Company
      Stock.

              


      

       

    

    “Company Stock” means
shares of common stock, par value $2.50 per share, of IDACORP, Inc., which stock
is publicly traded.

    
      
        


        
          	
                   
      

                	
                  1.10.

                	
                  Compensation.

                


        

         

      

    

    “Compensation” with
respect to any Participant means the Base Pay of a Participant, plus amounts
under any Company approved annual incentive plan of the Employer and amounts
under any Company approved commission arrangement of the Employer (including,
but not limited to, payments based on a percentage of sales, profits, production
labor, or production sales), paid during the Plan Year for services rendered to
his Employer.  A Participant’s Compensation shall include Deferral
Contributions under this Plan and any deductions under Code section 125 or
129.

    


    “Base
Pay” means for regular full-time employees, the salary established by the wage
schedule for each position plus any partial disability payments, less any
reductions for time not worked.  For other employees, base pay means
hours worked times hourly rate.  Payment for compensated time off is
included in base pay.  Overtime is not included in Base
Pay.

    


    Compensation
will exclude amounts (including but not limited to severance or separation pay
or annual incentive compensation) paid after the Participant terminates
employment with the Controlled Group, or otherwise ceases to be eligible to
participate in the Plan; provided, however, that payments made in the first
month after termination relating to pre-termination wages or payoff of unused
vacation and/or sick leave will constitute Compensation.  Compensation
for a Long Term Disability Participant shall mean the amount of compensation
received from the Employer’s Long Term Disability Plan for a Plan
Year.

    


    
      	
               
      

            	
              1.10.1.

            	
              Limitation
      on Compensation.

            


    

     

    For purposes of determining benefits
under the Plan, Compensation is limited to $160,000, as indexed for the cost of
living pursuant to Code sections 401(a)(17) and 415(d), per Plan
Year.

    
      
        


        
          	
                   
      

                	
                  1.11.

                	
                  Controlled
      Group.

                


        

         

      

    

    “Controlled Group”
means the Company and any and all other corporations, trades and businesses, the
employees of which, together with employees of the Company, are required by Code
section 414 (b), (c), (m) or (o) to be treated as if they were employed by
a single employer.

    
      
        


        
          	
                   
      

                	
                  1.12.

                	
                  Controlled
      Group Member.

                


        

         

      

    

    “Controlled Group
Member” means each corporation or unincorporated trade or business that
is or was a member of the Controlled Group, but only during the period when it
is or was such a member.

    
      
         

      

    

    
      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            	
                     
      

                  	
                    1.13.

                  	
                    Deferral
      Contribution.

                  


          

           

        

      

      “Deferral
Contribution” means a contribution described in Section ‎3.1.
 

    

    
      
        
          	
                   
      

                	
                  1.14.

                	
                  Direct
      Rollover.

                


        

        
“Direct Rollover”
means a payment by the Plan to the Eligible Retirement Plan specified by a
Distributee.

      

    

     

    
      
        
          	
                   
      

                	
                  1.15.

                	
                  Disability.

                


        

         

      

    

    “Disability” (or
“Disabled”)
means a physical or mental condition of a Participant that constitutes total and
permanent disability for purposes of the Company’s Long Term Disability
Plan.

    
      
         

        
          
            
              
                	
                         
      

                      	
                        1.16.

                      	
                        Distributee.

                      


              

               

            

          

        

      

    

    “Distributee” means an
Employee; a former Employee; an Employee’s or former Employee’s surviving
Spouse; or an Employee’s or former Employee’s Spouse or former spouse who is an
Alternate Payee under a QDRO.

    
      
         

        
          
            
              
                
                  
                    	
                             
      

                          	
                            1.17.

                          	
                            Eligible
      Retirement Plan.

                          


                  

                   

                

              

            

          

        

      

    

    “Eligible Retirement
Plan” means an individual retirement account described in Code
section 408(a), an individual retirement annuity described in Code
section 408(b), an annuity plan described in Code section 403(a), or a
qualified trust described in Code section 401(a), which accepts a
Distributee’s Eligible Rollover Distribution.  In the case of a
Distributee who is a surviving Spouse, Eligible Retirement Plan means an
individual retirement account or individual retirement annuity.

    
      
        


        
          	
                   
      

                	
                  1.18.

                	
                  Eligible
      Rollover Distribution.

                


        

         

      

    

    “Eligible Rollover
Distribution” means any distribution of all or any portion of the account
balance to the credit of the Distributee other than the
following:  (i) any distribution that is one of a series of
substantially equal periodic payments (made not less frequently than annually)
for the life (or life expectancy) of the Distributee and the Distributee’s
Beneficiary, or for a specified period of 10 years or more; (ii) any
distribution to the extent such distribution is required under Code
section 401(a)(9); (iii) the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities); and
(iv) effective for distributions made on or after

    January
1, 1999, any hardship distribution described under Code section
401(k)(2)(B)(i)(IV).

    
      
        


        
          	
                   
      

                	
                  1.19.

                	
                  Employee.

                


        

         

      

    

    “Employee” means any
person who is (i) employed by any Controlled Group Member if their
relationship is, for federal income tax purposes, that of employer and employee
or (ii) a “leased employee” of a Controlled Group Member within the meaning
of Code section 414(n)(2), but only for purposes of the requirements of
Code section 414(n)(3).

    


    
      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      

    

    
      
        


        
          	
                   
      

                	
                  1.20.

                	
                  Employee
      Contributions.

                


        

         

      

    

    “Employee
Contributions” means Deferral Contributions and After Tax
Contributions.

    
      
        


        
          	
                   
      

                	
                  1.21.

                	
                  Employer.

                


        

         

      

    

    “Employer” or “Participating
Employer” means the Company and any Controlled Group Member or
organizational unit thereof which meets the requirements of Section ‎14.1
of the Plan.  The Company will maintain a list of currently
participating Employers, along with the effective dates of their
participation.  The Company may choose to satisfy the obligation of
any Employer hereunder.

    
      
        


        
          	
                   
      

                	
                  1.22.

                	
                  ERISA.

                


        

         

      

    

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

    
      
        


        
          	
                   
      

                	
                  1.23.

                	
                  Investment
      Funds.

                


        

         

      

    

    “Investment Funds”
means the Funds described in Article ‎5.

    
      
        
          
            


            
              	
                       
      

                    	
                      1.24.

                    	
                      Long
      Term Disability Participant.

                    


            

             

          

        

      

    

    “Long Term Disability Participant”
means a Participant who qualifies for, and receives benefits from, the
Employer’s Long Term Disability Plan.

    
      
        


        
          	
                   
      

                	
                  1.25.

                	
                  Matching
      Contribution.

                


        

         

      

    

    “Matching
Contribution” means a contribution described in
Section 3.4.

    
      
        


        
          	
                   
      

                	
                  1.26.

                	
                  Named
      Fiduciary.

                


        

         

      

    

    “Named Fiduciary”
means the Employer, the Administrator and any other entity or individual
designated in writing by the Employer as a “fiduciary” as defined in
section 3(21) of ERISA.  “Named Fiduciary” shall also mean any
person designated by the Administrator to review a claim denial, in accordance
with Section ‎9.8.

    
      
        


        
          	
                   
      

                	
                  1.27.

                	
                  Participant.

                


        

         

      

    

    “Participant” means an
Employee or former Employee who has met the applicable eligibility requirements
of Article ‎2
and who has not yet received a distribution of the entire amount of his interest
in the Plan.

    
      
        


        
          	
                   
      

                	
                  1.28.

                	
                  Plan.

                


        

         

      

    

    “Plan” means the IDAHO
POWER COMPANY EMPLOYEE SAVINGS PLAN, the terms of which are set forth herein, as
amended from time to time.

    


    
      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                   
      

                	
                  1.29.

                	
                  Plan
      Year.

                


        

         

      

    

    “Plan Year” means the
period with respect to which the records of the Plan are maintained, which shall
be the 12-month period beginning on January 1 and ending on
December 31.

    
      
        


        
          	
                   
      

                	
                  1.30.

                	
                  QDRO.

                


        

         

      

    

    “QDRO” means a
qualified domestic relations order within the meaning of Code
section 414(p).

    
      
        


        
          	
                   
      

                	
                  1.31.

                	
                  Qualified
      Matching Contribution.

                


        

         

      

    

    “Qualified Matching
Contribution” means a contribution by an Employer to the Plan pursuant to
Section ‎10.7
which is used to satisfy the Contribution Percentage test set forth in that
Section.

    
      
        


        
          	
                   
      

                	
                  1.32.

                	
                  Qualified
      Non-Elective Contribution.

                


        

         

      

    

    “Qualified Non-Elective
Contribution” means a contribution by an Employer to the Plan that is
made pursuant to Section ‎10.6.  Such
contributions shall be considered Deferral Contributions for all purposes of the
Plan and shall be used to satisfy the “Actual Deferral Percentage” test as set
forth in Section ‎10.6.

    
      
        


        
          	
                   
      

                	
                  1.33.

                	
                  Qualified
      Plan.

                


        

         

      

    

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

    
      
        


        
          	
                   
      

                	
                  1.34.

                	
                  Rollover
      Contribution.

                


        

         

      

    

    “Rollover
Contribution” means a contribution described in Section ‎3.5.

    
      
        


        
          	
                   
      

                	
                  1.35.

                	
                  Self-Directed
      Brokerage Fund.

                


        

         

      

    

    “Self-Directed Brokerage
Fund” means an Investment Fund that consists solely of all or part of the
assets of a single Participant’s Account, which assets the Participant controls
by investment directives to the Trustee and which may not be commingled with
assets of any other Participant’s Accounts.

    
      
        


        
          	
                   
      

                	
                  1.36.

                	
                  Spouse.

                


        

         

      

    

    “Spouse” means the
person to whom a Participant is legally married at a specified time; “surviving
Spouse” means the person to whom a Participant is legally married at the time of
his death.  The term “Spouse” shall be interpreted in a manner
consistent with section 105(b) of the Code.

    


    
      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                   
      

                	
                  1.37.

                	
                  Trust
      Agreement.

                


        

         

      

    

    “Trust Agreement”
means the agreement or agreements between the Company and the Trustee
establishing a trust fund to provide for the investment, reinvestment,
administration and distribution of contributions made under the Plan and the
earnings thereon, as amended from time to time, including any successor trust
that may be established with a successor trustee.

    
      
        


        
          	
                   
      

                	
                  1.38.

                	
                  Trust
      Fund.

                


        

         

      

    

    “Trust Fund” or “Trust” means the
assets of the Plan held by the Trustee pursuant to the Trust
Agreement.

    
      
        


        
          	
                   
      

                	
                  1.39.

                	
                  Trustee.

                


        

         

      

    

    “Trustee” means the
one or more individuals or organizations who have entered into the Trust
Agreement as Trustee(s), and any duly appointed successor.

    
      
        


        
          	
                   
      

                	
                  1.40.

                	
                  Valuation
      Date.

                


        

         

      

    

    “Valuation Date” means
the date with respect to which the Trustee determines the fair market value of
the assets comprising the Trust Fund or any portion thereof.  The
regular Valuation Date shall mean every business day of the Trustee, if a
financial institution; otherwise, every business day on which the New York Stock
Exchange is open.

    


    
      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      

    

    


    2.           PARTICIPATION

     

    
      	
               
      

            	
              2.1.

            	
              Eligibility
      to Participate.

            


    

     

    
      	
               
      

            	
              2.1.1.

            	
              General

            


    

     

    Each
Employee, other than an ineligible Employee under Section 2.3, will be eligible
to become a Participant once he has attained age 18, if he is then employed by
an Employer.

    


    
      	
               
      

            	
              2.1.2.

            	
              Matching
      Contributions.

            


    

     

    No Matching Contributions will be due
for Employee Contributions attributable to periods prior to when a Participant
has completed twelve (12) months of employment, which need not be consecutive,
with a Controlled Group Member.  For the purpose of this Section, and
subject to Section ‎8.1,
the twelve (12) months of employment generally will include those periods of
employment with any Controlled Group Member, regardless of whether the
Controlled Group Member was a Participating Employer during the period(s) to be
included.

    


    
      	
               
      

            	
              2.2.

            	
              Commencement
      of Participation.

            


    

     

    An
Employee eligible to participate in the Plan may enroll as a Participant on his
hire date or as of any subsequent pay period.  Long Term Disability
Participants who were not receiving benefits from the Employer’s Long Term
Disability Plan as of January 1, 1998 are not eligible to contribute to the
Plan.

    


    
      	
               
      

            	
              2.3.

            	
              Exclusions
      from Participation.

            


    

     

    
      	
               
      

            	
              2.3.1.

            	
              Ineligible
      Employees.

            


    

     

    An
Employee who is otherwise eligible to participate in the Plan will not become or
continue as an active Participant if:

     

    
      
        	
                 
      

              	
                (i)

                 

                (ii)

                 

                (iii)

                 

                (iv)

              	
                
                  he
      is covered by a collective bargaining agreement that does not expressly
      provide for participation in the Plan;

                   

                  
                    he
      is a leased employee required to be treated as an Employee under Code
      section 414(n);

                     

                    
                      he
      is employed by a Controlled Group Member or an organizational unit thereof
      that is not an Employer; or

                       

                      
                        he
      is a person performing services for the Employer who is not
      contemporaneously treated as a common law employee on the Employer’s
      payroll records and personnel records, including, but not limited to, any
      person (A) whom the Employer treats as an independent contractor,
      (B) who is paid through a third party business entity’s payroll, or
      (C) who is hired through an agreement with an employee staffing
      agency, regardless of whether the relationship between the Employer and
      the person subsequently
  is

                      

                    

                  

                

              


      

    

     

    
      
        
           


        

        
          -9-

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              determined
      to be an employer/common law employee relationship because of
      (1) reclassification by a governmental agency (whether retroactively
      or prospectively), (2) decision by a court, mediation, arbitration,
      or similar proceeding, or (3) mutual agreement between the Employer
      and the person.

            


    

    


    
      	
               
      

            	
              2.3.2.

            	
              Participation
      after Exclusion.

            


    

     

    An
Employee or Participant who is or becomes ineligible to participate in the Plan
will be eligible to participate in the Plan on the first day he is no longer
described in subsection ‎2.3.1
and is credited with one or more hours of service by an Employer, provided that
he has otherwise met the requirements of Section ‎2.1.  Such
an Employee or Participant may commence or resume participation in the Plan as
soon as administratively feasible, after completing the enrollment procedure
established by the Administrator.

    


    
      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      

    

    


    3.           CONTRIBUTIONS

     

    
      	
               
      

            	
              3.1.

            	
              Deferral
      Contributions.

            


    

     

    
      	
               
      

            	
              3.1.1.

            	
              Amount
      of Deferral Contributions.

            


    

     

    Upon
enrollment, a Participant may direct that his Employer make Deferral
Contributions for him to the Trust Fund of from 1% to 15% (20%, effective
October 1, 2000) of his Compensation (in 1% increments) for each pay
period.  If a Participant’s Deferral Contributions must be reduced to
comply with the requirements of Section ‎10.6
or the requirements of applicable law, his Deferral Contributions as so reduced
will be the maximum percentage of his Compensation permitted by such
Section or law notwithstanding the 1% increments requirement.  A
Participant’s Deferral Contributions and After Tax Contributions are limited to
20% of a Participant’s Compensation for a Plan Year.  Long Term
Disability Participants are not eligible to make Deferral
Contributions.

    


    
      	
               
      

            	
              3.1.2.

            	
              Payments
      to Trustee.

            


    

     

    Deferral
Contributions made for a Participant during a pay period pursuant to a salary
reduction agreement will be transmitted to the Trustee as soon as practicable,
but in no event later than the period prescribed by law.

    


    
      	
               
      

            	
              3.1.3.

            	
              Changes
      in/Suspension of Contributions.

            


    

     

    The
percentage or percentages designated by a Participant shall continue in effect,
notwithstanding any changes in the Participant’s Compensation.  A
Participant may, however, in accordance with the percentages permitted by
subsection ‎3.1.1,
change the percentage of his Deferral Contributions, effective as of any pay
period (with respect to all pay periods ending on or after such period), by
filing a notice with the Administrator prior to such pay period in accordance
with procedures established by the Administrator from time to time.  A
Participant may suspend his Deferral Contributions at any time, to be effective
as soon as administratively feasible thereafter.

    


    
      	
               
      

            	
              3.1.4.

            	
              Resumption
      of Contributions.

            


    

     

    A
Participant who suspends his Deferral Contributions may, upon prior notice to
the Administrator, resume making such Deferral Contributions as of any pay
period.

    


    
      	
               
      

            	
              3.1.5.

            	
              Establishment
      of Procedures by Administrator.

            


    

     

    The
Administrator may establish procedures for electing and changing deferrals which
may, without limitation, provide for different notice periods, different methods
(including telephonic or electronic, as permitted by applicable law) of making
deferral elections and changes and more or less frequent times at which deferral
elections or changes may become effective.

    


    
      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                3.2.

              	
                Excess
      Deferrals.

              


      

       

    

    
      	
               
      

            	
              3.2.1.

            	
              Limit
      on Deferral Contributions.

            


    

     

    A
Participant’s Deferral Contributions for any taxable year of such Participant
shall not exceed $10,000 (or such higher amount as may be prescribed by the
Secretary of the Treasury, or his delegate, for such taxable year pursuant to
Code section 402(g)(1)).  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(a)(8) (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 to
purchase an annuity contract under Code section 403(b) under a salary
reduction agreement within the meaning of Code
section 3121(a)(5)(D).

    


    
      	
               
      

            	
              3.2.2.

            	
              Distribution
      of Excess Deferrals.

            


    

     

    If a
Participant’s Deferral Contributions exceed the amount described in
subsection ‎3.2.1
(hereinafter called the “excess deferrals”) during a taxable year of the
Participant, such excess deferrals (adjusted for Trust Fund earnings and losses
in the manner described in subsection 4.4.3) shall be distributed to the
Participant by April 15 following the close of the taxable year in which
such excess deferrals occurred if, by March 1 following the close of such
taxable year, the Participant notifies the Administrator of any excess deferral
amount allocated to the Participant’s Deferral Contribution under this
Plan.

    


    
      	
               
      

            	
              3.2.3.

            	
              Preventing
      Excess Deferrals.

            


    

     

    To ensure
that excess deferrals will not be made to the Plan for any taxable year for any
Participant, the Administrator will monitor (or cause to be monitored) the
amount of Deferral Contributions being made to the Plan for each Participant
during each taxable year and may take action to prevent Deferral Contributions
made for any Participant under the Plan for any taxable year from exceeding the
maximum amount under this Section.  This action is in addition to, and
not in lieu of, any other actions that may be taken hereunder or that may be
permitted by applicable law or regulation in order to ensure that the
limitations described in this Section are met.

    


    
      	
               
      

            	
              3.2.4.

            	
              Matching
      Contributions Attributable to Excess
Deferrals.

            


    

     

    If a
Participant receives a distribution of excess deferrals pursuant to subsection
3.2.2, Matching Contributions, if any, made with respect to
such  distributed Deferral Contributions (adjusted for Trust Fund
earnings and losses as set forth in subsection ‎4.4.3)
shall be forfeited and credited against the Employer’s obligation to make
Matching Contributions under Section 3.4.

    


    
      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                3.3.

              	
                After
      Tax Contributions.

              


      

       

    

    Upon
enrollment, a Participant will be entitled to contribute to the Trust Fund an
amount between 1% and 20% of his Compensation (in 1% increments) for each pay
period as an After Tax Contribution which is non-deductible.  Deferral
Contributions and After Tax Contributions are limited to 20% of a Participant’s
Compensation.

    


    The percentage of Compensation
designated by the Participant as his After Tax Contribution rate will continue
in effect (unless restricted hereunder) until he elects to change such
percentage.  A Participant may elect to begin After Tax Contributions
or change his After Tax Contribution rate effective as of any payroll
period.  Such change shall be effected in accordance with procedures
established by the Administrator.  A Participant may suspend his After
Tax Contributions to the Plan at any time.  The suspension will be
effective as soon as administratively feasible.  A Participant who
suspends his After Tax Contributions can once again make After Tax Contributions
as of any payroll period.

    


    
      	
               
      

            	
              3.4.

            	
              Matching
      Contributions.

            


    

     

    
      	
               
      

            	
              3.4.1.

            	
              Amount
      of Matching Contributions.

            


    

     

    Each
Employer will contribute to the Trust on account of each Plan Year a Matching
Contribution equal to 100% of each Participant’s Employee Contributions for a
pay period, in an amount up to the first 2% of the Participant’s Compensation
with respect to such pay period.  For the Employee Contributions equal
to the next 4% of the Participant’s Compensation for a pay period (i.e., above
2% to 6%), the Employer will make a Matching Contribution of 50%.

    


    
      	
               
      

            	
              3.4.2.

            	
              Time
      of Matching Contributions.

            


    

     

    Each
Employer will make its Matching Contributions to the Trust in one or more
installments not later than the due date (including extensions) for the filing
of the Employer’s income tax return for the year for which the contributions are
made.

    


    
      	
               
      

            	
              3.5.

            	
              Rollover
      Contributions.

            


    

     

    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 or (iii) an
individual retirement account or annuity, as defined in section 7701(a)(37)
of the Code, if such individual retirement account or annuity meets the
requirements of paragraphs (A) and (B) of Code
section 408(d)(3).

    


    
      	
               
      

            	
              3.6.

            	
              Actual
      Deferral Percentage Limitation on Deferral
  Contributions.

            


    

     

    Deferral
Contributions will be subject to the average percentage test set forth in
Section ‎10.6.

    


    
      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                3.7.

              	
                Actual
      Contribution Percentage Limitation on Matching & After Tax
      Contributions.

              


      

       

    

    After Tax
Contributions and Matching Contributions will be subject to the average
contribution percentage test set forth in Section ‎10.7.

    


    
      	
               
      

            	
              3.8.

            	
              Military
      Service.

            


    

     

    Notwithstanding any provision of this
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code section
414(u).


    


    
      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

    

     

    4.           ALLOCATIONS
TO PARTICIPANTS’ ACCOUNTS

     

    
      	
               
      

            	
              4.1.

            	
              Establishment
      of Accounts.

            


    

     

    The
Administrator will establish a Deferral Contribution Account, After Tax
Contribution Account, Matching Contribution Account, and, if applicable, a
Rollover Account for each Participant and may establish one or more subaccounts
of a Participant’s Accounts, if the Administrator determines that subaccounts
are necessary or desirable in administering the Plan.

    


    
      	
               
      

            	
              4.2.

            	
              Allocation
      of Contributions.

            


    

     

    
      	
               
      

            	
              4.2.1.

            	
              Deferral
      Contributions.

            


    

     

    Deferral
Contributions made by an Employer on behalf of a Participant will be allocated
to the Participant’s Deferral Contribution Account.

    


    
      	
               
      

            	
              4.2.2.

            	
              After
      Tax Contributions

            


    

     

    After Tax
Contributions made by a Participant will be allocated to the Participant’s After
Tax Contribution Account.

    


    
      	
               
      

            	
              4.2.3.

            	
              Matching
      Contributions.

            


    

     

    Matching
Contributions made by an Employer on behalf of a Participant will be allocated
to the Participant’s Matching Contribution Account.

    


    
      	
               
      

            	
              4.2.4.

            	
              Rollover
      Contributions.

            


    

     

    Each
Rollover Contribution made by a Participant shall be allocated to his Rollover
Account.

    


    
      	
               
      

            	
              4.2.5.

            	
              Qualified
      Non-Elective Contributions and Qualified Matching
      Contributions.

            


    

     

    Qualified
Non-Elective Contributions and Qualified Matching Contributions will be
allocated to the Deferral Contribution Accounts of the Participants designated
as the group of Participants to whom the contribution is to be allocated based
on the ratio that each designated Participant’s Compensation for the Plan Year
bears to the Compensation of all designated Participants for the Plan Year;
provided, however, that subaccounts will be maintained for the purpose of
excluding Qualified Matching Contributions from the “Actual Deferral Percentage”
test pursuant to Section ‎10.6
below and for the purpose of excluding Qualified Matching Contributions and
Qualified Non-Elective Contributions from the amount available for hardship
withdrawals under Section 7.8 below.

    


    
      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                4.3.

              	
                Limitation
      on Allocations.

              


      

       

    

    Article
‎10
sets forth certain rules under Code sections 401(k), 401(m) and 415 that
limit the amount of Employee Contributions and Employer contributions that may
be allocated to a Participant’s Accounts for a Plan Year.

    


    
      	
               
      

            	
              4.4.

            	
              Allocation
      of Trust Fund Income and Loss.

            


    

     

    
      	
               
      

            	
              4.4.1.

            	
              Accounting
      Records.

            


    

     

    The
Administrator, through its accounting records, will segregate each Account and
subaccount and will maintain a separate and distinct record of all income and
losses of the Trust Fund attributable to each Account or
subaccount.  Income or loss of the Trust Fund will include any
unrealized increase or decrease in the fair market value of the assets of the
Trust Fund.

    


    
      	
               
      

            	
              4.4.2.

            	
              Method
      of Allocation.

            


    

     

    (a)              With
respect to Investment Funds which have a readily determinable fair market value
as of the end of each business day during the calendar year, the share of net
income or net loss of the Trust Fund to be credited to, or deducted from, each
Account will be the allocable portion of the net income or net loss of the Trust
Fund attributable to each Account determined by the Administrator as of each
Valuation Date, based upon the ratio that each Account balance as of the
previous Valuation Date bears to all Account balances after adjustment for
withdrawals, distributions and other additions or subtractions.  The
share of net income or net loss to be credited to, or deducted from, any
subaccount will be an allocable portion of the net income or net loss credited
to or deducted from the Account under which the subaccount is
established.

    


    (b)              With
respect to Investment Funds which do not have a readily determinable fair market
value as of the end of each business day during the calendar year, the Trustee
shall determine a method of allocation which shall take into account the period
over which a readily determinable fair market value is not available (using time
weighted averages) and which the Trustee deems appropriate, and the Trustee’s
determination of such method of allocation will be conclusive on all interested
persons for all purposes of the Plan.

    


    (c)              To
the extent that Investment Funds are mutual funds or similar investments,
share-based accounting may be used in keeping records for the Plan, and the
provisions of this subsection shall be applied and interpreted
accordingly.

    


    
      	
               
      

            	
              4.4.3.

            	
              Determination
      of Earnings and Losses On Forfeitures & Returned
      Contributions.

            


    

     

    The
earnings and losses of the Trust Fund for the Plan Year allocable to Deferral
Contributions or After Tax Contributions to be returned to a Participant or
Matching Contributions to be forfeited or returned to a Participant pursuant to
subsection 3.2.2, 10.6.5, or 10.7.4 will be determined by multiplying the Trust
Fund earnings or losses for the Plan Year allocable to the Participant’s
Deferral Contribution Account, After Tax Contribution Account or

    


    
      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      

    

     

    Matching
Contribution Account, as applicable, by a fraction, the numerator of which is
the amount of Deferral Contributions, After Tax Contributions or Matching
Contributions to be distributed to the Participant or the amount of Matching
Contributions to be forfeited by the Participant, as applicable, and the
denominator of which is the balance of the Participant’s Deferral Contribution
Account, After Tax Contribution Account or Matching Contribution Account, as
applicable, on the last day of the Plan Year, reduced by the earnings and
increased by the losses allocable to such Account for the Plan
Year.  The earnings and losses of the Trust Fund allocable to the
Deferral Contributions or After Tax Contributions to be returned or Matching
Contributions to be returned or forfeited shall not include earnings and losses
for the period between the end of the Plan Year and the date of such
distribution or forfeiture.

    


    
      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      

    

    
5.           INVESTMENT
OF CONTRIBUTIONS

     

    
      	
               
      

            	
              5.1.

            	
              Investment
      Funds.

            


    

     

    The Trust
Fund will be divided into such Investment Funds (including an ESOP Company Stock
Fund, a Non-ESOP Company Stock Fund, and Self-Directed Brokerage Funds, as
identified below) as shall be designated by the Administrator from time to time
and a Participant’s Account will be invested therein as provided in this
Article.  A Participant’s Account will be invested and reinvested in
such funds in accordance with the terms of the Trust Agreement and the
provisions of this Article.  Notwithstanding any provision of the Plan
to the contrary, the Administrator in its sole discretion may direct the Trustee
to keep such portion of each Investment Fund in cash or cash equivalents as the
Administrator may from time to time deem to be advisable to maintain sufficient
liquidity to meet the obligations of the Plan or for other reasons.

    


    
      	
               
      

            	
              5.1.1.

            	
              Company
      Stock Funds

            


    

     

    There is
no limitation under the Plan on the amount of qualifying employer securities
within the meaning of ERISA section 407(d)(5) (including Company Stock)
that can be held in the Trust Fund under the Plan, provided, however, that the
Plan will not hold employer securities acquired with an exempt loan as defined
in section 4975(d)(3) of the Code and Treasury Regulations
thereunder.

    


    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 the Trustee may be subject to a put, call
or other option, or buy-sell or similar arrangement.  The ESOP Company
Stock Fund and the Non-ESOP Company Stock Fund 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 immediately
reinvested in Company Stock, such that there generally will be no cash component
of the ESOP Company Stock Fund, unless dividends are paid to Participants, as
provided below.

    


    
      	
               
      

            	
              5.1.2.

            	
              Cash
      Dividends Paid on Company Stock

            


    

     

    If so
determined by the Administrator, any cash dividends payable on Company Stock
allocated to the Accounts of Participants may be paid currently (or within (90)
days after the end of the Plan Year in which the dividends are paid to the
Trust) in cash to such Participants (or their beneficiaries) on a
nondiscriminatory basis, or the Company may pay such dividends directly to the
Participants (or their Beneficiaries).  Such distribution (if any) of
cash dividends will be limited to Accounts of Participants who are no longer
Employees of the Employer.  Any determination by the Administrator in
accordance with this subsection 5.1.2 will be reflected in separate written
procedures.  Notwithstanding any other provisions of the Plan, the
Plan Administrator is authorized to direct the investment of dividends if they
are accumulated with the intent to distribute them later in accordance with this
subsection 5.1.2.  Earnings on such accumulated dividends will be
allocated to the Participants’ Accounts when the dividends are
distributed.

    


    
      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              5.1.3.

            	
              Non-ESOP
      Company Stock Fund/ESOP Company Stock
Fund

            


    

     

    Effective
January 1, 2001, an additional Investment Fund invested primarily in shares of
Company Stock shall be established and maintained, to be known as the Non-ESOP
Company Stock Fund.  All contributions (including, without limitation,
Deferral Contributions, After-Tax Contributions and Matching Contributions)
which are credited to a Participant’s Account on or after January 1, 2001 and
which are designated by the Participant to be invested in the Company Stock Fund
shall be instead invested initially in the Non-ESOP Company Stock
Fund.  Once each calendar quarter, as soon as administratively
feasible after the date designated by the Administrator, all amounts held in the
Non-ESOP Company Stock Fund on behalf of a Participant shall be automatically
transferred to the Company Stock Fund.  Notwithstanding the foregoing,
a Participant may at any time there are amounts credited to his or her Non-ESOP
Company Stock Fund direct a transfer of investment from the Non-ESOP Company
Stock Fund into any other Investment Fund under the Plan, including the Company
Stock Fund.  Furthermore, a Participant may at any time there are
amounts credited to his or her Company Stock Fund direct a transfer of
investment into any other Investment Fund (other than the Non-ESOP Company Stock
Fund) in accordance with procedures established  by the
Administrator.   The Administrator may establish procedures for
automatically transferring accounts from the Non-ESOP Company Stock Fund to the
Company Stock Fund.  The Company Stock Fund may be also referred to as
the “ESOP Company Stock Fund.”

    


    
      	
               
      

            	
              5.1.4.

            	
              Self-Directed
      Brokerage Fund

            


    

     

    The
Administrator may (but is not required to) establish Self-Directed Brokerage
Funds as additional Investment Funds for individual Participants, and may adopt
rules and procedures for Self-Directed Brokerage Funds that are different from
the rules and procedures that apply to other Investment Funds. If the
Administrator establishes such Self-Directed Brokerage Funds, the Participant
for whom a Self-Directed Brokerage Fund is established shall direct the Trustee
to invest the assets of the Self-Directed Brokerage Fund in investments that the
Participant chooses, subject to limitations imposed by the Administrator’s rules
and procedures.  In no event, however, shall the Participant be
allowed to direct the investment of such assets into any work of art, rug or
antique, metal or gem, stamp or coin, alcoholic beverage or other similar
tangible personal property if the Secretary of the Treasury shall have
prohibited investment in such property.

    


    In the
event of distributions to a Participant from the Plan that are required by law
or the terms of the Plan, including without limitation, distributions necessary
to effect compliance with nondiscrimination testing, allocation limits and
minimum required distributions, such distributions will be made first from
Investment Funds other than the Participant’s Self-Directed Brokerage
Fund.  If the assets in such Investment Funds are insufficient, the
Administrator will direct the Trustee to effect a sale of securities in the
Self-Directed Brokerage Fund and an investment exchange to the Plan’s other
investment options to provide sufficient funds for the
distribution.

    


    
      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                5.2.

              	
                Investment
      Options.

              


      

       

    

    Each
Participant will, by direction to the Administrator, direct that all Deferral
Contributions, After Tax Contributions, Matching Contributions and Rollover
Contributions made by or for him be invested in one or more of the Investment
Funds (but not to a Self-Directed Brokerage Fund) in percentages which are
multiples of 1%.  If a Self-Directed Brokerage Fund has been
established for a Participant, the Participant may direct the Administrator to
have funds transferred from other Investment Funds into the Self-Directed
Brokerage Fund, subject to the rules and procedures established by the
Administrator.  An investment option selected by a Participant will
remain in effect unless and until an investment change is made by him and
becomes effective pursuant to Section ‎5.3.  In
the absence of an effective investment direction, such contributions made by or
for a Participant will be invested in the Investment Fund that maximizes the
goals of liquidity and preservation of principal, as determined by the
Administrator.

    


    
      	
               
      

            	
              5.3.

            	
              Change
      of Investment Option.

            


    

     

    A
Participant may elect and change investment options in accordance with
procedures established by the Administrator, which may, without limitation,
provide for various notice periods, various methods (including telephonic or
electronic, as permitted by applicable law) of making investment elections and
changes and various times at which investment elections or changes may become
effective.

    


    
      	
               
      

            	
              5.4.

            	
              Directions
      to Trustee.

            


    

     

    The
Administrator shall give appropriate and timely directions to the Trustee in
order to permit the Trustee to give effect to the investment choice and
investment change elections made under this Article and to provide funds for
distributions pursuant to Article ‎7.

    


    
      	
               
      

            	
              5.5.

            	
              Valuation
      of Trust Fund.

            


    

     

    The fair
market value of the total net assets comprising the Trust Fund and of each
Investment Fund will be determined by the Trustee as of the close of business on
each Valuation Date.  Each such valuation will be made on the basis of
the market value (as determined by the Trustee) of the Trust assets, except that
property which the Trustee determines does not have a readily determinable
market value will be valued at fair market value as determined by the Trustee in
such manner as it deems appropriate, and the Trustee’s determination of such
value will be conclusive on all interested persons for all purposes of the
Plan.  In determining such value, the Trustee shall deduct all
permissible expenses for which the Trustee has not yet obtained reimbursement
from the Employer or the Trust Fund.

    


    
      	
               
      

            	
              5.6.

            	
              No
      Guarantee.

            


    

     

    The
Employers, the Administrator and the Trustee do not guarantee the Participants
or their Beneficiaries against loss or depreciation or fluctuation of the value
of the assets of the Trust Fund or any Investment Fund.

    


    
      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                5.7.

              	
                Securities
      Laws Limitations.

              


      

       

    

    The Administrator may impose such
investment and other restrictions under the Plan as the Administrator, in its
sole discretion, deems necessary or appropriate to ensure compliance with the
Securities Exchange Act of 1934, as amended (“Act”), or any other applicable
law.  Although Participants affected generally will include only those
Participants subject to the reporting requirements of the Act, other
participants may be affected in the discretion of the
Administrator.  No transfers will be permitted under the Plan that
would result in a violation of the Company’s insider trading
policy.

    


    
      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      

    

    


    6.           VESTING

     

    6.1.           Fully
Vested Interests 

     

    Participants
shall be fully vested in their Account.  Balances will be 100% vested
and nonforfeitable at all times.

    


    
      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      

    

    
7.           DISTRIBUTIONS

     

    
      	
               
      

            	
              7.1.

            	
              Distribution
      Events.

            


    

     

    Except as
set forth in Sections ‎7.8,
‎7.9
or 7.10, and subject to the provisions and restrictions in Article 12, a
Participant’s interest in his Deferral Contribution Account, After Tax
Contribution Account, Matching Contribution Account and Rollover Account may be
distributed only after the Participant’s Disability, termination of employment
with all members of the Controlled Group or death.  Upon a
Participant’s Disability, he will be entitled to a distribution in the same form
and at the same time as if he had terminated employment.

    


    
      	
               
      

            	
              7.2.

            	
              Form
      of Distributions (and Small Account Cash
Out).

            


    

     

    Distributions
will be made in the form provided in this and the following Sections of this
Article.  A Participant or Beneficiary eligible to receive a
distribution under the Plan shall request such distribution in accordance with
procedures (including telephonic or electronic, as permitted by law) established
by the Administrator, including furnishing such information as the Administrator
may reasonably require.  Notwithstanding any other provision of this
Article, but subject to the requirements of Section 12.2, if the value of a
Participant’s vested interest in his Accounts does not exceed $5,000, determined
according to Section ‎7.7
below, distribution to such Participant or his Beneficiary will be made in the
form of a single lump sum payment of the full value of the Accounts (or so much
thereof to which a Beneficiary is entitled) as soon as practicable after the
Participant’s Disability, death or termination of employment with the Controlled
Group.

    


    
      	
               
      

            	
              7.2.1.

            	
              Right
      to Receive Company Stock

            


    

     

    The
Participant (or his Beneficiary) may elect to receive any distribution of all or
a portion of his Accounts in the form of whole shares of Company Stock (with the
value of any fractional share paid in cash) by directing the investment of all
or a portion of his Accounts in the Company Stock Fund prior to any
distribution.  Distributions from the Company Stock Fund will be made
in kind unless otherwise elected; provided, however, (i) that fractional shares
of Company Stock will in all cases be distributed in cash and (ii) that partial
withdrawals may not be made through a combination of stock and cash
distributions.  Shares of Company Stock distributed by the Trustee
shall be readily tradable on an established securities market.

    


    
      	
               
      

            	
              7.3.

            	
              Distributions
      upon Termination of Employment.

            


    

     

    If a
Participant’s employment with the Controlled Group is terminated for any reason
other than death, he shall receive his Account balance in the form of a single
lump sum, unless he elects (and is eligible) to make periodic partial
withdrawals in accordance with the provisions of this
Article 7.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 
      

              	
                7.4.

              	
                Distributions
      upon Death.

              


      

       

    

    
      	
               
      

            	
              7.4.1.

            	
              If
      the Beneficiary is not the Participant’s Surviving
  Spouse

            


    

     

    Upon the
death of a Participant, if his Beneficiary is not his surviving Spouse, then his
entire Account balance shall be paid to his Beneficiary within five years after
the Participant’s death, and after completion of procedures established by the
Administrator.

    


    
      	
               
      

            	
              7.4.2.

            	
              If
      the Beneficiary is the Participant’s Surviving
  Spouse

            


    

     

    Upon the
death of a Participant, if his Beneficiary is his surviving Spouse, then the
Beneficiary shall have the option of commencing distributions as soon as
practicable after completion of procedures established by the Administrator, or
delaying distributions, subject to the limitations in Article 12.

    


    
      	
               
      

            	
              7.5.

            	
              Timing
      of Distributions.

            


    

     

    Any
distribution to a Participant or Beneficiary effected pursuant to this Article
shall be made as soon as administratively feasible after an event of
distribution described in Section ‎7.1
above, as he or his Beneficiary directs, subject to the rules set forth below
and in Article 12.

    


    
      	
               
      

            	
              7.5.1.

            	
              Timing
      of Distributions upon Disability or
Termination.

            


    

     

    If a
Participant’s Account balance exceeds $5,000 after the Participant’s service
with the Controlled Group terminates or the Participant becomes Disabled,
distribution of his vested Account balance will not be made or commenced
(subject to Section ‎12.4)
unless he elects to receive such distribution.  Subject to Section
12.2, a Participant can request a distribution at any time after his termination
of employment with the Controlled Group or Disability, and such distribution
will be made as soon as administratively feasible after such request is received
by the Administrator, subject to such further notices and elections which may be
required under the terms of the Plan.  If a Participant’s Account
balance is $5,000 or less, it will be distributed to him in a lump sum, as soon
as administratively feasible after the applicable event.

    


    
      	
               
      

            	
              7.5.2.

            	
              Timing
      of Distributions to Beneficiaries.

            


    

     

    Distribution
of a Participant’s Account balance to the Participant’s Beneficiary will be made
or will commence as soon as administratively feasible following notification to
the Administrator of the Participant’s death.

    


    
      	
               
      

            	
              7.6.

            	
              Reemployment
      of Participant.

            


    

     

    If a
Participant who terminated employment again becomes an Employee before receiving
a distribution of his Account balance pursuant to this Article, no distribution
from the Trust Fund will be made while he is an Employee, and amounts
distributable to him on account of his termination will be held in the Trust
Fund until he is again entitled to a distribution under the Plan.

    


    
      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                7.7.

              	
                Valuation
      of Accounts.

              


      

       

    

    A
Participant’s distributable Account balance will be valued as of the Valuation
Date immediately preceding the date the Account is to be distributed, except
that there will be added to the value of his Account the fair market value of
any amounts allocated to his Account under Article ‎4
after that Valuation Date.

    


    
      	
               
      

            	
              7.8.

            	
              Hardship
      Distributions.

            


    

     

    
      	
               
      

            	
              7.8.1.

            	
              Availability
      of Hardship Distributions.

            


    

     

    A
Participant may request approval from the Administrator to have all or a portion
of the value of the sum of (i) his Deferral Contribution Account (but
excluding any earnings credited to his Deferral Contribution Account after
December 31, 1988, Qualified Non-Elective Contributions and Qualified Matching
Contributions) and (ii) his Rollover Account distributed to him, provided
that the Participant is suffering from hardship.  A distribution will
be on account of hardship only if the distribution is necessary to satisfy an
immediate and heavy financial need of the Participant, as defined below, and
satisfies all other requirements of this Section 7.8.

    


    
      	
               
      

            	
              7.8.2.

            	
              Immediate
      and Heavy Financial Need.

            


    

     

    A
distribution shall be made on account of an immediate and heavy financial need
of a Participant only if the distribution is on account of:

    


    (a)              Medical
expenses described in section 213(d) of the Code incurred by or necessary
for the care of the Participant, the Participant’s Spouse or any of the
Participant’s dependents (as defined in section 152 of the
Code);

    


    (b)              The
purchase (excluding mortgage payments) of a principal residence of the
Participant;

    


    (c)              The
payment of tuition, related educational fees, and room and board expenses, for
the next 12 months (beginning with the date of distribution) of post-secondary
education for the Participant or the Participant’s Spouse, children or
dependents provided that no withdrawal will be permitted for this purpose more
than 6 months before payment is actually required to be made to the educational
institution or other appropriate person;

    


    (d)              The
need to prevent the eviction of the Participant from his principal residence or
the foreclosure on the mortgage of the Participant’s principal residence;
or

    


    (e)              Any
other financial need which the Commissioner of Internal Revenue, through the
publication of revenue rulings, notices and other documents of general
applicability, may from time to time designate as a deemed immediate and heavy
financial need as provided in section 1.401(k)-1(d)(2)(iv) of the Treasury
Regulations.

    


    
      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                7.8.3.

              	
                Distributions
      Deemed Necessary.

              


      

       

    

    A
distribution shall be deemed to be necessary to satisfy an immediate and heavy
financial need only if:

    


    (a)              The
distribution does not exceed the financial need of the Participant (including
amounts necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution);

    


    (b)              The
Participant has obtained all distributions (other than hardship distributions)
and all nontaxable loans currently available under all of the Employer’s
plans;

    


    (c)              The
Participant’s Deferral Contributions and After Tax Contributions, and all
similar employee contributions under all of the Employer’s qualified and
nonqualified plans of deferred compensation shall be suspended for a period of
twelve months after the receipt of the hardship distribution; and

    


    (d)              The
Participant’s Deferral Contributions under all of the Employer’s plans for the
Participant’s tax year immediately following the tax year of the hardship
distribution shall not exceed the Code section 402(g) limitation (as
adjusted) for such next taxable year less the amount of the Participant’s
Deferral Contributions made during the tax year of the hardship
distribution.

    


    
      	
               
      

            	
              7.8.4.

            	
              Method
      of Requesting/Form of Distribution.

            


    

     

    The
Participant’s request for a hardship distribution shall be made in accordance
with procedures (including telephonic or electronic, as permitted by law)
established by the Plan Administrator from time to time, and the Participant
shall furnish the Plan Administrator with such information as the Plan
Administrator requests in its evaluation of the Participant’s withdrawal
request.

    


    
      	
               
      

            	
              7.8.5.

            	
              Amount
      and Timing of Distribution.

            


    

     

    The
cumulative amount distributed to a Participant on account of hardship will not
exceed the amount set forth in subsection ‎7.8.1
above that has not been previously distributed.  Distributions
pursuant to this subsection will be made as soon as administratively feasible
after the Participant’s request and amounts will be withdrawn  first,
from the Participant’s Rollover Account (if any), and then from the
Participant’s Deferral Contribution account.

    


    
      	
               
      

            	
              7.9.

            	
              Distributions
      After Age 59-1/2.

            


    

     

    A
Participant who attains age 59-1/2 and who is still employed by a Controlled
Group Member may elect a distribution of all or a portion of the amount then
credited to his Deferral Contribution Account, his Matching Contribution Account
and his Rollover Account.  Partial withdrawals will be permitted at
such times and in accordance with such procedures as will be determined by the
Administrator, provided they are permitted at least quarterly.

    


    
      
        
           


        

        
          -26-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                7.10.

              	
                Distributions
      From After Tax Contribution
Account.

              


      

       

    

               A
Participant may elect a distribution of all or a portion of the amounts credited
to his After Tax Contribution Account.  Partial withdrawals will be
permitted at such times and in accordance with such procedures as will be
determined by the Administrator, provided they are permitted at least
quarterly.  Distributions from a Participant’s After Tax Contribution
Account (including amounts transferred from the prior Company Employee Stock
Ownership Plan, which was merged into the Plan) shall be made, first, from such
contributions made prior to January 1, 1987 (not including earnings
thereon).

     

    
      
        
          	
                   
      

                	
                  7.11.

                	
                  Direct
      Rollovers.

                


        

         

      

    

    
      	
               
      

            	
              7.11.1.

            	
              Rollovers
      Permitted.

            


    

     

    Notwithstanding
any other provision herein to the contrary, a Distributee entitled to a
distribution may elect (in such form and at such time as the Administrator may
prescribe) to have all or a portion of an Eligible Rollover Distribution paid to
an Eligible Retirement Plan in a Direct Rollover.

    


    
      	
               
      

            	
              7.11.2.

            	
              Amount
      of Rollover.

            


    

     

    Notwithstanding
the foregoing, a Distributee may make an election under this Section only if the
total amount of all Eligible Rollover Distributions made to such Distributee
during a year is reasonably expected to exceed $200.  Furthermore, if
a Distributee elects to have only a portion of an Eligible Rollover Distribution
paid in a Direct Rollover, the portion paid in a Direct Rollover must equal at
least $500.  If a Distributee’s Eligible Rollover Distribution is $500
or less, he may make an election only to have all of such distribution paid in a
Direct Rollover.

    


    
      	
               
      

            	
              7.11.3.

            	
              Waiver
      of Notice Period.

            


    

     

    Such
distribution may commence less than 30 days after notice is given about the
Participant’s right to make a Direct Rollover, provided that the Administrator
informs the Participant that he has at least 30 days after receiving such notice
to consider whether or not to make a Direct Rollover and the Participant, after
receiving the notice, affirmatively elects to receive the
distribution.

    
       

      
        
          
            	
                     
      

                  	
                    7.12.

                  	
                    Restrictions
      on Distributions.

                  


          

           

        

      

    

    Article
12 sets forth certain rules under various provisions of the Code relating to
restrictions on distributions to Participants and their
Beneficiaries.

     

    
      
        
          
            
              	
                       
      

                    	
                      7.13.

                    	
                      Unclaimed
      Distribution.

                    


            

             

          

        

      

    

    If the
Administrator cannot locate a person entitled to receive a benefit under the
Plan within a reasonable period (as determined by the Administrator in its
discretion), the amount of the benefit will be treated as a forfeiture during
the Plan Year in which the period ends.  Such forfeitures will be
applied in the discretion of the Administrator, (i) to pay administrative
expenses under the Plan, (ii) to reduce or offset Employers’ subsequent
Matching Contributions

    


    
      
        
           


        

        
          -27-

          
            

          

        

        
           


        

      

    

     

    required
under the Plan and (iii) to correct errors, omissions and exclusions as
described in Section 9.10 below.  If a person who was entitled to a
benefit which has been forfeited under this Section makes a claim to the
Administrator or the Trustee for his benefit, he will be entitled to receive, as
soon as administratively feasible, a benefit in an amount equal to the value of
the forfeited benefit on the date of forfeiture.  This benefit will be
reinstated first from forfeitures and second from Employer contributions for
that Plan Year.

     

    
      
        
          
            
              
                	
                         
      

                      	
                        7.14.

                      	
                        Partial
      Withdrawals.

                      


              

               

            

          

        

      

    

    Any person otherwise entitled to a
distribution under the Plan, to whom a lump-sum distribution of the balance of
the Accounts (or portion thereof) to which he or she is entitled has not been
made under the terms of Section 7.2, may elect to make partial withdrawals at
such time and in accordance with such procedures as will be determined by the
Administrator provided such withdrawals are permitted at least
quarterly.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    
      	
               8. 

            	
              SPECIAL
      RULES REGARDING ACQUISITIONS, DISPOSITIONS &
  TRANSFERS

            


    

     

    
      	
               
      

            	
              8.1.

            	
              Service
      Crediting

            


    

     

    The Administrator may, but is not
required to, grant past service credit to those individuals who are employed by
a business acquired by Controlled Group Members (referred to herein as an
“Acquisition Business”) at the time it became a Controlled Group
Member.  Such grant would provide that the period of time that such
individuals were in the employ of the Acquisition Business prior to its becoming
part of the Controlled Group would count as a period of employment for purposes
of eligibility for Matching Contributions.  Any such grant shall be
made either by an amendment to the Plan or by the Administrator maintaining a
record of such service on the books of the Plan, and reflecting such grant in an
appropriate document.

    


    Effective January 1, 2001, for
purposes of determining eligibility for Matching Contributions under subsection
‎2.1.2,
service with Rocky Mountain Communications, Inc. prior to its becoming a
Controlled Group Member will be counted.

    


    
      	
               
      

            	
              8.2.

            	
              Transfer
      From Another Qualified Plan in Controlled
Group.

            


    

     

    If a
Participant is also a participant in another Qualified Plan which is sponsored
by an Acquisition Business or Controlled Group Member, the Participant may
direct the Trustee, subject to the approval of the Administrator, to accept from
such Qualified Plan an amount representing such Participant’s interest in such
plan, to be held by the Trustee subject to all of the terms and conditions of
the Plan and Trust Agreement in the Participant’s Rollover Account; provided,
however, that property other than cash shall not be transferred to the Trustee
without the Administrator’s approval, and provided furthermore that the
Administrator may establish such procedures (including but not limited to
required notice periods) as the Administrator shall deem appropriate, which must
be followed by the Participant as a condition to such a transfer of
assets.  The Administrator may not approve any transfer to the Plan if
such transfer would require the Plan to offer benefits, rights and features not
offered under the Plan in order to comply with the requirements of Code section
411(d) and the regulations thereunder. Amounts transferred to the Plan from
another Qualified Plan, other than such amounts transferred in a direct rollover
transfer within the meaning of Code section 401(a)(31), shall retain all
benefits, rights, and features provided under the Qualified Plan and protected
under Code section 411(d)(6), except to the extent that such benefits, rights
and features may be eliminated under the regulations under Code section
411(d)(6).

    


    
      
        
           


        

        
          -29-

          
            

          

        

        
           


        

      

    

    


    9.           ADMINISTRATION
OF THE PLAN AND TRUST AGREEMENT

     

    
      	
               
      

            	
              9.1.

            	
              Administrator.

            


    

     

    The
Company will have all authority, rights and responsibility of the Administrator
hereunder.  Any action taken by the Company as Administrator may be
taken by any one of its officers authorized by the Board, or any other person
authorized by such officers to act on the Company’s behalf in its capacity as
Administrator.

    


    
      	
               
      

            	
              9.2.

            	
              Employees
      of the Administrator.

            


    

     

    The
Administrator may employ and suitably compensate such persons or organizations
to render advice with respect to the duties of the Administrator under the Plan
as the Administrator determines to be necessary or desirable.

    


    
      	
               
      

            	
              9.3.

            	
              Expenses
      and Compensation.

            


    

     

    The
expenses of the Administrator properly incurred in the performance of its duties
under the Plan will be paid from the Trust Fund, unless the Employers in their
discretion pay such expenses.  To the extent Plan expenses are paid
from the Trust Fund, the Administrator will establish procedures for allocating
such expenses to the Accounts of Participants, including procedures based on
transactions which involve such Participant’s Accounts.

    


    
      	
               
      

            	
              9.4.

            	
              General
      Powers and Duties of the
Administrator.

            


    

     

    The
Administrator will have the full power and responsibility to administer the Plan
and the Trust Agreement and to construe and apply their
provisions.  For purposes of ERISA, the Administrator will be the
Named Fiduciary with respect to the operation and administration of the Plan and
the Trust Agreement; provided, however, that the Administrator shall have no
responsibility for or control over the funding, investment or management of Plan
assets, except as specifically provided in this Plan.  In addition,
the Administrator will have the powers and duties granted by the terms of the
Trust Agreement.  The Administrator, and all other persons with
discretionary control respecting the operation, administration, control or
management of the Plan, the Trust Agreement or the Trust Fund, will perform
their duties under the Plan and the Trust Agreement solely in the interests of
Participants and their Beneficiaries.

    


    
      	
               
      

            	
              9.5.

            	
              Specific
      Powers and Duties of the
Administrator.

            


    

     

    The
Administrator will administer the Plan and have all powers necessary to
accomplish that purpose, including the following: (i) resolving all
questions relating to the eligibility of Employees to become Participants;
(ii) determining the amount of benefits payable to Participants or their
Beneficiaries and determining the time and manner in which such benefits are to
be paid; (iii) authorizing and directing all disbursements by the Trustee
from the Trust Fund; (iv) engaging any administrative, legal, medical,
accounting, clerical or other services it deems appropriate in administering the
Plan or the Trust Agreement; (v) in its sole and absolute discretion
construing and interpreting the Plan and the Trust Agreement (including, without
limitation, by supplying omissions from, correcting deficiencies in, or
resolving inconsistencies or ambiguities in, the language of the Plan and the
Trust Agreement) and adopting and amending rules for administration of the Plan
and the Trust Agreement which are not inconsistent with the

    


    
      
        
           


        

        
          -30-

          
            

          

        

        
           


        

      

    

     

    terms of
such documents; (vi) compiling and maintaining all records it determines to
be necessary, appropriate or convenient in connection with the administration of
the Plan and the Trust Agreement; and (vii) determining the disposition of
assets in the Trust Fund if the Plan is terminated.

    


    
      	
               
      

            	
              9.6.

            	
              Allocation
      of Fiduciary Responsibility.

            


    

     

    The
Administrator from time to time may delegate to any other persons or
organizations any of its rights, powers, duties and responsibilities with
respect to the operation and administration of the Plan and the Trust Agreement
that are permitted to be delegated under ERISA.  Any such allocation
or delegation will be made in writing, will be reviewed periodically by the
Administrator and will be terminable upon such notice as the Administrator in
its discretion deems reasonable and proper under the
circumstances.  Whenever a person or organization has the power and
authority under the Plan or the Trust Agreement to delegate discretionary
authority respecting the administration of the Plan or the Trust Fund to another
person or organization, the delegating party’s responsibility with respect to
such delegation is limited to the selection of the person to whom authority is
delegated and the periodic review of such person’s performance and compliance
with applicable law and regulations.  Any breach of fiduciary
responsibility by the person to whom authority has been delegated which is not
proximately caused by the delegating party’s failure to properly select or
supervise, and in which breach the delegating party does not otherwise
participate, will not be considered a breach by the delegating
party.

    


    
      	
               
      

            	
              9.7.

            	
              Notices,
      Statements and Reports.

            


    

     

    The
Company will be the “administrator” of the Plan as defined in ERISA
section 3(16)(A) for purposes of the reporting and disclosure requirements
imposed by ERISA and the Code.

    


    
      	
               
      

            	
              9.8.

            	
              Claims
      Procedure.

            


    

     

    The
claims procedure set forth in this Section 9.8 shall be the procedure for the
resolution of disputes and disposition of claims arising under the
Plan.  For the purposes of this Section 9.8, a request for resolution
of a dispute is considered a claim.

    


    
      	
               
      

            	
              9.8.1.

            	
              Filing
      Claim for Benefits.

            


    

     

    If a
Participant or Beneficiary does not receive the benefits which he believes he is
entitled to receive under the Plan, he may file a claim for benefits with the
Administrator.  All claims will be made in writing and will be signed
by the claimant.  If the claimant does not furnish sufficient
information to determine the validity of the claim, the Administrator will
indicate to the claimant any additional information which is
required.

    


    
      	
               
      

            	
              9.8.2.

            	
              Notification
      by the Administrator.

            


    

     

    Each
claim will be approved or disapproved by the Administrator within 90 days
following the receipt of the information necessary to process the
claim.  The 90-day claims review period may be extended an additional
90 days provided that notice of such extension of

    


    
      
        
           


        

        
          -31-

          
            

          

        

        
           


        

      

    

     

    time is
given the claimant within the first 90-day period.  If the
Administrator denies a claim for benefits in whole or in part, the Administrator
will notify the claimant in writing of the denial of the claim.  Such
notice by the Administrator will also set forth, in a manner calculated to be
understood by the claimant, the specific reason for such denial, the specific
Plan provisions on which the denial is based, a description of any additional
material or information necessary to perfect the claim with an explanation of
why such material or information is necessary, and an explanation of the Plan’s
claim review procedure as set forth in subsection ‎9.8.3.  If
no action is taken by the Administrator on a claim within 90 days, the claim
will be deemed to be denied for purposes of the review procedure.

    


    
      	
               
      

            	
              9.8.3.

            	
              Review
      Procedure.

            


    

     

    A
claimant may appeal a denial of his claim by requesting a review of the decision
by the Administrator or a person designated by the Administrator, which person
will be a Named Fiduciary for purposes of this Section.  An appeal
must be submitted in writing within 60 days after the denial and must
(i) request a review of the claim for benefits under the Plan,
(ii) set forth all of the grounds upon which the claimant’s request for
review is based and any facts in support thereof and (iii) set forth any
issues or comments which the claimant deems pertinent to the
appeal.  The Administrator or the Named Fiduciary designated by the
Administrator will make a full and fair review of each appeal and any written
materials submitted in connection with the appeal.  The Administrator
or the Named Fiduciary designated by the Administrator will act upon each appeal
within 60 days after receipt thereof unless special circumstances require an
extension of the time for processing, in which case a decision will be rendered
as soon as possible but not later than 120 days after the appeal is
received.  The claimant will be given the opportunity to review
pertinent documents or materials upon submission of a written request to the
Administrator or Named Fiduciary, provided the Administrator or Named Fiduciary
finds the requested documents or materials are pertinent to the
appeal.  On the basis of its review, the Administrator or Named
Fiduciary will make an independent determination of the claimant’s eligibility
for benefits under the Plan.  The decision of the Administrator or
Named Fiduciary on any claim for benefits will be final and conclusive upon all
parties thereto.  If the Administrator or Named Fiduciary denies an
appeal in whole or in part, it will give written notice of the decision to the
claimant, which notice will set forth in a manner calculated to be understood by
the claimant the specific reasons for such denial and which will make specific
reference to the pertinent Plan provisions on which the decision was
based.

    


    
      	
               
      

            	
              9.8.4.

            	
              Claims
      must be Timely.

            


    

     

    This
subsection 9.8.4 is effective on or after January 1, 2001.  A claim
may be denied if it is not timely.  To be considered timely under the
Plan’s claim review procedure, a claim must be filed with the Administrator
within one (1) year after the claimant knew or reasonably should have known of
the principal facts upon which the claim is based.  If or to the
extent that the claim relates to a failure to effect a Participant’s or
Beneficiary’s investment directions or a Participant’s election regarding
contributions, the one (1) year period shall be thirty (30) days.

    


    
      
        
           


        

        
          -32-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                9.9.

              	
                Service
      of Process.

              


      

       

    

    The
Administrator may from time to time designate an agent of the Plan for the
service of legal process.  In the absence of such a designation, the
Company will be the agent of the Plan for the service of legal
process.

    
      
        


        
          	
                   
      

                	
                  9.10.

                	
                  Corrections.

                


        

         

      

    

    If an
error or omission is discovered in the Accounts of a Participant, or in the
amount distributed to a Participant, or if an Employee is determined to have
been improperly or mistakenly excluded from participation in the Plan, the
Administrator will make such equitable adjustments in the records of the Plan as
may be necessary or appropriate to correct such error, omission or exclusion as
of the Plan Year in which such error, omission or exclusion is
discovered.  Further, an Employer may, in its discretion, make a
special contribution to the Plan, to be allocated by the Administrator only to
the Account of one or more Employees or Participants to correct such error,
omission or exclusion.

    
      
        


        
          	
                   
      

                	
                  9.11.

                	
                  Payment
      to Minors or Persons Under Legal
Disability.

                


        

      

    

     

    If any
benefit becomes payable to a minor or to a person under a legal disability,
payment of such benefit will be made only to the conservator or the guardian of
the estate of such person appointed by a court of competent jurisdiction or such
other person or in such other manner as the Administrator determines is
necessary to ensure that the payment will legally discharge the Plan’s
obligation to such person.

    
      
        


        
          	
                   
      

                	
                  9.12.

                	
                  Uniform
      Application of Rules and Policies.

                


        

         

      

    

    The
Administrator in exercising its discretion granted under any of the provisions
of the Plan or the Trust Agreement will do so only in accordance with rules and
policies established by it which will be uniformly applicable to all
Participants and Beneficiaries.

    
      
        


        
          	
                   
      

                	
                  9.13.

                	
                  Funding
      Policy.

                


        

         

      

    

    The Plan
is to be funded through Employer and Participant contributions and earnings on
such contributions, and benefits will be paid to Participants and Beneficiaries
as provided in the Plan.

     

    
      
        
          	
                   
      

                	
                  9.14.

                	
                  The
      Trust Fund.

                


        

         

      

    

    The Trust
Fund will be held by the Trustee for the exclusive benefit of Participants and
Beneficiaries.  The assets held in the Trust Fund will be invested and
reinvested in accordance with the terms of the Trust Agreement, which is hereby
incorporated into and made a part of the Plan.  All benefits will be
paid solely out of the Trust Fund, and no Employer will be otherwise liable for
benefits payable under the Plan.


    


    
      
        
           


        

        
          -33-

          
            

          

        

        
           


        

      

    

     

    10.           LIMITATIONS
ON CONTRIBUTIONS & ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS

    
       

      
        
          
            	
                     
      

                  	
                    10.1

                  	
                    Priority
      over Other Contribution and Allocation
  Provisions.

                  


          

           

        

      

    

    The
provisions set forth in this Article supersede any conflicting provisions of
this Plan.  Unless otherwise stated, these provisions are effective
January 1, 1997.

     

    
      
        
          
            
              	
                       
      

                    	
                      10.2.

                    	
                      Definitions
      Used in this Article.

                    


            

             

          

        

      

    

    The following words and phrases, will
have the meanings set forth below, for purposes of this Article
only.

     

    
      	
               
      

            	
              10.2.1.

            	
              Annual
      Addition.

            


    

     

    “Annual Addition”
means the sum of Deferral Contributions, After Tax Contributions, Matching
Contributions, and profit sharing contributions credited to the Participant
under the Plan and all other defined contribution plans maintained by Controlled
Group Members for the Limitation Year, and, if the Participant is a Key Employee
(pursuant to subsection ‎13.2.8)
for the applicable or any prior Limitation Year, medical benefits provided
pursuant to Code section 419A(d)(1) (“Welfare Fund”) for the Limitation
Year.

    


    A Participant’s Annual Addition will
not include (i) any amounts allocated to his Rollover Account, or
(ii) Deferral Contributions (and corresponding Matching Contributions) that
are in excess of the Code section 402(g) amount and that are refunded by April
15 of the following Plan Year.  A corrective allocation pursuant to
Section ‎9.10
will be considered an Annual Addition for the Limitation Year to which it
relates.

     

    
      	
               
      

            	
              10.2.2.

            	
              Compensation.

            


    

     

    “Compensation” shall
be determined at the election of the Administrator as an definition of
Compensation that satisfies Code section 414(s) and the Treasury Regulations
thereunder.  Compensation of an Employee taken into account for
purposes of determining excess Deferral Contributions under Section 10.6 and
excess Matching Contributions under Section 10.7 in any Plan Year shall be
limited as set forth in subsection 1.10.1.

     

    
      	
               
      

            	
              10.2.3.

            	
              Defined
      Benefit Plan.

            


    

     

    “Defined Benefit Plan”
means a Qualified Plan other than a Defined Contribution Plan.

     

    
      	
               
      

            	
              10.2.4.

            	
              Defined
      Contribution Plan.

            


    

     

    “Defined Contribution
Plan” means a Qualified Plan described in Code
section 414(i).  References to a Defined Contribution Plan shall
also refer to a Welfare Fund, as appropriate under Code section 415 and the
regulations thereunder.

    


    
      
        
           


        

        
          -34-

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              	
                       
      

                    	
                      10.2.5.

                    	
                      Eligible
      Employee and Eligible Highly Compensated
  Employee.

                    


            

             

          

        

      

    

    “Eligible Employee and
eligible Highly Compensated Employee” means an Employee eligible to
become a Participant under the provisions of Article ‎2.

     

    
      	
               
      

            	
              10.2.6.

            	
              Highly
      Compensated Employee.

            


    

     

    “Highly Compensated
Employee” includes any Employee who (1) was a five percent owner of
the Employer at any time during the current Plan Year or the preceding Year, or
(2) received more than $80,000 in compensation in the preceding Plan Year
(as defined in Code section 414(q)(4) and adjusted under Code
section 415(d)).

     

    
      	
               
      

            	
              10.2.7.

            	
              Includable
      Compensation.

            


    

     

    “Includable
Compensation” means the Employee’s compensation in the amount reported by
the Employer or any Controlled Group Member as “Wages, tips, other compensation”
for purposes of Internal Revenue Service Form W-2, Box 1, or any successor
method of reporting under Code section 6041(d); provided that, for Plan Years
beginning before December 31, 1997, such compensation shall exclude any elective
deferral or amount contributed or deferred by the Employer at the election of
the Employee, which is not includable in the gross income of the Employee by
reason of Code sections 125, 402(e)(3), 402(h), 403(b) or 457.

     

    
      	
               
      

            	
              10.2.8.

            	
              Limitation
      Year.

            


    

     

    “Limitation Year”
means the 12-consecutive-month period used by a Qualified Plan for purposes of
computing the limitations on benefits and annual additions under Code
section 415.  The Limitation Year for this Plan is the Plan
Year.

     

    
      	
               
      

            	
              10.2.9.

            	
              Maximum
      Annual Addition.

            


    

     

    “Maximum Annual
Addition” means with respect to a Participant for any Limitation Year an
Annual Addition equal to the lesser of (i) $30,000 (as adjusted for the
cost of living pursuant to Code section 415(d)) or (ii) 25% of the
Participant’s Includable Compensation.

     

    
      
        
          
            
              
                	
                         
      

                      	
                        10.3.

                      	
                        Excess
      Allocations.

                      


              

               

            

          

        

      

    

    
      	
               
      

            	
              10.3.1.

            	
              Correcting
      an Excess Annual Addition.

            


    

     

    If  the
amount otherwise allocable to a Participant’s Account would exceed the Maximum
Annual Addition (resulting from a reasonable error in estimating an employee’s
Compensation or in determining the amount of After Tax Contributions or Deferral
Contributions or other facts and circumstances acceptable to the Internal
Revenue Service), the Administrator shall direct the Trustee to return to such
Participant first, his After Tax
Contributions (adjusted to reflect investment gains), and then his Deferral
Contributions (adjusted to reflect investment gains) and then shall forfeit
Matching Contributions related thereto to the extent necessary to reduce the
Participant’s Annual Addition for the Plan Year to the Maximum Annual
Addition.  Any Matching Contribution which is hereby forfeited shall
be held unallocated in a suspense account for the Limitation Year and applied in
the next Limitation

    


    
      
        
           


        

        
          -35-

          
            

          

        

        
           


        

      

    

     

    Year, to
the extent possible, to reduce the Employer’s contribution for such
year.  If a suspense account is in existence during a Plan Year other
than the Plan Year in which it is established, the Employer shall make no
contribution to the Plan until all amounts in the suspense account have been
used to satisfy the contribution for such Plan Year.  No investment
gains or losses or other income or expense shall be allocated to a suspense
account.  If a suspense account is in existence at the time this Plan
terminates, any amount in the suspense account which cannot then be allocated to
Participants shall be returned to the Employer.

    


    
      	
               
      

            	
              10.3.2.

            	
              Correcting
      a Multiple Plan Excess.

            


    

     

    If, in
addition to this Plan, the Participant is covered under another Defined
Contribution Plan maintained by a Controlled Group Member during the Limitation
Year the Annual Addition which may be credited to a Participant’s Account under
this Plan for any such Limitation Year will not exceed the Maximum Annual
Addition reduced by the Annual Addition credited to a Participant’s accounts
under the other Defined Contribution Plans for the same Limitation
Year.

     

    
      
        
          
            
              
                
                  	
                           
      

                        	
                          10.4.

                        	
                          Aggregate
      Benefit Limitation.

                        


                

                 

              

            

          

        

      

    

    If a
Controlled Group Member maintains, or at any time maintained, one or more
Defined Benefit Plans covering any Participant in this Plan, the provisions of
the Defined Benefit Plans will govern the order of reduction of Annual Additions
or benefit accruals necessary to meet the limitations of Code section
415(e).  If the provisions of the Defined Benefit Plans are silent,
the current Annual Addition under this Plan will be reduced first, and then the
rate of accrual under the Defined Benefit Plans will be reduced, if necessary to
meet this limitation.  For purposes of this Section, a Participant’s
voluntary nondeductible contributions to a Defined Benefit Plan will be treated
as being part of a separate Defined Contribution Plan.

    


    Notwithstanding
any other provisions in the Plan, the aggregate of benefits for any Participant
in this Plan, under all defined benefit and defined contribution plans covering
such Participant, will not exceed the limitations of section 415 of the Code and
the Treasury Regulations thereunder, which limitations are incorporated herein
by this reference.

    
       

      
        
          
            
              
                
                  
                    	
                             
      

                          	
                            10.5.

                          	
                            Aggregation
      of Plans.

                          


                  

                   

                

              

            

          

        

      

    

    The
allocation limitations under Code section 415 as set forth in this Article
will apply on an aggregate basis to all Defined Contribution Plans and all
Defined Benefit Plans (whether or not any of such plans have terminated)
established by the Controlled Group Members.  In addition, all Defined
Benefit Plans ever maintained by a Controlled Group Member will be treated as
one Defined Benefit Plan, and all Defined Contribution Plans ever maintained by
a Controlled Group Member will be treated as one Defined Contribution
Plan.  The terms of Section ‎10.4
and this Section ‎10.5
related to the combined limitations on contributions and benefits for Employees
who participate in both Defined Contribution Plans and Defined Benefit Plans
maintained by Controlled Group Members shall no longer be applicable for Plan
Years beginning after December 31, 1999.

    


    
      
        
           


        

        
          -36-

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                               
      

                            	
                              10.6.

                            	
                              Excess
      Deferral Contributions Under Code section
  401(k).

                            


                    

                     

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              10.6.1.

            	
              Actual
      Deferral Percentage Test - Prior Year Testing
  Method.

            


    

     

    Notwithstanding
the provisions of Article ‎3,
for any Plan Year,

     

    (a)              the
actual deferral percentage (as defined in subsection 10.6.3) for the group of
eligible Highly Compensated Employees for the Plan Year shall not exceed the
actual deferral percentage for the group comprised of all other eligible
Employees for the preceding Plan Year multiplied by 1.25, or

     

    (b)              the
excess of the actual deferral percentage for the group of eligible Highly
Compensated Employees for the Plan Year over the actual deferral percentage for
the group comprised of all other eligible Employees for the preceding Plan Year
shall not exceed 2 percentage points; and the actual deferral percentage for the
group of eligible Highly Compensated Employees for the Plan Year shall not
exceed the actual deferral percentage for the group comprised of all other
eligible Employees for the preceding Plan Year multiplied by 2.

    


    
      	
               
      

            	
              10.6.2.

            	
              Aggregation
      and Disaggregation of Plans.

            


    

     

    If two or
more plans which include cash or deferred arrangements are considered as one
plan for purposes of Code sections 401(a)(4) or 410(b), such arrangements
included in such plans shall be treated as one arrangement for the purposes of
subsection ‎10.6.1;
and if any eligible Highly Compensated Employee is a participant under two or
more cash or deferred arrangements of the Controlled Group, all such
arrangements shall be treated as one cash or deferred arrangement for purposes
of determining the deferral percentage with respect to such eligible Highly
Compensated Employee. If the Plan benefits Employees who are covered by a
collective bargaining agreement, the portion of the Plan covering such union
Employees will be treated as a separate plan (or multiple plans for various
union groups as determined by the Administrator) for the purposes of subsection
10.6.1.

    


    
      	
               
      

            	
              10.6.3.

            	
              Definition
      of Actual Deferral Percentage.

            


    

     

    For the
purposes of this Section, the actual deferral percentage for a specified group
of eligible Employees for a Plan Year shall be the average of the ratios
(calculated separately for each eligible Employee in such group) of (i) the
amount of Deferral Contributions actually paid to the Trust Fund for each such
eligible employee for such Plan Year (including any “excess deferrals” described
in Section ‎3.2)
to (ii) the eligible Employee’s Compensation (as defined in subsection
10.2.2 for such Plan Year).  The actual deferral percentage for an
eligible Employee who makes no Deferral Contribution during the Plan Year shall
be taken into account and shall be zero.

    


    
      	
               
      

            	
              10.6.4.

            	
              Suspension
      of Deferral Contributions.

            


    

     

    If at any
time during a Plan Year the Administrator determines, on the basis of estimates
made from information then available, that the limitation described in
subsection ‎10.6.1
above will not be met for the Plan Year, the Administrator in its discretion may
reduce or suspend the Deferral Contributions of one or more Participants who are
Highly Compensated Employees to the extent necessary (i) to enable the Plan
to meet such limitation or

    


    
      
        
           


        

        
          -37-

          
            

          

        

        
           


        

      

    

     

    (ii) to
reduce the amount of excess Deferral Contributions that would otherwise be
distributed pursuant to subsection ‎10.6.5
below.

    


    
      	
               
      

            	
              10.6.5.

            	
              Distribution
      of Excess Contributions.

            


    

     

    If the actual deferral percentage test
of subsection ‎10.6.1
is not satisfied based upon the Deferral Contributions made for the Plan Year,
the Administrator shall determine the maximum actual deferral percentage for
Highly Compensated Employees that would satisfy the test.  For all
Highly Compensated Employees whose individual actual deferral percentage exceeds
such maximum percentage, the Administrator shall calculate excess Deferral
Contributions by subtracting the product of such maximum percentage and the
Highly Compensated Employee’s Compensation from the Highly Compensated
Employee’s actual Deferral Contributions for the Plan Year.  The total
of all such excess Deferral Contribution amounts for the Plan Year shall
constitute the “excess contributions” under the Plan for the Plan
Year.  The Administrator shall direct the Trustee to distribute such
“excess contributions” (adjusted for Trust Fund earnings and losses in the
manner described in subsection ‎4.4.3),
to the extent administratively feasible, on or before March 15th of the
following Plan Year and in no event later than the end of the following Plan
Year, in accordance with the following leveling method:

    


    (a)              The
Administrator shall reduce the Deferral Contributions for the Highly Compensated
Employee with the largest dollar amount of Deferral Contributions by the amount
equal to the lesser of the total “excess contributions” for all Highly
Compensated Employees or the dollar amount that would cause his Deferral
Contribution dollar amount to equal that of the Highly Compensated Employee with
the next largest Deferral Contribution dollar amount for the Plan
Year.  The Administrator shall then reduce equally the Deferral
Contributions for the two Highly Compensated Employees with the largest Deferral
Contribution dollar amounts, and then reduce equally for the three Highly
Compensated Employees with the largest Deferral Contribution dollar amounts, and
so forth, until the sum of all such reductions equals the “excess contributions”
for the Plan Year.

    


    (b)              The
Administrator shall thereupon direct the Trustee to refund the amounts by which
Deferral Contributions are reduced under subparagraph (a) above (less any amount
of such Deferral Contributions refunded under subsection ‎3.2.2)
to the respective Highly Compensated Employees.  The refunds shall
first be made from Deferral Contributions not subject to Matching Contributions
under Section 3.4.  Any Matching Contributions shall be forfeited and
applied to reduce any subsequent Employer Contribution.

    


    
      	
               
      

            	
              10.6.6.

            	
              Qualified
      Non-Elective Contributions.

            


    

     

    Notwithstanding
the foregoing, within 12 months after the end of the Plan Year, an Employer may
make a special Qualified Non-Elective Contribution on behalf of a class of
Participants designated by the Employer in an amount sufficient to satisfy the
actual deferral percentage test set forth in subsection ‎10.6.1.

    


    
      
        
           


        

        
          -38-

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                               
      

                            	
                              10.7.

                            	
                              Excess
      Matching Contributions Under Code section
  401(m).

                            


                    

                     

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              10.7.1.

            	
              Actual
      Contribution Percentage Test - Prior Year Testing
  Method.

            


    

     

    Notwithstanding the provisions of
Article 3, for any Plan Year,

    


    (a)              the
actual contribution percentage (as defined in subsection ‎10.7.3)
for the group of eligible Highly Compensated Employees for the Plan Year shall
not exceed the actual contribution percentage for the group comprised of all
other eligible Employees for the preceding Plan Year multiplied by 1.25,
or

    


    (b)              the
excess of the actual contribution percentage for the group of eligible Highly
Compensated Employees for the Plan Year over the actual contribution percentage
for the group comprised of all other eligible Employees for the preceding Plan
Year shall not exceed 2 percentage points; and the actual contribution
percentage for the group of eligible Highly Compensated Employees for the Plan
Year shall not exceed the actual contribution percentage for the group comprised
of all other eligible Employees for the preceding Plan Year multiplied by
2.

    


    
      	
               
      

            	
              10.7.2.

            	
              Aggregation
      and Disaggregation of Plans.

            


    

     

    If the Plan benefits Employees who are
covered by a collective bargaining agreement, the portion of the Plan covering
such union Employees will be treated as a separate plan (or multiple plans for
various union groups as determined by the Administrator) for the purposes of
subsection ‎10.7.1.

    


    
      	
               
      

            	
              10.7.3.

            	
              Definition
      of Actual Contribution Percentage.

            


    

     

    For the
purposes of this Section, the contribution percentage for a specified group of
eligible Employees for a Plan Year shall be the average of the ratios
(calculated separately for each eligible Employee in such group) of (i) 
the sum of the After Tax Contributions and the Matching Contributions paid under
the Plan by or on behalf of each such eligible Employee for such Plan Year to
(ii) the eligible Employee’s Compensation for such Plan
Year.  The contribution percentage of an eligible Employee who makes
no Deferral or After Tax Contribution during the Plan Year shall be taken into
account and shall be zero.

    


    For
purposes of determining whether the Plan satisfies the actual contribution
percentage test of Code section 401(m), the requirements of section 401(m) of
the Code and the Treasury Regulations thereunder (in particular concerning the
aggregation of plans), are incorporated herein by this reference.

    


    
      	
               
      

            	
              10.7.4.

            	
              Treatment
      of Excess Aggregate Contributions.

            


    

     

    If the contribution percentage test of
subsection ‎10.7.1
is not satisfied based upon the After Tax and Matching Contributions made for
the Plan Year, the Administrator shall determine the maximum contribution
percentage for Highly Compensated Employees that would satisfy the
test.  For any Highly Compensated Employee whose individual
contribution percentage exceeds such maximum percentage, the Administrator shall
calculate excess After

    


    
      
        
           


        

        
          -39-

          
            

          

        

        
           


        

      

    

    


    Tax and
Matching Contributions by subtracting the product of such maximum percentage and
the Highly Compensated Employee’s Compensation from the After Tax and Matching
Contributions allocated to the Highly Compensated Employee’s Account for the
Plan Year.  The total of all such excess Matching Contribution amounts
for the Plan Year shall constitute the “excess aggregate contributions” under
the Plan for the Plan Year.  The Administrator shall direct the
Trustee to distribute such “excess aggregate contributions” (adjusted for Trust
Fund earnings and losses in the manner described in subsection ‎4.4.3),
to the extent administratively feasible on or before March 15th of the following
Plan Year (and in no event later than the end of the Plan Year), in accordance
with the following leveling method:

    


    (a)              The
Administrator shall reduce the After Tax Contributions for the Highly
Compensated Employee with the largest dollar amount of After Tax Contributions
by the amount equal to the lesser of the total “excess aggregate contributions”
for all Highly Compensated Employees or the dollar amount that would cause his
After Tax Contribution dollar amount to equal that of the Highly Compensated
Employee with the next largest After Tax Contribution dollar amount for the Plan
Year.  The Administrator shall then reduce equally the After Tax
Contributions for the two Highly Compensated Employees with the largest After
Tax Contribution dollar amounts, and then reduce equally for the three Highly
Compensated Employees with the largest After Tax Contribution dollar amounts,
and so forth, until the sum of all such reductions equals the “excess aggregate
contributions” for the Plan Year.

    


    (b)              The
Administrator shall thereupon direct the Trustee to distribute the amounts by
which After Tax Contributions are reduced under subparagraph (a) above to the
respective Highly Compensated Employees.

    


    (c)              To
the extent the process described in subsection 10.7.4(a) is not sufficient to
fully correct the “excess aggregation contributions” for the Plan Year, the same
process will be used to reduce Matching Contributions for Highly Compensated
Employees.

    


    
      	
               
      

            	
              10.7.5.

            	
              Order
      of Determinations.

            


    

     

    The
determination of excess aggregate contributions under this Section shall be
made after (i) first determining the excess deferrals under
Section ‎3.2
and (ii) then determining the excess contributions under Section ‎10.6.

    


    
      	
               
      

            	
              10.7.6.

            	
              Qualified
      Matching Contribution.

            


    

     

    Notwithstanding
the foregoing, within 12 months after the end of the Plan Year, an Employer may
make a special Qualified Matching Contribution on behalf of a class of
Participants designated by the Employer in an amount sufficient to satisfy the
Actual Contribution Percentage test set forth in subsection ‎10.7.1.

    
      
         

        
          
            
              
                
                  
                    
                      	
                               
      

                            	
                              10.8.

                            	
                              Limitation
      on Multiple Use.

                            


                    

                     

                  

                

              

            

          

        

      

    

    In order
to prevent the multiple use of the alternative limitation described in
subsections ‎10.6.1(b)
and ‎10.7.1(b)
above, any Highly Compensated Employee eligible (i) to make Deferral
Contributions pursuant to Section ‎3.1
of this Plan (or to make elective deferrals under any other

    


    
      
        
           


        

        
          -40-

          
            

          

        

        
           


        

      

    

     

    cash or
deferred arrangement maintained by an Employer or a Controlled Group Member),
(ii) to make After Tax Contributions pursuant to Section 3.3 (or to make
employee contributions under any other plan maintained by an Employer or a
Controlled Group Member) and (iii) to receive Matching Contributions under
this Plan (or to receive matching contributions or make employee contributions
under any other plan maintained by an Employer or a Controlled Group Member)
shall have his Deferral Contributions, After Tax Contributions or Matching
Contributions, as appropriate, reduced pursuant to section 1.401(m)-2 of the
Treasury Regulations, the provisions of which are incorporated herein by
reference.  Any Deferral Contributions to be reduced under this
subsection shall be distributed in the manner specified under subsection ‎10.6.5.  After
Tax and Matching Contributions to be reduced hereunder shall be distributed in
the manner specified under subsection ‎10.7.4.

    
      
         

        
          
            
              
                
                  
                    
                      	
                               
      

                            	
                              10.9.

                            	
                              1998
      Plan Year Testing.

                            


                    

                     

                  

                

              

            

          

        

      

    

    Notwithstanding
the provisions of subsections 10.6.1 and 10.7.1 of the Plan, for the 1998 Plan
Year only, the Actual Deferral Percentage Test and the Actual Contribution
Percentage Test will be performed using the Current Year Testing
Method.  Under the Current Year Testing Method, the tests in
subsections 10.6.1 and 10.7.1 will be applied after substituting the word
“current” in place of the word “preceding” wherever the word “preceding” is
found in said subsections 10.6.1 and 10.7.1.

     

    
      
        
           


        

        
          -41-

          
            

          

        

        
           


        

      

    

    


    11.           PLAN
LOANS

    
      
         

        
          
            
              
                
                  
                    
                      	
                               
      

                            	
                              11.1.

                            	
                              Authorization.

                            


                    

                     

                  

                

              

            

          

        

      

    

    The
Administrator is authorized to administer the loan program, and to adopt from
time to time such forms and procedures as it considers necessary or appropriate
to administer the loan program. The Administrator may appoint an agent to
administer the loan program in accordance with the Administrator’s prescribed
forms and procedures.

    
      
         

        
          
            
              
                
                  
                    
                      	
                               
      

                            	
                              11.2.

                            	
                              Conditions
      and Limitations.

                            


                    

                     

                  

                

              

            

          

        

      

    

    Plan
loans made to Participants will be made on a reasonably equivalent basis. Plan
Loans may be subject to conditions and limitations adopted by the Administrator
that are not inconsistent with the Plan and those conditions and limitations
within this Section ‎11.2.

    


    
      	
               
      

            	
              11.2.1.

            	
              Eligibility

            


    

     

    Employees,
and other Participants who are “parties in interest” within the meaning of ERISA
section 3(14), who have an Account balance, may apply for loans. A Participant
may have only one outstanding loan at any one time.

    


    
      	
               
      

            	
              11.2.2.

            	
              Maximum
      Principal Amount

            


    

     

    The
maximum principal amount of any loan is the lesser of (i) fifty percent (50%) of
the balance of the Participant’s Account, determined on the day of the loan,
minus the balance of all other loans from all other qualified plans of the
Employer, outstanding on that date, or (ii) $50,000, minus the highest
outstanding principal balance of loans from the Plan, and from all other
qualified plans of the Employer, to the Participant during the period of one
year ending on the day preceding the origination of the loan being
requested.

    


    Amounts
held in a Self-Directed Brokerage Fund, if any, will be included in the
calculation of the maximum principal amount available for a loan but may not be
used as a source for a loan.  Therefore, if a Participant has amounts
in a Self-Directed Brokerage Fund, the maximum that that Participant may borrow
is the lesser of the maximum available amount calculated according to the
formula described above or the Participant’s Account balance minus the portion
held in the Participant’s Self-Directed Brokerage Fund.

    


    
      	
               
      

            	
              11.2.3.

            	
              Minimum
      Principal Amount

            


    

     

    The
minimum principal amount of any loan is $1000.

    


    
      	
               
      

            	
              11.2.4.

            	
              Duration

            


    

     

    The
repayment period of any general-purpose loan will be no more than five (5)
years.  The repayment period of any primary residence loan will be no
more than ten (10) years.

     

    
      
        
           


        

        
          -42-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                11.2.5.

              	
                Repayment
      Method

              


      

       

      A loan
will generally be repaid in substantially equal installments by payroll
deduction from each paycheck. If the Participant is not an active Employee or if
the amount of the Participant’s paycheck is insufficient to make any
repayment when due, the Participant must make scheduled payments directly to the
Trustee at the address provided by the Administrator.

    

    


    
      	
               
      

            	
              11.2.6.

            	
              Timing
      of Repayment

            


    

     

    Repayment
will begin with the first payroll as soon as administratively practicable
following the loan issuance.

    


    If a
Participant is granted an authorized unpaid leave of absence as determined by
the Administrator, the Participant’s loan payments will be suspended for a
period of up to one year upon request. When the Participant returns to active
employment with the Employer, payments will resume through payroll deduction.
The amount of each periodic payment will be adjusted, so that the unpaid balance
will continue to be paid in equal installments in amounts sufficient to retire
the entire loan indebtedness (principal and interest) by the original maturity
date of the loan.

    


    
      	
               
      

            	
              11.2.7.

            	
              Plan
      Accounting

            


    

     

    The
distribution of the proceeds of a loan will be charged solely against the
Participant’s Account, and against the various investments within that Account
(excluding a Self-Directed Brokerage Fund) on a pro rata basis. All repayments
of principal and interest will be credited solely to the Participant’s Account
and invested in accordance with the Participant’s then-current election option
for new contributions (excluding elections to invest in any Self-Directed
Brokerage Fund) as determined in Section ‎5.2.
The unpaid principal balance of a loan will be reflected as a receivable for the
Participant’s Account.  The Participant will be required to pay the
administrative expenses incurred by the Trustee and the Administrator in
connection with a loan, and any such expenses not paid directly by the
Participant will be charged against the Participant’s Account.

    


    
      	
               
      

            	
              11.2.8.

            	
              Interest
      Rate

            


    

     

    The rate
of interest charged will be a reasonable rate that provides the plan with a
return commensurate with the interest rate charged by persons in the business of
lending money for loans which would be made under similar circumstances. The
rate will be determined in a manner prescribed in the Administrator’s loan
procedures as adopted from time to time. The interest rate so determined will
remain fixed throughout the duration of the loan.

    


    
      	
               
      

            	
              11.2.9.

            	
              Security

            


    

     

    Each loan
will be secured by the assignment of up to fifty percent (50%) of the
Participant’s Account balance.  No other security will be required or
accepted.
 

    
      
        
           


        

        
          -43-

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                 
      

                              	
                                11.3.

                              	
                                Loan
      Default.

                              


                      

                       

                    

                  

                

              

            

          

        

      

      Other
than for payments suspended during an authorized unpaid leave of absence, if a
Participant fails to make an installment payment on a loan when due, and this
failure continues for thirty (30) days, the loan will be treated as in default.
The Administrator will give the Participant written notice of the right
to cure the default by making up missed payments or repaying the loan in
full.  If a failure to make an installment repayment is not cured by
ninety (90) days from the date of the first missed payment, the Default will be
final. The Plan is authorized to offset the entire outstanding amount of the
loan against the Participant’s Account at the time the Participant is eligible
for a distribution from the Plan.  If a Participant experiences a
default as described in this paragraph, that Participant will be ineligible for
any future loans from the Plan.

    

     

    If a
distribution is required to be made under a QDRO affecting a Participant’s
Account, and the distribution would exceed the amount of that Participant’s
interest in the Plan, less the outstanding loan balance, then the loan will be
deemed to be in default and will be immediately payable.  The
Participant will have ninety (90) days to cure this default. Failure to do so
will result in the consequences outlined above, including ineligibility for any
future loans from the Plan.

     

    
    

    
      
        
          
            
              
                
                  
                    
                      	
                               
      

                            	
                              11.4.

                            	
                              Termination
      of Employment.

                            


                    

                     

                  

                

              

            

          

        

      

    

    A
Participant will have ninety (90) days from termination of employment to repay a
loan in full (unless the Participant continues to be a “party in interest”
within the meaning of ERISA section 3(14), in which case the Participant must
continue to make scheduled payments directly to the Trustee when due). If the
Participant is required to and does not repay a loan within ninety (90) days of
termination, the unpaid loan balance will be treated as a distribution paid
directly to the Participant. If a Participant takes a distribution of the
Participant’s Account balance before repaying the Participant’s loan, the
distribution will consist first of the unpaid loan balance and then of any
remaining cash balance in the Participant’s Account. For any amounts actually
distributed in cash the Participant will continue to have the ability to request
a distribution in the form of IDACORP, Inc. stock.

     

    
      
      

      
        
          
            
              
                
                  
                    
                      
                        	
                                 
      

                              	
                                11.5.

                              	
                                Procedure
      for Applying for and Accepting
Loans.

                              


                      

                       

                    

                  

                

              

            

          

        

      

    

    The
Administrator will establish procedures for applying for and accepting loans,
which will create a legally enforceable agreement between the Participant and
the Plan. At a minimum, by agreeing to the terms of the loan, a Participant will
make an irrevocable agreement to repay the loan through payroll deduction
(provided the Participant is an active Employee at that time), and will assign
and grant to the Plan a security interest of up to fifty percent (50%) of the
balance of the Participant’s Account.

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    
      
      

    

    
      
        
        

        
          
            
              
                
                  
                    
                      
                        
                          	
                                   
      

                                	
                                  11.6.

                                	
                                  Approval
      or
Denial.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    The
Administrator will approve or deny loans based solely on the basis of this
Article ‎11.
There shall be no discretion to grant or deny a loan request. Denials shall be
processed under the claims procedure rules of the Plan listed in Section ‎9.8.

    
      
      

    

     

    
      
        
          
          

          
            
              
                
                  
                    
                      
                        
                          
                            	
                                     
      

                                  	
                                    11.7.

                                  	
                                    Repayment
      in Full.

                                  


                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    The
entire balance of the loan may be repaid at any time without penalty or service
fee by certified check made payable to the Trustee, and sent to the address
provided by the Administrator.

    
      
         

        
          
          

          
            
              
                
                  
                    
                      
                        
                          
                            	
                                     
      

                                  	
                                    11.8.

                                  	
                                    Tax
      Reporting.

                                  


                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    To the
extent required by section 72(p) of the Code, the Trustee shall report, from
time to time, distributions of income in connection with loans made under this
Plan. The operation of those tax rules is entirely independent of the rules of
the Plan.

    


    
      
      

    

    
      
        
          
          

          
            
              
                
                  
                    
                      
                        
                          
                            	
                                     
      

                                  	
                                    11.9.

                                  	
                                    Truth
      in Lending.

                                  


                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    This Plan
shall make all disclosures required under federal truth-in-lending regulations
(Regulation Z issued by the Board of Governors of the Federal Reserve
System).

    


    
      
        
           


        

        
          -45-

          
            

          

        

        
           


        

      

    

     

    12.           RESTRICTIONS
ON DISTRIBUTIONS TO PARTICIPANTS AND BENEFICIARIES

    
      


      
        
        

      

      
        
          
            
            

            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                       
      

                                    	
                                      12.1.

                                    	
                                      Priority
      over Other Distribution Provisions.

                                    


                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The
provisions set forth in this Article supersede any conflicting provisions of
this Plan.

    
      
        


        
          
          

        

        
          
            
              
              

              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                         
      

                                      	
                                        12.2.

                                      	
                                        Restrictions
      on Distributions Prior to a Separation from
  Service.

                                      


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

               When
an Employer that is a corporation ceases to be a Controlled Group Member, its
employees who are Participants do not thereby terminate their employment with
such Employer, so they generally are not entitled to a distribution of their
Accounts until they do terminate their employment (unless they are entitled to a
distribution under Section 7.8, 7.9 or 7.10, or because of Disability or
death).

    


    Even if a Participant does terminate
employment with the Controlled Group, no distribution may be made of his
Deferral Contributions Account until he separates from service within the
meaning of Code section 401(k)(a), unless he is entitled to a distribution under
Section 7.8, 7.9 or 7.10, or because of Disability or death, unless the
following sentence applies.  In the event of a sale by an Employer
which is a corporation of:  (1) substantially all of the
Employer’s assets used in a trade or business to an unrelated corporation, or
(2) a sale of such Employer’s interest in a subsidiary to an unrelated
entity or individual, lump sum distributions shall be permitted from the Plan,
except as provided below, with respect to Employees who continue employment with
the corporation acquiring such assets or who continue employment with such
subsidiary, as applicable.  Notwithstanding, distributions shall not
be permitted if the purchaser agrees, in connection with the sale, to be
substituted as the Company as the sponsor of the Plan or to accept a transfer in
a transaction subject to Code section 414(l)(1) of the assets and liabilities
representing the Participants’ benefits into a plan of the purchaser or a plan
to be established by the purchaser.

    
      
        


        
          
          

        

        
          
            
              
              

              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                         
      

                                      	
                                        12.3.

                                      	
                                        Restrictions
      on Commencement of Distributions.

                                      


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Unless a
Participant elects otherwise, distribution of the Participant’s interest in his
Accounts will begin no later than the 60th day after the close of the Plan Year
in which occurs the latest of (i) the date on which the Participant attains
age 65, (ii) the tenth anniversary of the Plan Year in which the
Participant began participation in the Plan and (iii) the Participant’s
termination of employment.

     

    
      
        
          
          

        

        
          
            
              
              

              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                         
      

                                      	
                                        12.4.

                                      	
                                        Restrictions
      on Delay of Distributions.

                                      


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Distribution
of a Participant’s Account balance will commence not later than April 1 of the
calendar year following the later of (1) the calendar year in which he attains
age 70-1/2, or (2) termination of employment with the Controlled
Group.  Such Account will be distributed in a single lump-sum, unless
the Participant is eligible to and elects to make partial withdrawals. If the
Participant elects partial withdrawals, and the entire Account balance has not
been distributed by the foregoing date, and if the partial withdrawals in each
year do not equal the required mandatory minimum distribution under Code section
401(a)(9) and applicable regulations, then

    


    
      
        
           


        

        
          -46-

          
            

          

        

        
           


        

      

    

     

    the
Administrator will direct the Trustee to make such additional distributions as
are necessary to satisfy the mandatory minimum distribution requirements of the
Code.

    


    
      	
               
      

            	
              12.4.1.

            	
              Limitation
      to Assure Benefits Payable to Beneficiaries are
  Incidental.

            


    

     

    Any payments to a Beneficiary must
conform to the “incidental benefit” rules of Code section 401(a)(9)(G) and
any regulations promulgated thereunder.

    


    
      	
               
      

            	
              12.4.2.

            	
              Restrictions
      Upon Death.

            


    

     

    Upon the
death of a Participant prior to the date identified in Section 12.4, survived by
a Beneficiary who is not a surviving Spouse, the entire Account balance of the
Participant shall be distributed to the Beneficiary within five years of the
death of the Participant.  Prior to the end of the five year period
and if the Beneficiary is otherwise eligible, the Beneficiary may elect to make
partial withdrawals under the terms of Article 7, provided the entire Account
balance is distributed prior to the end of the five year period.

    


    Upon the death of a Participant prior
to the date identified in Section 12.4, survived by a Beneficiary who is a
surviving Spouse, distributions of the Account balance must commence on or
before the later of  (1) December 31 of the calendar year following
the calendar year in which the Participant died, or (2) December 31 of the
calendar year in which the Participant would have attained age
70-1/2.  If the surviving Spouse is otherwise eligible, the surviving
Spouse may elect to make partial withdrawals under the terms of Article 7,
provided that after the date by which distributions must commence as provided in
this paragraph, if partial withdrawals are less than the minimum mandatory
distributions required under Code section 401(a)(9) and applicable regulations,
then the Administrator will direct the Trustee to make such additional
distributions as necessary to satisfy the mandatory minimum distribution
requirements of the Code.

    


    Upon the death of a Participant with an
Account balance on or after the date identified in Section 12.4, distribution of
the Participant’s Account balance to his Beneficiary must proceed at least as
rapidly as it would have been distributed had the Participant
survived.  If the Beneficiary is eligible for and makes partial
withdrawals that are less than the minimum mandatory distributions required
under Code section 401(a)(9) and applicable regulations, then the Administrator
will direct the Trustee to make such additional distributions as are necessary
to satisfy the mandatory minimum distribution requirements of the
Code.

    


    
      	
               
      

            	
              12.4.3.

            	
              Compliance
      with Regulations.

            


    

     

    Distributions under the Plan to
Participants or Beneficiaries shall be made in accordance with Code
section 401(a)(9) and Treasury Regulations issued thereunder, which are
incorporated into the Plan by this reference and Participants and Beneficiaries
shall have all available elections permitted by such regulation, provided,
however, that such provisions shall override the other distribution provisions
of the Plan only to the extent that they are inconsistent with any such other
Plan provisions.

    


    
      
        
           


        

        
          -47-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                12.4.4.

              	
                Delayed
      Payments.

              


      

       

    

    If the amount of a distribution
required to begin on a date determined under the applicable provisions of the
Plan cannot be ascertained by such date, or if it is not possible to make such
payment on such date because the Administrator has been unable to locate a
Participant or Beneficiary after making reasonable efforts to do so, a payment
retroactive to such date may be made no later than 60 days after the earliest
date on which the amount of such payment can be ascertained or the date on which
the Participant or Beneficiary is located (whichever is
applicable).

    


    
      	
               
      

            	
              12.4.5.

            	
              5%
      Owners.

            


    

     

    Notwithstanding
the foregoing, a five-percent owner Participant, must commence to receive his
Account balance not later than April 1 of the calendar year following the
calendar year in which attains age 70-1/2.  A Participant is treated
as a five-percent owner for purposes of this subsection if the Participant is a
five-percent owner as defined in Code section 416(i) (determined according to
section 416 but without regard to whether the Plan is top-heavy) at any time
during the Plan Year ending in the calendar year in which the owner attains age
70-1/2.

     

    
      
        
          
            
            

          

          
            
              
                
                

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                           
      

                                        	
                                          12.5.

                                        	
                                          Restrictions
      in Connection with QDRO.

                                        


                                

                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    No
distribution (including but not limited to hardship distributions, rollovers,
transfers to other plans, and loans) may be made to a Participant during the
period in which the Administrator is making a determination of whether a
domestic relations order affecting the Participant’s Accounts is a
QDRO.  Furthermore, if the Administrator has received a written
document indicating that a QDRO affecting a Participant’s Accounts is being
sought, it may prohibit such Participant from commencing to receive a
distribution (or from taking a loan) until the Administrator has determined that
such distribution would not be inconsistent with any such order or that no such
order will be submitted.  If the Administrator is in receipt of a QDRO
with respect to any Participant’s benefits, it may prohibit such Participant
from receiving a distribution until the Alternate Payee’s rights under such
order are satisfied.

    


    
      
        
           


        

        
          -48-

          
            

          

        

        
           


        

      

    

    


    13.           TOP-HEAVY
PROVISIONS

    
       

      
        
          
            
              
              

            

            
              
                
                  
                  

                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                             
      

                                          	
                                            13.1.

                                          	
                                            Priority
      over Other Plan Provisions.

                                          


                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    If the
Plan is or becomes a Top-Heavy Plan in any Plan Year, the provisions of this
Article will supersede any conflicting provisions of the
Plan.  However, the provisions of this Article will not operate to
increase the rights or benefits of Participants under the Plan except to the
extent required by Code section 416 and other provisions of law applicable
to Top-Heavy Plans.

    


    
      
      

    

    
      
        
          
            
              
                
                

              

              
                
                  
                    
                    

                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                               
      

                                            	
                                              13.2.

                                            	
                                              Definitions
      Used in this Article.

                                            


                                    

                                     

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The
following words and phrases will have the meanings set forth below for purposes
of this Article only.

    


    
      	
               
      

            	
              13.2.1.

            	
              “Defined
      Benefit Dollar Limitation”

            


    

     

    “Defined
Benefit Dollar Limitation” means $90,000 (or such larger amount as is determined
by the Secretary of the Treasury in accordance with Code section
415(d)(1)).

    


    
      	
               
      

            	
              13.2.2.

            	
              “Defined
      Benefit Plan”

            


    

     

    “Defined
Benefit Plan” means the Qualified Plan described in subsection ‎10.2.3.

    


    
      	
               
      

            	
              13.2.3.

            	
              “Defined
      Contribution Dollar Limitation”

            


    

     

    “Defined Contribution Dollar
Limitation” means $30,000 (or such larger amount as is determined by the
Secretary of Treasury in accordance with Code section 415(d)(1)).

    


    
      	
               
      

            	
              13.2.4.

            	
              “Defined
      Contribution Plan”

            


    

     

    “Defined Contribution Plan” means the
Qualified Plan described in subsection ‎10.2.4.

    


    
      	
               
      

            	
              13.2.5.

            	
              “Determination
      Date”

            


    

     

    “Determination Date” means for the
first Plan Year of the Plan the last day of the Plan Year and for any subsequent
Plan Year the last day of the preceding Plan Year.

    


    
      	
               
      

            	
              13.2.6.

            	
              “Determination
      Period”

            


    

     

    “Determination Period” means the Plan
Year containing the Determination Date and the four preceding Plan
Years.

    


    
      	
               
      

            	
              13.2.7.

            	
              “Includable
      Compensation”

            


    

     

    “Includable Compensation” means the
compensation described in subsection ‎10.2.7,
limited as set forth in subsection ‎1.10.1.

    


    
      
        
           


        

        
          -49-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                13.2.8.

              	
                “Key
      Employee”

              


      

       

    

    “Key Employee” means any Employee or
former Employee (and the Beneficiary of a deceased Employee) who at any time
during the Determination Period was (i) an officer of a Controlled Group
Member, if such individual’s Includable Compensation exceeds 50% of the Defined
Benefit Dollar Limitation, (ii) an owner (or considered an owner under Code
section 318) of one of the ten largest interests in a Controlled Group
Member, if such individual’s Includable Compensation exceeds the Defined
Contribution Dollar Limitation, (iii) a 5% owner of a Controlled Group
Member or (iv) a 1% owner of a Controlled Group Member who has annual
Includable Compensation of more than $150,000.  The determination of
who is a Key Employee will be made in accordance with Code
section 416(i).

    


    
      	
               
      

            	
              13.2.9.

            	
              “Minimum
      Allocation”

            


    

     

    “Minimum Allocation” means the
allocation described in the first sentence of subsection ‎13.3.1.

    


    
      	
               
      

            	
              13.2.10.

            	
              “Permissive
      Aggregation Group”

            


    

     

    “Permissive Aggregation Group” means
the Required Aggregation Group of Qualified Plans plus any other Qualified Plan
or Qualified Plans of a Controlled Group Member which, when considered as a
group with the Required Aggregation Group, would continue to satisfy the
requirements of Code sections 401(a)(4) and 410.

    


    
      	
               
      

            	
              13.2.11.

            	
              “Present
      Value”

            


    

     

    “Present Value” means present value
based only on the interest and mortality rates specified in a Defined Benefit
Plan.

    


    
      	
               
      

            	
              13.2.12.

            	
              “Required
      Aggregation Group”

            


    

     

    “Required Aggregation Group” means the
group of plans consisting of (i) each Qualified Plan of a Controlled Group
Member in which at least one Key Employee participates or participated at any
time during the Determination Period (regardless of whether the Qualified Plan
has terminated) and (ii) any other Qualified Plan of a Controlled Group
Member which enables a Qualified Plan to meet the requirements of Code
sections 401(a)(4) or 410.

    


    
      	
               
      

            	
              13.2.13.

            	
              “Top-Heavy
      Plan”

            


    

     

    “Top-Heavy Plan” means the Plan for any
Plan Year in which any of the following conditions exists: (i) if the
Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not a part of any
Required Aggregation Group or Permissive Aggregation Group of Qualified Plans;
(ii) if the Plan is a part of a Required Aggregation Group but not part of
a Permissive Aggregation Group of Qualified Plans and the Top-Heavy Ratio for
the Required Aggregation Group exceeds 60%; or (iii) if the Plan is a part
of a Required Aggregation Group and part of a Permissive Aggregation Group of
Qualified Plans and the Top-Heavy Ratio for the Permissive Aggregation Group
exceeds 60%.

    


    
      
        
           


        

        
          -50-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                 
      

              	
                13.2.14.

              	
                “Top-Heavy
      Ratio”

              


      

       

    

    “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 five-year
period ending on the Determination Date), 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 in the
five-year period ending on the Determination Date) of all Employees with respect
to such Qualified Plans as of the Determination Date.  The value of
account balances and the Present Value of accrued benefits will be determined as
of the most recent Top-Heavy Valuation Date that falls within or ends with the
12-month period ending on the Determination Date, except as provided in Code
section 416 for the first and second Plan Years of a Defined Benefit
Plan.  The account balances and accrued benefits of a participant who
is not a Key Employee but who was a Key Employee in a prior year will be
disregarded.  The calculation of the Top-Heavy Ratio, and the extent
to which distributions, rollovers, transfers and contributions unpaid as of the
Determination Date are taken into account will be made in accordance with Code
section 416.  Employee contributions described in Code
section 219(e)(2) will not be taken into account for purposes of computing
the Top-Heavy Ratio.  When aggregating plans, the value of account
balances and accrued benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year.  The
accrued benefit of any Employee other than a Key Employee will be determined
under the method, if any, that uniformly applies for accrual purposes under all
Qualified Plans maintained by all Controlled Group Members and included in a
Required Aggregation Group or a Permissive Aggregation Group or, if there is no
such method, as if the benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional accrual rate of Code
section 411(b)(1)(C).  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 five-year period
ending on the Determination Date will not be taken into account for purposes of
this subsection.

    


    
      	
               
      

            	
              13.2.15.

            	
              “Top-Heavy
      Valuation Date”

            


    

     

    “Top-Heavy Valuation Date” means the
last day of each Plan Year.

    
      


      
        
        

      

      
        
          
            
              
                
                  
                  

                

                
                  
                    
                      
                      

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                 
      

                                              	
                                                13.3.

                                              	
                                                Minimum
      Allocation.

                                              


                                      

                                       

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
      

    

    
      	
               
      

            	
              13.3.1.

            	
              Calculation
      of Minimum Allocation.

            


    

     

    For any Plan Year in which the Plan is
a Top-Heavy Plan, each Participant who is not a Key Employee will receive an
allocation of Employer contributions and forfeitures of not less than the lesser
of 3% of his Includable Compensation for such Plan Year or, if the Controlled
Group Members maintain no Defined Benefit Plan which covers a Participant in
this Plan, the percentage of Includable Compensation that equals the largest
percentage of Employer contributions and forfeitures allocated to a Key Employee
expressed as a percentage of the first $160,000 (or such other amount as is
determined by the Secretary under Code section 401(a)(17) to be in effect
for that year) of Includable Compensation received by such Key Employee in that
Plan Year.  The Minimum Allocation applies even though under other
Plan provisions the

    


    
      
        
           


        

        
          -51-

          
            

          

        

        
           


        

      

    

    


    Participant
would not otherwise be entitled to receive an allocation, or would have received
a lesser allocation for the Plan Year because (i) the non-Key Employee
fails to make mandatory contributions to the Plan, (ii) the non-Key
Employee’s Compensation is less than a stated amount or (iii) the non-Key
Employee fails to complete 3 months of service in the Plan Year.

    


    
      	
               
      

            	
              13.3.2.

            	
              Limitation
      on Minimum Allocation.

            


    

     

    No Minimum Allocation will be provided
pursuant to subsection ‎13.3.1
to a Participant who is not employed by a Controlled Group Member on the last
day of the Plan Year.

    


    
      	
               
      

            	
              13.3.3.

            	
              Minimum
      Allocation When Participant is Covered by Another Qualified
      Plan.

            


    

     

    If a Controlled Group Member maintains
one or more other Defined Contribution Plans covering Employees who are
Participants in this Plan, the Minimum Allocation will be provided under this
Plan, unless such other Defined Contribution Plans make explicit reference to
this Plan and provide that the Minimum Allocation will not be provided under
this Plan, in which case the provisions of subsection ‎13.3.1
will not apply to any Participant covered under such other Defined Contribution
Plans.  If a Controlled Group Member maintains one or more Defined
Benefit Plans covering Employees who are Participants in this Plan, and such
Defined Benefit Plans provide that Employees who are participants therein will
accrue the minimum benefit applicable to top-heavy Defined Benefit Plans
notwithstanding their participation in this Plan (making explicit reference to
this Plan), then the provisions of subsection ‎13.3.1
will not apply to any Participant covered under such Defined Benefit
Plans.  If a Controlled Group Member maintains one or more Defined
Benefit Plans covering Employees who are Participants in this Plan, and the
provisions of the preceding sentence do not apply, then each Participant who is
not a Key Employee and who is covered by such Defined Benefit Plans will receive
a Minimum Allocation determined by applying the provisions of
subsection ‎13.3.1
with the substitution of “5%” in each place that “3%” occurs
therein.

     

    
      
        
          
          

        

        
          
            
              
                
                  
                    
                    

                  

                  
                    
                      
                        
                        

                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                   
      

                                                	
                                                  13.4.

                                                	
                                                  Modification
      of Aggregate Benefit Limit.

                                                


                                        

                                         

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              13.4.1.

            	
              Modification.

            


    

     

    Subject to the provisions of
subsection ‎13.4.2,
in any Plan Year in which the Top-Heavy Ratio exceeds 60%, the aggregate benefit
limit described in Article 10 will be modified by substituting “100%” for “125%”
in subsections 10.2.3 and 10.2.4.

    


    
      	
               
      

            	
              13.4.2.

            	
              Exception.

            


    

     

    The modification of the aggregate
benefit limit described in subsection ‎13.4.1
will not be required if the Top-Heavy Ratio does not exceed 90% and one of the
following conditions is met:  (i) Employees who are not Key
Employees do not participate in both a Defined Benefit Plan and a Defined
Contribution Plan which are in the Required Aggregation Group, and the Minimum
Allocation requirements of subsection ‎13.3.1
are met when such requirements are applied with the substitution of “4%” for
“3%”; (ii) the Minimum Allocation requirements of subsection ‎13.3.3
are met when such requirements are applied with the substitution of
“7 1/2%” for “5%”; or (iii) Employees who are not Key Employees accrue
a benefit for such Plan Year of

    


    
      
        
           


        

        
          -52-

          
            

          

        

        
           


        

      

    

    


    not less
than 3% of their average Includable Compensation for the five consecutive Plan
Years in which they had the highest Includable Compensation (not to exceed a
total such benefit of 30%), expressed as a life annuity commencing at the
Participant’s normal retirement age in a Defined Benefit Plan which is in the
Required Aggregation Group.


    


    
      
        
           


        

        
          -53-

          
            

          

        

        
           


        

      

    

    


    14.           PARTICIPATING
EMPLOYERS

     

    
      
        
          
            
            

          

          
            
              
                
                  
                    
                      
                      

                    

                    
                      
                        
                          
                          

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                     
      

                                                  	
                                                    14.1.

                                                  	
                                                    Adoption
      Procedure.

                                                  


                                          

                                           

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Notwithstanding anything herein to the
contrary, with the consent of the Company, any Controlled Group Member may adopt
this Plan and all of the provisions hereof, and participate herein and be known
as a Participating Employer.  As of October 1, 2000, following
are the Participating Employers:

    


    o           Idaho
Power Company

    o           Ida
West Energy Company

    o           Stellar
Dynamics (assets sold in 1999)

    o           Applied
Power Corporation

    o           IDACORP
Financial services, Inc. (formerly listed as Ida Corporation) 

      o           IDACORP
Services Company (formerly known as IDACORP Energy Solutions
Company)

    

    
      
      

    

    o           IDACORP
Energy Solutions, LP

    o           IPRC
(Idaho Power Resources Corporation)

    o           IDACOMM,
Inc.

    o           Rocky
Mountain Communications, Inc. (effective 1/1/2001)

     

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      14.2.

                                                    	
                                                      Single
      Plan Status; Maintenance of Assets and
Records.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    It is intended that the Plan constitute
a “single Plan” within the meaning of Treas. Reg.
section 1.414(l)-1(b)(1).  Accordingly, the Trustee may, but
shall not be required to, commingle, hold and invest as one Trust Fund all
contributions made by Employers, as well as all increments
thereon.  However, the assets of the Plan shall be available at all
times to pay benefits to all Participants and Beneficiaries under the Plan
without regard to the Employer who contributed such assets.

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      14.3.

                                                    	
                                                      Designation
      of Agent.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Each Participating Employer shall be
deemed to be a party to this Plan; provided, however, that with respect to all
of its relations with the Trustee and Administrator for the purpose of this Plan
and with respect to any amendment or termination of the Plan, each Participating
Employer shall be deemed to have designated irrevocably Idaho Power Company, as
its agent.  Unless the context of the Plan clearly indicates the
contrary, the word “Employer” shall be deemed to include each Participating
Employer as related to its adoption of the Plan.

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      14.4.

                                                    	
                                                      Employee
      Transfers.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    It is anticipated that an Employee may
be transferred between Participating Employers, and in the event of any such
transfer, the Employee involved shall carry with him his accumulated service and
eligibility.  No such transfer shall effect a termination of
employment hereunder, and the Participating Employer to which the Employee is
transferred shall thereupon become obligated hereunder with respect to such
Employee in the same manner as was the Participating Employer from whom the
Employee was transferred.

    


    
      
        
           


        

        
          -54-

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      14.5.

                                                    	
                                                      Discontinuance
      of Participation.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Any Participating Employer shall be
permitted to discontinue or revoke its participation in the Plan, but only with
the consent of the Company.  At the time of any such discontinuance or
revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Administrator.  The Administrator
shall thereafter direct the transfer of all Trust Fund assets allocable to the
Participants of such Participating Employer to such new Trustee as shall have
been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
“section 411(d)(6) protected benefits.”  If no successor is
designated, the Trustee shall retain such assets for the Employees of said
Participating Employer pursuant to the provisions of this Plan.  In no
such event shall any part of the corpus or income of the Trust as it relates to
such Participating Employer be used for or diverted to purposes other than for
the exclusive benefit of the Employees of such Participating
Employer.  A discontinuance or revocation of an Employer’s
participation in the Plan shall not, by itself, constitute a termination of
employment with the Controlled Group for any Employee of such
Employer.

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      14.6.

                                                    	
                                                      Administrator's
      Authority.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The Administrator shall have authority
to make any and all necessary rules or regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.


    


    
      
        
           


        

        
          -55-

          
            

          

        

        
           


        

      

    

    


    15.           AMENDMENT
OF THE PLAN

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      15.1.

                                                    	
                                                      Right
      of Company to Amend Plan.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The Company reserves the right to amend
the Plan in whole or in part at any time and from time to time to the extent it
may deem advisable or appropriate, provided that:  (i) no
amendment will increase the duties or liabilities of the Trustee without its
written consent; (ii) no amendment will cause a reversion of Plan assets to
the Employers not otherwise permitted under the Plan; (iii) no amendment
will have the effect of reducing the percentage of the vested and nonforfeitable
interest of any Participant in his Accounts nor will the vesting provisions of
the Plan be amended unless each Participant with at least three Years of Service
(including Years of Service disregarded pursuant to the reemployment provisions
herein) is permitted to elect to continue to have the prior vesting provisions
apply to him, within 60 days after the latest of the date on which the amendment
is adopted, the date on which the amendment is effective and the date on which
the Participant is issued written notice of the amendment; and (iv) no
amendment will be effective to the extent that it has the effect of decreasing a
Participant’s Account balance or eliminating an optional form of distribution as
it applies to an existing Account balance.

     

    
      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      15.2.

                                                    	
                                                      Amendment
      Procedure.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Any
amendment to the Plan will be evidenced in writing and made either by action of
the Board, or by the Company, acting in accordance with any procedure authorized
by the Board.  Upon execution of the instrument of amendment by an
officer of the Company, the Plan shall be deemed amended as of the effective
date specified in such instrument.  If no effective date is specified,
the effective date shall be the date of execution of such
instrument.  The effective date may be before, on or after the date of
execution and before, on or after the date of any action taken with respect to
such amendment.

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      15.3.

                                                    	
                                                      Effect
      on Employers.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Unless an amendment expressly provides
otherwise, all Employers will be bound by any amendment to the
Plan.


    


    
      
        
           


        

        
          -56-

          
            

          

        

        
           


        

      

    

    


    16.           TERMINATION,
PARTIAL TERMINATION AND COMPLETE DISCONTINUANCE OF CONTRIBUTIONS

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      16.1.

                                                    	
                                                      Continuance
      of Plan.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The Employers expect to continue the
Plan indefinitely, but they do not assume an individual or collective
contractual obligation to do so, and the right is reserved to the Company to
terminate the Plan or to completely discontinue contributions thereto at any
time.  In addition, subject to the remaining provisions of this
Article, any Employer at any time may discontinue its participation in the Plan
with respect to its Employees.

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      16.2.

                                                    	
                                                      Disposition
      of the Trust Fund.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    If the Plan is terminated, or if there
is a complete discontinuance of contributions to the Plan, the Administrator
will instruct the Trustee either (i) to continue to administer the Plan and
pay benefits in accordance with the Plan until the Trust Fund has been depleted
or (ii) to distribute the assets remaining in the Trust Fund.  If
the Trust Fund is to be distributed, the Administrator will make, after
deducting estimated expenses for termination of the Trust Fund and distribution
of its assets, the allocations required under the Plan as though the date of
completion of the Trust Fund termination were a Valuation Date.  The
Trustee will distribute to each Participant the amount credited to his Account
as of the date of completion of the Trust Fund termination.

     

    
      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      16.3.

                                                    	
                                                      Withdrawal
      by a Participating Employer.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    See Section 13.5 for requirements for
withdrawal by a Participating Employer.

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      16.4.

                                                    	
                                                      Procedure
      for Termination.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Any termination of the Plan shall be
evidenced in writing and made either by action of the Board, or by the Company,
acting in accordance with any procedure authorized by the Board.  Upon
execution of the instrument of termination by the Company, the Plan shall be
deemed terminated as of the effective date specified in such
instrument.  If no effective date is specified, the effective date
shall be the date of execution of such instrument.  The effective date
may be before, on or after the date of execution and before, on or after the
date of any action taken by the Board with respect to such
termination.


    


    
      
        
           


        

        
          -57-

          
            

          

        

        
           


        

      

    

    


    17.           MISCELLANEOUS

    
       

      
        
          
            
              
              

            

            
              
                
                  
                    
                      
                        
                        

                      

                      
                        
                          
                            
                            

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                       
      

                                                    	
                                                      17.1.

                                                    	
                                                      Reversion
      Prohibited.

                                                    


                                            

                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              17.1.1.

            	
              General
      Rule.

            


    

     

    Except as specifically provided
otherwise herein, it will be impossible for any part of the Trust Fund either
(i) to be used for or diverted to purposes other than those which are for
the exclusive benefit of Participants and their Beneficiaries (except for the
payment of taxes and administrative expenses) or (ii) to revert to a
Controlled Group Member.

    


    
      	
               
      

            	
              17.1.2.

            	
              Disallowed
      Deductions.

            


    

     

    Each contribution of the Employers
under the Plan is expressly conditioned upon the deductibility of the
contribution under Code section 404.  If all or part of an
Employer’s contribution is disallowed as a deduction under Code
section 404, such disallowed amount (reduced by any Trust Fund losses
attributable thereto) may be returned by the Trustee to the Employer with
respect to which the deduction was disallowed (upon the direction of the
Administrator) within one year after the disallowance.

    


    
      	
               
      

            	
              17.1.3.

            	
              Mistaken
      Contributions.

            


    

     

    If a contribution is made by an
Employer by reason of a mistake of fact, then so much of the contribution as was
made as a result of the mistake (reduced by any Trust Fund losses attributable
thereto) may be returned by the Trustee to the Employer (upon direction of the
Administrator) within one year after the mistaken contribution was
made.

    
      
         

        
          
            
              
                
                

              

              
                
                  
                    
                      
                        
                          
                          

                        

                        
                          
                            
                              
                              

                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                         
      

                                                      	
                                                        17.2.

                                                      	
                                                        Merger,
      Consolidation or Transfer of
Assets.

                                                      


                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    There will be no merger or
consolidation of all or any part of the Plan with, or transfer of the assets or
liabilities of all or any part of the Plan to, any other Qualified Plan unless
each Participant who remains a Participant hereunder and each Participant who
becomes a participant in the other Qualified Plan would receive a benefit
immediately after the merger, consolidation or transfer (determined as if the
other Qualified Plan and the Plan were then terminated) which is equal to or
greater than the benefit they would have been entitled to receive under the Plan
immediately before the merger, consolidation or transfer if the Plan had then
terminated.

     

    
      
        
          
            
              
                
                

              

              
                
                  
                    
                      
                        
                          
                          

                        

                        
                          
                            
                              
                              

                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                         
      

                                                      	
                                                        17.3.

                                                      	
                                                        Spendthrift
      Clause.

                                                      


                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The rights of any Participant or
Beneficiary to and in any benefits under the Plan will not be subject to
assignment or alienation, and no Participant or Beneficiary will have the power
to assign, transfer or dispose of such rights, nor will any such rights to
benefits be subject to attachment, execution, garnishment, sequestration, the
laws of bankruptcy or any other legal or equitable
process.  Notwithstanding the foregoing, the Administrator and Trustee
shall honor a QDRO and may distribute amounts from the Plan to an Alternate
Payee described in any such order in accordance with the terms of the order and
prior to the earliest retirement date specified in section 414(p)(4)(B) of
the Code.  The Administrator shall establish procedures to determine
the qualified status of domestic relations orders and to administer the
provisions of, and distributions under, such orders in accordance with
section 414(p) of the Code.

    


    
      
        
           


        

        
          -58-

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                

              

              
                
                  
                    
                      
                        
                          
                          

                        

                        
                          
                            
                              
                              

                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                         
      

                                                      	
                                                        17.4.

                                                      	
                                                        Rights
      of Participants.

                                                      


                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Participation in the Plan will not give
any Participant the right to be retained in the employ of a Controlled Group
Member or any right or interest in the Plan or the Trust Fund except as
expressly provided herein.

    
      
         

        
          
            
              
                
                

              

              
                
                  
                    
                      
                        
                          
                          

                        

                        
                          
                            
                              
                              

                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                         
      

                                                      	
                                                        17.5.

                                                      	
                                                        Gender,
      Tense and Headings.

                                                      


                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Whenever any words are used herein in
the masculine gender, they will be construed as though they were also used in
the feminine gender.  Whenever any words used herein are in the
singular form, they will be construed as though they were also used in the
plural form.  Headings of Articles, Sections and subsections as used
herein are inserted solely for convenience and reference and constitute no part
of the Plan.

     

    
      
        
          
            
              
                
                

              

              
                
                  
                    
                      
                        
                          
                          

                        

                        
                          
                            
                              
                              

                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                         
      

                                                      	
                                                        17.6.

                                                      	
                                                        Governing
      Law.

                                                      


                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The Plan will be construed and governed
in all respects in accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the laws of the State of Idaho
applicable to contracts to be performed entirely within that State.

    


    Executed this 22nd
day of January,
2001.

     

    
      
        	 	Idaho
      Power Company	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jan
      B. Packwood	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

    


     

    -59-