Edgar Filing: IDACORP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

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IDACORP, Inc.
(Name of Registrant as Specified in its Charter)

----------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
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[Logo]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 19, 2005, AT BOISE, IDAHO

April 11, 2005

TO THE SHAREHOLDERS OF IDACORP, INC.:

Notice is hereby given that the Annual Meeting of Shareholders of IDACORP,
Inc. ("IDACORP") will be held on May 19, 2005 at 10:00 a.m. local time at the
Idaho Power Company Corporate Headquarters Building, 1221 West Idaho Street,
Boise, Idaho, for the following purposes:

1. to elect four Directors of IDACORP for a three year term;

2. to ratify the selection of Deloitte & Touche LLP as independent
registered public accounting firm for IDACORP for the fiscal year
ending December 31, 2005;

3. to re-approve the material terms of the performance goals under the
IDACORP 2000 Long-Term Incentive and Compensation Plan;

4. to approve the IDACORP 2000 Long-Term Incentive and Compensation Plan,
as amended, including the authorization of additional shares; and

5. to transact such other business that may properly come before the
meeting and any adjournment or adjournments thereof.

Common shareholders of record of IDACORP at the close of business on March
31, 2005, are entitled to vote at the meeting.

All shareholders are cordially invited to attend the Annual Meeting in
person. Shareholders interested in attending in person must make a reservation
by calling (800) 635-5406. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE VOTE YOUR
PROXY PROMPTLY. It is important that your shares be represented at the meeting.
Please vote your proxy, regardless of the size of your holdings, as promptly as
possible. Any shareholder voting a proxy who attends the meeting may vote in
person by revoking that proxy prior to or at the meeting.

By Order of the Board of Directors
Thomas R. Saldin
Corporate Secretary

TO SHAREHOLDERS WHO RECEIVE MULTIPLE PROXIES
IF YOU OWN IDACORP COMMON STOCK OTHER THAN THE SHARES SHOWN ON THE ENCLOSED
PROXY, YOU WILL RECEIVE A PROXY IN A SEPARATE ENVELOPE FOR EACH SUCH HOLDING.
PLEASE VOTE EACH PROXY RECEIVED.

TABLE OF CONTENTS

Page
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Notice of Annual Meeting of Shareholders .................................................................. 1
Proxy Statement ........................................................................................... 3
General Information .................................................................................. 3
Cost and Method of Solicitation ...................................................................... 3
Matters to be Voted Upon ............................................................................. 3
Record Date .......................................................................................... 3
Outstanding Voting Securities ........................................................................ 3
Voting ............................................................................................... 3
Secret Ballot ........................................................................................ 5
Election of Directors ................................................................................ 5
The Board of Directors and Committees ................................................................ 8
Corporate Governance ................................................................................. 9
Ratification of Appointment of Independent Registered Public Accounting Firm ......................... 12
Report of the Audit Committee of the Board of Directors .............................................. 13
Independent Accountant Billings ...................................................................... 14
Re-Approval of Material Terms of IDACORP 2000 Long-Term Incentive and
Compensation Plan Performance Goals ................................................................ 14
Approval of the IDACORP 2000 Long-Term Incentive and Compensation Plan,
as amended ......................................................................................... 16
Other Business ....................................................................................... 25
Security Ownership of Directors and Executive Officers ............................................... 26
Section 16(a) Beneficial Ownership Reporting Compliance .............................................. 27
Compensation of Directors and Executive Officers ..................................................... 28
Report of Compensation Committee of the Board of Directors on
Executive Compensation ........................................................................ 28
Summary Compensation Table ...................................................................... 33
Option/SAR Grants in Fiscal Year 2004 ........................................................... 34
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values ............................................................................. 34
Director Compensation ........................................................................... 35
Employment Contracts and Change of Control Agreements ........................................... 35
Performance Graph ............................................................................... 37
Retirement Benefits ............................................................................. 38
Annual Report ........................................................................................ 40
Shared Address Shareholders .......................................................................... 40
2006 Annual Meeting of Shareholders .................................................................. 40

Exhibits

Exhibit A Independence Standards - Corporate Governance Guidelines ................................... A-1
Exhibit B Policy for Pre-Approval of Independent Auditor Services .................................... B-1
Exhibit C IDACORP 2000 Long-Term Incentive and Compensation Plan ..................................... C-1
Exhibit D IDACORP Audit Committee Charter ............................................................ D-1

PROXY STATEMENT
IDACORP, Inc.
1221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707

GENERAL INFORMATION

This Proxy Statement and the accompanying form of proxy will first be sent
to shareholders on or about April 11, 2005 and are provided to the shareholders
of IDACORP in connection with the solicitation of proxies on behalf of the Board
of Directors of IDACORP for use at the 2005 Annual Meeting of Shareholders (the
"Annual Meeting") and any adjournment or adjournments thereof. The Annual
Meeting is scheduled to be held on May 19, 2005, at 10:00 a.m., local time, at
the Idaho Power Company Corporate Headquarters Building, 1221 West Idaho Street,
Boise, Idaho.

COST AND METHOD OF SOLICITATION

The cost of soliciting proxies will be paid by IDACORP. In order to be
assured that a quorum of outstanding shares will be represented at the meeting,
proxies may be solicited by officers and regular employees of IDACORP,
personally or by telephone, telegraph, fax, mail or other electronic means,
without extra compensation. In addition, the solicitation of proxies from
brokers, banks, nominees and institutional investors will be made by Georgeson
Shareholder Communications, Inc. at a cost of approximately $4,000 plus
out-of-pocket expenses. IDACORP will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for their expenses in sending proxy
materials to beneficial owners.

MATTERS TO BE VOTED UPON

As of April 11, 2005, the only known business to be presented at the Annual
Meeting is as follows: (1) the election of four Directors, (2) the ratification
of the appointment of Deloitte & Touche LLP as independent registered public
accounting firm for 2005, (3) the re-approval of the material terms of the
performance goals under the IDACORP 2000 Long-Term Incentive and Compensation
Plan and (4) the approval of the IDACORP 2000 Long-Term Incentive and
Compensation Plan, as amended, including the authorization of additional shares.
See "Other Business."

RECORD DATE

The Board of Directors has fixed March 31, 2005 as the date for the
determination of shareholders of IDACORP entitled to notice of and to vote at
the Annual Meeting. Only shareholders of record at the close of business on
March 31, 2005 will be entitled to vote at the Annual Meeting.

OUTSTANDING VOTING SECURITIES

The outstanding voting securities of IDACORP as of the record date for the
Annual Meeting are 42,394,236 shares of common stock, without par value, each
share being entitled to one vote.

VOTING

Shareholders of record may vote their proxies by telephone, through the
Internet or by marking, signing, dating and returning the proxy card in the
enclosed postage-prepaid envelope.

Shareholders whose shares are held by a bank or broker may be able to vote
by telephone or through the Internet. Follow the instructions you receive from
your bank or broker.

Shareholders voting through the Internet should understand that there may
be costs associated with electronic access, such as usage charges from Internet
service providers and telephone companies; such charges must be paid by the
shareholder.

IDACORP has been advised by counsel that the procedures for Internet and
telephone voting are consistent with the requirements of applicable law.

Under the Idaho Business Corporation Act, a majority of the votes entitled
to be cast on a matter by a voting group constitutes a quorum of that voting
group for action on that matter. Assuming a quorum is present, the following
votes are required for approval of each proposal at the Annual Meeting:

(i) Proposal No. 1 - Directors of IDACORP are elected by the
affirmative vote of a plurality of the votes cast by the shares entitled to vote
in the election of directors. Votes may be cast in favor or withheld; votes that
are withheld will have no effect on the results.

(ii) Proposal No. 2 - the ratification of the selection of an
independent registered public accounting firm for IDACORP for 2005 is approved
if the votes cast in favor exceed the votes cast opposing ratification.

(iii) Proposal No. 3 - the re-approval of the material terms of the
performance goals under the IDACORP 2000 Long-Term Incentive and Compensation
Plan, for Internal Revenue Code Section 162(m) purposes, requires the
affirmative vote of a majority of the votes cast. Under the laws of the State of
Idaho, the matter is approved if the votes cast in favor exceed the votes cast
opposing re-approval. Abstentions and broker non-votes will have no effect on
the results.

(iv) Proposal No. 4 - the approval of the IDACORP 2000 Long-Term
Incentive and Compensation Plan, as amended, including the authorization of
additional shares, for New York Stock Exchange purposes, requires the
affirmative vote of a majority of the votes cast provided that the total votes
cast represent over 50% in interest of all securities entitled to vote on the
matter. Under the laws of the State of Idaho, the Plan as amended is approved if
the votes cast in favor of the Plan as amended exceed the votes cast opposing
the Plan as amended. Abstentions and broker non-votes will have no effect on the
results, provided that the total votes cast represent over 50% in interest of
all securities entitled to vote on the Plan as amended.

Broker non-votes occur if brokers are given no voting instructions from
their customers with respect to Proposals No. 3 and 4 since the New York Stock
Exchange rules prohibit discretionary voting on equity compensation plans.

If no direction is given by a shareholder, properly executed proxies
received will be voted FOR Proposal No. 1, election of the nominees for
Directors, FOR Proposal No. 2, ratification of the selection of Deloitte &
Touche LLP as independent registered public accounting firm for 2005, FOR
Proposal No. 3, re-approval of the material terms of the performance goals under
the IDACORP 2000 Long-Term Incentive and Compensation Plan, and FOR Proposal No.
4, approval of the IDACORP 2000 Long-Term Incentive and Compensation Plan, as
amended, including the authorization of additional shares.

A proxy may be revoked at any time before it is voted at the meeting. Any
shareholder who attends the meeting and wishes to vote in person may revoke his
or her proxy by oral notice at that time. Otherwise, revocation of a proxy must
be mailed to the Secretary of IDACORP at 1221 West Idaho Street, Boise, Idaho
83702-5610, and received prior to the meeting.

SECRET BALLOT

It is the policy of IDACORP that all proxies for the Annual Meeting that
identify shareholders, including employees, are to be kept secret, and no such
document shall be available for examination nor shall the identity and vote of
any shareholder be disclosed to IDACORP representatives or to any third party.
Proxies are returned to the independent tabulator who receives, inspects and
tabulates the proxies. Individual voted proxies and ballots are not seen by or
reported to IDACORP except (i) as necessary to meet applicable legal
requirements, (ii) to allow the independent election inspectors to certify the
results of the shareholder vote, (iii) in the event of a matter of significance
where there is a proxy solicitation in opposition to the Board of Directors,
based upon an opposition proxy statement filed with the Securities and Exchange
Commission or (iv) to respond to shareholders who have written comments on their
proxies.

1. ELECTION OF DIRECTORS

IDACORP's Board of Directors consists of 11 members. IDACORP's Articles of
Incorporation, as amended, provide that Directors are elected for three-year
terms, with approximately one-third of the Board of Directors elected at each
annual meeting of shareholders. The four Directors standing for election for the
IDACORP Board of Directors at the Annual Meeting are identified below as
nominees for election with terms to expire in the year 2008. All nominees are
currently Directors of IDACORP. Christopher L. Culp, who served as a Director
since 2002, resigned from the Board of Directors effective January 20, 2005
because of ongoing business scheduling conflicts. The Board thanks Dr. Culp for
his distinguished service to IDACORP. Jack K. Lemley retired from the Board on
January 2, 2005, having reached the mandatory retirement age of 70. On January
20, 2005, IDACORP amended its Bylaws to raise the mandatory retirement age to
72. Following this amendment, Mr. Lemley was invited to rejoin the Board, and
did so, effective February 1, 2005.

Unless otherwise instructed, proxies received will be voted in favor of the
election of the Director nominees. While it is not expected that any of the
nominees will be unable to qualify for or accept office, if for any reason one
or more should be unable to do so, the proxies will be voted for nominees
selected by the Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED BELOW.

NOMINEES FOR ELECTION - TERMS EXPIRE 2008

JACK K. LEMLEY ....... Director of Lemley & Associates, Inc. (management
consulting company) (since 1987); formerly Chairman of
the Board and Chief Executive Officer and a director of
American Ecology Corp. (provider of environmental
services to producers and handlers of hazardous, toxic
and radioactive wastes) (1995-2001); director of the
following IDACORP subsidiaries: Idaho Power Company
since 1995 and IDACORP Technologies, Inc. since 2000;
director of IDACORP since 1998. Age 70

RICHARD G. REITEN .... Former Chairman of the Board of Northwest Natural
(provider of natural gas in Oregon and southwest
Washington) (2000-2005); formerly President and Chief
Executive Officer (1997-2000) and President and Chief
Operating Officer (1995-1997); former President and
Chief Operating Officer of Portland General Electric
(electric public

utility) (1992-1995); former President of Portland
General Corp. (1989-1992); director of NW Natural
(provider of natural gas) (since 2000); U.S. Bancorp
(banking services) (since 1998); Building Materials
Holding Corp. (provider of construction services,
manufactured building components and materials to
professional residential builders and contractors)
(since 2001) and National Fuel Gas (a diversified
energy company providing interstate natural gas
transmission and storage) (since 2004); director of the
following IDACORP subsidiaries: Idaho Power Company
since 2004 and IDACORP Technologies, Inc. since 2004;
director of IDACORP since 2004. Age 65

JOAN H. SMITH ........ Self-employed consultant (consulting on regulatory
strategy and telecommunications) (since 2003); former
Oregon Public Utility Commissioner (1990-2003);
affiliate director with Wilk & Associates/LECG LLP (a
public consulting organization) (since 2003); director
of the following IDACORP subsidiaries: Idaho Power
Company since 2004 and IDACOMM since 2004; director of
IDACORP since 2004. Age 62

THOMAS J. WILFORD .... President of Alscott, Inc. (real estate development and
other investments) (since 1993); Chief Executive
Officer of J.A. and Kathryn Albertson Foundation, Inc.
(a family foundation committed and striving to be a
catalyst for positive educational change) (since 2003)
and formerly President (1995-2003); director of the
following IDACORP subsidiaries: Idaho Power Company
since 2004; director of IDACORP since 2004. Age 62

CONTINUING DIRECTORS - TERMS EXPIRE 2007

ROTCHFORD L. BARKER .. Private Investor; Director, American Ecology
Corporation (provider of environmental services to
producers and handlers of hazardous, toxic and
radioactive wastes) (since 1996); Member and former
director Chicago Board of Trade (since 1964); director
of the following IDACORP subsidiaries: Idaho Power
Company since 1999; director of IDACORP since 1999. Age
68

J. LaMONT KEEN ....... Executive Vice President, IDACORP, Inc. (since 2002)
and President and Chief Operating Officer, Idaho Power
Company (since 2002); formerly Senior Vice President -
Administration and Chief Financial Officer (1999-2002);
Senior Vice President - Administration, Chief Financial
Officer and Treasurer (1999); Vice President, Chief
Financial Officer and Treasurer (1996-1999); Vice
President and Chief Financial Officer (1991-1996);
Controller (1988-1991); director of the following
IDACORP subsidiaries: Idaho Power Company since 2004,
IDACORP Technologies, Inc. since 2004 and Idaho Energy
Resources Company since 1991; director of IDACORP since
2004. Age 52

JON H. MILLER ........ Chairman of the Board of IDACORP since 1999; Private
Investor; formerly President and Chief Operating
Officer (1978-1990) and a director (1977-1990) of Boise
Cascade Corporation (distributor of office products and
building materials and an integrated manufacturer and

distributor of paper, packaging and wood products);
director of the following IDACORP subsidiaries: Idaho
Power Company since 1988; director of IDACORP since
1998. Age 67

ROBERT A. TINSTMAN ... Executive Chairman of James Construction Group
(construction services) (since 2002); former President
and Chief Executive Officer (1995-1999) and director
(1995-1999) of Morrison Knudsen Corporation (general
contractor providing global mining, engineering and
construction services); former Chairman of
Contractorhub.com (e-marketplace for contractors,
subcontractors and suppliers) (2000-2001); director of
the Home Federal Bancorp (banking services) (since
1999); CNA Surety (surety company offering contract and
commercial surety bonds) (since 2004); director of the
following IDACORP subsidiaries: Idaho Power Company and
IDACORP Technologies, Inc. since 1999; director of
IDACORP since 1999. Age 58

CONTINUING DIRECTORS - TERMS EXPIRE 2006

GARY G. MICHAEL ...... Former Chairman of the Board and Chief Executive
Officer (1991-2001) of Albertson's, Inc. (food-drug
retailer); director of The Clorox Company (manufacturer
and marketer of household products) (since 2001);
Office Max (distributor of business and retail office
products, including office supplies, paper, technology
products and services, and furniture) (since 2004);
Harrah's Entertainment, Inc. (casino entertainment)
(since 2001); Questar, Inc. (integrated natural gas
company) (since 1994); Graham Packaging Company (a
designer and manufacturer of customized plastic
containers) (Advisory Board) (since 2002); director of
the following IDACORP subsidiaries: Idaho Power Company
since 2001; director of IDACORP since 2001. Age 64

PETER S. O'NEILL ..... Chairman and Chief Executive Officer of O'Neill
Enterprises L.L.C. (developer of planned communities)
(since 1990); director of Building Materials Holding
Corporation (provider of construction services,
manufactured building components and materials to
professional residential builders and contractors)
(since 1993); director of the following IDACORP
subsidiaries: Idaho Power Company since 1995 and
IDACORP Financial Services, Inc. since 1999; director
of IDACORP since 1998. Age 68

JAN B. PACKWOOD ...... President and Chief Executive Officer of IDACORP (since
1999) and Chief Executive Officer of Idaho Power (since
2002); formerly President and Chief Executive Officer
(1999-2002); President and Chief Operating Officer
(1997-1999); Executive Vice President (1996-1997) and
Vice President - Bulk Power (1989-1996) of Idaho Power;
director of the following IDACORP subsidiaries: Idaho
Power Company since 1997, Idaho Energy Resources
Company since 1990, IDACORP Financial Services, Inc.
since 1997, Ida-West Energy Company since 1999, IDACOMM
since 2002, IDACORP Technologies, Inc. since 1999;
director of IDACORP since 1998. Age 62

THE BOARD OF DIRECTORS AND COMMITTEES

The IDACORP Board of Directors held six meetings in 2004. The average
attendance during 2004 at all meetings of the Board and all meetings of the
committees of the Board was 100 percent.

Independence

IDACORP currently has 11 members on its Board of Directors. All are
non-employees, except for Jan B. Packwood, President and Chief Executive Officer
and J. LaMont Keen, Executive Vice President. Rotchford L. Barker, Jack K.
Lemley, Gary G. Michael, Jon H. Miller, Peter S. O'Neill, Richard G. Reiten,
Joan H. Smith, Robert A. Tinstman and Thomas J. Wilford have been determined by
the Board of Directors to be "independent" based on all relevant facts and
circumstances and under the New York Stock Exchange listing standards and the
Corporate Governance Guidelines, which contain the policy and categorical
standards on director independence. The independence standards used by the Board
of Directors to determine whether members are independent are set forth in
IDACORP's Corporate Governance Guidelines and are included as Exhibit A to this
Proxy Statement. The office of the Chairman of the Board and the Chief Executive
Officer has been separated since June 1999. The non-management directors have
held meetings separate from management since 1998. Mr. Miller, the independent
Chairman of the Board, presides at Board meetings and regularly-scheduled
executive sessions of non-management directors.

Committees

The standing committees of the Board are the Executive Committee, the Audit
Committee, the Compensation Committee and the Corporate Governance Committee.
The Committee of Outside Directors was eliminated effective July 15, 2004. Board
committees, their membership during 2004 and a brief statement of their
principal responsibilities are presented below.

Executive Committee

The Executive Committee acts on behalf of the Board of Directors when the
Board is not in session, except on those matters which require action of the
full Board. Members of the Committee are Jan B. Packwood (Chairman), Gary G.
Michael, Jon H. Miller, Peter S. O'Neill and Robert A. Tinstman. Mr. Lemley
served on the Executive Committee until January 2, 2005. During 2004, the
Executive Committee met one time.

Audit Committee

The Audit Committee was established as a separately-designated standing
committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act
of 1934, as amended, and is comprised of three independent directors, as that
term is defined in the listing standards of the New York Stock Exchange. Members
of the Audit Committee are Gary G. Michael (Chairman), Rotchford L. Barker and
Thomas J. Wilford. Mr. Lemley served as Chairman until January 2, 2005 and Dr.
Culp served as a member of the Audit Committee until his resignation from the
Board of Directors on January 20, 2005. All members are "financially literate"
as the Board of Directors interprets that term, and Messrs. Michael, Barker and
Wilford have been determined to be "audit committee financial experts."

Mr. Michael serves on the audit committee of three other publicly
registered companies in addition to IDACORP. The Board of Directors of IDACORP
has determined that such service does not impair Mr. Michael's ability to serve
on the Audit Committee.

The Audit Committee assists the Board of Directors in the oversight of the
integrity of the IDACORP financial statements; compliance with legal and
regulatory requirements; the qualifications, independence and performance of the
independent auditors; and the performance of the internal audit function. The
Committee also prepares the Audit Committee Report as required by the Securities
and Exchange Commission to be included in the proxy statement for the annual
meeting of shareholders. During 2004, the Audit Committee met twelve times.

Compensation Committee

The Compensation Committee has direct responsibility to review and approve
corporate goals and objectives relevant to Chief Executive Officer compensation,
evaluate the Chief Executive Officer's performance in light of those goals and
objectives, and, either as a committee or together with the other independent
directors (as directed by the Board), determine and approve the Chief Executive
Officer's compensation level based on this evaluation. The Compensation
Committee also makes recommendations to the Board with respect to non-Chief
Executive Officer compensation and incentive-compensation plans and equity-based
plans that are subject to Board approval; produces the Compensation Committee
report on executive officer compensation as required by the Securities and
Exchange Commission to be included in the proxy statement for the annual meeting
of shareholders; and oversees the compensation and employee benefit plans and
practices. Members of the Compensation Committee are Robert A. Tinstman
(Chairman), Jack K. Lemley (effective February 1, 2005), Peter S. O'Neill and
Richard G. Reiten. Mr. Wilford served as a member until January 1, 2005. Each
member is independent as that term is defined in the applicable New York Stock
Exchange listing standards. During 2004, the Compensation Committee met six
times.

Corporate Governance Committee

The Corporate Governance Committee, which is also the nominating committee,
identifies individuals qualified to become directors, consistent with criteria
approved by the Board, and selects, or recommends that the Board select, the
candidates for all directorships to be filled by the Board or by the
shareholders; develops and recommends to the Board a set of corporate governance
guidelines applicable to IDACORP; oversees the evaluation of the Board and
management; reviews the compliance programs including the Code of Business
Conduct and Ethics; and takes a leadership role in shaping the corporate
governance of IDACORP. Members of the Corporate Governance Committee are Peter
S. O'Neill (Chairman), Jon H. Miller and Joan H. Smith. Mr. Michael served as
Chairman until January 1, 2005 and Dr. Culp served as a member until his
resignation from the Board of Directors on January 20, 2005. Each member is
independent as that term is defined in the applicable New York Stock Exchange
listing standards. During 2004, the Corporate Governance Committee met four
times.

Attendance at Annual Meetings

Pursuant to the Corporate Governance Guidelines, all Directors are expected
to attend the annual meeting of shareholders and be available, when requested by
the chair, to answer any questions shareholders may have. All members of the
Board of Directors attended the 2004 annual meeting.

CORPORATE GOVERNANCE

Background

IDACORP has adopted corporate governance and disclosure requirements under
the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission's rules
interpreting and implementing the Sarbanes-Oxley Act, the listing standards of
the New York Stock Exchange and Securities and

Exchange Commission disclosure requirements on expanded nominating committee
processes. This includes (1) written charters for the Audit Committee, Corporate
Governance Committee and Compensation Committee and (2) Corporate Governance
Guidelines, which address issues including the responsibilities, qualifications
and compensation of the Board of Directors, as well as Board leadership, Board
committees and self-evaluation. The written committee charters and the Corporate
Governance Guidelines of IDACORP are available on IDACORP's website and may be
accessed by following the hypertext links listed at
http://www.idacorpinc.com/corpgov/default.cfm. Printed copies may be obtained
without charge by writing to the Secretary of IDACORP at 1221 West Idaho Street,
Boise, Idaho 83702-5610.

Code of Ethics

IDACORP's principal subsidiary, Idaho Power Company, had for many years a
Code of Business Conduct and Ethics, which applied to all directors, officers
and employees of Idaho Power Company, including the principal executive officer
and senior financial and accounting officers. IDACORP adopted a new Code of
Business Conduct and Ethics in July 2003, which applies to all directors,
officers, including the chief executive officer, principal financial and
accounting officers, and employees of IDACORP and its subsidiaries. The Code of
Conduct may be accessed at the IDACORP website referred to above. Printed copies
may be obtained without charge by writing to the Secretary, IDACORP, 1221 West
Idaho Street, Boise, Idaho 83702-5610.

Amendments to the Code or waivers of the Code as required by Regulation
S-K, Item 406 or the New York Stock Exchange listing standards will be posted on
the IDACORP website referred to above.

Process for Shareholders to Recommend Nominees for Directors

IDACORP has processes in place which permit shareholders to recommend
directors in accordance with the Bylaws and Corporate Governance Guidelines.
Shareholders wishing to recommend a candidate to be considered by the Corporate
Governance Committee for nomination as a Director must submit recommendations in
writing to the Secretary of IDACORP no later than 120 days prior to the first
anniversary of the date on which IDACORP first mailed proxy materials for the
preceding year. In the event of a special meeting of shareholders to elect one
or more directors, recommendations must be submitted in writing no later than
the close of business on the tenth day after the day of the public announcement
of such meeting and of director nominees proposed by the Board of Directors. The
written recommendations must include all information with respect to the
candidate required to be disclosed in the solicitation of proxies pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, and the
rules thereunder, including the recommended candidate's consent. The shareholder
submitting the recommendations must provide his or her name, address and class
and number of shares of voting stock owned beneficially and of record including
a statement as to how long the shareholder has held such stock. The Secretary
will review all written recommendations and send those conforming to these
requirements to the Corporate Governance Committee.

Board Membership Criteria

Directors should possess the highest personal and professional ethics,
integrity and values, and be committed to representing the long-term interests
of the shareholders. They must also have an inquisitive and objective
perspective, practical wisdom and mature judgment. IDACORP endeavors to have a
Board of Directors representing diverse experience at policy-making levels in
business, finance and accounting and in areas that are relevant to the company's
activities. At least one Director shall meet the requirements of the definition
of an "audit committee financial expert" as that term is defined in Item 401(h)
of Regulation S-K. Directors are required to retire upon reaching age 72.

Non-management directors should be independent under the New York Stock
Exchange listing standards.

Process for Determining Director Nominees

The Corporate Governance Committee follows the procedures set forth below
when identifying new Director nominees, including any recommendations submitted
by shareholders in compliance with the Bylaws and the policies set forth herein:

o the Corporate Governance Committee identifies the need to fill a
vacancy on the Board or, if approved by the Board, to add new Board
member(s);

o the Chairman of the Corporate Governance Committee initiates the
search,

- soliciting advice from the Chairman of the Board, the lead
independent director, the Chief Executive Officer, other
directors, management and any other persons he or she deems
appropriate,

- reviewing any candidates submitted by shareholders in compliance
with the Bylaws and the policies set forth herein, and

- hiring a search firm, if he or she chooses;

o an initial group of candidates is identified and presented to the
Corporate Governance Committee;

o the Corporate Governance Committee gathers any additional information
it deems appropriate, including information necessary to determine if
the candidate(s)

- are "independent" under applicable laws, regulations and rules,

- do not violate any requirements applicable to IDACORP or any
federal or state laws, rules or regulations, including federal
and state regulatory agencies, the New York Stock Exchange, the
Securities and Exchange Commission and the Sarbanes-Oxley Act of
2002, and

- meet all requirements under the Corporate Governance Guidelines,
committee charters, the Bylaws, the Codes and any other
applicable corporate document or policy;

o the Corporate Governance Committee evaluates any potential conflicts,
including financial or business relationships;

o the Corporate Governance Committee evaluates whether the candidates
would likely represent a special interest or single issue;

o the Corporate Governance Committee meets to narrow the list of
candidates;

o the Chairman of the Board, the Corporate Governance Committee and the
Chief Executive Officer interview any or all of the candidates, if
they deem it appropriate;

o the Corporate Governance Committee meets to consider and approve the
final candidate(s);

o the Corporate Governance Committee seeks full Board approval of the
selected candidate(s).

The Chairman keeps the full Board informed of the Committee's progress.

Mr. Reiten, Ms. Smith and Mr. Wilford were appointed to the Board of
Directors in 2004 and are standing for election for the first time. Mr. Reiten
was recommended to the Corporate Governance Committee by the Chief Executive
Officer, Ms. Smith by an executive officer and Mr. Wilford by a non-management
director. The Chairman of the Corporate Governance Committee did not retain a
search firm to identify or evaluate any nominees.

How to Contact the Board and the Audit Committee

The Board of Directors has developed a process by which shareholders and
other interested parties can send communications to members of the Board. If you
have a concern that you believe warrants the attention of the Board of
Directors, including the Chairman of the Board or non-management directors as a
group, you may call a toll-free helpline at 1-866-384-4277. If your concern is
of an ethical nature, you may log on to www.ethicspoint.com, and follow the
instructions for filing a report. All reports will be routed to the General
Counsel who then forwards the report directly to the Chairman of the Board. Any
report regarding questionable accounting practices, internal accounting controls
or auditing matters will be routed by the General Counsel to the Chairman of the
Board and the Chairman of the Audit Committee.

2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the Annual Meeting, the shareholders will be asked to ratify the
selection by the Audit Committee of Deloitte & Touche LLP as the firm of
independent registered public accountants to audit the financial statements of
IDACORP for the fiscal year 2005. This firm has conducted consolidated annual
audits of IDACORP since its formation in 1998 and is one of the world's largest
firms of independent certified public accountants. A representative of Deloitte
& Touche LLP is expected to be present at the meeting and will have an
opportunity to make a statement and to respond to appropriate questions.

The shareholders' ratification vote will not have any effect on the
appointment or retention of Deloitte & Touche LLP as IDACORP's independent
registered public accounting firm for the current fiscal year. However, the
Audit Committee will consider the shareholders' vote as a factor in determining
its appointment of IDACORP's independent registered public accounting firm for
2006. The Audit Committee reserves the right, in its sole discretion, to change
the appointment of the independent registered public accounting firm at any time
during a fiscal year if it determines that such a change would be in the best
interests of IDACORP and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" DELOITTE &
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF IDACORP FOR 2005.

The ratification of the selection of the independent registered public
accounting firm for IDACORP is approved if the votes cast in favor exceed the
votes cast opposing ratification.

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

The Audit Committee of the IDACORP Board of Directors is composed of three
directors, who are independent as defined in the applicable NYSE listing
standards. The Committee has a written charter adopted by the Board of
Directors. The charter is posted on the IDACORP website and may be accessed by
following the hypertext link listed at
http://www.idacorpinc.com/corpgov/default.cfm.

The Committee has reviewed and discussed the audited consolidated financial
statements of IDACORP with management and the independent registered public
accountants. The Committee discussed with the independent registered public
accountants the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees), as modified or
supplemented.

The independent registered public accountants also provided to the
Committee the written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
as modified or supplemented, and the Committee discussed with the independent
registered public accountants that firm's independence.

Based on the Committee's review and discussions referred to above, the
Committee recommended to the Board of Directors that the audited consolidated
financial statements of IDACORP be included in its Annual Report on Form 10-K
for the year ended December 31, 2004 for filing with the Securities and Exchange
Commission.

Gary G. Michael (Chairman)
Rotchford L. Barker
Thomas J. Wilford

INDEPENDENT ACCOUNTANT BILLINGS

Aggregate fees billed to IDACORP for the fiscal years ended December 31,
2004 and 2003 by IDACORP's principal independent registered public accounting
firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and
their respective affiliates (collectively, the "Deloitte Entities") are:

Fees Billed 2004 2003
----------- ---- ----

Audit Fees ................................................................. $ 1,047,623 $ 531,470
Audit-Related Fees (1) ..................................................... 162,890 309,902
Tax Fees (2) ............................................................... 229,183 137,234
All Other Fees ............................................................. -0- -0-
----------- ---------
Total Fees: ................................................................ $ 1,439,696 $ 978,606
=========== =========

----------
(1) Includes fees for audits of IDACORP's benefit plans, stand alone audits of
subsidiaries, Sarbanes-Oxley Section 404 readiness assistance and work in
connection with regulatory inquiries.

(2) Includes fees for tax compliance and tax consulting in connection with
Internal Revenue Service account analysis.

Policy on Audit Committee Pre-Approval. IDACORP and the Audit Committee are
committed to ensuring the independence of the independent auditor, both in fact
and in appearance. In this regard, the Audit Committee has established a
pre-approval policy in accordance with applicable securities rules. The Audit
Committee's Policy for the Pre-Approval of Independent Auditor Services is
included as Exhibit B to this Proxy Statement. All fees were pre-approved by the
Audit Committee in 2004.

3. RE-APPROVAL OF MATERIAL TERMS
OF IDACORP 2000 LONG-TERM INCENTIVE
AND COMPENSATION PLAN PERFORMANCE GOALS

The Board of Directors recommends that shareholders re-approve the material
terms of the performance goals for performance-based incentives under the
IDACORP 2000 Long-Term Incentive and Compensation Plan (the "Plan") to preserve
IDACORP's ability to deduct compensation associated with future
performance-based incentive awards to be made under the Plan.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code") places a limit of $1,000,000 on the amount IDACORP may deduct in any one
year for compensation paid to its CEO and each of its other four most
highly-compensated executive officers. There is, however, an exception to this
limit for certain performance-based compensation. Awards made pursuant to the
Plan may constitute performance-based compensation not subject to the
deductibility limitation of Section 162(m) of the Code. However, in order to
continue to qualify for this exception, the shareholders must reapprove, every
five years, the material terms of the performance goals of the Plan under which
compensation will be paid. Shareholder re-approval must also be obtained if the
material terms of the Plan's performance goals are changed. Shareholders last
approved the Plan's performance goals in 2000. The Board is now submitting the
Plan's performance goals for re-approval at the 2005 Annual Meeting. The
material terms of the performance goals being submitted for re-approval for
purposes of Section 162(m) of the Code are outlined below.

Eligibility and Participation

Persons eligible to participate in the Plan include all officers, directors
and key employees of IDACORP and its subsidiaries, as determined by the
Compensation Committee. The approximate number of persons who are currently
eligible to participate under the Plan is 70, which includes nine non-employee
directors.

Performance Goals

Performance goals, which are established by the Compensation Committee,
will be based on one or more of the following measures: sales or revenues,
earnings per share, shareholder return and/or value, funds from operations,
operating income, gross income, net income, cash flow, return on equity, return
on capital, earnings before interest, operating ratios, stock price, customer
satisfaction, accomplishment of mergers, acquisitions, dispositions or similar
extraordinary business transactions, profit returns and margins, financial
return ratios, budget achievement, performance against budget, and/or market
performance. Budget achievement and performance against budget have been added
to the list of available performance measures under the Plan. Performance goals
may be measured solely on a corporate, subsidiary or business unit basis, or a
combination thereof. Performance goals may reflect absolute entity performance
or a relative comparison of entity performance to the performance of a peer
group of entities or other external measure.

Maximum Grants under the Plan

Grants under the Plan may be made in the form of stock, stock options,
stock appreciation rights ("SARs"), performance units, performance shares,
dividend equivalents, restricted stock, restricted stock units and "other
awards" defined under Article 10 of the Plan. Except in the case of adjustments
or grants made under the Plan's adjustment provision described below, and
replacement grants made in connection with mergers, acquisitions,
reorganizations or similar transactions, the per share exercise price of stock
options and the grant price of SARs awarded under the Plan will not be less than
the fair market value of IDACORP's common stock on the date of grant. The value
of a performance unit intended to qualify as performance-based compensation
under Section 162(m) of the Code shall not exceed the value of a share of common
stock.

Subject to adjustment pursuant to the antidilution provisions of the Plan,
the total number of shares with respect to which options or SARs may be granted
in any calendar year to any covered employee under Section 162(m) of the Code
shall not exceed 250,000 shares; (ii) the total number of shares of restricted
stock or restricted stock units that are intended to qualify as
performance-based compensation under Section 162(m) of the Code that may be
granted in any calendar year to any covered employee shall not exceed 250,000
shares or units, as the case may be; (iii) the total number of performance
shares or performance units that may be granted in any calendar year to any
covered employee shall not exceed 250,000 shares or units, as the case may be;
(iv) the total number of shares that are intended to qualify as
performance-based compensation under Section 162(m) of the Code granted pursuant
to Article 10 of the Plan in any calendar year to any covered employee shall not
exceed 250,000 shares; (v) the total cash award that is intended to qualify as
performance-based compensation under Section 162(m) of the Code that may be paid
pursuant to Article 10 of the Plan in any calendar year to any covered employee
shall not exceed $500,000 and (vi) the aggregate amount of dividend equivalents
that are intended to qualify as performance-based compensation under Section
162(m) of the Code that a covered employee may receive in any calendar year
shall not exceed $1,000,000.

A "covered employee" means a person specified in Section 162(m) of the
Code--generally the chief executive officer and the next four most
highly-compensated executive officers.

The Board of Directors believes that it is in the best interests of IDACORP
and its shareholders to receive the full income tax deduction for
performance-based compensation paid under the Plan. The Board is therefore
asking the shareholders to re-approve, for purposes of Section 162(m) of the
Code, the material terms of the performance goals set forth above.

The complete text of the Plan is set forth as Exhibit C hereto. A summary
of the material terms of the Plan and the Regulation S-K, Item 201(d) table
appear under Item 4 below.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

Re-approval of the material terms of the performance goals under the Plan
for purposes of Section 162(m) of the Code requires the affirmative vote of a
majority of votes cast. Under the laws of the State of Idaho, the matter is
approved if the votes cast in favor exceed the votes cast opposing re-approval.
Abstentions and broker non-votes will have no effect on the results.

4. APPROVAL OF THE IDACORP
2000 LONG-TERM INCENTIVE
AND COMPENSATION PLAN, AS AMENDED

The IDACORP 2000 Long-Term Incentive and Compensation Plan (the "Plan") was
approved by the Board of Directors on January 20, 2000 and became effective upon
approval by the shareholders at the 2000 Annual Meeting. The Plan was amended in
2001 by the Board of Directors and approved by the shareholders at the 2001
Annual Meeting to increase the number of shares available under the Plan and to
increase the Code Section 162(m) limits.

The Board of Directors approved a 1,050,000 increase in the number of
shares subject to the Plan and other amendments at its March 17, 2005 meeting,
subject to shareholder approval at the 2005 Annual Meeting.

The following is a summary of the material terms of the Plan, as amended.
For the complete text of the Plan, please see Exhibit C hereto.

Purpose of the Plan

The purpose of the Plan is to promote the success and enhance the value of
IDACORP by linking the personal interests of officers, key employees and
directors to those of IDACORP's shareholders and customers. The Plan is further
intended to assist IDACORP in its ability to motivate, attract and retain the
services of participants upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent.

Effective Date and Duration

The Plan became effective upon approval by shareholders at the 2000 Annual
Meeting, and shall remain in effect, subject to the right of the Board of
Directors to terminate the Plan at any time, until all shares subject to the
Plan shall have been purchased or acquired.

Amendments

The Board may, at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part, subject to certain restrictions as
stated in the Plan.

Administration of the Plan

The Plan is administered by the Compensation Committee or such other
committee as the Board of Directors shall select consisting solely of two or
more members of the Board of Directors (the "Committee"). Subject to the terms
of the Plan, the Committee has full power under the Plan to determine persons to
receive awards, the type of awards and the terms thereof. The Committee may
amend outstanding awards, subject to certain restrictions as stated in the Plan.

Shares Subject to the Plan

When it became effective, the Plan authorized the grant of up to 750,000
shares of IDACORP common stock, without par value. In 2001, the Board of
Directors and shareholders approved an increase of 1,300,000 in the number of
shares that may be granted under the Plan. On March 1, 2005, 554,737 shares
remained available for issuance. On March 17, 2005, the Board of Directors
amended the Plan to increase the number of shares subject to the Plan by
1,050,000 to 3,100,000, subject to shareholder approval. Shares underlying
awards that lapse, are forfeited or are not paid in shares may be reused for
subsequent awards. If the option exercise price is satisfied by tendering
shares, only the net number of shares shall be deemed issued under the Plan.
Shares may be authorized but unissued shares of common stock, treasury stock or
shares purchased on the open market. The last reported sale price of a share of
IDACORP common stock on the New York Stock Exchange on February 28, 2005 was
$28.91.

If a merger, reorganization, consolidation, recapitalization, liquidation,
split-up, spin-off, share combination, share exchange, stock split, reverse
stock split, stock dividend or other change in the corporate structure of
IDACORP affecting the common stock occurs, the Committee shall make such
adjustments to outstanding awards, the number and/or kind of shares of stock
that may be delivered under the Plan, including the annual limits for Section
162(m) of the Code, and the number and kind and/or price of shares of common
stock subject to outstanding awards under the Plan, as it deems appropriate and
equitable to prevent dilution or enlargement of participants' rights. The
Committee may not amend an outstanding option for the sole purpose of reducing
the exercise price thereof.

Eligibility and Participation

Persons eligible to participate in the Plan include all officers, directors
and key employees of IDACORP and its subsidiaries, as determined by the
Committee. The approximate number of persons who are currently eligible to
participate under the Plan is 70, which includes nine non-management directors.

Grants Under the Plan

Internal Revenue Code Section 162(m). The Committee may grant awards under
the Plan that are intended to qualify as performance-based compensation under
Section 162(m) of the Code.

qualify as performance-based compensation under Section 162(m) of the Code
granted pursuant to Article 10 of the Plan in any calendar year to any covered
employee shall not exceed 250,000 shares; (v) the total cash award that is
intended to qualify as performance-based compensation under Section 162(m) of
the Code that may be paid pursuant to Article 10 of the Plan in any calendar
year to any covered employee shall not exceed $500,000 and (vi) the aggregate
amount of dividend equivalents that are intended to qualify as performance-based
compensation under Section 162(m) of the Code that a covered employee may
receive in any calendar year shall not exceed $1,000,000. A covered employee
means those persons specified in Section 162(m) of the Code, generally the chief
executive officer and the next four most highly-compensated executive officers.
The value of a performance unit intended to qualify as performance-based
compensation under Section 162(m) of the Code shall not exceed the value of a
share of common stock.

Stock Options. The Committee may grant incentive stock options ("ISOs") and
nonqualified stock options ("NQSOs"). Except in the case of adjustments or
grants made under the Plan's adjustment provision (described above under the
heading "Shares Subject to the Plan"), and replacement grants made in connection
with mergers, acquisitions, reorganizations or similar transactions, the
exercise price for each such award shall be not less than the fair market value
of a share of IDACORP common stock on the date of grant. Options shall expire at
such times and shall have such other terms and conditions as the Committee may
determine. Dividend equivalents may also be granted.

The option exercise price is payable in cash or its equivalent, in shares
of IDACORP common stock having a fair market value equal to the exercise price,
by broker-assisted cashless exercise, by other methods that the Committee may
prescribe or any combination of the foregoing.

Stock Appreciation Rights. The Committee may grant SARs with such terms and
conditions as the Committee may determine. SARs granted under the Plan may be in
the form of freestanding SARs or tandem SARs. Except in the case of adjustments
or grants made under the Plan's adjustment provision (described above under the
heading "Shares Subject to the Plan"), and replacement grants made in connection
with mergers, acquisitions, reorganizations or similar transactions, the base
value of a freestanding SAR shall be equal to the fair market value of a share
of IDACORP common stock on the date of grant. The base value of a tandem SAR
shall be equal to the option exercise price of the related option. Dividend
equivalents may also be granted.

Freestanding SARs may be exercised upon such terms and conditions as are
imposed by the Committee. A tandem SAR may be exercised only with respect to the
shares of IDACORP common stock for which its related option is exercisable.

Upon exercise of an SAR, a participant will receive the product of the
excess of the fair market value of a share of IDACORP common stock on the date
of exercise over the base value multiplied by the number of shares with respect
to which the SAR is exercised. Payment due to the participant upon exercise may
be made in cash, in shares of IDACORP common stock having a fair market value
equal to such cash amount, or in a combination of cash and shares, as determined
by the Committee.

Restricted Stock and Restricted Stock Units. Restricted stock and
restricted stock units may be granted in such amounts and subject to such terms
and conditions as determined by the Committee. The Committee may establish
performance goals, as described below, for restricted stock and restricted stock
units.

Participants holding restricted stock may exercise full voting rights with
respect to those shares during the restricted period and, subject to the
Committee's right to determine otherwise, will receive regular cash dividends.
All other distributions paid with respect to the restricted stock shall be
credited,

subject to the same restrictions on transferability and forfeitability as the
shares of restricted stock with respect to which they were paid. Dividend
equivalents may be granted on restricted stock units.

Performance Units and Performance Shares. Performance units and performance
shares may be granted in such amounts and subject to such terms and conditions
as determined by the Committee. The Committee shall set performance goals,
which, depending on the extent to which they are met during the performance
periods established by the Committee, will determine the number and/or value of
performance units/shares that will be paid out to participants. Dividend
equivalents may also be granted.

Participants shall receive payment of the value of performance units/shares
earned after the end of the performance period. Payment of performance
units/shares shall be made in cash and/or shares of common stock which have an
aggregate fair market value equal to the value of the earned performance
units/shares at the end of the applicable performance period, in such
combination as the Committee determines. Shares may be granted subject to any
restrictions deemed appropriate by the Committee.

Other Awards. The Committee may make other awards which may include,
without limitation, the grant of shares of common stock based upon attainment of
performance goals established by the Committee as described below, the payment
of shares in lieu of cash or cash based on performance goals and the payment of
shares in lieu of cash under other IDACORP incentive or bonus programs.

Taxes. Awards, and amounts distributed pursuant to awards, under the Plan
may result in tax withholding obligations. Share withholding for taxes is
permitted.

Performance Goals. Performance goals, which are established by the
Committee, shall be based on one or more of the following measures: sales or
revenues, earnings per share, shareholder return and/or value, funds from
operations, operating income, gross income, net income, cash flow, return on
equity, return on capital, earnings before interest, operating ratios, stock
price, customer satisfaction, accomplishment of mergers, acquisitions,
dispositions or similar extraordinary business transactions, profit returns and
margins, financial return ratios, budget achievement, performance against budget
and/or market performance. Budget achievement and performance against budget
achievement were added to the list of available performance measures under the
Plan pursuant to the Plan amendments approved by the Board of Directors at its
March 17, 2005 meeting. Performance goals may be measured solely on a corporate,
subsidiary or business unit basis, or a combination thereof. Performance goals
may reflect absolute entity performance or a relative comparison of entity
performance to the performance of a peer group of entities or other external
measure.

Termination of Employment or Board Service

Each award agreement shall set forth the participant's rights with respect
to each award following termination of employment with the Company or service on
the Board of Directors.

Transferability

Except as otherwise determined by the Committee and subject to the
provisions of the Plan, awards may not be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution, and a participant's rights shall be exercisable only
by the participant or the participant's legal representative during his or her
lifetime.

Change in Control

Upon a change in control, as defined below,

(a) Any and all options and SARs granted under the Plan shall become
immediately vested and exercisable;

(b) Any restriction periods and restrictions imposed on restricted stock,
restricted stock units, qualified restricted stock and qualified
restricted stock units shall be deemed to have expired; any
performance goals shall be deemed to have been met at the target
level; restricted stock and qualified restricted stock shall become
immediately vested in full and restricted stock units and qualified
restricted stock units shall be paid out in cash; and

(c) The target payout opportunity attainable under all outstanding awards
of performance units and performance shares and any other awards not
described above shall be deemed to have been fully earned for the
entire performance period(s) as of the effective date of the change in
control. All such awards shall become immediately vested. All
performance shares and other awards granted pursuant to Article 10
that are denominated in shares shall be paid out in shares, and all
performance units and other awards granted pursuant to Article 10
shall be paid out in cash.

For purposes of the above, a change in control of IDACORP means the
earliest of the following events to occur: (i) the announcement of an
acquisition by a party or certain related parties of 20% or more of IDACORP's
outstanding voting stock; (ii) the commencement of a tender or exchange offer
which would result in a person owning 30% or more of IDACORP's outstanding
voting stock; (iii) the announcement of a transaction required to be described
under Item 6(e) of the proxy rules; (iv) a proposed change in a majority of the
Board of Directors within a two-year period without the approval of two-thirds
of the Board; (v) entry into a merger or similar agreement, after which
IDACORP's shareholders would hold less than two-thirds of the voting power of
the surviving entity; (vi) Board approval of a plan of liquidation or sale of
all or substantially all of IDACORP's assets and (vii) any other event deemed by
the Executive Committee to be a change in control.

Award Information

Option Grants Under IDACORP 2000 Long-Term Incentive and Compensation Plan

Number of
Securities
Underlying Exercise Price
Name and Position Options Granted Per Share Expiration Date

Jan B. Packwood 100,000 $35.810 7/18/2010
President & Chief 60,000 $40.310 1/17/2011
Executive Officer 91,000 $39.500 1/16/2012
136,000 $22.920 3/19/2013
33,800 $31.210 1/14/2014

J. LaMont Keen 40,000 $35.810 7/18/2010
Executive Vice President 30,000 $40.310 1/17/2011
44,000 $39.500 1/16/2012
65,000 $22.920 3/19/2013
16,600 $31.210 1/14/2014

Number of
Securities
Underlying Exercise Price
Name and Position Options Granted Per Share Expiration Date

Darrel T. Anderson 4,000 $40.310 1/17/2011
Sr. Vice President - 6,000 $39.500 1/16/2012
Administrative Services and 1,000 $38.680 2/28/2012
Chief Financial Officer 35,000 $22.920 3/19/2013
9,900 $31.210 1/14/2014

Robert W. Stahman 4,000 $40.310 1/17/2011
Vice President, General Counsel 6,000 $39.500 1/16/2012
and Secretary 9,000 $22.920 3/19/2013
(Retired) 3,900 $31.210 1/14/2014

A. Bryan Kearney 4,000 $40.310 1/17/2011
Vice President and Chief 6,000 $39.500 1/16/2012
Information Officer 9,000 $22.920 3/19/2013
3,600 $31.210 1/14/2014

Gregory W. Panter 4,000 $39.500 1/16/2012
Vice President - Public Affairs 6,000 $22.920 3/19/2013
2,700 $31.210 1/14/2014

All current IDACORP executive 140,000 $35.810 7/18/2010
officers as a group 102,000 $40.310 1/17/2011
159,000 $39.500 1/16/2012
1,000 $38.680 2/28/2012
264,000 $22.920 3/19/2013
72,900 $31.210 1/14/2014

All current directors who are not 18,000 $39.500 1/16/2012
executive officers as a group 21,000 $31.210 1/14/2014
3,000 $30.480 3/17/2014
13,500 $30.460 3/31/2014
3,000 $26.490 6/22/2014

Each nominee for election as
a director

Jack K. Lemley 3,000 $39.500 1/16/2012
3,000 $31.210 1/14/2014
2,250 $30.460 3/31/2014

Richard G. Reiten 3,000 $31.210 1/14/2014
Joan H. Smith 3,000 $26.490 6/22/2014
Thomas J. Wilford 3,000 $30.480 3/17/2014

Each associate of such persons 0

Number of
Securities
Underlying Exercise Price
Name and Position Options Granted Per Share Expiration Date

Each other person who received 0
5% of such options

All employees, including all 220,000 $35.810 7/18/2010
current officers who are not 174,000 $40.310 1/17/2011
executive officers, as a group 100,000 $37.730 6/10/2011
324,000 $39.500 1/16/2012
1,000 $38.680 2/28/2012
412,000 $22.920 3/19/2013
14,000 $25.000 4/30/2013
5,000 $24.800 5/18/2013
142,100 $31.210 1/14/2014

It is not possible to determine awards that will be made in the future pursuant
to the Plan.

Federal Income Tax Consequences

The following is a brief summary of the principal federal income tax
consequences relating to options awarded under the Plan. This summary is based
on IDACORP's understanding of present federal income tax law and regulations.
The summary does not purport to be complete or applicable to every specific
situation.

Capitalized terms not defined herein, which are defined in the Plan, shall
have the meanings set forth in the Plan.

Consequences to the Optionholder

Grant. There are no federal income tax consequences to the optionholder
solely by reason of the grant of ISOs or NQSOs under the Plan.

Exercise. The exercise of an ISO is not a taxable event for regular federal
income tax purposes if certain requirements are satisfied, including the
requirement that the optionholder generally must exercise the ISO no later than
three months following the termination of the optionholder's employment.
However, such exercise may give rise to alternative minimum tax liability (see
"Alternative Minimum Tax" below).

Upon the exercise of a NQSO, the optionholder will generally recognize
ordinary income in an amount equal to the excess of the fair market value of the
shares of IDACORP common stock at the time of exercise over the amount paid
therefor by the optionholder as the exercise price. The ordinary income, if any,
recognized in connection with the exercise by an optionholder of a NQSO will be
subject to both wage and employment tax withholding.

The optionholder's tax basis in the shares acquired pursuant to the
exercise of an option will be the amount paid upon exercise plus, in the case of
a NQSO, the amount of ordinary income, if any, recognized by the optionholder
upon exercise thereof.

Qualifying Disposition. If an optionholder disposes of shares of IDACORP
common stock acquired upon exercise of an ISO in a taxable transaction, and such
disposition occurs more than two years from the date on which the option was
granted and more than one year after the date on which the shares were
transferred to the optionholder pursuant to the exercise of the ISO, the
optionholder will recognize long-term capital gain or loss equal to the
difference between the amount realized upon such disposition and the
optionholder's adjusted basis in such shares (generally the option exercise
price).

Disqualifying Disposition. If the optionholder disposes of shares of
IDACORP common stock acquired upon the exercise of an ISO (other than in certain
tax-free transactions) within two years from the date on which the ISO was
granted or within one year after the transfer of shares to the optionholder
pursuant to the exercise of the ISO, at the time of disposition the optionholder
will generally recognize ordinary income equal to the lesser of (i) the excess
of each such share's fair market value on the date of exercise over the exercise
price paid by the optionholder or (ii) the optionholder's actual gain (i.e., the
excess, if any, of the amount realized on the disposition over the exercise
price paid by the optionholder). If the total amount realized in a taxable
disposition (including return of capital and capital gain) exceeds the fair
market value on the date of exercise of the shares of IDACORP common stock
purchased by the optionholder under the option, the optionholder will recognize
a capital gain in the amount of such excess. If the optionholder incurs a loss
on the disposition (i.e., if the total amount realized is less than the exercise
price paid by the optionholder), the loss will be a capital loss.

Other Disposition. If an optionholder disposes of shares of IDACORP common
stock acquired upon exercise of a NQSO in a taxable transaction, the
optionholder will recognize capital gain or loss in an amount equal to the
difference between the optionholder's basis (as discussed above) in the shares
sold and the total amount realized upon disposition. Any such capital gain or
loss (and any capital gain or loss recognized on a disqualifying disposition of
shares of IDACORP common stock acquired upon exercise of ISOs as discussed
above) will be short-term or long-term depending on whether the shares of
IDACORP common stock were held for more than one year from the date such shares
were transferred to the optionholder.

Alternative Minimum Tax. Alternative minimum tax ("AMT") is payable if and
to the extent the amount thereof exceeds the amount of the taxpayer's regular
tax liability, and any AMT paid generally may be credited against future regular
tax liability (but not future AMT liability). AMT applies to alternative minimum
taxable income.

For AMT purposes, the spread upon exercise of an ISO (but not a NQSO) will
be included in alternative minimum taxable income, and the taxpayer will receive
a tax basis equal to the fair market value of the shares of IDACORP common stock
at such time for subsequent AMT purposes. However, if the optionholder disposes
of the ISO shares in the year of exercise, the AMT income cannot exceed the gain
recognized for regular tax purposes, provided that the disposition meets certain
third-party requirements for limiting the gain on a disqualifying disposition.
If there is a disqualifying disposition in a year other than the year of
exercise, the income on the disqualifying disposition is not considered
alternative minimum taxable income.

Consequences to IDACORP

There are no federal income tax consequences to IDACORP by reason of the
grant of ISOs or NQSOs or the exercise of an ISO (unless the exercise involves a
disqualifying disposition).

At the time the optionholder recognizes ordinary income from the exercise
of a NQSO, IDACORP will be entitled to a federal income tax deduction in the
amount of the ordinary income so recognized (as described above), provided that
IDACORP satisfies its reporting obligations described below. To the

extent the optionholder recognizes ordinary income by reason of a disqualifying
disposition of the stock acquired upon exercise of an ISO, IDACORP will be
entitled to a corresponding deduction in the year in which the disposition
occurs.

IDACORP will be required to report to the Internal Revenue Service any
ordinary income recognized by any optionholder by reason of the exercise of a
NQSO. IDACORP will be required to withhold income and employment taxes (and pay
the employer's share of employment taxes) with respect to ordinary income
recognized by the optionholder upon the exercise of NQSOs.

Other Tax Consequences

The foregoing discussion is not a complete description of the federal
income tax aspects of options granted under the Plan. In addition,
administrative and judicial interpretations of the application of the federal
income tax laws are subject to change. Furthermore, the foregoing discussion
does not address state or local tax consequences.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

Approval of the Plan as amended for New York Stock Exchange purposes
requires the affirmative vote of a majority of the votes cast, provided that the
total votes cast represent over 50% in interest of all securities entitled to
vote on the matter. Under the laws of the State of Idaho, the Plan, as amended,
will be approved if the votes cast in favor exceed the votes cast opposing the
matter. Abstentions and broker non-votes will have no effect on the results,
provided that the total votes cast represent over 50% in interest of all
securities entitled to vote on the matter.

Equity Compensation Plan Information:

The following table includes information as of December 31, 2004 with
respect to equity compensation plans where equity securities of IDACORP may be
issued. These plans are the 1994 Restricted Stock Plan (RSP), the IDACORP 2000
Long-Term Incentive and Compensation Plan (LTICP) and the Non-Employee Director
Stock Compensation Plan (DSP).

(a) (b) (c)
Number of securities
remaining available for
Number of securities to Weighted-average future issuance under
be issued upon exercise exercise price of equity compensation
of outstanding options, outstanding options, plans (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
--------------------------------------------------------------------------------------------------------------

Equity compensation
plans approved by
shareholders (1) 1,238,050 $32.581 862,106(2)(3)
--------------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved by
shareholders (4) - - 65,066
--------------------------------------------------------------------------------------------------------------
Total 1,238,050 $32.581 927,172
--------------------------------------------------------------------------------------------------------------

(1) Consists of the RSP and the LTICP.
(2) In addition to being available for future issuance upon exercise of
options, 800,050 shares under the LTICP may instead be issued in connection
with stock appreciation rights, restricted stock, restricted stock units,
performance units, performance shares or other equity-based awards.
(3) 62,056 shares remain available for future issuance under the RSP.
(4) Consists of shares available for future issuance under the DSP.

Equity Compensation Plans Not Approved by IDACORP Shareholders

The DSP was adopted by the Board of Directors effective May 17, 1999. The
purpose of the DSP is to increase Directors stock ownership through stock-based
director compensation. The DSP initially provided for an annual stock grant in
June of each year valued at $6,000 with a maximum number of shares available
under the plan of 10,500. Effective January 1, 2000, the DSP was amended to
increase the annual grant to stock valued at $8,000. Effective April 1, 2002,
the number of shares available under the plan was increased to 100,000 and the
annual grant was increased to $16,000 in part to offset the termination of the
directors non-qualified deferred compensation plan. On January 20, 2005, the
annual grant was increased to stock valued at $40,000 and the grant date changed
to February of each year. The plan provides for a total of 100,000 shares that
may be granted from treasury stock or stock purchased on the open market.

OTHER BUSINESS

Neither the Board of Directors nor management intends to bring before
the meeting any business other than the matters referred to in the Notice of
Annual Meeting and this Proxy Statement. In addition, other than as discussed
below, they have not been informed that any other matter will be presented to
the meeting by others. One shareholder submitted a proposal for inclusion in the
proxy statement, which IDACORP has omitted pursuant to Rule 14a-8 of the
Securities and Exchange Commission's proxy rules. Shareholders entitled to vote
who comply with the Company's advance notice bylaw provisions may present
proposals at the annual meeting. If this shareholder complies with the advance
notice bylaw provisions and properly presents his proposal at the Annual
Meeting, it is the intention of the persons named in the proxy to vote against
such proposal. If any other business should properly come before the meeting, or
any adjournment thereof, the persons named in the proxy will vote on such
matters according to their best judgment.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the number of shares of IDACORP common stock
beneficially owned on March 1, 2005, by the Directors and nominees, by those
Executive Officers named in the Summary Compensation Table and by the Directors
and Executive Officers of IDACORP as a group:

Amount of Beneficial Stock Percent Of
Title of Class Name of Beneficial Owner Ownership(1) Options(2) Class

Common Stock Rotchford L. Barker 17,817 3,300 *
Common Stock J. LaMont Keen(3) 154,727 111,720 *
Common Stock Jack K. Lemley(4) 9,317 3,300 *
Common Stock Gary G. Michael 10,408 3,300 *
Common Stock Jon H. Miller 8,317 3,300 *
Common Stock Peter S. O'Neill 9,592 3,300 *
Common Stock Jan B. Packwood 341,188 243,760 1.3%
Common Stock Richard G. Reiten 3,536 600 *
Common Stock Joan H. Smith 1,936 -0- *
Common Stock Robert A. Tinstman 10,817 3,300 *
Common Stock Thomas J. Wilford 3,236 600 *
Common Stock Robert W. Stahman(5) 24,605 6,600 *
Common Stock Darrel T. Anderson 37,624 23,380 *
Common Stock A. Bryan Kearney 19,386 11,120 *
Common Stock Gregory W. Panter 11,610 5,340 *
Common Stock All Directors and Executive 684,242 426,200 2.6%
Officers of IDACORP as a
group (19 persons)

*Less than 1 percent.

(1) Includes shares of common stock subject to forfeiture and restrictions on
transfer granted pursuant to the 1994 Restricted Stock Plan or the 2000
Long-Term Incentive and Compensation Plan. Also includes shares of common
stock that the beneficial owner has the right to acquire within 60 days
upon exercise of stock options.

(2) Exercisable within 60 days and included in the amount of beneficial
ownership column.

(3) Mr. Keen disclaims all beneficial ownership of the 197 shares owned by his
wife.

(4) Mr. Lemley disclaims all beneficial ownership of the 2,500 shares owned by
his wife.

(5) Mr. Stahman disclaims all beneficial ownership of the 27 shares held by his
wife for children.

Except as indicated above, all Directors and executive officers have sole
voting and investment power for the shares held by them including shares owned
through the Employee Savings Plan and the Dividend Reinvestment and Stock
Purchase Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

IDACORP's directors and executive officers are required to file initial reports
of ownership and reports of changes of ownership of IDACORP common stock with
the Securities and Exchange Commission. Based solely upon a review of these
filings furnished to IDACORP for 2004 or written representations from IDACORP
directors and executive officers that no Form 5 was required, IDACORP believes
that all required filings were timely made in 2004, except for Lori D. Smith for
whom an amended Form 3 was filed. The initial Form 3 filed by Ms. Smith did not
include shares of IDACORP common stock held by her spouse in his 401-k plan or
those of her spouse's mother held by her spouse as conservator.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

GENERAL

The Compensation Committee (the "Committee") of IDACORP (the "Company")
established all components of 2004 compensation for the Chief Executive Officer
and the executive officers of the Company. The Company's executive officers also
serve as executive officers of Idaho Power Company, the Company's primary
subsidiary. Compensation paid to the executive officers and discussed here is
for their services to the Company and all subsidiaries. The Committee is
composed of three non-employee Directors who qualify as independent under the
listing standards of the New York Stock Exchange. The Committee operates under a
written charter which is posted at the Company's website at www.idacorpinc.com.

As part of its function, the Committee discharges the responsibilities of
the Board of Directors relating to compensation of the Chief Executive Officer
and the executive officers and oversight of the Company's compensation and
employee benefit plans and practices. The Committee has the direct
responsibility to (1) review and approve corporate goals and objectives relevant
to Chief Executive Officer compensation, (2) evaluate the Chief Executive
Officer's performance in light of those goals and objectives, (3) either as a
committee or together with the other independent directors (as directed by the
Board), determine and approve the Chief Executive Officer's compensation level
based on this evaluation, (4) make recommendations to the Board with respect to
non-Chief Executive Officer compensation and incentive-compensation plans and
equity-based plans that are subject to Board approval, (5) produce the
Compensation Committee report on executive officer compensation as required by
the Securities and Exchange Commission to be included in the Company's proxy
statement for the annual meeting of shareholders and (6) oversee the Company's
compensation and employee benefit plans and practices. Following the development
of recommendations by the Committee, all issues related to executive
compensation are submitted to the other independent directors of the Board of
Directors for approval. The independent directors approved, without
modification, all executive compensation recommendations of the Committee for
2004. The Committee retains an outside consultant specializing in executive
compensation to provide expertise on the Committee's various responsibilities
and other matters coming before the Committee. The outside consultant does not
do other work for the Company.

COMPENSATION PHILOSOPHY

The Company's compensation philosophy is designed to:

1. manage employee compensation as an investment with the expectation that
employees will contribute to the Company's overall success;

2. be competitive with respect to those companies in the markets in which we
compete for employees, allowing the Company to successfully attract and
retain the qualified employees necessary for long-term success;

3. recognize individuals for their demonstrated ability to perform their
responsibilities and create long-term shareholder value; and

4. balance total compensation with the Company's ability to pay.

COMPENSATION MARKET FOR 2004

As required by its charter, the Committee reviewed the Company's executive
compensation program for 2004, including the goals and objectives of the
program, general and utility industry compensation surveys and compensation
levels at the peer group of companies used for comparison purposes. The previous
peer group of companies was fourteen electric utility holding companies with
similar business lines and average annual revenues of $2.2 billion. After
review, the Committee determined that with the 2003 wind-down of IDACORP Energy
L.P., the IDACORP energy marketing subsidiary, this peer group of companies did
not appropriately reflect the size and complexity of the Company. In July 2003,
the Committee selected twelve comparable electric utility holding companies with
median annual revenues of $1.2 billion as the appropriate group for future
compensation purposes. While this group is different from the EEI 100 Electric
Utilities Index used in the performance graph, the Committee believes this group
is representative of the Company's size, complexity and diversity and is
appropriate for compensation purposes.

2004 BASE SALARIES

The Committee reviews salary ranges for the Chief Executive Officer and the
executive officers annually, using salary comparisons for similar positions in
general and utility industry compensation surveys and in the twelve comparable
electric utility holding companies referred to above. However, in January 2004,
the Committee decided that because 2003 had been a difficult financial year, the
dividend had been reduced to provide funding for future growth and drought
conditions were expected to continue into 2004, 2003 base salary levels for
management would not be adjusted. Therefore, the Chief Executive Officer and the
named executive officers, except for one executive officer who had been recently
promoted, received no base salary increases for 2004.

SHORT-TERM INCENTIVE COMPENSATION

The Executive Incentive Plan ties a portion of the annual compensation of
the Chief Executive Officer and each executive officer to achieving a specified
financial goal. For 2004, the established financial goal was pre-incentive
earnings on common stock for IDACORP with a threshold, target and maximum level.
The threshold level for earnings on common stock was set at $67.5 million, with
the target at $75.1 million and the maximum set at $82.1 million. The award
opportunities varied by position as a percentage of base salary with the award
opportunities for the Chief Executive Officer and the executive officers ranging
from the threshold level of 15 percent to a maximum of 100 percent. The
Executive Incentive Plan does not permit the payment of awards unless there is
payment of awards under the Employee Incentive Plan. The performance levels
within the financial goal were established based upon forecasted performance for
2004. In 2004, IDACORP's pre-incentive earnings on common stock were $81.76
million and, as a result, executive officers received an award equal to 97.6
percent of their maximum award opportunity permitted under the Executive
Incentive Plan. Awards under the Executive Incentive Plan are reflected in the
bonus column of the Summary Compensation Table.

LONG-TERM INCENTIVE COMPENSATION

Long-term incentive grants are intended to develop and retain strong
management through share ownership, recognize future performance and maximize
shareholder value. Restricted stock, performance shares and stock options were
granted to the Chief Executive Officer and the other executive officers in 2004.

The value of each grant is set by the Committee based on a comparison by
position with general and utility industry compensation surveys and compensation
levels at the comparison group and is targeted near the median level.

1. Restricted Stock Plan

a. 2002 Performance Share Grant

In January 2002, a grant of performance shares was made to the
executive officers including the Chief Executive Officer under the 1994
Restricted Stock Plan. That grant was for a three year restricted period through
December 31, 2004, with a target Cumulative Earnings Per Share ("CEPS") of
$9.25. The total CEPS for the three-year restricted period was $4.75 resulting
in these shares being forfeited.

b. 2004 Restricted Stock/Performance Share Grants

(i) Restricted Stock

In January 2004, a grant of restricted stock under the Restricted
Stock Plan was made. These shares vest on December 31, 2007. To receive a final
share award, the Chief Executive Officer and each executive officer must remain
employed (with certain exceptions) with the Company during the entire restricted
period. Dividends are paid on the shares during the restricted period and are
not subject to forfeiture.

(ii) Performance Shares

A grant of performance shares under the Restricted Stock Plan was
made in January 2004, with a three-year restricted period beginning January 1,
2004 and ending December 31, 2006, with a single financial performance goal of
CEPS. To receive a final share award, the Chief Executive Officer and each
executive officer must remain employed, as an officer, during the entire
restricted period (with certain exceptions), and IDACORP must achieve the CEPS
performance goal established by the Committee. Dividends are paid on the
performance shares at the target level during the restricted period and are not
subject to forfeiture.

The restricted stock and performance share grants (expressed as a
percentage of base salary converted into shares of stock based upon the closing
stock price for a share of IDACORP common stock on December 31 of the year
preceding the grant) varied by position. The restricted stock percentage for the
Chief Executive Officer is targeted at 45 percent. For all other executive
officers, the target percentages range from 15 percent to 37 percent. The
performance share percentages for the Chief Executive Officer range from 23
percent if CEPS are earned at the threshold level to a maximum of 68 percent if
CEPS are earned at the maximum level. For all other executive officers, the
percentages range from a threshold level of 8 percent to a maximum of 55
percent. The Committee established the grant percentages for restricted stock
and performance share grants as part of its annual executive compensation
review, and the 2004 grants when combined with other forms of long-term
incentive were at a level above the median target levels among the comparison
group.

2. Stock Options

In January 2004, stock options were granted to the Chief Executive Officer
and the executive officers under the IDACORP 2000 Long-Term Incentive and
Compensation Plan. The exercise price of these options is equal to the fair
market value of IDACORP's common stock on the date of grant. The options vest
ratably over five years (20% per year). The size of each award was determined
based on the criteria for awarding long-term incentives discussed above and
ranged from 2,700 to 9,900 options for each of the Vice Presidents and Senior
Vice Presidents, to 16,600 options for the Executive Vice President to 33,800
options for the Chief Executive Officer.

The 2004 compensation paid to IDACORP executive officers qualified as fully
deductible under federal tax laws. The Committee continues to review the impact
of federal tax laws on executive compensation, including Section 162(m) of the
Internal Revenue Code.

CHIEF EXECUTIVE OFFICER COMPENSATION - 2004

As discussed above, the Committee determined not to increase Mr. Packwood's
base salary for 2004. His 2004 total compensation package (base salary and the
opportunity at the target level in the short-term and long-term incentive
compensation components) was approximately 21.7 percent above the median level
of the total compensation packages for Chief Executive Officers for the new
comparison group. The Committee determined that based upon Mr. Packwood's
experience in the Chief Executive Officer position and the leadership he had
provided the Company in the successful wind down of IDACORP Energy, working
through the Western energy crisis and transitioning the Company from a trading
environment back to a traditional utility environment merited a total
compensation package at a level above the median in the comparison group.

1. Executive Incentive Plan

Mr. Packwood is a participant in the Executive Incentive Plan with a 2004
award opportunity that ranged from a threshold level of 25 percent to a maximum
of 100 percent of base salary. This award level was established based upon the
executive officer compensation review referenced above. In 2004, the Company
achieved 97.6 percent of the IDACORP pre-incentive earnings on common stock
goal, and as a result, Mr. Packwood received an award under the Executive
Incentive Plan of 97.6 percent of his base salary. This award is reflected in
the bonus column of the Summary Compensation Table.

2. Long Term Incentive

a. 2002 Performance Share Grant

In January 2002, a target grant of 5,000 performance shares was made to Mr.
Packwood under the Restricted Stock Plan for a three-year restricted period
through December 31, 2004. As discussed above, the Company did not achieve the
minimum level of performance for the three-year restricted period and as a
result, those shares were forfeited.

b. 2004 Restricted Stock/Performance Share Grants

(i) Restricted Stock

Mr. Packwood received a grant of restricted stock equal to 45 percent
of his base salary in 2004. These shares vest on December 31, 2007 if he remains
continuously employed (with certain exceptions) with the Company during the
entire restricted period. Dividends are paid on the shares during the restricted
period and are not subject to forfeiture.

(ii) Performance Shares

Mr. Packwood received a grant of performance shares at the target
level of 45 percent of his base salary in 2004 and will receive a final share
award after the restricted period ends in December 2006 if he remains employed
by the Company as an officer during the entire restricted period (with certain
exceptions) and IDACORP achieves its CEPS performance goal established by the
Committee. The performance share percentages for Mr. Packwood range from a
threshold level of 23 percent to a maximum of 68 percent. Dividends are paid on
the performance shares at the target level during the restricted period and are
not subject to forfeiture.

In addition, Mr. Packwood received a stock option grant of 33,765 shares in
January 2004 under the IDACORP 2000 Long-Term Incentive and Compensation Plan
with an exercise price set at fair market value on the date of grant. The stock
options vest ratably over a five-year period (20% per year) contingent upon Mr.
Packwood's continued employment with the Company.

Robert A. Tinstman, Chairman
Peter S. O'Neill
Richard G. Reiten

SUMMARY COMPENSATION TABLE

ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------ ------------

AWARDS
------

RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS AWARD(S) STOCK OPTIONS/SARs COMPENSATION(2)
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
------------------ ---- ------- ------- ---------- ------------------ ---------------

Jan B. Packwood 2004 580,000 566,138 261,000(1) 33,800 40,612
President and 2003 580,000 -0- 203,000 136,000 8,000
Chief Executive Officer 2002 580,000 -0- 203,000 91,000 8,000

J. LaMont Keen 2004 350,000 273,315 128,100(1) 16,600 24,634
Executive Vice President 2003 350,000 -0- 105,000 65,000 8,000
2002 350,000 -0- 105,000 44,000 8,000

Darrel T. Anderson 2004 210,000 163,989 76,900(1) 9,900 17,016
Senior Vice President - 2003 185,000 -0- 55,500 35,000 7,186
Administrative Services 2002 185,000 -0- 55,500 7,000 7,846
and Chief Financial
Officer

Robert W. Stahman 2004 200,000 117,140 30,000(1) 3,900 13,974
Vice President, General 2003 200,000 -0- 50,000 9,000 7,999
Counsel and Secretary 2002 200,000 -0- 50,000 6,000 8,000
(Retired)

A. Bryan Kearney 2004 183,000 107,183 27,500(1) 3,600 12,509
Vice President & Chief 2003 183,000 -0- 45,750 9,000 7,320
Information Officer 2002 183,000 -0- 45,750 6,000 7,199

Gregory W. Panter 2004 138,000 80,827 20,700(1) 2,700 9,404
Vice President, 2003 138,000 -0- 34,500 6,000 5,520
Public Affairs 2002 138,000 -0- 34,500 4,000 7,611

----------

(1) Includes restricted stock that vests on December 31, 2007 and performance
shares at target level with a three-year performance period. Dividends are
paid on the restricted stock and on the performance shares at target level
when and as paid on the IDACORP common stock and are included in the "All
Other Compensation" column. The aggregate restricted stock holdings as of
December 31, 2004 are as follows: Mr. Packwood - 30,622 ($936,114); Mr.
Keen - 15,377 ($470,074); Mr. Anderson - 8,742 ($267,242); Mr. Stahman -
5,252 ($160,553); Mr. Kearny - 4,808 ($146,980) and Mr. Panter 3,623
($110,755).

(2) Represents the Company's contribution to the Employee Savings Plan (401-k
plan) and dividends paid on restricted stock and performance shares, as
follows:

401-k Dividends
----- ---------

Mr. Packwood 8,030 32,582
Mr. Keen 8,200 16,434
Mr. Anderson 7,831 9,185
Mr. Stahman 7,999 5,975
Mr. Kearney 7,039 5,470
Mr. Panter 5,281 4,123

OPTION / SAR GRANTS IN FISCAL YEAR 2004

% of Total
Number of Securities Options / SARs
Underlying Granted to Exercise or Grant Date
Options / SARs Employees in Base Price Present Value
Name Granted (#) (1) Fiscal Year 2004 ($ / Share) Expiration Date ($) (2)
---- --------------- ---------------- ----------- --------------- -------

Jan B. Packwood 33,800 23.8 31.21 January 14, 2014 261,274
J. LaMont Keen 16,600 11.7 31.21 January 14, 2014 128,318
Darrel T. Anderson 9,900 7.0 31.21 January 14, 2014 76,527
Robert W. Stahman 3,900 2.7 31.21 January 14, 2014 30,147
A. Bryan Kearney 3,600 2.5 31.21 January 14, 2014 27,828
Gregory W. Panter 2,700 1.9 31.21 January 14, 2014 20,871

----------

(1) Options were granted pursuant to the 2000 Long-Term Incentive and
Compensation Plan. The options vest 20% per year and accelerate upon a
change in control.

(2) The grant date values were calculated using a binomial option-pricing
model. Options were assumed to be exercised seven years after the date of
grant. A risk-free interest rate of 3.97%, stock price volatility of 29%
and a dividend yield of 3.84% were used in the calculation of the fair
value of the option grant. The actual value of the options will depend on
the market value of the Company's common stock on the dates the options are
exercised. No realization of value from the options is possible without an
increase in the price of the Company's common stock, which would benefit
all shareholders commensurately.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

Number Of Securities Underlying Value Of Unexercised
Unexercised Options/SARs In-The-Money Options/SARs
At Fiscal Year-End (1) At Fiscal Year-End
Shares
Acquired Value (#) (#) ($) ($)
Name On Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------

Jan B. Packwood - - 179,600 241,200 208,080 832,320
J. LaMont Keen - - 80,600 115,000 99,450 397,800
Darrel T. Anderson - - 12,200 43,700 53,550 214,200
Robert W. Stahman - - 6,600 16,300 13,770 55,080
A. Bryan Kearney - - 6,600 16,000 13,770 55,080
Gregory W. Panter - - 2,800 9,900 9,180 36,720

(1) Vesting is accelerated upon a change in control.

DIRECTOR COMPENSATION

All Directors of IDACORP also serve as directors of Idaho Power Company.
The compensation discussed in this section is for service on both boards. During
2004, each Director who was not an employee of IDACORP received $1,000 for each
Board meeting and for each committee meeting attended (this amount has increased
to $1,250 in 2005). Non-employee Directors who are chairmen of Board committees
received monthly retainers in excess of other non-employee directors. The
Chairman of the Audit Committee received $2,295 per month (this amount has
increased to $3,125 in 2005). The Chairman of the Compensation Committee
received $2,295 per month (this amount has increased to $2,916 in 2005) and the
Chairman of the Corporate Governance Committee received $1,962 per month (this
amount has increased to $2,583 in 2005); other non-employee Directors received
$1,670 per month (this amount has increased to $2,083 in 2005). In addition,
each non-employee Director including the non-executive Chairman received an
annual stock grant under the Non-Employee Director Compensation Plan of IDACORP
common stock equal to approximately $16,000, or 611 shares, in June of 2004
(this amount has increased to $40,000 in 2005). Each non-employee Director
including the non-executive Chairman received a regularly scheduled grant under
the IDACORP 2000 Long-Term Incentive and Compensation Plan in January of 2004 of
3,000 stock options vesting ratably over five years (there will be no stock
options granted to Directors in 2005). Mr. Miller, as non-executive Chairman of
the Board, received a monthly retainer of $6,500 (this amount has increased to
$7,000 in 2005). Mr. Miller does not receive meeting fees for either Board or
committee meetings.

Some of the IDACORP Directors serve on subsidiary boards. During 2004, each
Director on a subsidiary board (other than Idaho Power) who was not an employee
of IDACORP or any of its subsidiaries received meeting fees and a monthly
retainer. Messrs. Lemley, Reiten and Tinstman serve on the IDACORP Technologies,
Inc. board of directors. During 2004, they received $600 for each board meeting
attended and a monthly retainer of $750. IDACORP Technologies held four meetings
in 2004. Mr. O'Neill serves on the IDACORP Financial Services board of
directors. During 2004, he received $600 for each board meeting attended and a
monthly retainer of $750. IDACORP Financial Services held four meetings in 2004.
Ms. Smith serves on the IDACOMM, Inc. board of directors. During 2004, she
received $600 for each board meeting and a monthly retainer of $750 which was
first paid in July of 2004. Ms. Smith attended three meetings in 2004.

Directors may defer all or a portion of any retainers and meeting fees
under a deferred compensation plan. Under the plan, at retirement, Directors may
elect to receive one lump-sum payment of all amounts deferred with interest (the
interest rate is equal to the Moody's Long-Term Corporate Bond Yield Average
rate, plus three percent), or a series of up to 10 equal annual payments,
depending upon the specific deferral arrangement. A special account is
maintained on the books showing the amounts deferred and the interest accrued
thereon.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS

On January 3, 2005, IDACORP, Inc. and all subsidiaries and affiliates,
entered into a Consulting Agreement with Robert W. Stahman. Mr. Stahman,
formerly Vice President, General Counsel and Secretary for the Company, retired
on December 31, 2004. The Consulting Agreement is for a two year term commencing
January 3, 2005 and is subject to automatic one year extensions on each
anniversary following January 3, 2006, unless either party gives 90 days prior
written notice not to extend. The Consulting Agreement provides that Mr. Stahman
will provide legal services that may be required by the Company from time to
time during the term and that the Company will compensate him at the rate of
$200 per hour. Mr. Stahman will not work more than 100 hours per month or more
than 1,000 hours prior to January 3, 2007 without prior written consent. IDACORP
may terminate the Consulting Agreement for cause.

IDACORP has entered into Change of Control Agreements with the Named
Executive Officers, except Mr. Stahman. The Agreements become effective for a
three-year period upon a change of control of IDACORP. If a change of control
occurs, the Agreements provide that specified payments and benefits would be
paid in the event of termination of the Executive's employment (i) by IDACORP,
other than for cause, death or disability, or (ii) by the Executive for
constructive discharge or retirement, at any time when the Agreements are in
effect. In such event, each of the Named Executive Officers would receive
payment of an amount equal to two and one-half times his or her annual
compensation, which shall be the highest combined amount of base salary and
bonus received by the Named Executive Officer in any one of the five years
preceding termination. In addition, under these Agreements, each of the Named
Executive Officers would receive (i) the immediate vesting of restricted stock
granted prior to the change in control; (ii) outplacement services for 12 months
not to exceed $12,000 and (iii) all benefits for a period of 24 months under the
welfare benefit plans.

For these purposes "cause" means the Executive's fraud or dishonesty which
has resulted or is likely to result in material economic damage to IDACORP or a
subsidiary of IDACORP, as determined in good faith by a vote of at least
two-thirds of the non-employee directors of IDACORP at a meeting of the Board at
which the executive is provided an opportunity to be heard. "Constructive
discharge" includes material failure by IDACORP to comply with the Agreement,
relocation and certain reductions in compensation.

A "change of control" is defined as (i) the acquisition by a party or
certain related parties of 20% or more of IDACORP's voting securities; (ii) a
purchase by a person of 20% or more of the outstanding stock pursuant to a
tender or exchange offer; (iii) shareholder approval of a merger or similar
transaction after which IDACORP's shareholders will hold 50% or less of the
voting securities of the surviving entity or (iv) a change in a majority of the
Board of Directors within a 24-month period without the approval of two-thirds
of the members of the Board.

PERFORMANCE GRAPH
Source: Bloomberg and Edison Electric Institute

Comparison of Cumulative Total Shareholder Return
$100 Invested December 31, 1999

[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL]

EEI 100
IDACORP S & P 500 Electric Utilities
------- --------- ------------------

1999 $100.00 $100.00 $100.00
2000 191.96 90.90 147.97
2001 166.75 80.10 134.96
2002 108.42 62.41 115.08
2003 139.71 80.30 142.10
2004 148.65 89.03 174.56

Periods Ending December 31

The table shows a Comparison of Five-Year Cumulative Total Shareholder
Return for IDACORP Common Stock, the S&P 500 Index and the Edison Electric
Institute (EEI) 100 Electric Utilities Index. The data assumes that $100 was
invested on December 31, 1999, with beginning-of-period weighting of the peer
group indices (based on market capitalization) and monthly compounding of
returns.

EEI 100
IDACORP S & P 500 Electric Utilities
------- --------- ------------------

1999 $100.00 $100.00 $100.00
2000 191.96 90.90 147.97
2001 166.75 80.10 134.96
2002 108.42 62.41 115.08
2003 139.71 80.30 142.10
2004 148.65 89.03 174.56

RETIREMENT BENEFITS

The following table sets forth the estimated annual retirement benefits
payable under the Idaho Power Company Retirement Plan (a qualified defined
benefit pension plan for all regular employees) and under the Idaho Power
Company Security Plan for Senior Management Employees (a non-qualified defined
benefit plan for senior management employees). The plans cover employees of
IDACORP.

PENSION PLAN TABLE

REMUNERATION YEARS OF SERVICE
------------------------------------------------------------------------------------------------------------
10 15 20 25 30 35

$125,000 $ 75,000 $ 81,250 $ 87,500 $ 93,750 $ 93,750 $ 93,750
$150,000 $ 90,000 $ 97,500 $105,000 $112,500 $112,500 $112,500
$175,000 $105,000 $113,750 $122,500 $131,250 $131,250 $131,250
$200,000 $120,000 $130,000 $140,000 $150,000 $150,000 $150,000
$225,000 $135,000 $146,250 $157,500 $168,750 $168,750 $168,750
$250,000 $150,000 $162,500 $175,000 $187,500 $187,500 $187,500
$275,000 $165,000 $178,750 $192,500 $206,250 $206,250 $206,250
$300,000 $180,000 $195,000 $210,000 $225,000 $225,000 $225,000
$325,000 $195,000 $211,250 $227,500 $243,750 $243,750 $243,750
$350,000 $210,000 $227,500 $245,000 $262,500 $262,500 $262,500
$375,000 $225,000 $243,750 $262,500 $281,250 $281,250 $281,250
$400,000 $240,000 $260,000 $280,000 $300,000 $300,000 $300,000
$450,000 $270,000 $292,500 $315,000 $337,500 $337,500 $337,500
$500,000 $300,000 $325,000 $350,000 $375,000 $375,000 $375,000
$550,000 $330,000 $357,500 $385,000 $412,500 $412,500 $412,500
$600,000 $360,000 $390,000 $420,000 $450,000 $450,000 $450,000
$650,000 $390,000 $422,500 $455,000 $487,500 $487,500 $487,500
$700,000 $420,000 $455,000 $490,000 $525,000 $525,000 $525,000
$750,000 $450,000 $487,500 $525,000 $562,500 $562,500 $562,500
$800,000 $480,000 $520,000 $560,000 $600,000 $600,000 $600,000
$850,000 $510,000 $552,500 $595,000 $637,500 $637,500 $637,500

Benefits under the Retirement Plan for Executive Management at normal
retirement age are calculated on years of credited service using the average of
the highest five consecutive years' salary plus bonus (as reported in the
Summary Compensation Table) in the last 10 years before retirement. Benefits
under the Security Plan for Senior Management Employees are based upon a similar
average

of the highest five consecutive years of salary plus bonus in the last 10 years
before retirement, using a normal retirement age of 62 years, years of
participation as a senior management employee, and are payable over the
participant's lifetime. Generally, total retirement benefits from the Retirement
Plan and Security Plan for Senior Management Employees will range from 60
percent to 75 percent of the participant's average salary plus bonus in the
highest five consecutive years in the last 10 years of employment. Idaho Power
Company has established a trust which is made up of trust-owned life insurance,
stocks and fixed income securities, the value of which is sufficient to cover
the liabilities of the Security Plan. Effective August 1, 1996, Idaho Power
Company terminated its Supplemental Employee Retirement Plan (a non-qualified
plan that provided benefits that would otherwise have been denied to
participants by reason of certain Internal Revenue Code limitations on qualified
plan benefits). Benefits payable from the Retirement Plan and the Security Plan
are included in the table above. Benefits shown above are not subject to any
deduction for Social Security benefits or other offset amounts.

As of December 31, 2004, the final five-year average salary plus bonus
under the retirement plans as referred to above for the Executive Officers named
in the Summary Compensation Table are: Mr. Packwood, $695,000; Mr. Keen,
$401,080; Mr. Anderson, $207,568; Mr. Stahman, $229,800; Mr. Kearney, $203,100
and Mr. Panter, $125,724.23. Years of credited service under the Retirement Plan
and years of participation as a senior management employee are, respectively:
Mr. Packwood, 35, 28, Mr. Keen, 31, 22; Mr. Anderson 8, 9; Mr. Stahman 27, 22;
Mr. Kearney 5, 5 and Mr. Panter 17, 12.

ANNUAL REPORT

The IDACORP 2004 annual report to shareholders, which includes the combined
Annual Report on Form 10-K for the year ended December 31, 2004 of IDACORP and
Idaho Power Company, was mailed along with this Proxy Statement on or about
April 11, 2005 to all shareholders of record.

SHARED ADDRESS SHAREHOLDERS

In accordance with a notice sent to eligible shareholders who share a
single address, IDACORP is sending only one annual report to shareholders and
proxy statement to that address unless IDACORP received instructions to the
contrary from any shareholder at that address. This practice, known as
"householding," is designed to reduce IDACORP's printing and postage costs.
However, if a shareholder of record residing at such address wishes to receive a
separate annual report to shareholders or proxy statement in the future, he or
she may contact Investor Relations, 1221 West Idaho Street, Boise, Idaho
83702-5610, telephone 1-800-635-5406. Eligible shareholders of record receiving
multiple copies of IDACORP's annual report to shareholders and proxy statement
can request householding by contacting IDACORP in the same manner. Shareholders
who own shares through a bank, broker or other nominee can request householding
by contacting the nominee.

IDACORP hereby undertakes to deliver promptly, upon written or oral
request, a separate copy of the annual report to shareholders, or proxy
statement, as applicable, to a shareholder at a shared address to which a single
copy of the document was delivered. Requests should be addressed to Investor
Relations at the address set forth above.

2006 ANNUAL MEETING OF SHAREHOLDERS

Nominations for Director may be made only by the Board of Directors or by a
shareholder entitled to vote who has delivered written notice to the Secretary
of IDACORP not later than 120 days prior to the first anniversary of the date on
which IDACORP first mailed its proxy materials for the preceding year's annual
meeting. The notice must contain certain information specified in the Bylaws, a
copy of which may be obtained by writing to the Secretary.

Rule 14a-4 of the Securities and Exchange Commission's proxy rules allows a
company to use discretionary voting authority to vote on matters coming before
an annual meeting of shareholders, if the company does not have notice of the
matter at least 45 days before the date corresponding to the date on which the
company first mailed its proxy materials for prior year's annual meeting of
shareholders or the date specified by an advance notice provision in the
company's bylaws. The Bylaws of IDACORP contain such an advance notice
provision. Under the Bylaws, no business may be brought before an annual meeting
of the shareholders except as specified in the notice of the meeting or as
otherwise properly brought before the meeting by or at the direction of the
Board or by a shareholder entitled to vote who has delivered written notice to
the Secretary of IDACORP not later than 120 days prior to the first anniversary
of the date on which IDACORP first mailed its proxy materials for the preceding
year's annual meeting. The notice must contain certain information specified in
the Bylaws, a copy of which may be obtained by writing to the Secretary.

For the 2006 Annual Meeting of Shareholders, expected to be held on May 18,
2006, IDACORP shareholders must submit such nominations or proposals to the
Secretary of IDACORP no later than December 12, 2005.

The requirements referred to above are separate and apart from the
Securities and Exchange Commission's requirements that a shareholder must meet
in order to have a shareholder proposal

included in the proxy statement under Rule 14a-8. For the 2006 Annual Meeting of
Shareholders, expected to be held on May 18, 2006, any shareholder who wishes to
submit a proposal for inclusion in the proxy materials pursuant to Rule 14a-8
must submit such proposal to the Secretary of IDACORP on or before December 12,
2005.

It is requested that each shareholder who cannot attend the meeting vote
his or her proxy or proxies without delay.

EXHIBIT A

INDEPENDENCE STANDARDS
IDACORP, INC. BOARD OF DIRECTORS
EXCERPT FROM CORPORATE GOVERNANCE GUIDELINES

II. SELECTION AND COMPOSITION

B. Independence of the Board

The Board shall be comprised of a majority of directors who qualify as
independent directors ("Independent Directors") under the listing standards
of the New York Stock Exchange ("NYSE") and meet the applicable
requirements of the Sarbanes-Oxley Act of 2002 ("SOX Act") and any
applicable Securities and Exchange Commission ("SEC") rules and
regulations. References in this Section II.B. to the "Company" include any
parent or subsidiary in a consolidated group with the Company.

The Board shall review annually the relationships that each director
has with the Company (either directly or as a partner, shareholder or
officer of an organization that has a relationship with the Company).
Following such annual review, only those directors who the Board
affirmatively determines have no material relationship with the Company
(either directly or as a partner, shareholder or officer of an organization
that has a relationship with the Company) will be considered Independent
Directors, subject to additional qualifications prescribed under the
listing standards of the NYSE and under applicable law, including the SOX
Act.

To be considered independent, the Board must affirmatively determine
that a director does not have any direct or indirect material relationship
with the Company. A director is not independent if:

1. The director is, or has been within the last three years, an employee
of the Company, or an immediate family member is, or has been within the
last three years, an executive officer(1) of the Company; provided,
however, that a director's employment as an interim Chairman or Chief
Executive Officer or other executive officer shall not disqualify the
director from being considered independent following such employment.

"Immediate family member" includes a person's spouse, parents,
children, siblings, mothers and fathers-in-law, sons and daughters-in-law,
brothers and sisters-in-law, and anyone (other than domestic employees) who
shares such person's home. When applying the three-year look back
provisions in subsections (1) through (5) of this Section II.B., the Board
need not consider individuals who are no longer immediate family members as
a result of legal separation or divorce or those who have died or become
incapacitated.

2. The director has received, or has an immediate family member who has
received, during any twelve-month period within the last three years, more
than $100,000 in direct compensation from the Company, other than director
and committee fees and pension or other forms of deferred compensation for
prior service (provided such compensation is not contingent

----------
The term "executive officer" has the same meaning specified for the term
"officer" in Rule 16a-1(f) under the Securities Exchange Act of 1934 and
means the Company's president, principal financial officer, principal
accounting officer (or, if there is no such accounting officer, the
controller), any vice-president of the Company in charge of a principal
business unit, division or function (such as sales, administration or
finance), any other officer who performs a policy-making function, or any
other person who performs similar policy-making functions for the Company.
Officers of the Company's subsidiaries shall be deemed executive officers
of the Company if they perform such policy-making functions for the
Company.

A-1

in any way on continued service); provided, however, that compensation
received by a director for former service as an interim Chairman or interim
Chief Executive Officer or other executive officer and compensation
received by an immediate family member for service as an employee of the
Company (other than an executive officer) need not be considered by the
Board in making this determination.

3. (A) The director or an immediate family member is a current partner of
a firm that is the Company's internal or external auditor; (B) the director
is a current employee of such a firm; (C) the director has an immediate
family member who is a current employee of such a firm and who participates
in the firm's audit, assurance or tax compliance (but not tax planning)
practice; or (D) the director or an immediate family member was within the
last three years (but is no longer) a partner or employee of such a firm
and personally worked on the Company's audit within that time.

4. The director or an immediate family member is, or has been within the
last three years, employed as an executive officer of another company where
any of the Company's present executive officers at the same time serves or
served on that company's compensation committee.

5. The director is a current employee, or an immediate family member is a
current executive officer, of a company that has made payments to, or
received payments from, the Company for property or services (except where
the payments are for electrical energy purchased or sold under a purchase
or sale arrangement that is approved by a state or federal regulatory
agency) in an amount which, in any of the last three fiscal years, exceeds
the greater of $1 million, or 2% of such other company's consolidated gross
revenues.

In addition, the Board has established the following guidelines to
assist it in determining director independence:

(i) For purposes of subsection (5) above, both the payments and
the consolidated gross revenues to be measured shall be those
reported in the last completed fiscal year. The look-back
provision for this test applies solely to the financial
relationship between the Company and the director or immediate
family member's current employer; the Board need not consider
former employment of the director or immediate family member.

(ii) For purposes of subsection (5) above, contributions to tax
exempt organizations shall not be considered "payments,"
provided, however, that, as required by the NYSE Rules, the
Company will disclose in its annual proxy statement any such
contributions made by the Company to any tax exempt
organization in which any independent director serves as an
executive officer if, within the preceding three years,
contributions in any single fiscal year from the Company to
the organization exceeded the greater of $1 million, or 2% of
such tax exempt organization's consolidated gross revenues.

(iii) The following tax exempt relationships will not be considered
to be material relationships that would impair a director's
independence: if a Company director serves as an officer,
director or trustee of a tax exempt organization, and the
Company's annual tax exempt contributions to the organization
are less than one percent of that organization's total annual
tax exempt receipts. The Board will annually review all tax
exempt relationships of directors.

A-2

(iv) A transaction shall not be deemed material if it, together
with all related transactions with the same director, does not
involve more than $10,000 or involves only the reimbursement
of expenses reasonably incurred by the director in connection
with his or her services as a director of the Company.

(v) For relationships not covered by the guidelines above, the
determination of whether the relationship is material or not,
and therefore whether the director would be independent or
not, shall be made by the Board. The Board shall explain in
the next proxy statement the basis for any Board determination
that a relationship was not material, identify the independent
directors and explain the basis for the determination of
independence.

(vi) To facilitate implementation of the foregoing, each director
shall provide to the Chairman of the Board a brief description
of each relationship or transaction between such director and
the Company. Relationships include, but are not limited to,
commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships.

A-3

EXHIBIT B

IDACORP, Inc.
Audit Committee
Policy For Pre-Approval of Independent Auditor Services
Adopted February 4, 2004

BACKGROUND:
----------

The Sarbanes-Oxley Act of 2002, Section 10A(i) of the Securities Exchange
Act of 1934, as amended, Regulation S-X Section 2-01(c) (7) and the Company's
Audit Committee Charter require the Audit Committee to pre-approve all audit and
permitted non-audit services provided to the Company by the independent auditor.

In order to comply with these requirements, and to ensure both the
appearance and certainty of independence on behalf of the independent auditors,
the Audit Committee hereby establishes the following policies:

POLICY:
------

I. STATEMENT OF PRINCIPLES

In addition to the audits of the Company's consolidated financial
statements, the independent auditor may be engaged to provide Audit-Related
Services, Tax Services and All Other Services. The Audit Committee is required
to pre-approve all services performed by the independent auditor in order to
assure that the provision of such services does not impair the auditor's
independence. Unless a type of service to be provided by the independent auditor
has received general pre-approval, it will require specific pre-approval by the
Audit Committee. Any proposed services exceeding pre-approved cost levels will
require specific pre-approval by the Audit Committee.

Any request to engage the independent auditor to provide a service which
has not received general pre-approval shall be submitted as a written proposal
to the Chief Financial Officer (CFO) with a copy to the General Counsel. Such
request shall include a detailed description of the service to be provided, the
proposed fee and the business reasons for engaging the independent auditor to
provide the service. Upon approval by the CFO, the General Counsel and the
independent auditor that the proposed engagement complies with the terms of this
Policy and the applicable rules and regulations, the request shall be presented
to the Committee or the Committee Chairman, as the case may be, for
pre-approval.

In determining whether to pre-approve the engagement of the independent
auditor, the Committee or the Committee Chairman, as the case may be, shall
consider, among other things, this Policy, applicable rules and regulations and
whether the nature of the engagement and the related fees are consistent with
the following principles, as stated in the SEC's adopting release for the rules
on auditor independence:

o the independent auditor cannot function in the role of management of
the Company;
o the independent auditor cannot audit its own work;
o the independent auditor cannot serve in an advocacy role on behalf of
the Company.

The appendices to this Policy describe the Audit, Audit-Related, Tax and
All Other Services that have the general pre-approval of the Audit Committee.
The term of any pre-approval is 12 months from

B-1

the date of pre-approval, unless the Audit Committee specifically provides for a
different period. The Audit Committee will periodically revise the list of
pre-approved services, based on subsequent determinations.

II. DELEGATION

The Audit Committee may delegate pre-approval authority to one or more of
its members. The Audit Committee hereby delegates to the Chairman of the
Committee pre-approval authority for proposed audit and audit-related services.
The Chairman shall report any pre-approval decisions to the Audit Committee at
its next scheduled meeting.

III. DEFINITIONS

Audit Services: those services which only the independent auditor can
reasonably provide, including tax services and accounting consultation necessary
to perform an audit of the consolidated financial statements of the Company;
services in connection with statutory and regulatory filings or engagements;
statutory audits or financial audits for subsidiaries or affiliates; attest
services, including attestation of management's report on internal controls;
services associated with registration statements, periodic reports and other
documents filed with or furnished to the Securities and Exchange Commission,
including comfort letters, consents and assistance in responding to SEC comment
letters; and consultations by the Company as to the accounting or disclosure
treatment of transactions or events and/or the actual or potential impact of
final or proposed rules, standards or interpretations by the SEC, FASB, or other
regulatory or standard setting bodies (other than services which are
Audit-Related Services and have been separately pre-approved).

Audit-Related Services: assurances and related services that are reasonably
related to the performance of the audit or review of the Company's financial
statements and that are traditionally performed by the independent auditor
including employee benefit plan audits; due diligence related to mergers,
acquisitions or dispositions; accounting consultations and audits in connection
with acquisitions or dispositions; internal control reviews and assistance with
internal control reporting requirements; attest services related to financial
reporting that are not required by statute or regulation; consultations
concerning financial accounting and reporting standards and consultations by the
Company's management as to the accounting or disclosure treatment of
transactions or events and/or the actual or potential impact of final or
proposed rules, standards or interpretations by the SEC, FASB, or other
regulatory or standard setting bodies (other than services that are Audit
Services and have been separately pre-approved); statutory, subsidiary or equity
investee audits incremental to the audit of the consolidated financial
statements; general assistance with the implementation of the requirements of
Sarbanes-Oxley, SEC rules and NYSE listing standards; and agreed-upon or
expanded audit procedures relating to accounting and/or billing records required
to respond to or comply with financial, accounting or regulatory reporting
matters.

Tax Services: tax compliance (preparation of original and amended tax
returns, claims for refund and tax payment planning services); other tax advice
(assistance with tax audits and appeals, tax advice related to mergers and
acquisitions, employee benefit plans and requests for rulings or technical
advice from taxing authorities); tax planning.

All Other Services: any other work that is not an Audit Service,
Audit-Related Service or a Tax Service.

B-2

IV. AUDIT SERVICES

The annual Audit Services engagement terms and fees will be subject to the
specific pre-approval of the Audit Committee. The Audit Committee will approve,
if necessary, any changes in terms, conditions and fees resulting from changes
in audit scope, Company structure or other matters.

In addition to the annual Audit Services engagement approved by the Audit
Committee, the Audit Committee may grant pre-approval for other Audit Services.
The Audit Committee has pre-approved the Audit Services listed in Appendix A.
All Audit Services not listed in Appendix A must be separately pre-approved by
the Audit Committee.

V. AUDIT-RELATED SERVICES

The Audit Committee believes that the provision of Audit-Related Services
does not impair the independence of the auditor and has pre- approved the
Audit-Related Services listed in Appendix B. All Audit-Related Services not
listed in Appendix B must be separately pre-approved by the Audit Committee.

VI. TAX SERVICES

The Audit Committee believes that the independent auditor can provide
certain Tax Services to the Company without impairing the auditor's
independence. The Audit Committee has pre-approved the Tax Services listed in
Appendix C. All Tax Services not listed in Appendix C must be separately
pre-approved by the Audit Committee.

VII. ALL OTHER SERVICES

The Audit Committee may grant pre-approval to those permissible non-audit
services classified as All Other Services that it believes are routine and
recurring services and would not impair the independence of the auditor. The
Audit Committee has pre-approved the All Other Services listed in Appendix D.
Permissible All Other Services not listed in Appendix D must be separately
pre-approved by the Audit Committee.

A list of the SEC's prohibited non-audit services is attached to this
policy as Exhibit I. The SEC's rules and relevant guidance should be consulted
to determine the precise definitions of these services and the applicability of
exceptions to certain of the prohibitions.

VIII. FEE LEVEL REVIEW

A fee level review for all services to be provided by the independent
auditor will be periodically performed by the Audit Committee.

IX. SUPPORTING DOCUMENTATION

With respect to each proposed service, the independent auditor will provide
detailed back-up documentation regarding the specific services to be provided.
This documentation will be provided to the Audit Committee.

X. PROCEDURES

Requests or applications to provide services that require separate approval
by the Audit Committee will be submitted to the Audit Committee by the
independent auditor, the Chief Financial Officer and the General Counsel, and
must include a joint statement as to whether, in their view, the request or
application is consistent with the SEC's rules on auditor independence.

B-3

EXHIBIT I

Prohibited Non-Audit Services
-----------------------------

o Bookkeeping or other services related to the accounting records or
financial statements of the Company

o Financial information systems design and implementation

o Appraisal or valuation services, fairness opinions or
contribution-in-kind reports

o Actuarial services

o Internal audit outsourcing services

o Management functions

o Human resources

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o Legal services

o Expert services unrelated to the audit

EXHIBIT C

IDACORP, INC.
2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN

Article 1. Establishment, Purpose and Duration

1.1 Establishment of the Plan. IDACORP, Inc., an Idaho corporation
(hereinafter referred to as the "Company"), hereby establishes an incentive and
compensation plan for officers, key employees and directors, to be known as the
"IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan" (hereinafter
referred to as the "Plan"), as set forth in this document. The Plan permits the
grant of nonqualified stock options (NQSO), incentive stock options (ISO), stock
appreciation rights (SAR), restricted stock, restricted stock units, performance
units, performance shares and other awards.

The Plan shall become effective when approved by the shareholders at the
2000 Annual Meeting of Shareholders (the "Effective Date") and shall remain in
effect as provided in Section 1.3 herein.

1.2 Purpose of the Plan. The purpose of the Plan is to promote the success
and enhance the value of the Company by linking the personal interests of
Participants to those of Company shareholders and customers.

The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract and retain the services of Participants upon whose
judgment, interest and special effort the successful conduct of its operations
is largely dependent.

1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as
described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 15 herein, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions.

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when such meaning is intended, the initial letter of the word
is capitalized:

2.1 Award means, individually or collectively, a grant under the Plan of
NQSOs, ISOs, SARs, Restricted Stock, Restricted Stock Units, Performance Units,
Performance Shares or any other type of award permitted under Article 10 of the
Plan.

2.2 Award Agreement means an agreement entered into by each Participant and
the Company, setting forth the terms and provisions applicable to an Award
granted to a Participant under the Plan.

2.3 Base Value of an SAR shall have the meaning set forth in Section 7.1
herein.

2.4 Board or Board of Directors means the Board of Directors of the
Company.

2.5 Change in Control means the earliest of the following to occur:

(a) the public announcement by the Company or by any Person (which, for
this purpose, shall not include the Company, any Subsidiary of the Company or
any employee benefit plan of the Company

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or of any Subsidiary of the Company) ("Person") that such Person, who or which,
together with all Affiliates and Associates (within the meanings ascribed to
such terms in Rule 12b-2 of the Exchange Act) of such Person, shall be the
beneficial owner of twenty percent (20%) or more of the voting stock then
outstanding;

(b) the commencement of, or after the first public announcement of any
Person to commence, a tender or exchange offer the consummation of which would
result in any Person becoming the beneficial owner of voting stock aggregating
thirty percent (30%) or more of the then outstanding voting stock;

(c) the announcement of any transaction relating to the Company
required to be described pursuant to the requirements of Item 6(e) of Schedule
14A of Regulation 14A of the Securities and Exchange Commission under the
Exchange Act;

(d) a proposed change in the constituency of the Board such that,
during any period of two (2) consecutive years, individuals who at the beginning
of such period constitute the Board cease for any reason to constitute at least
a majority thereof, unless the election or nomination for election by the
shareholders of the Company of each new director was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who were members of
the Board at the beginning of the period;

(e) the Company enters into an agreement of merger, consolidation,
share exchange or similar transaction with any other corporation other than a
transaction which would result in the Company's voting stock outstanding
immediately prior to the consummation of such transaction continuing to
represent (either by remaining outstanding or by being converted into voting
stock of the surviving entity) at least two-thirds of the combined voting power
of the Company's or such surviving entity's outstanding voting stock immediately
after such transaction;

(f) the Board approves a plan of liquidation or dissolution of the
Company or an agreement for the sale or disposition by the Company (in one
transaction or a series of transactions) of all or substantially all of the
Company's assets to a Person which is not an affiliate of the Company other than
a transaction(s) for the purpose of dividing the Company's assets into separate
distribution, transmission or generation entities or such other entities as the
Company may determine; or

(g) any other event which shall be deemed by a majority of the
Executive Committee of the Board to constitute a "Change in Control."

2.6 Code means the Internal Revenue Code of 1986, as amended from time to
time.

2.7 Committee means the committee, as specified in Article 3, appointed by
the Board to administer the Plan with respect to Awards.

2.8 Company means IDACORP, Inc., an Idaho corporation, or any successor
thereto as provided in Article 17 herein.

2.9 Covered Employee means any Participant who would be considered a
"covered employee" for purposes of Section 162(m) of the Code.

2.10 Director means any individual who is a member of the Board of
Directors of the Company.

2.11 Disability means the continuous inability of an Employee because of
illness or injury to engage in any occupation or employment for wage or profit
with the Company or any other employer

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(including self-employment) for which he is reasonably qualified by education,
training or experience. An Employee will not be considered disabled during any
period unless he is under the regular care and attendance of a duly qualified
physician.

2.12 Dividend Equivalent means, with respect to Shares subject to an Award,
a right to be paid an amount equal to dividends declared on an equal number of
outstanding Shares.

2.13 Eligible Person means an individual who is eligible to participate in
the Plan, as set forth in Section 5.1 herein.

2.14 Employee means an individual who is paid on the payroll of the Company
or of the Company's Subsidiaries, who is not covered by any collective
bargaining agreement to which the Company or any of its Subsidiaries is a party,
and is classified in the payroll system as a regular full-time, part-time or
temporary employee. For purposes of the Plan, transfer of employment of a
Participant between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.

2.15 Exchange Act means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

2.16 Exercise Period means the period during which an SAR or Option is
exercisable, as set forth in the related Award Agreement.

2.17 Fair Market Value means the fair market value of a Share as determined
in good faith by the Committee or pursuant to a procedure specified in good
faith by the Committee; provided, however, that if the Committee has not
specified otherwise, Fair Market Value shall mean the closing price of a Share
as reported in the consolidated transaction reporting system, or, if there was
no such sale on the relevant date, then on the last previous day on which a sale
was reported.

2.18 Freestanding SAR means an SAR that is not a Tandem SAR.

2.19 Incentive Stock Option or ISO means an option to purchase Shares,
granted under Article 6 herein, which is designated as an Incentive Stock Option
and satisfies the requirements of Section 422 of the Code.

2.20 Nonqualified Stock Option or NQSO means an option to purchase Shares,
granted under Article 6 herein, which is not intended to be an Incentive Stock
Option under Section 422 of the Code.

2.21 Option means an Incentive Stock Option or a Nonqualified Stock Option.

2.22 Option Exercise Price means the price at which a Share may be
purchased by a Participant pursuant to an Option, as determined by the Committee
and set forth in the Option Award Agreement.

2.23 Participant means an Eligible Person who has outstanding an Award
granted under the Plan.

2.24 Performance Goals means the performance goals established by the
Committee, which shall be based on one or more of the following measures: sales
or revenues, earnings per share, shareholder return and/or value, funds from
operations, operating income, gross income, net income, cash flow, return on
equity, return on capital, earnings before interest, operating ratios, stock
price, customer satisfaction, accomplishment of mergers, acquisitions,
dispositions or similar extraordinary business transactions, profit returns and
margins, financial return ratios, budget achievement, performance

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against budget, and/or market performance. Performance goals may be measured
solely on a corporate, subsidiary or business unit basis, or a combination
thereof. Performance goals may reflect absolute entity performance or a relative
comparison of entity performance to the performance of a peer group of entities
or other external measure.

2.25 Performance Period means the time period during which Performance
Unit/Performance Share Performance Goals must be met.

2.26 Performance Share means an Award described in Article 9 herein.

2.27 Performance Unit means an Award described in Article 9 herein.

2.28 Period of Restriction means the period during which the transfer of
Restricted Stock is limited in some way, as provided in Article 8 herein.

2.29 Person shall, except as otherwise provided in Section 2.5 herein, have
the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as
used in Sections 13(d) and 14(d) thereof, including usage in the definition of a
"group" in Section 13(d) thereof.

2.30 Plan means the IDACORP, Inc. 2000 Long-Term Incentive and Compensation
Plan, as amended from time to time.

2.31 Qualified Restricted Stock means an Award of Restricted Stock
designated as Qualified Restricted Stock by the Committee at the time of grant
and intended to qualify for the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C).

2.32 Qualified Restricted Stock Unit means an Award of Restricted Stock
Units designated as Qualified Restricted Stock Units by the Committee at the
time of grant and intended to qualify for the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C).

2.33 Restricted Stock means an Award described in Article 8 herein.

2.34 Restricted Stock Unit means an Award described in Article 8 herein.

2.35 Retirement means a Participant's termination from employment with the
Company or a Subsidiary at the Participant's Early or Normal Retirement Date, as
applicable.

(a) Early Retirement Date -- shall mean the date on which a
Participant terminates employment, if such termination date occurs on or after
Participant's attainment of age fifty-five (55) but prior to Participant's
Normal Retirement Date.

(b) Normal Retirement Date -- shall mean the date on which the
Participant terminates employment, if such termination date occurs on or after
the Participant attains age sixty-two (62).

2.36 Securities Act means the Securities Act of 1933, as amended.

2.37 Shares means the shares of common stock, no par value, of the Company.

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2.38 Stock Appreciation Right or SAR means a right, granted alone or in
connection with a related Option, designated as an SAR, to receive a payment on
the day the right is exercised, pursuant to the terms of Article 7 herein. Each
SAR shall be denominated in terms of one Share.

2.39 Subsidiary means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

2.40 Tandem SAR means an SAR that is granted in connection with a related
Option, the exercise of which shall require forfeiture of the right to purchase
a Share under the related Option (and when a Share is purchased under the
Option, the Tandem SAR shall be similarly canceled).

Article 3. Administration

3.1 The Committee. The Plan shall be administered by the Compensation
Committee or such other committee (the "Committee") as the Board of Directors
shall select consisting solely of two or more members of the Board. The members
of the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors.

3.2 Authority of the Committee. The Committee shall have full power except
as limited by law, the Articles of Incorporation or the Bylaws of the Company,
subject to such other restricting limitations or directions as may be imposed by
the Board and subject to the provisions herein, to determine the Eligible
Persons to receive Awards; to determine the size and types of Awards; to
determine the terms and conditions of such Awards; to construe and interpret the
Plan and any agreement or instrument entered into under the Plan; to establish,
amend or waive rules and regulations for the Plan's administration; and (subject
to the provisions of Article 15 herein) to amend the terms and conditions of any
outstanding Award. Further, the Committee shall make all other determinations
which may be necessary or advisable for the administration of the Plan. As
permitted by law, the Committee may delegate its authorities as identified
hereunder.

3.3 Restrictions on Distribution of Shares and Share Transferability.
Notwithstanding any other provision of the Plan, the Company shall have no
liability to deliver any Shares or benefits under the Plan unless such delivery
would comply with all applicable laws (including, without limitation, the
Securities Act) and applicable requirements of any securities exchange or
similar entity and unless the Participant's tax obligations have been satisfied
as set forth in Article 16. The Committee may impose such restrictions on any
Shares acquired pursuant to Awards under the Plan as it may deem advisable,
including, without limitation, restrictions to comply with applicable Federal
securities laws, with the requirements of any stock exchange or market upon
which such Shares are then listed and/or traded and with any blue sky or state
securities laws applicable to such Shares.

3.4 Decisions Binding. All determinations and decisions (including, without
limitation, all interpretations) made by the Committee pursuant to the
provisions of the Plan and all related orders or resolutions of the Board shall
be final, conclusive and binding on all persons, including the Company, its
shareholders, Eligible Persons, Employees, Participants and their estates and
beneficiaries.

3.5 Costs. The Company shall pay all costs of administration of the Plan.

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Article 4. Shares Subject to the Plan

4.1 Number of Shares. Subject to Section 4.2 herein, the maximum number of
Shares available for grant under the Plan shall be 3,100,000. Shares underlying
lapsed or forfeited Awards, or Awards that are not paid in Shares, may be reused
for other Awards. If the Option Exercise Price is satisfied by tendering Shares,
only the number of Shares issued net of the Shares tendered shall be deemed
issued under the Plan, provided, however, that, as long as the Shares are listed
on the New York Stock Exchange, this sentence shall only be operative for ten
years following the date the Plan is last approved by stockholders in a manner
that constitutes stockholder approval for purposes of New York Stock Exchange
listing standards. Shares granted pursuant to the Plan may be (i) authorized but
unissued Shares of common stock, (ii) treasury shares or (iii) Shares purchased
on the open market.

4.2 Adjustments in Authorized Shares and Awards. In the event of any
merger, reorganization, consolidation, recapitalization, liquidation, stock
dividend, split-up, spin-off, stock split, reverse stock split, share
combination, share exchange or other change in the corporate structure of the
Company affecting the Shares, such adjustment shall be made in the outstanding
Awards, the number and kind of Shares which may be delivered under the Plan, and
in the number and kind of and/or price of Shares subject to outstanding Awards
granted under the Plan, as may be determined to be appropriate and equitable by
the Committee, in its sole discretion, to prevent dilution or enlargement of
rights. Notwithstanding the foregoing, unless otherwise determined by the
Committee, (i) each such adjustment with respect to an Incentive Stock Option
shall comply with the rules of Section 424(a) of the Code and (ii) in no event
shall any adjustment be made which would render any Incentive Stock Option
granted hereunder to be other than an incentive stock option for purposes of
Section 422 of the Code. In no event shall the Committee have the right to amend
an outstanding Option Award for the sole purpose of reducing the exercise price
thereof.

4.3 Individual Limitations. Subject to Section 4.2 above, (i) the total
number of Shares with respect to which Options or SARs may be granted in any
calendar year to any Covered Employee shall not exceed 250,000 Shares; (ii) the
total number of Qualified Restricted Stock Shares or Qualified Restricted Stock
Units that may be granted in any calendar year to any Covered Employee shall not
exceed 250,000 Shares or Units, as the case may be; (iii) the total number of
Performance Shares or Performance Units that may be granted in any calendar year
to any Covered Employee shall not exceed 250,000 Shares or Units, as the case
may be; (iv) the total number of Shares that are intended to qualify as
performance-based compensation under Section 162(m) of the Code granted pursuant
to Article 10 herein in any calendar year to any Covered Employee shall not
exceed 250,000 Shares; (v) the total cash Award that is intended to qualify as
performance-based compensation under Section 162(m) of the Code that may be paid
pursuant to Article 10 herein in any calendar year to any Covered Employee shall
not exceed $500,000; and (vi) the aggregate amount of Dividend Equivalents that
are intended to qualify as performance-based compensation under Section 162(m)
of the Code that a Covered Employee may receive in any calendar year shall not
exceed $1,000,000.

Article 5. Eligibility and Participation

5.1 Eligibility. Persons eligible to participate in the Plan ("Eligible
Persons") include all officers, key employees and directors of the Company and
its Subsidiaries, as determined by the Committee.

5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all Eligible Persons those to whom
Awards shall be granted.

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Article 6. Stock Options

6.1 Grant of Options. Subject to the terms and conditions of the Plan,
Options may be granted to an Eligible Person at any time and from time to time,
as shall be determined by the Committee.

The Committee shall have complete discretion in determining the number of
Shares subject to Options granted to each Eligible Person (subject to Article 4
herein) and, consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such Options. The Committee may grant ISOs,
NQSOs or a combination thereof.

6.2 Option Award Agreement. Each Option grant shall be evidenced by an
Option Award Agreement that shall specify the Option Exercise Price, the term of
the Option, the number of Shares to which the Option pertains, the Exercise
Period and such other provisions as the Committee shall determine. The Option
Award Agreement shall also specify whether the Option is intended to be an ISO
or a NQSO. Rights, if any, to Dividend Equivalents shall be determined by the
Committee.

6.3. Option Exercise Price. Except for Options adjusted or granted pursuant
to Article 4 herein, and replacement Options granted in connection with a
merger, acquisition, reorganization or similar transaction, the Option Exercise
Price of Options granted under the Plan shall be at least equal to the Fair
Market Value of a Share on the date of grant of the Option.

6.4 Exercise of and Payment for Options. Options granted under the Plan
shall be exercisable at such times and shall be subject to such restrictions and
conditions as the Committee shall in each instance approve.

Options shall be exercised by the delivery of a written notice of exercise
to the Company, setting forth the number of Shares with respect to which the
Option is to be exercised, accompanied by provision for full payment for the
Shares.

The Option Exercise Price shall be payable: (a) in cash or its equivalent,
(b) by tendering (or attesting to the ownership of) previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the total
Option Exercise Price, (c) by broker-assisted cashless exercise, (d) by such
other methods as the Committee may prescribe or (e) by a combination of (a),
(b), (c) and/or (d).

6.5 Termination. Each Option Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the Option following
termination of the Participant's employment with or service on the Board of the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee (subject to applicable law), need not be uniform
among all Options granted pursuant to the Plan or among Participants and may
reflect distinctions based on the reasons for termination.

6.6 Transferability of Options. Except as otherwise determined by the
Committee, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant, and no Option
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. ISOs are not transferable other than by will or by the laws of
descent and distribution.

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Article 7. Stock Appreciation Rights

7.1 Grant of SARs. Subject to the terms and conditions of the Plan, an SAR
may be granted to an Eligible Person at any time and from time to time as shall
be determined by the Committee. The Committee may grant Freestanding SARs,
Tandem SARs or any combination of these forms of SARs.

The Committee shall have complete discretion in determining the number of
SARs granted to each Eligible Person (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs. Rights, if any, to Dividend Equivalents
shall be determined by the Committee.

Except for SARs adjusted or granted pursuant to Article 4 herein, and
replacement SARs granted in connection with a merger, acquisition,
reorganization or similar transaction, the Base Value of a Freestanding SAR
shall equal the Fair Market Value of a Share on the date of grant of the SAR.
The Base Value of Tandem SARs shall equal the Option Exercise Price of the
related Option.

7.2 SAR Award Agreement. Each SAR grant shall be evidenced by an SAR Award
Agreement that shall specify the number of SARs granted, the Base Value, the
term of the SAR, the Exercise Period and such other provisions as the Committee
shall determine.

7.3 Exercise and Payment of SARs. Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the right
to exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.

Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Exercise Price of the
underlying ISO and the Fair Market Value of the Shares subject to the underlying
ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be
exercised only when the Fair Market Value of the Shares subject to the ISO
exceeds the Option Exercise Price of the ISO.

Freestanding SARs may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, imposes upon them.

A Participant may exercise an SAR at any time during the Exercise Period.
SARs shall be exercised by the delivery of a written notice of exercise to the
Company, setting forth the number of SARs being exercised. Upon exercise of an
SAR, a Participant shall be entitled to receive payment from the Company in an
amount equal to the product of:

(a) the excess of (i) the Fair Market Value of a Share on the date of
exercise over (ii) the Base Value multiplied by

(b) the number of Shares with respect to which the SAR is exercised.

At the sole discretion of the Committee, the payment to the Participant
upon SAR exercise may be in cash, in Shares of equivalent value or in some
combination thereof.

7.4 Termination. Each SAR Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the SAR following
termination of the Participant's employment with or

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service on the Board of the Company and its Subsidiaries. Such provisions shall
be determined in the sole discretion of the Committee, need not be uniform among
all SARs granted pursuant to the Plan or among Participants and may reflect
distinctions based on the reasons for termination.

7.5 Transferability of SARs. Except as otherwise determined by the
Committee, all SARs granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant or his or her legal
representative, and no SAR granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.

Article 8. Restricted Stock and Restricted Stock Units

8.1 Grant of Restricted Stock and Restricted Stock Units. Subject to the
terms and conditions of the Plan, Restricted Stock and/or Restricted Stock Units
may be granted to an Eligible Person at any time and from time to time, as shall
be determined by the Committee.

The Committee shall have complete discretion in determining the number of
shares of Restricted Stock and/or Restricted Stock Units granted to each
Eligible Person (subject to Article 4 herein) and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to
such Awards.

In addition, the Committee may, prior to or at the time of grant, designate
an Award of Restricted Stock or Restricted Stock Units as Qualified Restricted
Stock or Qualified Restricted Stock Units, as the case may be, in which event it
will condition the grant or vesting, as applicable, of such Qualified Restricted
Stock or Qualified Restricted Stock Units, as the case may be, upon the
attainment of the Performance Goals selected by the Committee.

8.2 Restricted Stock/Restricted Stock Unit Award Agreement. Each grant of
Restricted Stock and/or Restricted Stock Units shall be evidenced by a
Restricted Stock and/or Restricted Stock Unit Award Agreement that shall specify
the number of shares of Restricted Stock and/or Restricted Stock Units granted,
the initial value (if applicable), the Period or Periods of Restriction, and
such other provisions as the Committee shall determine.

8.3 Transferability. Restricted Stock and Restricted Stock Units granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction
established by the Committee. During the applicable Period of Restriction, all
rights with respect to the Restricted Stock and Restricted Stock Units granted
to a Participant under the Plan shall be available during his or her lifetime
only to such Participant or his or her legal representative.

8.4 Certificates. No certificates representing Stock shall be issued until
such time as all restrictions applicable to such Shares have been satisfied.

8.5 Removal of Restrictions. Restricted Stock shall become freely
transferable by the Participant after the last day of the Period of Restriction
applicable thereto. Once Restricted Stock is released from the restrictions, the
Participant shall be entitled to receive a certificate. Payment of Restricted
Stock Units shall be made after the last day of the Period of Restriction
applicable thereto. The Committee, in its sole discretion, may pay Restricted
Stock Units in cash or in Shares (or in a combination thereof), which have an
aggregate Fair Market Value equal to the value of the Restricted Stock Units.

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8.6 Voting Rights. During the Period of Restriction, Participants may
exercise full voting rights with respect to the Restricted Stock.

8.7 Dividends and Other Distributions. Subject to the Committee's right to
determine otherwise, during the Period of Restriction, Participants shall
receive all regular cash dividends paid with respect to the Shares while they
are so held, and all other distributions paid with respect to such Restricted
Stock shall be credited to Participants subject to the same restrictions on
transferability and forfeitability as the Restricted Stock with respect to which
they were paid and shall vest or be paid, as the case may be, to the Participant
promptly after the full vesting of the Restricted Stock with respect to which
such distributions were made.

Rights, if any, to Dividend Equivalents on Restricted Stock Units shall be
determined by the Committee.

8.8 Termination. Each Restricted Stock/Restricted Stock Unit Award
Agreement shall set forth the extent to which the Participant shall have the
right to receive Restricted Stock and/or a Restricted Stock Unit payment
following termination of the Participant's employment with or service on the
Board of the Company and its Subsidiaries. Such provisions shall be determined
in the sole discretion of the Committee, need not be uniform among all grants of
Restricted Stock/Restricted Stock Units or among Participants and may reflect
distinctions based on the reasons for termination.

Article 9. Performance Units and Performance Shares

9.1 Grant of Performance Units and Performance Shares. Subject to the terms
and conditions of the Plan, Performance Units and/or Performance Shares may be
granted to an Eligible Person at any time and from time to time, as shall be
determined by the Committee.

The Committee shall have complete discretion in determining the number of
Performance Units and/or Performance Shares granted to each Eligible Person
(subject to Article 4 herein) and, consistent with the provisions of the Plan,
in determining the terms and conditions pertaining to such Awards.

9.2 Performance Unit/Performance Share Award Agreement. Each grant of
Performance Units and/or Performance Shares shall be evidenced by a Performance
Unit and/or Performance Share Award Agreement that shall specify the number of
Performance Units and/or Performance Shares granted, the initial value (if
applicable), the Performance Period, the Performance Goals and such other
provisions as the Committee shall determine. Rights, if any, to Dividend
Equivalents shall be determined by the Committee.

9.3 Value of Performance Units/Performance Shares. Each Performance Unit
shall have an initial value that is established by the Committee at the time of
grant. In no event shall the value of a Performance Unit intended to qualify as
performance-based compensation under Code Section 162(m) exceed the value of a
Share. The value of a Performance Share shall be equal to the Fair Market Value
of a Share. The Committee shall set Performance Goals in its discretion which,
depending on the extent to which they are met, will determine the number and/or
value of Performance Units/Performance Shares that will be paid out to the
Participants.

9.4 Earning of Performance Units/Performance Shares. After the applicable
Performance Period has ended, the Participant shall be entitled to receive a
payout with respect to the Performance Units/Performance Shares earned by the
Participant over the Performance Period, to be determined as a function of the
extent to which the corresponding Performance Goals have been achieved.

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9.5 Form and Timing of Payment of Performance Units/Performance Shares.
Payment of earned Performance Units/Performance Shares shall be made following
the close of the applicable Performance Period. The Committee, in its sole
discretion, may pay earned Performance Units/Shares in cash or in Shares (or in
a combination thereof), which have an aggregate Fair Market Value equal to the
value of the earned Performance Units/Shares at the close of the applicable
Performance Period. Such Shares may be granted subject to any restrictions
deemed appropriate by the Committee.

9.6 Termination. Each Performance Unit/Performance Share Award Agreement
shall set forth the extent to which the Participant shall have the right to
receive a Performance Unit/Performance Share payment following termination of
the Participant's employment with or service on the Board of the Company and its
Subsidiaries during a Performance Period. Such provisions shall be determined in
the sole discretion of the Committee, need not be uniform among all grants of
Performance Units/Performance Shares or among Participants and may reflect
distinctions based on reasons for termination.

9.7 Transferability. Except as otherwise determined by the Committee, a
Participant's rights with respect to Performance Units/Performance Shares
granted under the Plan shall be available during the Participant's lifetime only
to such Participant or the Participant's legal representative and Performance
Units/Performance Shares may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.

Article 10. Other Awards

The Committee shall have the right to grant other Awards which may include,
without limitation, the grant of Shares based on attainment of Performance Goals
established by the Committee, the payment of Shares in lieu of cash or cash
based on attainment of Performance Goals established by the Committee, and the
payment of Shares in lieu of cash under other Company incentive or bonus
programs. Payment under or settlement of any such Awards shall be made in such
manner and at such times as the Committee may determine.

Article 11. Beneficiary Designation

Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of the Participant's death
before the Participant receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same Participant, shall
be in a form prescribed by the Company and will be effective only when filed by
the Participant in writing with the Company during the Participant's lifetime.
In the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

The spouse of a married Participant domiciled in a community property
jurisdiction shall join in any designation of beneficiary or beneficiaries other
than the spouse.

Article 12. Deferrals

The Committee may permit a Participant to defer the Participant's receipt
of the payment of cash or the delivery of Shares that would otherwise be due to
such Participant under the Plan. If any such deferral election is permitted, the
Committee shall, in its sole discretion, establish rules and procedures for such
payment deferrals.

C-11

Article 13. Rights of Participants

13.1 Termination. Nothing in the Plan shall interfere with or limit in any
way the right of the Company or any Subsidiary to terminate any Participant's
employment or other relationship with the Company or any Subsidiary at any time,
for any reason or no reason in the Company's or the Subsidiary's sole
discretion, nor confer upon any Participant any right to continue in the employ
of, or otherwise in any relationship with, the Company or any Subsidiary.

13.2 Participation. No Eligible Person shall have the right to be selected
to receive an Award under the Plan, or, having been so selected, to be selected
to receive a future Award.

13.3 Limitation of Implied Rights. Neither a Participant nor any other
Person shall, by reason of the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Subsidiary whatsoever,
including, without limitation, any specific funds, assets or other property
which the Company or any Subsidiary, in their sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a
contractual right to the Shares or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary. Nothing contained in
the Plan shall constitute a guarantee that the assets of such companies shall be
sufficient to pay any benefits to any Person.

Except as otherwise provided in the Plan, no Award under the Plan shall
confer upon the holder thereof any right as a shareholder of the Company prior
to the date on which the individual fulfills all conditions for receipt of such
rights.

Article 14. Change in Control

The terms of this Article 14 shall immediately become operative, without
further action or consent by any Person, upon a Change in Control, and once
operative shall supersede and take control over any other provisions of this
Plan.

Upon a Change in Control

(a) Any and all Options and SARs granted hereunder shall become immediately
vested and exercisable;

(b) Any restriction periods and restrictions imposed on Restricted Stock,
Restricted Stock Units, Qualified Restricted Stock or Qualified Restricted Stock
Units shall be deemed to have expired; any Performance Goals shall be deemed to
have been met at the target level; such Restricted Stock and Qualified
Restricted Stock shall become immediately vested in full, and such Restricted
Stock Units and Qualified Restricted Stock Units shall be paid out in cash; and

(c) The target payout opportunity attainable under all outstanding Awards
of Performance Units and Performance Shares and any Awards granted pursuant to
Article 10 shall be deemed to have been fully earned for the entire Performance
Period(s) as of the effective date of the Change in Control. All such Awards
shall become immediately vested. All Performance Shares and other Awards granted
pursuant to Article 10 denominated in Shares shall be paid out in Shares, and
all Performance Units and other Awards granted pursuant to Article 10 shall be
paid out in cash.

C-12

Article 15. Amendment, Modification and Termination

15.1 Amendment, Modification and Termination. The Board may, at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part.

15.2 Awards Previously Granted. No termination, amendment or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan without the written consent of the Participant holding
such Award, unless such termination, modification or amendment is required by
applicable law and except as otherwise provided herein.

Article 16. Withholding

16.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
(including any Shares withheld as provided below) sufficient to satisfy Federal,
state and local taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to an Award made under the Plan.

16.2 Share Withholding. With respect to tax withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising out of or as a result of Awards granted
hereunder, subject to such restrictions as the Committee may prescribe,
Participants may elect to satisfy the withholding requirement, in whole or in
part, by tendering Shares held by the Participant or by having the Company
withhold Shares having a Fair Market Value equal to the tax withholding
requirement. All elections shall be irrevocable, made in writing and signed by
the Participant.

Article 17. Successors

All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise of all or substantially all of the business
and/or assets of the Company.

Article 18. Legal Construction

18.1 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural.

18.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

18.3 Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.

18.4 Governing Law. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with, and
governed by, the laws of the State of Idaho without regard to any conflicts of
law or choice of law rule or principle that might otherwise reference
construction or interpretation of the Plan or any agreements hereunder to the
substantive law of another jurisdiction.

C-13

18.5 Section 409A. No amendment to the Plan made pursuant to the amendments
approved by the Board on March 17, 2005 shall be applicable to an Award to the
extent such amendment would cause the Award to become subject to Code Section
409A.

C-14

EXHIBIT D

CHARTER OF THE
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF IDACORP, INC.
ADOPTED AS OF JULY 17, 2003
AND AMENDED AS OF NOVEMBER 20, 2003 AND NOVEMBER 18, 2004

I. PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the "Committee") of the Board of
Directors (the "Board") of IDACORP, Inc. (the "Company") shall be to assist the
Board in the oversight of the integrity of the Company's financial statements;
compliance with legal and regulatory requirements; the qualifications,
independence and performance of the independent auditors; and the performance of
the internal audit function. The Committee shall also prepare the Audit
Committee report as required by the Securities and Exchange Commission ("SEC")
to be included in the Company's proxy statement for the annual meeting of
shareholders. The Committee shall report regularly to the Board.

II. COMPOSITION OF THE COMMITTEE

The Committee shall be comprised of no fewer than three Directors. The
Directors on the Committee shall meet the independence and other requirements of
the New York Stock Exchange ("NYSE"), the Sarbanes-Oxley Act of 2002 ("SOX Act")
and the rules promulgated by the SEC pursuant to the SOX Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Each Director meeting
these requirements shall be referred to as an "Independent Director." Each
member of the Committee must be "financially literate," as such qualification is
interpreted by the Board in its business judgment, or must become financially
literate within a reasonable period of time after his or her appointment to the
Committee. In addition, at least one member of the Committee must have
"accounting or related financial management expertise," as the Board interprets
such qualification in its business judgment. One member of the Committee shall
be an "audit committee financial expert" as that term is defined in the rules
and regulations promulgated by the SEC pursuant to the SOX Act. No Director may
serve as a member of the Committee if such Director serves on the audit
committees of more than two other public companies, unless the Board expressly
determines that such service would not impair said Director's ability to serve
effectively on the Committee and such determination is disclosed in the
Company's annual proxy statement.

The members of the Committee shall be appointed annually to one year terms
by majority vote of the Board at the first meeting of the Board following the
annual meeting of shareholders. Vacancies on the Committee shall be filled by
majority vote of the Board at the next meeting of the Board following the
occurrence of the vacancy or by unanimous written consent of the Board. No
member of the Committee shall be removed from the Committee except by majority
vote of the Independent Directors then in office or by unanimous written consent
of the Board.

III. MEETINGS AND PROCEDURES OF THE COMMITTEE

The Committee shall fix its own rules of procedure, which shall be
consistent with the By-laws of the Company and this Charter. The Committee shall
meet as provided by its rules, which shall be at least five times annually or
more frequently as circumstances require. The Board shall designate one member
of the Committee as its Chairperson on an annual basis. The Chairperson of the
Committee or a majority of the members of the Committee may also call a special
meeting of the Committee. A majority of the members of the Committee present in
person or by means of a conference telephone or other

D-1

communications equipment by means of which all persons participating in the
meeting can hear each other shall constitute a quorum. The Committee shall act
on the affirmative vote of a majority of members present at a meeting at which a
quorum is present. Without a meeting, the Committee may act by unanimous written
consent of all members.

The Committee may request that any Director, officer or employee of the
Company, or other person whose advice and counsel is sought by the Committee,
attend any meeting of the Committee to provide such pertinent information as the
Committee requests.

Following each of its meetings, the Committee shall deliver a report on the
meeting to the Board, including a description of all actions taken by the
Committee at the meeting. The Committee shall keep written minutes of its
meetings, which minutes shall be maintained with the books and records of the
Company.

The Committee may delegate certain of its functions to one or more members
of the Committee if permitted by law. Such member(s) shall report on all actions
taken no later than at the next meeting of the Committee. The Committee's
functions are the sole responsibility of the Committee and may not be allocated
to a different committee.

IV. DUTIES OF THE COMMITTEE

The Committee shall have the following duties and responsibilities:

A. Financial Reporting

1. The Committee shall meet to review and discuss with management, the
Company's independent auditors and the director of internal audit the
following:

(a) the Company's earnings press releases (with particular attention
to any use of "pro forma," or "adjusted" non-GAAP, information),
as well as financial information and earnings guidance provided
by the Company to analysts and rating agencies. This discussion
may be done generally (i.e., discussion of the types of
information to be disclosed and the type of presentation to be
made).

(b) the Company's annual audited financial statements and quarterly
financial statements, including reviewing the specific
disclosures under "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and any major
issues related thereto, and recommend to the Board whether the
audited financial statements should be included in the Company's
Annual Report on Form 10-K.

(c) the critical accounting policies and such other accounting
policies of the Company as are deemed appropriate for review by
the Committee prior to any interim or year-end filings with the
SEC or other regulatory body, including any financial reporting
issues which could have a material impact on the Company's
financial statements.

(d) the development, selection and disclosure of critical accounting
estimates included in the "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

(e) any major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
selection or application of accounting principles.

D-2

(f) any analyses prepared by management and/or the independent
auditors setting forth significant financial reporting issues and
judgments made in connection with the preparation of the
financial statements.

(g) all alternative treatments of financial information within GAAP
that have been discussed by the independent auditors and
management, ramifications of the use of such alternatives and the
treatment preferred by the independent auditors.

(h) all material written communications between the independent
auditors and management including but not limited to any
management letter, schedule of unadjusted differences or
management representation letter.

(i) the effect of regulatory, tax, accounting and financial reporting
initiatives or developments, as well as off-balance sheet
structures, on the financial statements of the Company, including
those proposed and/or adopted by the Financial Accounting
Standards Board, the Public Company Accounting Oversight Board,
the American Institute of Certified Public Accountants or the
Internal Revenue Service that may have a bearing on the Company.

(j) the Chief Executive Officer and Chief Financial Officer periodic
report certifications and disclosure required under the SOX Act
and the rules promulgated by the SEC pursuant thereto.

2. The Committee shall meet periodically with the Disclosure Committee to
discuss any matters of concern arising from the Disclosure Committee's
quarterly process to assist the Chief Executive Officer and Chief
Financial Officer in their SOX Act Section 302 and 906 certifications.

3. The Committee shall prepare the Audit Committee Report, as required by
Item 306 of Regulation S-K for inclusion in the Company's annual proxy
statement.

4. The Committee shall review with the full Board any issues that arise
with respect to the quality or integrity of the Company's financial
statements.

B. Independent Auditors

1. The Committee shall be directly responsible for the appointment
(subject to shareholder ratification), compensation, retention, and
oversight of the work of any independent auditors engaged by the
Company (including resolution of disagreements between management and
the auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work or performing
other audit, review or attest services for the Company, and each
independent auditor shall report directly to the Committee.

2. The Committee shall review and have sole authority to approve the
independent auditors' engagement plan, including the audit plan,
scope, procedures and the engagement letter, including the proposed
fees and terms contained therein, and monitor such plan's progress and
results during the year.

3. The Committee shall review and have sole authority to pre-approve all
audit and, as provided in the SOX Act, all permitted non-audit
engagements between the Company and the independent auditors and
monitor such engagements' progress and results during the year.

D-3

(a) The Committee may establish pre-approval policies and procedures
for the engagement of the independent auditors.

(b) The Committee may delegate to one or more designated members the
authority to grant the pre-approvals required by this subsection.
The decisions of any member to whom authority is delegated to
pre-approve an activity shall be presented to the full Committee
at the next meeting of the Committee to occur after the grant of
such approval.

(c) The Committee shall request from the independent auditors written
assurance that each non-audit service they are to provide to the
Company is not a prohibited activity as described in Section
10A(g) of the Exchange Act or Rule 2-01(c)(4) of Regulation S-X.

4. The Committee shall obtain and review at least annually a report from
the independent auditors describing:

(a) the independent auditors' internal quality-control procedures.

(b) any material issues raised by the most recent internal quality
control review, or peer review, of the independent auditors, or
by any inquiry or investigation by any governmental or
professional authority, within the preceding five years,
respecting independent audits carried out by the independent
auditors, and any steps taken to deal with any such issues.

(c) all relationships between the independent auditors and the
Company, including a description of each category of services
provided by the independent auditors to the Company and a list of
the fees billed for each such category.

5. The Committee shall evaluate annually the independent auditors'
qualifications, performance and independence. In this evaluation, the
Committee shall take into account the opinions of management and the
internal auditors. The Committee shall review and evaluate the lead
partner of the independent auditors. The Committee shall present its
conclusions to the Board.

6. The Committee shall oversee the independence of the independent
auditors by, among other things:

(a) actively engaging in a dialogue with the independent auditors
with respect to any disclosed relationships or services that may
affect the objectivity and independence of the independent
auditors, and taking appropriate action to satisfy itself of the
auditors' independence.

(b) monitoring the rotation of audit partners to ensure that the
independent auditors are considered independent under applicable
rules and regulations.

(c) setting clear hiring policies for employees or former employees
of the independent auditors to ensure that the independent
auditors are considered independent under applicable rules and
regulations.

(d) considering whether there should be a regular rotation of the
independent auditors.

(e) monitoring whether any improper influence is being asserted on
the independent auditors engaged in the performance of the audit
by officers or Directors of the Company, or any person acting
under their direction.

D-4

7. The Committee shall instruct the independent auditors that they are
ultimately accountable to the Committee and the Board.

8. The Committee shall review and discuss on a regular basis with the
independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61 relating to the conduct of the audit,
including any problems or difficulties the independent auditors
encountered in the course of any audit work, and management's response
with respect thereto, any restrictions on the scope of the independent
auditors' activities or on access to requested information, and any
significant disagreements with management. In connection therewith,
the Committee should review with the independent auditors the
following:

(a) any accounting adjustments that were noted or proposed by the
independent auditors but were rejected by management (as
immaterial or otherwise).

(b) any communications between the audit team and the independent
auditors' national office regarding auditing or accounting issues
presented by the engagement.

9. The Committee shall obtain from the independent auditors their annual
report and any other information pursuant to Section 10A of the
Exchange Act.

10. The Committee shall review with the full Board any issues that arise
with respect to the performance and independence of the independent
auditors.

C. Internal Controls

1. The Committee shall review with the independent auditors, corporate
compliance, internal audit and risk management, as applicable, the
adequacy and effectiveness of the Company's internal controls
pertaining to (i) the effectiveness and efficiency of operations, (ii)
reliability of financial reporting and (iii) compliance with
applicable law and regulations. The Committee's review of the
Company's internal controls shall include, beginning with the
Company's fiscal year ending December 31, 2004, a review of
management's annual report on the Company's internal control over
financial reporting, as well as the independent auditors' attestation
report on management's assessment of the Company's internal control
over financial reporting included in management's report, prior to the
inclusion of such reports in the Company's annual report.

2. The Committee shall review with management the Company's internal
controls, including major issues as to the adequacy of the Company's
internal controls and any special audit steps adopted in light of the
discovery of material control deficiencies, and evaluate whether the
Company is operating in accordance with its prescribed policies,
procedures and codes of conduct.

3. The Committee shall review periodically with the Chief Executive
Officer, Chief Financial Officer, the independent auditors and the
internal auditor, the following:

(a) all significant deficiencies and material weaknesses in the
design or operation of the Company's internal control over
financial reporting which are reasonably likely to adversely
affect the Company's ability to record, process, summarize and
report financial information.

D-5

(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal control over financial reporting.

(c) any change in the Company's internal control over financial
reporting that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over
financial reporting.

D. Legal and Regulatory Compliance

The Committee shall:

(a) review with the full Board any issues that arise with respect to the
Company's compliance with legal or regulatory requirements.

(b) review with the Company's General Counsel material litigation and
other legal matters as appropriate.

E. Risk Management

The Committee shall:

(a) review and discuss with management guidelines and policies to govern
the process by which management assesses and manages the Company's
exposure to risk, as well as the Company's major financial risk
exposures and the steps management has taken to monitor and control
such risk.

(b) review and concur in the appointment or removal of the Chief Risk
Officer.

F. Internal Audit

1. The Committee shall:

(a) annually review the Company's Internal Audit Department function
including its organization and qualifications, the proposed audit
plan for the coming year, the Internal Audit Department's
coordination efforts with the independent auditors, significant
findings during the year, any difficulties experienced including
access restrictions, changes in the audit plan and the
independence of internal audit.

(b) review and concur in the appointment or removal of the director
of internal audit.

2. The Committee shall review with the full Board any issues that arise
with respect to the performance of the internal audit function.

3. The Committee shall discuss with the independent auditor the
responsibilities, budget and staffing of the Company's internal audit
function.

D-6

G. Other Duties and Responsibilities

The Committee shall:

(a) provide for an open avenue of communications between and among the
Board, the Committee, the internal auditors and the independent
auditors, including periodic meetings with the director of internal
audit, the independent auditors, the Chief Financial Officer and other
members of management in separate executive sessions to discuss any
matters that the Committee, these groups or individuals believe should
be discussed privately with the Committee.

(b) establish procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and (ii) the confidential,
anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.

(d) periodically review with the Chief Executive Officer, the Chief
Financial Officer, the Disclosure Committee, and the internal auditor,
the adequacy and effectiveness of the Company's disclosure controls
and procedures.

H. Funding

Appropriate funding, as determined by the Committee, shall be provided by
the Company for payment of compensation to the independent auditors employed by
the Company for the purposes of preparing or issuing an audit report or
performing other audit, review or attest services for the Company, and for
ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties.

V. EVALUATION OF THE COMMITTEE

The Committee shall, on an annual basis, evaluate its performance under
this Charter. In conducting this review, the Committee shall evaluate whether
this Charter appropriately addresses the matters that are or should be within
its scope. The Committee shall address all matters that the Committee considers
relevant to its performance including but not limited to the following: the
adequacy, appropriateness and quality of the information and recommendations
presented by the Committee to the Board, the manner in which they were discussed
or debated, and whether the number and length of meetings of the Committee were
adequate for the Committee to complete its work in a thorough and thoughtful
manner.

The Committee shall report to the Board the results of its evaluation,
including any recommended amendment to this Charter and any recommended change
to the Company's or the Board's policies or procedures.

VI. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISORS

The Committee may conduct or authorize investigations into or studies of
matters within the Committee's scope of responsibilities, and may engage and
obtain the advice and assistance from outside legal, accounting or other
advisors as the Committee deems necessary to carry out its duties. The Committee
may retain and compensate these advisors without seeking Board approval.
Appropriate funding, as determined by the Committee, shall be provided by the
Company for payment of compensation to any outside legal, accounting or other
advisors employed by the Committee.

D-7

VII. GENERAL

While the Committee has the duties and responsibilities set forth in this
Charter, the Committee is not responsible for planning or conducting the audit
or for determining whether the Company's financial statements are complete and
accurate and in accordance with generally accepted accounting principles.

In fulfilling their responsibilities hereunder, it is recognized that
members of the Committee are not full-time employees of the Company and that it
is not the duty or responsibility of the Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards. Each member of the Committee shall be
entitled to rely on (i) the integrity of those persons and organizations within
and outside the Company from which it receives information, (ii) the accuracy of
the financial and other information provided to the Committee absent actual
knowledge to the contrary (which shall be promptly reported to the Board) and
(iii) statements made by management or third parties as to any information
technology, internal audit and other non-audit services provided by the
independent auditors to the Company.

D-8

[Logo] Annual Meeting of Shareholders
Thursday, May 19, 2005
10:00 a.m. Local Time
Idaho Power Corporate Headquarters
1221 West Idaho Street
Boise, Idaho 83707

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THERE ARE THREE WAYS TO VOTE YOUR PROXY

TELEPHONE VOTING INTERNET VOTING VOTING BY MAIL

This method of voting is available Visit the Internet voting website at Simply mark, sign and date your proxy
for residents of the U.S. and http://proxy.georgeson.com. Have your card and return it in the postage-paid
Canada. On a touch tone telephone, proxy card ready and follow the envelope. If you are voting by telephone
call TOLL FREE 1-877-260-0389, 24 instructions on your screen. You will or the Internet, please do not mail your
hours a day, 7 days a week. Have incur only your usual Internet charges. proxy card.
your proxy card ready, then follow Available until 5:00 pm Eastern Time on
the prerecorded instructions. Your May 18, 2005.
vote will be confirmed and cast as
you directed. Available until 5:00
pm Eastern Time on May 18, 2005.

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TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
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Please mark votes
|X| as in this example.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3 and 4
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1. ELECTION OF DIRECTORS: Nominees:

FOR all nominees listed WITHHOLD
01 Jack K. Lemley (except as indicated to authority to vote
02 Richard G. Reiten the contrary) for all nominees
03 Joan H. Smith
04 Thomas J. Wilford [_] [_]

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s),
write the name(s) of such nominee(s) in the space provided below.

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FOR AGAINST ABSTAIN
2. To ratify the selection of Deloitte & [_] [_] [_]
Touche LLP as independent registered public
accounting firm for the fiscal year ending
December 31, 2005.

FOR AGAINST ABSTAIN
3. To reapprove the material terms of the [_] [_] [_]
performance goals under the IDACORP 2000
Long-Term Incentive and Compensation Plan.

FOR AGAINST ABSTAIN
4. To approve the IDACORP 2000 Long-Term [_] [_] [_]
Incentive and Compensation Plan, as amended,
including the authorization of additional
shares.

DATE: _______________________________

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Signature(s) in Box

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Signature of Joint Owner

[Logo]

April 11, 2005
Dear Shareholders of IDACORP:

It is our pleasure to invite you to attend the upcoming 2005 Annual Meeting of
Shareholders of IDACORP, Inc. to be held on May 19, 2005, at 10:00 a.m., local
time, at the Idaho Power Corporate Headquarters, 1221 West Idaho Street, Boise,
Idaho. Your Board of Directors and management look forward to personally
greeting those shareholders able to attend.

Information about the business of the meeting and the nominees for election as
members of the Board of Directors is set forth in the Notice of Meeting and the
Proxy Statement on the following pages. This year IDACORP, Inc. is asking you to
elect four Directors, to ratify the selection of an independent registered
public accounting firm for the fiscal year ending December 31, 2005, to
reapprove the material terms of the performance goals under the IDACORP 2000
Long-Term Incentive and Compensation Plan, and to approve the IDACORP 2000
Long-Term Incentive and Compensation Plan, as amended, including the
authorization of additional shares.

YOUR VOTE IS IMPORTANT. YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE
MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE. You
may revoke your proxy prior to or at the meeting and may vote in person if you
wish.

/s/ Jon H. Miller /s/ Jan B. Packwood
----------------- -------------------
Jon H. Miller Jan B. Packwood
Chairman of the Board President and Chief Executive Officer

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

IDACORP, Inc.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 19, 2005
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
O Properly executed proxies will be voted as marked and, if not marked,
X proxies received will be voted "For" proposal (1), to elect four
Y Directors, "For" proposal (2), to ratify the selection of an
independent registered public accounting firm for the fiscal year
ending December 31, 2005, "For" proposal (3), to reapprove the
material terms of the performance goals under the IDACORP 2000
Long-Term Incentive and Compensation Plan, and "For" proposal (4), to
approve the IDACORP 2000 Long-Term Incentive and Compensation Plan, as
amended, including the authorization of additional shares.

The undersigned hereby appoints Jan B. Packwood and Thomas R. Saldin,
and each of them, proxies with full power of substitution to vote for
the undersigned at the Annual Meeting of Shareholders of IDACORP, Inc.
and at any adjournment thereof, on the matters set forth in the Proxy
Statement and such other matters as may properly come before the
meeting; and hereby directs that this proxy be voted in accordance
with the instructions herein and in the proxies' discretion on any
other matters that may properly come before the meeting.

Please date, sign and promptly mail in the self-addressed return
envelope, which requires no postage if mailed in the United States.
Please so indicate following your signature if you are signing in a
representative capacity. If shares are held jointly, both owners
should sign.

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| SEE REVERSE SIDE |
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