2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN PERFORMANCE SHARE AWARD AGREEMENT

Exhibit 10.1

IDACORP, Inc.

2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN

PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)

[Date]

[Name]
[Address]

In accordance with the terms of the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan (the "Plan"), pursuant to action of the Compensation Committee (the "Committee") of the Board of Directors, IDACORP, Inc. (the "Company") hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Performance Share Award Agreement (including Annex A hereto and all documents incorporated herein by reference), an award of shares of Company common stock that are subject to the attainment of performance target levels ("Performance Shares") and an opportunity to earn additional Performance Shares of Company common stock if performance exceeds target levels, as set forth below:

THESE PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.

[The Participant, in consideration of this grant of Performance Shares, by affixing his signature hereto, specifically waives any rights he may have under the definition of Peer Group as it was set forth in Annex A and Annex B to the 2000 Long-Term Incentive and Compensation Plan Performance Share Award Agreement (performance with two goals) for any Performance Share grants (performance with two goals) made pursuant to the Plan and outstanding on the date hereof and hereby consents to the use of the definition of Peer Group as defined in Annex A hereto, in connection with such Performance Share grants.]

Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of this Performance Share Award Agreement.

2

All terms, provisions and conditions applicable to the Award set forth in the Plan and not set forth herein are hereby incorporated by reference herein.  To the extent any provision hereof is inconsistent with the Plan, the Plan will govern.  The Participant hereby acknowledges receipt of a copy of this Performance Share Award Agreement including Annex A hereto and a copy of the Plan and agrees to be bound by all the terms and provisions hereof and thereof.

IDACORP, Inc.

By:______________________________

Agreed :

_________________________________

Attachment:  Annex A

3

ANNEX A

TO

IDACORP, Inc.

2000 LONG-TERM INCENTIVE AND COMPENSATION PLAN

PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)

            It is understood and agreed that the Award of Performance Shares evidenced by the Performance Share Award Agreement to which this is annexed is subject to the following additional terms and conditions:

        1.         Nature of Award .  The Award represents the opportunity to receive shares of Company common stock ("Shares") and cash dividends on those Shares.  The Award consists of uncertificated Shares registered in your name as of the Date of Grant, but subject to performance-based vesting conditions ("Performance Shares").  Furthermore, if the combined performance results exceed target levels, additional Performance Shares are earned and distributed in proportion to this excess as determined pursuant to Section 2 hereof.  The amount of dividends paid on Performance Shares shall be determined pursuant to Section 4 hereof.