SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES I

Exhibit 10(h)(i)

IDAHO POWER COMPANY

SECURITY PLAN FOR

SENIOR MANAGEMENT EMPLOYEES I

Amended and Restated

Effective December 31, 2004

TABLE OF CONTENTS

ARTICLE I         PURPOSE; EFFECTIVE DATE1

ARTICLE II        DEFINITIONS2

ARTICLE III       PARTICIPATION AND VESTING10

ARTICLE IV       BENEFIT ELECTION11

ARTICLE V        SURVIVOR BENEFITS12

ARTICLE VISECURITY PLAN RETIREMENT BENEFITS15

ARTICLE VII          OTHER RETIREMENT PROVISIONS19

7.2     Withholding Payroll Taxes19

7.3     Payment to Guardian19

7.4     Accelerated Distribution20

ARTICLE VIII         BENEFICIARY DESIGNATION21

ARTICLE IX       ADMINISTRATION25

ARTICLE X        CLAIMS PROCEDURE27

ARTICLE XI       TERMINATION, SUSPENSION OR AMENDMENT29

ARTICLE XII          MISCELLANEOUS30

                                                     IDAHO POWER COMPANY

                     SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES I

                                                    AMENDED AND RESTATED

                                                EFFECTIVE DECEMBER 31, 2004

                                                                    ARTICLE I

                                                   PURPOSE; EFFECTIVE DATE

The purpose of this Security Plan for Senior Management Employees I (the "Plan") is to provide supplemental retirement benefits for certain key employees of Idaho Power Company, its subsidiaries and affiliates.  It is intended that the Plan will aid in attracting individuals of exceptional ability and retain those critical to the operation of the Company by providing them with these benefits.  The effective date of this restatement shall be December 31, 2004.

PAGE 1-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

                                                                   ARTICLE II

                                                                 DEFINITIONS

As used in this Plan, the following terms shall be defined as stated in this Article, as interpreted by the Administrative Committee pursuant to its authority granted by Section 9.1 of this Plan.

2.1       Actuarial Equivalent .  "Actuarial Equivalent" shall mean equivalence in value between two (2) or more forms and/or times of payment based on a determination by an actuary chosen by the Company using generally accepted actuarial assumptions, methods and factors as used in the Retirement Plan of Idaho Power Company which may be amended from time to time.

For purposes of Section 7.4, Actuarial Equivalent shall be calculated using the Pension Benefit Guaranty Immediate Rate as of the month preceding distribution plus 1% and the mortality table specified in the Retirement Plan of Idaho Power Company which may be amended from time to time.

2.2       Administrative Committee .  "Administrative Committee" shall mean the Administrative Committee appointed by the Compensation Committee pursuant to Section 9.1 hereof to administer the Plan.

2.3       Affiliate .  "Affiliate" shall mean a business entity that is affiliated in ownership with the Company or an Employer and is recognized as an Affiliate by the Company for the purposes of this Plan.

PAGE 2-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

2.4       Beneficiary .  "Beneficiary" shall mean the person, persons or entity designated by the Participant pursuant to Article VIII to receive any benefits payable under the Plan.  Each such designation shall be made in a written instrument filed with the Administrative Committee and shall become effective only when received, accepted and acknowledged in writing by the Administrative Committee or its designee.

2.5       Board .  "Board" shall mean the Board of Directors of the Company.

2.6       Change in Control .  "Change in Control" shall mean any of the following events:

(a)        any person, or more than one person acting as a group, acquires ownership of stock of IDACORP, Inc. that, together with all other stock held by such person or persons, constitutes more than 50% of the total fair market value or total voting power of the stock of IDACORP, Inc.

(b)        any person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) ownership of thirty-five percent (35%) or more of the voting stock of IDACORP, Inc.

PAGE 3-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

(c)        any person, or more than one person acting as a group, other than an Affiliate of IDACORP (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934), acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from IDACORP, Inc. that have a total fair market value equal to or more than forty percent (40%) of the total gross fair market value of all the assets of the corporation immediately prior to such acquisition or acquisitions.  (For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets).

(d)        a majority of members of the Board of Directors of IDACORP, Inc. is replaced during any twelve (12) month period, such that, individuals who at the beginning of such period constitute the Board of IDACORP, Inc. cease for any reason to constitute a majority thereof, unless the appointment or election of each new director was endorsed by a majority of the directors in office prior to such appointment or election. 

(e)        any event described in (a) through (d) above occurs with respect to the Company, except that IDACORP, Inc. and its Affiliates shall not be considered persons for purposes of determining whether there has been a change in control.

2.7       Change in Control Period .  "Change in Control Period" shall mean the period beginning with a Change in Control as defined in Section 2.6 and ending with the earlier of: (i) Termination Date of the Change in Control as determined by the Compensation Committee or (ii) 24 months following the consummation of a Change in Control.

2.8       Company .  "Company" shall mean the Idaho Power Company, an Idaho corporation, its successors and assigns.

2.9       Compensation Committee .   "Compensation Committee" shall mean the Board committee assigned responsibility for administering executive compensation.

PAGE 4-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

2.10     Compensation .  "Compensation" shall mean the base salary and annual bonus (not to exceed one (1) times base salary for the year in which the bonus was paid) paid to a Participant and considered to be "wages" for purposes of federal income tax withholding.  Compensation shall be calculated before reduction for any amounts deferred by the Participant pursuant to any plan sponsored by the Employer which permits deferral of current compensation.  Compensation does not include long-term incentive compensation in any form, expense reimbursements, or any form of non-cash compensation or benefits.

2.11     Disability .  "Disability" shall mean that a Participant is eligible to receive benefits under the Long-Term Disability Program maintained by the Employer.

2.12     Early Retirement Date .  "Early Retirement Date" shall mean a Participant's Termination Date, if such termination occurs on or after such Participant's:

(i)                  attainment of age fifty-five (55); or

(ii)                completion of thirty (30) years of Credited Service under the Retirement Plan

but prior to Participant's Normal Retirement Date.

2.13     Employer .  "Employer" shall mean the Company and any business affiliated with the Company that employs persons who are approved by the Board or the Administrative Committee for participation in this Plan.

PAGE 5-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

2.14     Final Average Monthly Compensation .  "Final Average Monthly Compensation" shall mean the Compensation received by the Participant during any sixty (60) consecutive months (during the last ten (10) years of employment) for which the Participant's compensation was the highest divided by sixty (60).  In determining Final Average Monthly Compensation, annual bonuses shall be allocated equally to the months in which they were paid.  Final Average Monthly Compensation shall not include any Compensation payable to a Participant pursuant to a written severance agreement with the Employer.  Notwithstanding the foregoing, because the benefits payable under this Plan are frozen as of December 31, 2004, Compensation paid after that date shall not be taken into account.

2.15     Frozen Retirement Benefit .  "Frozen Retirement Benefit" shall mean the benefit accrued as of November 30, 1994, under the Idaho Power Company Security Plan for Senior Management Employees as amended and restated May 1, 1990.  The Frozen Retirement Benefit shall be calculated using compensation through November 30, 1994, and actual age at commencement of benefits.  All Participants are 100% vested in their Frozen Retirement Benefit as of November 30, 1994.  The Frozen Retirement Benefit shall be paid in the form and manner set forth in this Plan prior to the November 30, 1994 amendment including the early retirement reduction factors in effect under the May 1, 1990 restatement.  The Frozen Retirement Benefit shall include the Participant's salary reduction with interest as provided in Section 5.5 of the Idaho Power Company Security Plan for Senior Management Employees as amended and restated May 1, 1990.  In addition, the Frozen Retirement Benefit shall also include any benefit payable from the Idaho Power Company Supplemental Employee Retirement Plan (SERP) before August 1, 1996 Restatement.  The Participant's age, service and compensation at August 1, 1996, shall be used in determining this additional Frozen Retirement Benefit from the SERP.  Effective November 30, 1994, there shall be no additional employee contributions or salary reductions under this Plan. The Frozen Retirement Benefit accrued shall not be reduced due to the failure to complete salary reductions for the final benefit class if such failure resulted from removing the salary reduction requirement from the Plan effective November 30, 1994. 

PAGE 6-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

2.16     Frozen Survivor Benefit .  "Frozen Survivor Benefit" shall mean the survivor benefit accrued as of November 30, 1994, under Article IV of the Idaho Power Company Security Plan for Senior Management Employees as amended and restated May 1, 1990.  The Frozen Survivor Benefit shall be calculated using compensation through November 30, 1994.  All Participants are 100% vested in their Frozen Survivor Benefit as of November 30, 1994.  The Frozen Survivor Benefit shall be paid in the form and manner set forth in this Plan prior to the November 30, 1994 amendment.  The Frozen Survivor Benefit shall include the Participant's salary reduction with interest as provided in Section 5.5 of the Idaho Power Company Security Plan for Senior Management Employees as amended and restated May 1, 1990.  Effective November 30, 1994, there shall be no additional employee contributions or salary reductions under this Plan.  In addition, the Frozen Survivor Benefit shall also include any benefit payable from the Idaho Power Company Supplemental Employee Retirement Plan (SERP) before August 1, 1996 Restatement.  The Participant's age, service and compensation at termination shall be used in determining this additional Frozen Survivor Benefit from the SERP.  The Frozen Survivor Benefit accrued shall not be reduced due to the failure to complete salary reductions for the final benefit class if such failure resulted from removing the salary reduction requirement from the Plan effective November 30, 1994.

2.17     Normal Form of Benefit .  "Normal Form of Benefit" shall mean the normal form of monthly retirement benefit provided under Section 3.01 of the Employer's Retirement Plan.

2.18     Normal Retirement Date .  "Normal Retirement Date" shall mean a Participant's Termination Date if the termination occurs on or after the date the Participant attains age sixty-two (62).

PAGE 7-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

2.19     Participant .  "Participant" shall mean any individual who is participating in or has participated in this Plan as provided in Article III.

2.20     Plan Year .  "Plan Year" shall mean the calendar year effective November 30, 1994.

2.21     Retirement .  "Retirement" shall mean termination of a Participant's employment with the Employer at the Participant's Early Retirement Date or Normal Retirement Date, as applicable.

2.22     Retirement Plan .  "Retirement Plan" shall mean The Retirement Plan of Idaho Power Company as may be amended from time to time.

2.23     Security Plan Retirement Benefit .  "Security Plan Retirement Benefit" shall mean the benefit determined under Article VI of this Plan.

2.24     Target Retirement Percentage .  "Target Retirement Percentage" shall equal six percent (6%) for each of the first ten (10) Years of Participation plus an additional one percent (1%) for each Year of Participation, exceeding ten (10). The maximum Target Retirement Percentage shall be seventy-five percent (75%).

2.25     Termination Date .  "Termination Date" shall mean the actual date a Participant's employment with the Employer terminates by resignation, discharge, death, Retirement or by any other method.

PAGE 8-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

2.26     Years of Participation .  "Years of Participation" shall be twelve (12) month periods, and portions thereof, which shall begin on the earlier of the date an individual, who has been designated by the Employer, is approved by the Administrative Committee, pursuant to Section 3.1, or the date designated by the Administrative Committee, and shall end on the earliest of a Participant's Termination Date, the date the Participant experiences a change in status, as provided in Sections 3.3 and 3.4, or December 31, 2004.  Partial Years of Participation, if any, shall be used in determining benefits under this Plan.

PAGE 9-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

                                                                   ARTICLE III

                                                PARTICIPATION AND VESTING

3.1       Eligibility .   Eligibility to participate in this Plan is limited to those key employees of the Employer who are designated, from time to time, by the Employer subject to approval of the Administrative Committee.

3.2       Vesting .  A Participant shall be one hundred percent (100%) immediately vested.

3.3       Change in Employment Status .  If the Employer determines that a Participant's employment performance or classification is no longer at a level which deserves participation in this Plan, but does not terminate the Participant's employment with the Employer, participation herein and eligibility to receive benefits hereunder shall be limited to the Participant's accrued benefit as of the date of the change in employment status.  In such an event, the benefits payable to the Participant shall be based solely on the Participant's Years of Participation and Final Average Monthly Compensation as of such date. The benefit shall be calculated under the early retirement provisions pursuant to Sections 6.2 and 6.3(a), with commencement of benefit not earlier than the later of the Termination Date or the Participant's Early Retirement Date.

3.4       Non-Participating Affiliate .   A Participant, who subsequently is transferred to an affiliated company that does not provide for participation in this Plan, may be allowed to continue participation under the Plan subject to the approval of the Administrative Committee.  A Participant who is not allowed to continue participation in this Plan will not have benefits determined nor receive benefits under Article VI until his or her Termination Date.

PAGE 10-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

ARTICLE IV

                                                           BENEFIT ELECTION

4.1       Benefit Election .  Participants in this Plan prior to December 1, 1994 or, if the Participant is deceased, the Beneficiary of such Participant, must elect to receive in the 30-day period immediately prior to receipt of any benefits under this Plan, (a) the Frozen Benefit (the Frozen Retirement Benefit or Frozen Survivor Benefit); or (b) the benefit accrued under this Plan as in effect after November 30, 1994. 

A Participant may at any time prior to death or commencing benefits elect pursuant to Section 5.3(b) that upon their death before commencing benefits, the Frozen Survivor Benefit be paid to the designated Beneficiaries.  This election may be revoked by the Participant at any time. This election requires spousal consent if the Participant is married. 

4.2       Commencement of Benefits .  A Participant or a Beneficiary shall determine the date when benefits shall commence within the time authorized by the Plan.

PAGE 11-SECURITY PLAN FOR SENIOR MANAGEMENT EMPLOYEES

                                                                    ARTICLE V

                                                          SURVIVOR BENEFITS

5.1       Pre-retirement Survivor Benefits .  If a Participant dies while employed by the Employer, the Employer shall pay a survivor benefit to such Participant's Beneficiary as follows:

(a)        Amount .  The pre-termination survivor benefit shall be equal to sixty-six and two-thirds percent (66 2/3%) of the retirement benefit calculated under Article VI assuming retirement occurred at the later of age sixty-t