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 Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
IDAHO POWER COMPANY
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________
2) Aggregate number of securities to which transaction
applies:
__________________________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11: (1)
4) Proposed maximum aggregate value of transaction:
_____________________________________________
5) Total fee paid:
_____________________________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
/X / 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.:
______________________________________
3) Filing Party:
______________________________________
4) Date Filed:
______________________________________March 25, 199420, 1996
Dear Fellow Shareholder:
You are cordially invitedIt is our pleasure to invite you to attend the 1996 Annual
Meeting of Shareholders to be held on May 1, 1996, at 2:00
P.M., local time, at the Boise Centre on the Grove, 850 West
Front Street, Boise, Idaho, on Wednesday, May 4,
1994, at 2:00 P.M., local time.
The enclosed formalIdaho. 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 provide information concerningon
the mattersfollowing pages. This year, you are asked to be
considered atelect four
Directors and to ratify the meeting.appointment of an independent
auditor for the fiscal year ending December 31, 1996.
The utility industry continues to undergo change, and our
Company is changing to meet the challenges of a competitive
future. Anticipating and responding to the competitive
future is critical to our continued viability and will
determine our success in increasing the value of your
investment. We will share with you changes in the industry
and discuss the rebuilding of our organization to meet the
challenges of competition.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO
ATTEND, YOU CAN BE SURE YOUR SHARES ARE
REPRESENTED AT THE MEETING BY PROMPTLY RETURNING YOUR
COMPLETED PROXY IN THE ENCLOSED ENVELOPE. We were pleased with the response of our shareholders to
the solicitation of proxies for the 1993 Annual Meeting, at
which approximately 89 percent of the Company's eligible
shares were represented in person or by proxy. You may cancelrevoke
your proxy prior to or at the meeting and may vote in person
if you wish.
Very truly yours,Sincerely,
(Joseph W. Marshall) (L. R. Gunnoe)
Joseph W. Marshall L. R. Gunnoe
Chairman of the Board and CEO President and Chief Executive Officer Chief Operating OfficerCOO
March 25, 199420, 1996
Dear Employee:
You are cordially invitedFellow Shareholder:
It is our pleasure to invite you to attend the 1996 Annual
Meeting of Shareholders to be held on May 1, 1996, at 2:00
P.M., local time, at the Boise Centre on the Grove, 850 West
Front Street, Boise, Idaho, on Wednesday,
May 4, 1994, at 2:00 P.M., local time.
The enclosed formalIdaho. 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 provide information concerningon
the mattersfollowing pages. This year, you are asked to be
considered atelect four
Directors and to ratify the meeting.
Tabulationappointment of proxiesan independent
auditor for the fiscal year ending December 31, 1996.
The utility industry continues to undergo change, and our
Company is changing to meet the challenges of a competitive
future. Anticipating and responding to the competitive
future is critical to our continued viability and will
be performed outsidedetermine our success in increasing the Company by a third party. Therefore, proxy voting
informationvalue of your
investment. We will be confidential.share with you changes in the industry
and discuss the rebuilding of our organization to meet the
challenges of competition.
YOUR VOTE IS IMPORTANT. EMPLOYEES ARE THE SINGLE LARGEST
HOLDER OF THE COMPANY'S COMMON STOCK. WHETHER OR NOT
YOU PLAN TO ATTEND, YOU CAN BE SURE YOUR
SHARES ARE REPRESENTED AT THE MEETING BY PROMPTLY RETURNING
YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE. We were pleased with the response of our shareholders to
the solicitation of proxies for the 1993 Annual Meeting, at
which approximately 89 percent of the Company s eligible
shares were represented in person or by proxy. Employee
representation totaled 61 percent of the total shares held by
the employees. You may
cancelrevoke your proxy prior to or at the meeting and may vote in
person if you wish.
Very truly yours,Sincerely,
(Joseph W. Marshall) (L. R. Gunnoe)
Joseph W. Marshall L. R. Gunnoe
Chairman of the Board and CEO President and Chief Executive Officer Chief Operating OfficerCOO
IDAHO POWER COMPANY
l221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707
____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, l9941, 1996, AT BOISE, IDAHO
March 25, 199420, 1996
TO THE SHAREHOLDERS OF IDAHO POWER COMPANY:
NOTICE IS HEREBY GIVEN that theThe Annual Meeting of Shareholders of Idaho Power Company
will be held at the Boise
Centre on the Grove, 850 West Front Street, Boise, Idaho, on May 4, 1994,1, 1996, at 2:00 P.M., local time, for
the following purposes:
l.1. to elect four Director Nominees;nominees;
2. to ratify the selection of Deloitte & Touche LLP as
independent auditorsauditor for the fiscal year ending
December 31, 1994;1996; and
3. to authorize the 1994 Restricted Stock Plan
for officers and executives; and
4. to transact such other business that may properly come
before the meeting.
Shareholders of record at the close of business on March 16, l994,13,
1996, are entitled to notice of and to vote at the meeting.
To ensure a quorum, itAll shareholders are cordially invited to attend the Annual
Meeting in person. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE
RETURN YOUR PROXY PROMPTLY. It is important that shareholders
representing a majority of the voting power of all stock
outstanding and entitled to vote be present in person or
represented by their proxies. Therefore, whether or not you expect to attend the meeting in person, pleasemark,
sign, fill
out, date and return the accompanying proxy, regardless of
the size of your holdings, as promptly as possible. A
self-addressed postage prepaid envelope is enclosed for you
to return the proxy card. Any shareholder returning a proxy
card in the self-
addressed, postage-paid envelope also enclosed. Please
complete and mail your proxy promptly. If you attendwho attends the meeting and prefer tomay vote in person you can revoke your
proxy.by revoking
that proxy prior to or at the meeting.
By Order of the Board of Directors
Robert W. Stahman
Corporate Secretary
TO SHAREHOLDERS WHO RECEIVE MULTIPLE PROXIES
IF YOU OWN COMPANY STOCK (COMMON OR PREFERRED) OTHER THAN THE
SHARES SHOWN ON THE ENCLOSED PROXY, YOU WILL RECEIVE A PROXY
IN A SEPARATE ENVELOPE FOR EACH SUCH HOLDING. PLEASE EXECUTE
AND RETURN EACH PROXY RECEIVED SHOULD BE EXECUTED AND RETURNED.
RECEIVED.
PROXY STATEMENT
For
Idaho Power Company
1221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707
For Annual Meeting of Shareholders
May 4, 1994
_____________83707-0070
GENERAL INFORMATION
This Proxy Statement will first be sent to shareholders on or
about March 25, l994.20, 1996.
The Proxy Statement and accompanying proxy is solicitedcard(s) are
furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of Idaho Power Company for use at the Annual
Meeting of Shareholders to be held on May 1, 1996, at 2:00
P.M., local time, at the Boise Centre on the Grove, 850 West
Front Street, Boise, Idaho on May 4,
1994, at 2:00 P. M., local time,83702, and at any adjournments
thereof.
The cost of soliciting proxies will be paid by the Company.
Besides soliciting by mail, the Company may request the
return of proxies personally or by telephone, telegraph or
in personfacsimile without extra compensation. Additionally,
solicitation of proxies from brokers, banks, nominees and
institutional investors will be made by Beacon Hill Partners,
Inc., at a cost to the Company of approximately $3,500 plus
out-of-pocket expenses. The Company will reimburse banks,
brokerage firms and other custodians, nominees and
fiduciaries for their expenses in sending proxy materials to
beneficial owners.
All valid proxies received, unless revoked, willVOTING
Shareholders representing a majority of the voting power must
be votedrepresented at the meeting, as directedin person or by proxy, to
constitute a quorum for transacting business. Assuming a
quorum is present, the affirmative vote by the shareholder.holders of a
majority of the shares represented at the Annual Meeting and
entitled to vote will be required to act on the election of
Directors and ratification of independent auditor. In
accordance with the law of the State of Idaho, if a
shareholder abstains on any matter, that shareholder's shares
will not be voted on such matter. Thus, an abstention from
voting on any matter has the same legal effect as a vote
"against" the matter.
If no direction is given by a shareholder, proxies received
will be voted FOR Proposal 1, management's nominees for
Directors, and FOR Proposal 2, ratification of the selection
of Deloitte & Touche LLP as independent auditorsauditor for the year
1994, and FOR
Proposal 3, authorization1996.
The outstanding voting securities of the RestrictedCompany as of the
record date for the meeting are as follows: 171,513 shares
of 4% Preferred Stock, Plan for
officers$100 par value, each share being
entitled to twenty votes; 150,000 shares of 7.68% Series,
Serial Preferred Stock, $100 par value, each share being
entitled to one vote; and executives as set forth in the Notice37,612,351 shares of Meeting. Proxies are revocable at any time before the vote
by notice in writingCommon Stock,
$2.50 par value, each share being entitled to the Secretary or by oral notice at
the meeting.one vote. The
aggregate voting power of outstanding voting securities is
41,192,611 votes.
It is the policy of the Company that all proxy cards and
ballots for shareholder meetings 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 the
Company or to any third party. Proxy cards shall be returned
in envelopes addressed to the independent tabulator who
receives, inspects and tabulates the proxies. Individual
voted proxies and ballots are not seen by nor reported to the
Company 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.
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 Corporate Secretary of the Company at P. O. Box
70, Boise, Idaho 83707, and received prior to the meeting.
The close of business on March 16, 1994,13, 1996, is the record date
for determining shareholders entitled to notice of and to
vote at the meeting.
The outstanding voting securities of the Company as of
the record date for the meeting are as follows: 176,429
shares of 4% Preferred Stock, $100 par value, each share
being entitled to twenty votes; l50,000 shares of 7.68%
Series, Serial Preferred Stock, $l00 par value, each share
being entitled to one vote; and 37,331,359 shares of Common
Stock, $2.50 par value, each share being entitled to one
vote. The aggregate voting power of outstanding voting
securities is 41,009,939 votes.
Shareholders representing a majority of the voting power
must be represented at the meeting, in person or by proxy, to
constitute a quorum for transacting business. Assuming a
quorum is present, the affirmative vote by the holders of a
majority of the shares represented at the Annual Meeting and
entitled to vote will be required to act on the election of
Directors, ratification of independent auditors and approval
of the 1994 Restricted Stock Plan. In accordance with the
law of the State of Idaho, if a shareholder abstains on any
matter, that shareholder's shares will not be voted on such
matter. Thus, an abstention from voting on any matter has
the same legal effect as a vote "against" the matter. A
broker non-vote is not considered present for voting purposes
and therefore will have no effect on the outcome on the
matters to be acted upon.
PROPOSAL 11. ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation provide that
the Directors of the Company be elected for three-year terms
with approximately one-third of the Board of Directors to be
elected at each Annual Meeting of Shareholders. The four
nomineesDirectors identified below are nominees for election at the
19941996 Annual Meeting of Shareholders for terms expiring at
the 1997 annual meeting.Meeting. All the nominees are currently are Directors of
the Company.
Unless otherwise instructed proxies received will be voted in
favor of the election of the persons nominated by
management for Directors.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
shall be unable to do so, the proxies will be voted for
nominees selected by the Board of DirectorsDirectors.
NOMINEES FOR ELECTION
TERMS EXPIRE 1999
(PHOTO)
ROGER L. BREEZLEY Private Investor; formerly a
director (1983-1995), Chairman
Director since 1993 of the Company.
NOMINEES FOR DIRECTORS
George L. Coiner - Mr. Coiner, 68, aBoard (1987-1994) and
Chief Executive Officer (1987-
Age 57 (1993) of U. S. Bancorp.
(PHOTO)
JOHN B. CARLEY Chairman of the Executive
Committee of the Board of
Director since 1990 Directors (1996) of Albertson's,
Inc.; formerly President (1984-
Age 62 1996) and Chief Operating
Officer (1990-1996) of
Albertson's, Inc.; director of
Boise Cascade Office Products
Co.
(PHOTO)
JACK K. LEMLEY Director of Lemley & Associates,
Inc. (since 1987) and Chairman
Director since 1995 of the CompanyBoard and Chief Executive
Officer of American Ecology
Age 60 Corp.
(PHOTO)
EVELYN LOVELESS Chief Executive Officer (since
1992) and a director of Global,
Director since 1971, is1987 Inc.; director of Key Bank of
Idaho (since 1993); formerly
Age 62 President of Coiner Land and Livestock
Co., and is a partner of C&B Cattle Co., and K&G Co.
LarryGlobal, Inc (1989-
1992).
NOMINEE FOR ELECTION
TERM EXPIRES 1997
(PHOTO)
LARRY R. Gunnoe - Mr. Gunnoe, 58, a Director of the
Company since 1990, isGUNNOE President and Chief Operating
Officer (September 1,of Idaho Power Company
Director since 1990 (since 1990). He was; formerly Vice
President - Distribution
Age 60 (1988-1990).
Peter(PHOTO)
PETER T. Johnson - Mr. Johnson, 61, a Director of the
Company since 1993, is a private investor. He was formerly
Chief Executive Officer of TJ International (1975-1979), andJOHNSON Private Investor; former
Administrator of the Bonneville
Director since 1993 Power Administration
(1981-1986). He is also a; director of
Age 63 Standard Insurance Company (since 1987).
James A. McClure - Mr. McClure, 69, a DirectorCompany.
(PHOTO)
JOSEPH W. MARSHALL Chairman of the Board and Chief
Executive Officer of Idaho Power
Director since 1989 Company since 1991, is a partner in the law firm of Givens,
Pursley & Huntley and is President of McClure, Gerard &
Neuenschwander, Inc. He was formerly a United States Senator
(1973(1989 to 1991) and is apresent);
director of Boise Cascade
Corporation, The Williams Companies and Coeur d Alene MinesU. S. Bank of Idaho
Age 57 (since 1992).
(PHOTO)
PETER S. O'NEILL President, O'Neill Enterprises
Inc. (since 1990); director of
Director since March 1995 BMC West Corporation.
Age 59
CONTINUING DIRECTORS
RobertTERMS EXPIRE 1998
(PHOTO)
ROBERT D. Bolinder - Mr. Bolinder, 62, aBOLINDER Director of the
Company since 1980, is a director and Executive Vice
President CorporatePresident-Corporate Development
Director since 1980 and Planning and Development of Smith's Food &
Drug Centers, Inc. (since 1988), and;
Age 64 President of Robert D. Bolinder
Associates. He is also aAssociates; director of Hannaford
Bros. Co. Inc (term expires 1995).
Roger L. Breezley - Mr. Breezley, 55, a Director of the
Company since 1993, is a director and Chairman of the Board
of U. S. Bancorp (since 1987).
John B. Carley - Mr. Carley, 60, a Director of the
Company since 1990, is President (1984-1990) and Chief
Operating Officer (since 1990) and a director of Albertson's,
Inc (since 1979).
Evelyn Loveless - Mrs. Loveless, 60, a Director of the
Company since 1987, is Chief Executive Officer and a director
of Global, Inc., and a director of Key Bank of Idaho (since
1993).
Joseph W. Marshall - Mr. Marshall, 55, a Director of the
Company since 1989, is Chairman of the Board and Chief
Executive Officer (1989 to present) and a director of U. S.
Bank of Idaho (since 1992). He was formerly Executive Vice
President of the Company (1988-1989) (term expires 1995).
Jon
(PHOTO)
JON H. Miller - Mr. Miller, 56, a Director of the
Company since 1988, is a private investor. He wasMILLER Private Investor; formerly
President and Chief Operating
Director since 1988 Officer (1978-1990) and a
director (1977-1990) of Boise
Age 58 Cascade Corporation. He is
also aCorporation; director of
Specialty Paperboard Corporation (term
expires 1995).
Richard T. Norman - Mr. Norman, 69, a DirectorCorporation.
(PHOTO)
GENE C. ROSE Former partner, now of the
Company since 1987, is retired Chairman of the Board and
Chief Executive Officer of H&N Wholesalers, Inc., dba Norman
Supply.
Gene C. Rose - Mr. Rose, 65, a Director of the Company
since 1983, is a partner incounsel to
the law firm of Yturri, Rose,
Director since 1983 Burnham, Bentz & Helfrich (term expires 1995).
Phil Soulen - Mr. Soulen, 64, a Director of the Company
since 1971, isHelfrich.
Age 67
(PHOTO)
PHIL SOULEN President of Soulen Livestock Co. He is also;
President of Weiser Feed &
Director since 1971 Storage, Inc., and a director of
West One Bancorp (term expires 1995).
SECURITY OWNERSHIP OF MANAGEMENT
The table below and information following set forth the
number of shares beneficially owned on March 1, 1994, by the
Directors, by those Executive Officers named in the Summary
Compensation Table who are non-directors and by the Directors
and Executive Officers of the Company as a group:
AMOUNT AND NATURE PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS*
Common Stock Robert D. Bolinder 877 *
Common Stock Roger L. Breezley 500 *
Common Stock John B. Carley 2,156 *
Common Stock George L. Coiner 2,783 *
Common Stock Larry R. Gunnoe 14,701 *
Common Stock Peter T. Johnson 1,000 *
Common Stock Evelyn Loveless 935 *
Common Stock James A. McClure 200 *
Common Stock Joseph W. Marshall 15,253 *
Common Stock Jon H. Miller 500 *
Common Stock Richard T. Norman 2,700 *
Common Stock Gene C. Rose 1,960 *
Common Stock Phil Soulen 3,988 *
Common Stock Douglas H. Jackson 13,531 *
Common Stock J. LaMont Keen 5,778 *
Common Stock Jan B. Packwood 10,458 *
Common Stock
All present Directors and
Executive Officers
as a group (20 persons) 122,323 .33
Preferred Stock
All present Directors and
Executive Officers as a group (20 persons) 89 .050
______________
*Less than 1 percent.
All Directors and Executive Officers have voting and
investment power for the shares held by them including shares
owned through the Employee Savings Plan, Employee Stock
Ownership Plan, and Dividend Reinvestment and Stock Purchase
Plan.
Based solely upon a review of Company records and copies
of reports on Forms 3, 4 and 5 furnished to the Company or
written representations that no reports on Form 5 were
required, the Company believes that during 1993 all persons
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, filed the
required reports on a timely basis, except Mr. Packwood, who
filed a late report for two transactions.
Age 66
MEETINGS OF THE BOARD AND COMMITTEES
During 1993, theThe Board of Directors held six meetings.
In addition, membersmeetings during 1995. All
incumbent Directors with the exception of Mr. Breezley
attended at least 75 percent of the total meetings of the
Board attended standing committee
meetings.
EXECUTIVE COMMITTEE.of Directors and all committees of which they were
members. The functionaverage attendance during 1995 at all meetings
of the Executive
Committee is to reviewBoard and act upon various matters.
Pursuant toall meetings of the By-laws, the Committee has and may exercise
all the powersCommittees of the Board
was 92 percent. Board committees, their membership during
1995 and a brief statement of their principal
responsibilities are presented below.
Executive Committee
The Executive Committee, pursuant to the Company's By-laws,
can exercise the authority of the full Board of Directors
which may be lawfully delegated during intervals between meetings of the full
Board meetings.in the management of the business affairs of the
Company. It also acts as a nominating committee to review
Director candidates and to make recommendations to the Board of Directors with respectfor
Director candidates to samefill Board vacancies and to considerselect
nominees for membership on Board committees. In addition, it
considers shareholder nominees for the Board of Directors for
whom written resumes had beenare received prior to December 1011 for
the next succeedingyear's annual meeting. Members of the Committee are
Robert D. Bolinder (chairman), John B. Carley, Joseph W.
Marshall, Jon H. Miller and Gene C. Rose. During 1993,1995, the
Executive Committee met twice.
AUDIT COMMITTEE.Audit Committee
The primary function of the Audit Committee is to ascertain whetherassist the
Company booksBoard of Directors in fulfilling its oversight
responsibilities by reviewing the financial information which
will be provided to the shareholders and records are being kept in accordance with sound accounting
principlesothers, the systems
of internal controls which management and applicable rulesthe Board have
established, the audit process and regulations. In
addition, it reviews other services provided by the
independent auditors. The Committee also reviewsauditors, the plans and activities of the
Internal Audit Department.Department and the conducting of business
under the Business Conduct Guide. Members of the Committee
are Gene C. Rose (chairman), Robert D. Bolinder, Peter T.
Johnson and George L. Coiner.Jack K. Lemley. During 1993,1995, the Audit Committee
met fourthree times.
COMPENSATION COMMITTEE.Compensation Committee
The primary function of the Compensation Committee is to
establish compensation for
officers and Directors and the annual general wage adjustment
for Company employees and to make recommendations toassist the Board of Directors with respect to same.in discharging its duties and
responsibilities regarding management of the Company's total
compensation philosophy, total compensation programs for
executives, senior managers and employees, and all other
compensation-related matters which properly come before the
Board of Directors. Members of the Committee are John B.
Carley (chairman), Peter T. Johnson, Richard T. NormanEvelyn Loveless and
Evelyn Loveless.Peter S. O'Neill. During 1993,1995, the Compensation Committee
met three times.
FINANCE COMMITTEE. The function of thetwice.
Finance Committee
isThe Finance Committee has authority to authorize and approve
the issuance and sale or contract for the sale of debt
securities of the Company and/or the call for redemption of debt securities
of the Company. Members of the Committee are Joseph W.
Marshall (chairman), Robert D. Bolinder, John B. Carley and
Jon H. Miller. During 1993,1995, the Finance Committee met twice.
INVESTMENT COMMITTEE.did not
meet.
Investment Committee
The primary function of the Investment Committee is to approve investment guidelines forassist
the pension fund managersBoard of Directors in fulfilling its oversight
responsibilities to participants and beneficiaries under the
Retirement Plan and to meet withthe Company's shareholders by
reviewing Plan design, formulating investment philosophies
and evaluateestablishing investment policies, establishing
performance measurement objectives and benchmarks, monitoring
the performance of each fund manager.investment managers, trustees, independent
consultants and consulting actuaries to the Plan, reviewing
sufficiency of Plan assets to cover liabilities and reviewing
compliance with all applicable laws and regulations
pertaining to the Plan. Members of the Committee are Jon H.
Miller (chairman), Roger L. Breezley, James A.
McClure, Phil Soulen and Larry
R. Gunnoe. During 1993,1995, the Investment Committee met three
times.
The average attendance during l993 at all meetings of
the Board and all meetings of the Committees of the Board was
81 percent. Senator McClure attended fewer than 75 percent
of all regular and applicable committee meetings.
TRANSACTIONS WITH MANAGEMENT
For more than 30 years, the law firm of Yturri, Rose,
Burnham, Bentz & Helfrich has represented the Company from
time to time in legal proceedings in the State of Oregon
including regulatory matters before the Public Utility
Commission of Oregon. In 1993,1995, the law firm was paid
$57,861.61$62,494.77 for legal services. Gene C. Rose, a Director, is
of counsel to the firm.
See Compensation Committee Interlocks and Insider
Participation for additional information regarding Mr.
O'Neill.
2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITOR
At the meeting, the shareholders will be asked to ratify the
selection by the Board of Directors of Deloitte & Touche LLP
as the firm of independent public accountants to audit the
financial statements of the Company for the fiscal year 1996.
This firm has conducted consolidated annual audits of the
Company for many years 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
partnerstatement and to respond to appropriate questions.
The Board of Directors unanimously recommends a vote FOR
Deloitte & Touche LLP as Independent Auditor.
3. 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 firm.
In 1991,Notice of Meeting and this Proxy
Statement. The Board of Directors is aware that a
shareholder may present at the meeting a proposal requesting
that the Company entered intoextend its confidential shareholder voting
policy to a contractsituation where there is a solicitation of
proxies in opposition to the Board of Directors. If the
proposal is properly brought before the meeting, or any
adjournment thereof, it is intended that the persons named
in the proxy will use their discretionary authority 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. The Company is
also aware that this same shareholder has filed preliminary
solicitation materials with the consulting firm of McClure, Gerard & Neuenschwander, Inc.,Securities and Exchange
Commission and may solicit proxies with respect to adviseits
proposal. Should that occur, the Company from timemay send or
deliver additional proxy materials to timeshareholders.
At the meeting, management will report on certain federal
legislativethe Company's
business, and agency matters. In 1993,shareholders will have an opportunity to ask
questions.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following information sets forth the firm was paid
$92,744.68 for such services. The law firmnumber of Givens,
Pursley & Huntley also representsshares
beneficially owned on March 1, 1996, by the Directors and
nominees, by those Executive Officers named in the Summary
Compensation Table and by the Directors and Executive
Officers of the Company from timeas a group:
AMOUNT OF PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS*
Common Stock Robert D. Bolinder 877 *
Common Stock Roger L. Breezley 578 *
Common Stock John B. Carley 2,493 *
Common Stock Larry R. Gunnoe 22,133 *
Common Stock Peter T. Johnson 2,000 *
Common Stock Jack K. Lemley 1,500 *
Common Stock Evelyn Loveless 1,081 *
Common Stock Joseph W. Marshall 24,887 *
Common Stock Jon H. Miller 500 *
Common Stock Peter S. O'Neill 0 *
Common Stock Gene C. Rose 2,210 *
Common Stock Phil Soulen 5,771 *
Common Stock Douglas H. Jackson 19,240 *
Common Stock J. LaMont Keen 9,323 *
Common Stock Jan B. Packwood 13,897 *
Common Stock All present Directors and
Executive Officers
as a group (18 persons) 139,210 .37
Preferred Stock All present Directors and
Executive Officers as a group
(18 persons) 0 0
______________
*Less than 1 percent.
(1)Includes shares of Common Stock subject to forfeiture and restrictions on
transfer issued pursuant to the 1994 Restricted Stock Plan for officers and
executives of the Company.
All Directors and Executive Officers have 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.
Based solely upon a review of Company records and copies of
reports on Forms 3, 4 and 5 furnished to timethe Company or
written representations that no reports on various matters. In 1993,Form 5 were
required, the law firm was paid
$22,456.63 for legal services. James A. McClure,Company believes that during 1995 all persons
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, filed the
required reports on a Director,
istimely basis except Mr. Minor, who
filed a partner in both firms.late Form 3 following his appointment as Senior
Manager of Human Resources on October 1, 1995.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS AND DIRECTORS
REPORT OF COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee (Committee) of the Board of
Directors administers the Company sCompany's executive compensation
program. As such, the Committee is responsible for
recommending (1) the compensation philosophy, (2) executive
compensation plans that support the philosophy, and (3) the
appropriate levels of compensation for Executive Officers.
The Committee is composedconsisted of four independent, non-employee
Directors. Following the development of recommendations by
the Compensation Committee, allcertain issues related to
executive compensation are submitted to the full Board of
Directors for approval. The Board approved, without
modification, allthose executive compensation recommendations of
the Committee submitted to the Board for 1993.1995.
EXECUTIVE OFFICER COMPENSATION PHILOSOPHY
The compensation philosophy for Executive Officers is
consistent with the compensation philosophy the Company has
adopted for all employees. The Company sCompany's compensation
program is designed to:
1. manage employee compensation as an investment with the
expectation employees will contribute to the Company sCompany's
financial performance, its environmental record and
public reputation in the territory it serves and help
provide a positive return to shareholders;
2. be competitive with respect to those companies in the
markets in which we competethe Company competes for employees,
allowing the Company to successfully attract and retain
the qualified employees necessary for long-
termlong-term success;
3. recognize individuals for their demonstrated ability to
perform their position responsibilities; and
4. balance total compensation with the Company sCompany's ability to
pay.
EXECUTIVE OFFICER 19931994 COMPENSATION
As part of its review of the Company's executive total
compensation program (base salary, annual and long term
incentives and retirement) completed during 1994, the
Committee studied the appropriate competitive market for
executive compensation. The previous competitive market was
electric utilities with revenues of $300 to 600 million
annually. After review, the Committee concluded that this
market did not appropriately reflect the size and complexity
of the Company due to its hydro production base and low cost
rate structure. In November 1994, the Committee selected
comparable utilities with annual revenues ranging from $500
million to $700 million as the new competitive market for
executive total compensation. The Committee believes this
competitive market to be more representative of the Company's
size and complexity while still reflective of the Company's
revenues.
EXECUTIVE OFFICER 1995 COMPENSATION
Salary ranges for Executive Officers are reviewed annually
and are established as a percentage of the
compensation of the Chairman of the Board and Chief Executive
Officer. The salary ranges are supported by salary comparisons with similar
positions in electric utilities throughout the United States
with annual revenues ranging from $300$500 million to $600$700
million. The competitive point for executive compensation
for 19931995 was targeted near the median of the salary levels
for executive officers of these utilities. Actual
compensation of individual Executive Officers is based upon
their levels of responsibility, experience in their
positions, prior experience, breadth of knowledge and job
performance. The electric utility group utilized by the
Committee to compare Executive Officer salaries is different
from the Salomon BrothersEEI 100 Electric Utilities Index group utilized by
the Company to compare the financial performance of the
Company with a nationally recognized industry standard. The
Committee believed that, for 1993,1995, it was more appropriate to
compare Executive Officer salaries with electric utilities of
comparable revenues, size and complexity than with all
electric utilities regardless of size as represented in the
Salomon Brothers 100EEI Electric Utilities Index.
In November of 1992,1994, the Committee recommended 1993adjustments to
the 1995 salary range adjustmentsranges for the Executive Officers that
corresponded toOfficer group based
on the Company s General Wage Adjustment of 2
percent. Actual 1993annual Executive Officer compensation review
referenced above. Because Executive Officer salaries
remained low versus the comparison group, salary adjustments
for individual
officers were based upon1995 averaged approximately 6 percent, to move them
nearer the median of the comparison group. The Committee
considered each of the factors discussed above and in
some cases,but did not
assign a need to restore officerformal weighting for each factor.
The Company implemented the Executive Annual Incentive Plan
(Executive Incentive Plan) on January 1, 1995. This plan
ties a portion of each executive's annual compensation to
achieving annual operational and financial goals. For 1995,
the Incentive Plan required a threshold level of Company
financial performance (earnings per share at or above $1.87)
before any incentive compensation is paid to executives. The
incentive awards are based upon pre-established performance
goals designed to promote safety, control capital
expenditures, control operation and maintenance expenses and
increase annual earnings per share. Each goal is designed
with a minimum, target and maximum performance payout level
and is weighted evenly at 25 percent for each of the four
goals. The safety goal measures Company performance in four
areas cumulative accidents (80 or less), lost time accidents
(20 or less), lost time hours (1,600 or less) and no employee
fatalities. In the safety area, the level of payout is based
on the number of goals achieved. The financial goals measure
Company performance in three areas capital expenditures
(minimum $98.5 million, target $96.8 million and maximum
$95.2 million), other operational and maintenance expenses
(minimum $181.2 million, target $178.2 million and maximum
$175.2 million) and earnings per share (minimum $1.87, target
$1.92 and maximum $1.97). The award opportunities vary by
position as a percentage of base salary with the award
opportunities for the first seven executive officers ranging
from a minimum of 6.5 percent to a maximum of 19.5 percent
and the other executive officers having award opportunities
ranging from a minimum of 4.5 percent to a maximum of 13.5
percent. The target award level was established, based upon
a review of the comparison group, at a level below the median
target levels among the comparison group. In 1995, the
Company achieved the maximum level of performance for each
goal area, and as a result, executive officers will receive
the maximum award under the Incentive Plan. Awards under the
Executive Incentive Plan are reflected in the bonus column of
the Summary Compensation Table.
The 1994 Restricted Stock Plan (Restricted Stock Plan),
approved by shareholders at the May 1994 Annual Meeting, was
implemented in January 1995 as an equity-based long-term
incentive plan. The first grant under the Plan was made to
all officers in January 1995. For the first grant, the
Committee selected a three-year restricted period beginning
January 1, 1995 through December 31, 1997, with a single
financial performance goal of Cumulative Earnings Per Share
(CEPS) designed with a minimum, target and maximum
performance payout level. To receive a final share award
after the restricted period ends, each officer must be
employed by the Company, as an officer, during the entire
restricted period, and the Company must achieve the CEPS
performance goal established by the Board of Directors. The
restricted stock grant percentage (a percentage of base
salary converted into shares of stock based upon the closing
stock price for a share of Company common stock on
December 31, 1994) varied by position with the percentage for
the Chief Executive Officer and the President and Chief
Operating Officer ranging from a minimum of 9 percent to a
maximum of 27 percent. For the next tier of five executive
officers, the percentage ranges from a minimum of 6 percent
to a maximum of 18 percent with the final two executive
officers having a grant percentage ranging from a minimum of
4 percent to a maximum of 12 percent. The target grant
percentages were established, based upon a review of the
comparison group, at a level below the median target levels
among the comparison group.
The Company has no policy regarding the deductibility of
qualifying compensation paid to Executive Officers under
Section 162(m) of the Internal Revenue Code.
CEO 1995 COMPENSATION
Mr. Marshall became Chief Executive Officer of the Company in
1989. In January of 1995, Mr. Marshall was granted a salary
increase of approximately 7 percent. The competitiveness of
Mr. Marshall's salary is reviewed annually based upon
comparisons with salaries of chief executive officers of
comparable utilities with annual revenues ranging from $500
million to $700 million. The competitive point for Mr.
Marshall's salary is targeted near the median of this
comparison. The actual 1995 salary adjustment for Mr.
Marshall is based on the level of his responsibilities, the
depth of his experience, his job performance and the overall
competitive level followingof his current compensation based on the
officerannual Executive Officer compensation review referenced above
and was near the median of salary freeze in
effect through 1992 due to drought conditions.levels for chief executive
officers of the comparison utility group. The Committee
considered each of these factors but did not assign a formal
weighting for each factor. During 1993,Mr. Marshall is a participant
under the Executive Officers received onlyIncentive Plan with a 1995 award
opportunity ranging from a minimum of 6.5 percent to a
maximum of 19.5 percent of base salary compensation becausesalary. This award level was
established based upon the
Company did not have an incentive or bonus plan for officers.
CEO 1993 COMPENSATION
Mr. Marshall became Chief Executive Officer compensation
review referenced above and was approximately two-thirds of
the Company in 1989. In Januarymedian level of 1993, Mr. Marshall was
granted a salary increase of approximately 5 percent. Mr.
Marshall s salary is reviewed annually and is adjusted based
upon comparisons with salaries ofaward opportunities for chief executive
officers of comparable utilities with annual revenues ranging from $300
million to $600 million, his length of service withthe comparison utility group. In 1995, the
Company as Chief Executive Officer,achieved the maximum level of his
responsibilities,performance for each
goal area, and as a result, Mr. Marshall will receive an
award under the depthExecutive Incentive Plan of 19.5 percent of
his experience and his job
performance. The Committee considered eachbase salary. This award is reflected in the bonus column
of these factors
but did not assign a formal weighting for each factor.
During 1993,the Summary Compensation Table. In addition, Mr. Marshall
received only base salary
compensation becauseis a participant in the Company did not have an incentive or
bonus plan for the Chief Executive Officer.
FUTURE PLANS
During 1993, the Committee retained an executive
compensation consultant to assist in reviewing the Company s
Executive Officer compensation practices. The Committee s
efforts in 1993 focused on developing a compensation
philosophy, reviewing the competitiveness of the current
compensation package (base salary, retirement and other
benefits), developing an annual calendar for committee
meetings and studying the feasibility and appropriateness of
implementing an incentive (pay at risk) compensation program.
The Committee s compensation consultant participated in all
three of the Committee s 1993 meetings.
The Committee has recommended implementation of a Restricted Stock Plan as discussed
above and received a long-term incentive for officersstock grant at the target level of 18
percent in 1995 and other key employees who, inwill receive a final share award after
the opinionrestricted period ends if he remains employed by the
Company as an officer during the entire restricted period and
the Company achieves its CEPS performance goal established by
the Board of the Committee,
have significant responsibility for the growth, development
and financial success of the Company. It is the Committee s
belief that implementation of the Restricted Stock Plan would
provide an equity-based incentive program that would
recognize key personnel for outstanding performance, assist
in retention of key personnel and would facilitate alignment
of business decisions with shareholder interests. The
Restricted Stock Plan is discussed as Proposal 3 and is fully
set forth in Appendix A.Directors.
John B. Carley, Chairman Evelyn Loveless
Peter T. Johnson Richard T. NormanPeter S. O'Neill
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
___________________ AWARDS PAYOUTS
____________________ _______
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND SALARY BONUS SATION(1) AWARD(S) SARs PAYOUTS SATION(2)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
__________________ ____ _______ _____ _________ _________ _________________ __________ _______ _________
Joseph W. Marshall 1995 375,000 73,125 - 75,200 0 0 $6,000
Chairman of the Board 1994 350,000 0 - 0 0 0 $6,000
and Chief Executive 1993 315,000 0 --- 0 0 0 $9,434
Chairman of the BoardOfficer
Larry R. Gunnoe 1995 240,000 46,800 - 50,760 0 0 $6,000
President and 1992 300,0001994 220,000 0 --- 0 0 0 $8,500$6,000
Chief ExecutiveOperating Officer 1991 280,000 0 -- 0 0 0 $6,480
Larry R. Gunnoe 1993 185,000 0 --- 0 0 0 $7,400
President and 1992 174,000Jan B. Packwood 1995 155,000 30,225 - 23,970 0 --0 $6,000
Vice President- 1994 149,000 0 - 0 0 0 $6,670
Chief Operating Officer 1991 158,000 0 -- 0 0 0 $5,688
Jan B. Packwood$5,960
Power Supply 1993 134,000 0 --- 0 0 0 $2,624
Douglas H. Jackson 1995 155,000 30,225 - 23,970 0 0 $6,000
Vice President- 1992 124,0001994 145,000 0 --- 0 0 0 $3,513
Power Supply 1991 115,000 0 -- 0 0 0 $3,024
Douglas H. Jackson$5,800
Distribution 1993 130,000 0 --- 0 0 0 $5,200
J. LaMont Keen 1995 152,000 29,640 - 23,970 0 0 $6,000
Vice President- 1992 120,333President 1994 141,000 0 --- 0 0 0 $4,612
Distribution 1991 103,333$5,640
and Chief 1993 127,000 0 --- 0 0 0 $3,720
J. LaMont Keen 1993 127,000 0 -- 0 0 0 $5,080
Vice President 1992 121,667 0 -- 0 0 0 $4,660
and Chief 1991 96,667 0 -- 0 0 0 $3,480
Financial Officer
_____________
(1) The aggregate value of perks/personal benefits for each named Executive Officer is substantially
less than the minimum disclosure requirements.
(2) These dollar amounts represent 3,200 shares for Mr. Marshall, 2,160 shares for Mr. Gunnoe and 1,020 shares each for Messrs.
Packwood, Jackson and Keen, times the price per share of Company common stock as of December 31, 1994. Each officer receives
non-preferential dividends on the shares. The value of the shares at December 31, 1995, was $96,000 for Mr. Marshall, $64,800
for Mr. Gunnoe, and $30,600 each for Messrs. Packwood, Jackson and Keen.
(3) Represents the Company's contribution of an additional amount to the Employee Savings Plan equal
to 60 percent for the year 1991 and for the first six months of 1992 and 66 2/3 percent for the
last six months of 1992 and for the year 1993 of the total contribution of the named Executive Officer not exceeding 6
percent of base monthly compensation.
/TABLE
PERFORMANCE GRAPH
The following table shows a Comparison of Five-year
Cumulative Total Shareowner Return for Idaho Power Company
Common Stock, the S&P 500 Index, and the Salomon Brothers(401-k plan).
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $600
for each Board meeting and for each committee meeting
attended. In addition, non-employee Directors who are
chairmen of Board committees receive $1,200 per month; other
non-employee Directors receive $1,000 per month. The Company
permits Directors to 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, or a
series of up to 10 equal annual payments, depending upon the
specific deferral arrangement. A special account is
maintained on the Company's books showing the amounts
deferred and the interest accrued thereon. The Directors
participate in a non-qualified deferred compensation plan (a
non-qualified defined benefit plan for Directors) that is
financed by life insurance on the participants and provides,
upon retirement from the Board, for the payment of $17,500
per year for a period of 15 years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee for 1995 were John
B. Carley, Peter T. Johnson, Evelyn Loveless and Peter S.
O'Neill. O'Neill Enterprises, of which Mr. O'Neill is
president, is the developer of the Surprise Valley
Partnership developing a residential community in southeast
Boise. In 1995, the Company executed agreements selling and
leasing land to the Surprise Valley Partnership. The Company
purchased the land in 1957. In February of 1995, the Company
sold approximately 9.75 acres for $81,500 and relinquished an
adjacent utility easement for $13,087. The price was based
on fair market value established by independent appraisers.
The Company's appraisal was provided by Nelson & Hastings,
Real Estate Appraisers and Consultants, with Brad Janoush
Appraisal M.A.I. providing the appraisal for Surprise Valley
Partnership. In May of 1995, the Company entered into an
agreement leasing approximately 48.21 acres to Surprise
Valley Partnership for 10 years at a monthly rate of
$1,118.75. The lease payments were based on an 8 percent
return on fair market value with the fair market value of the
leased land determined by the appraisers mentioned above.
PERFORMANCE GRAPH
The table shows a Comparison of Five-Year Cumulative Total
Shareholder Return for Idaho Power Company 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, 1988. The Salomon Brothers 100
Electric Utilities Index includes all investor-owned electric
utilities.
Salomon Bros.
Idaho Power S&P 500 Elec. Utilities
Dec. 31, 1988 100.00 100.00 100.00
1989 135.75 131.69 130.68 1990, 128.14 127.60 132.12
1991 153.69 166.47 171.09
1992 157.67 179.15 184.38
1993 185.07 197.21 205.52
The Securities and Exchange Commission requires that the
Company include in this Proxy Statement a line graph
presentation comparing the cumulative, five-year total
shareowner return on its Common Stock with the cumulative
total shareowner return of a broad equity market index and
either a nationally recognized industry standard or an index
of peer companies selected by the Company. The above graph
compares the performance of the Company with that of the S&P
500 Index and the Salomon Brothers 100 Electric Utilities
Index and assumes $100 invested on December 31, 1988, with beginning-of-period
weighting of the peer group indices (based on market
capitalization) and monthly compounding of returns.
During the 1987-1992 time frame, the Company
experienced a period of prolonged drought conditions which
dramatically reduced hydroelectric generation and hampered
financial performance.
EEI 100
Idaho Power S & P 500 Electric Utilities
1990 100.00 100.00 100.00
1991 119.94 130.47 128.87
1992 123.05 140.41 138.69
1993 144.43 154.56 154.11
1994 120.12 156.60 136.28
1995 165.02 214.86 178.55
RETIREMENT BENEFITS
The following table sets forth the estimated annual
retirement benefits payable under the Company's Retirement
Plan (a qualified defined benefit pension plan for all
regular employees), under the Company's Security Plan for
Senior Management Employees (a non-qualified defined benefit
plan for senior management employees) and under the Company's
Supplemental Employee Retirement Plan (a non-qualified plan
that provides benefits that would otherwise be denied
participants by reason of certain Internal Revenue Code
limitations on qualified plan benefits):
PENSION PLANS
The following table sets forth the estimated annual
pension benefits payable under the Company's Retirement Plan
(a qualified defined benefit pension plan for all regular
employees) and under the Company s Security Plan for Senior
Management Employees (a non-qualified defined benefit plan
for senior management employees)PLAN TABLE
REMUNERATION YEARS OF SERVICE
_____________________________________________________________________________
15 20 25 30 35 40
$ 75,000 $ 45,000 $ 48,750 $ 52,500 $ 56,250 $ 56,250 $ 56,250
$100,000 $ 60,000 $ 65,000 $ 70,000 $ 75,000 $ 75,000 $ 75,000
$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
Benefits under the Retirement Plan for senior management
employees 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, 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. The Security Plan is
financed by life insurance on the participants and is
designed so that if assumptions made as to mortality
expectation, policy dividends and other factors are realized,
the Company will recover the cost of this plan. The Company
has a Supplemental Employee Retirement Plan (a non-qualified
plan that provides benefits that would otherwise be denied
participants by reason of certain Internal Revenue Code
limitations on qualified plan benefits) (SERP). Mr.
Marshall, Chairman of the Board and Chief Executive Officer,
and Mr. Gunnoe, President and Chief Operating Officer, are
the only employees currently eligible for benefits under the
SERP. Benefits payable from the Retirement Plan, the
Security Plan and from the SERP 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, 1995, the final five-year average salary
plus bonus under the retirement plans as referred to above
for the five Executive Officers named in the Summary
Compensation Table are: Mr. Marshall, $324,000; Mr. Gunnoe,
$195,400; Mr. Packwood, $135,400; Mr. Jackson, $130,733; and
Mr. Keen, $127,667. Years of credited service under the
Retirement Plan and years of participation as a senior
management employee are, respectively: Mr. Marshall, 26, 19;
Mr. Gunnoe, 27, 20; Mr. Packwood, 26, 19; Mr. Jackson, 39,
19; and Mr. Keen, 22, 13.
ANNUAL REPORT
The Company's 1995 annual report to shareholders, including
financial statements for 1993, 1994 and 1995, was mailed on
or about March 13, 1996, to all shareholders of record, and
copies have been mailed to all persons becoming shareholders
of record up to and including the stock record date for the
meeting. The rules of the Securities and Exchange Commission
require that an annual report accompany or precede the proxy
materials. However, no more than one annual report need be
sent to the same address. If more than one annual report is
being sent to your address and you wish to reduce the number
of annual reports you receive, please mark the Discontinue
Annual Report Mailing box in the Special Action area on the
proxy card.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present for
action at the Company's 1997 Annual Meeting must be received
by the Corporate Secretary of the Company at the Company's
corporate sheadquarters by 5:00 P. M. on or before November
20, 1996, if it is to be considered for inclusion in the
Proxy Statement and proxy card(s) for the Annual Meeting of
Shareholders.
It is requested that each shareholder who cannot attend the
meeting send in his or her proxy or proxies without delay.
REMUNERATION YEARS OF SERVICE
_____________________________________________________________________________
15 20 25 30 35 40
$ 75,000 $ 57,125 $ 62,000 $ 66,875 $ 71,750 $ 75,125 $ 78,500
$100,000 $ 73,250 $ 79,750 $ 86,250 $ 92,750 $ 97,250 $101,750
$125,000 $ 91,875 $100,000 $108,125 $116,250 $121,875 $127,500
$150,000 $113,000 $122,750 $132,500 $142,250 $146,000 $155,750
$175,000 $117,875 $129,250 $140,625 $152,000 $159,875 $167,750
$200,000 $141,500 $154,500 $167,500 $180,500 $189,500 $198,500
$225,000 $167,625 $182,250 $196,875 $211,500 $221,625 $231,750
$250,000 $169,739 $185,068 $200,398 $215,728 $226,340 $236,953
$300,000 $169,739 $185,068 $200,398 $215,728 $226,340 $236,953
$325,000 $169,739 $185,068 $200,398 $215,728 $226,340 $236,953
Benefits under the Retirement Plan for senior management
employees upon retirement, normal retirement age 65 years,
are calculated on years of credited service using the average
of the highest five consecutive years' salaries (as reported
in the Summary Compensation Table) in the last 10 years
before retirement. The annual retirement benefits for all
other regular employees under the Retirement Plan are
calculated under a methodology which results in their
receiving a higher percentage of final average pay than
senior management employees. Benefits under the Security
Plan for Senior Management Employees are based upon salary at
retirement, normal retirement age 65 years, and are payable
over a 15-year period to the participant or the participant s
beneficiary upon death or retirement. Generally, death and
supplemental retirement benefits will vary from 45 percent to
56 percent and will average approximately 50 percent of
salary at retirement. The plan is funded by life insurance
on the participants and is designed so that if assumptions
made as to participant contributions, mortality expectation,
policy dividends and other factors are realized, the Company
will recover the cost of this plan. Benefits are not subject
to any deduction for Social Security benefits or other offset
amounts. The Company has a Supplemental Employee Retirement
Plan (a non-qualified plan that provides benefits that would
otherwise be denied participants by reason of certain
Internal Revenue Code limitations on qualified plan benefits)
(SERP). If Mr. Marshall had retired effective December 31,
1993, he would receive under the SERP annual retirement
payments totaling $7,003.72.
As of December 31, 1993, the final five-year average
salaries under the Retirement Plan for the five Executive
Officers named in the Summary Compensation Table are: Mr.
Marshall, $255,333; Mr. Gunnoe, $150,600; Mr. Packwood,
$110,056; Mr. Jackson, $102,365; and Mr. Keen, $100,056.
Years of credited service under the pension plans are: Mr.
Marshall, 24; Mr. Gunnoe, 25; Mr. Packwood, 24; Mr. Jackson,
37; and Mr. Keen, 20.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive
$600 for each Board meeting and for each committee meeting
attended. In addition, non-employee Directors who are
chairmen of Board committees receive $1,200 per month; other
non-employee Directors receive $1,000 per month. The Company
permits Directors to 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, or a
series of up to 10 equal annual payments, depending upon the
specific deferral arrangement. A special account is
maintained on the Company s books showing the amounts
deferred and the interest accrued thereon. The Directors
participate in a non-qualified deferred compensation plan (a
non-qualified defined benefit plan for directors) that is
funded by life insurance on the participants and provides,
upon retirement from the Board, for the payment of $17,500
per year for a period of 15 years.
PROPOSAL 2
RATIFICATION OF DELOITTE & TOUCHE AS
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1994
At the meeting, the shareholders will be asked to ratify
the selection by the Board of Directors of Deloitte & Touche
as the firm of independent public accountants to audit the
books of accounts and records of the Company for the fiscal
year l994.
A representative of Deloitte & Touche is expected to be
present at the Annual Meeting of Shareholders and will have
an opportunity to make a statement and to respond to
appropriate questions.
PROPOSAL 3
AUTHORIZATION OF 1994 RESTRICTED STOCK PLAN
FOR OFFICERS AND EXECUTIVES
The Board of Directors of the Company unanimously
adopted, subject to shareholder approval, the Idaho Power
Company 1994 Restricted Stock Plan (the Plan ). The Board
of Directors and the Compensation Committee of the Board
believe that implementation of a restricted stock plan will
serve as a long-term incentive for officers and key
executives who have significant responsibility for the
growth, development and financial success of the Company.
The Board approved 370,000 shares of Common Stock of the
Company, $2.50 par value, for awards under the Plan,
approximating 1 percent of the total shares outstanding. The
following is a summary of the material features of the Plan,
a complete copy of which appears as Appendix A hereto. The
summary is qualified in its entirety by reference to
Appendix A.
PARTICIPATION
All officers and key executives (approximately 20) are
eligible to participate in the Plan. Participants are those
officers and key executives who may be selected by the
Compensation Committee in its sole discretion from those
eligible for awards. Non-employee Directors are not eligible
to participate.
ADMINISTRATION
The Plan is administered by the Compensation Committee
of the Board of Directors, which Committee is composed
entirely of non-employee Directors. The Committee meets the
disinterested administration requirements of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the
Exchange Act ).
TYPE OF AWARDS
The Plan provides for granting of restricted stock. The
amount of award, the time when made, the length of the
restricted period, the applicable restrictions, forfeiture
provisions, performance criteria, if any, dividend and voting
rights, if any, and any other terms of the award are
determined by the Compensation Committee at the time of
grant, subject to the express provisions of the Plan.
Awards which are not yet vested will vest immediately
upon any change in control of the Company, as defined in
the Plan.
TERM AND AMENDMENT
The Plan was adopted by the Board of Directors effective
July 1, 1994, subject to shareholder approval. The Plan is
subject to termination by the Board at any time. The Board
may amend the Plan without further approval of the
shareholders except to the extent required.
SHARES SUBJECT TO PLAN
The number of shares of Common Stock of the Company,
$2.50 par value, underlying awards under the Plan is 370,000
shares in the aggregate (subject to anti-dilution
adjustments). Shares underlying awards that expire unearned
or which are forfeited are thereafter available for further
grants to the maximum extent possible. The closing price of
Company Common Stock on the New York Stock Exchange on March
1, 1994, was $27.625 per share. Common Stock issued under
the Plan may be either authorized but unissued shares,
treasury stock or shares acquired on the open market.
GRANT INFORMATION
The number of officers and key executives who will be
selected for awards under the Plan in the future will vary
from year to year. It is not possible to determine awards
that will be made pursuant to the Plan in the future.
VOTING
For purposes of Rule 16b-3 under the Exchange Act and
Idaho law, approval of the Plan requires the affirmative vote
of a majority of the shares then represented at the meeting
and entitled to vote. Abstentions will be counted as being
represented at the meeting and, therefore, will have the same
effect as negative votes. Non-votes (i.e., shares held by
brokers, fiduciaries or other nominees which are not
permitted to vote on the proposal) will not be counted as
being represented at the meeting and entitled to vote and
therefore will have no effect on the outcome.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PLAN.
ANNUAL REPORT
The Company's 1993 annual report to shareholders,
including financial statements for l991, 1992 and 1993, was
mailed on or about March 8, 1994, to all shareholders of
record, and copies have been mailed to all persons becoming
shareholders of record up to and including the stock record
date for the meeting.
PROPOSALS OF SECURITY HOLDERS
Any proposal which a security holder intends to present
for action at the Company's 1995 annual meeting must be
received by the Corporate Secretary of the Company at the
Company's general office by 5:00 P. M. on November 24, 1994,
if it is to be considered for inclusion in the Proxy
Statement for the Annual Meeting of Shareholders.
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 Meeting and this Proxy
Statement. In addition, they have not been informed that any
other matter will be presented to the meeting by others. If
any other business comes before the meeting, or any
adjournment thereof, the persons named in the proxy will vote
on such matters according to their best judgment.
It is requested that each shareholder who cannot attend
the meeting send in his or her proxy or proxies without
delay.
By Order of the Board of Directors
Robert W. Stahman
Corporate Secretary
BOISE, IDAHO
March 25, 1994
APPENDIX A
IDAHO POWER COMPANY
1994 RESTRICTED STOCK PLAN
PREAMBLE
Effective as of July 1, 1994, Idaho Power Company (the
Company ), has adopted the IDAHO POWER COMPANY 1994
RESTRICTED STOCK PLAN (the Plan ) for the benefit of its
eligible employees.
ARTICLE I
PURPOSE AND ELIGIBILITY
1.1 Purpose. The purpose of the Plan is to award
shares of common stock to certain officers and executives
( key employees ) of the Company and its wholly-owned
subsidiaries to provide an equity-based incentive program to
key employees that encourages retention, facilitates
alignment of business decisions with shareholder interests
and recognizes key employees for outstanding performance.
1.2 Eligibility. Subject to the determination of the
Committee described in Section 2.2 herein, all officers and
key executives of the Company and its wholly-owned
subsidiaries shall be eligible to receive awards under the
Plan. A person who receives an award under the Plan is
referred to herein as a Participant.
ARTICLE II
AWARDS
2.1 Shares Available for Awards. The maximum number of
shares which may be awarded from time to time under the Plan
is 370,000. Shares of common stock awarded under the Plan
( Restricted Shares ) shall be authorized but unissued shares
of common stock of the Company, treasury shares or shares
purchased on the open market. Restricted Shares which are
not earned or which are forfeited shall again be available
for subsequent awards under the Plan. Such shares may be
regranted to key employees who are deemed to be insiders
under Section 16 ( Section 16") of the Securities Exchange
Act of 1934, as amended (the Exchange Act ) to the maximum
extent permitted by the rules thereunder.
2.2 The Committee. All awards made hereunder shall be
made to such key employees as shall be determined solely by
the Compensation Committee of the Board of Directors of the
Company, or such other committee as the Board of Directors
shall determine (the Committee ).
The Committee shall consist of not less than two members
of the Board of Directors who shall, to the extent required,
meet the requirements for disinterested administration as set
forth in Rule 16b-3 of the Exchange Act. The Committee shall
have full discretion and exclusive power, subject to the
provisions of the Plan, to select and determine the key
employees to whom awards are made, the times when awards are
made, the number of Restricted Shares granted, the length of
the restricted period (the Restricted Period ), the
applicable restrictions, forfeiture provisions, performance
criteria, if any, dividend rights, if any, voting rights, if
any, and any other rights, terms and conditions it may choose
to apply to such awards.
The Committee shall have full power and authority to
interpret and apply the provisions of the Plan, and to
prescribe, amend and rescind such rules and regulations
relating to the Plan as it shall deem desirable. Any
interpretation, determination or other action taken by the
Committee shall be final, binding and conclusive. No member
of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with
respect to the Plan or awards made hereunder.
2.3 Awards.
(a) The terms of each award, as determined solely by
the Committee, shall be set forth in a written agreement (a
Restricted Stock Agreement ) duly executed on behalf of the
Company and the Participant in such form as the Committee
shall from time to time approve.
(b) A stock certificate representing the number of
Restricted Shares granted to a Participant shall be
registered in the Participant s name but shall be held in
custody by the Company for the Participant s account. The
Participant shall not have the right to vote such Restricted
Shares or to receive dividends thereon unless such rights are
granted by the Committee. In addition, the following
restrictions shall apply: (i) the Participant shall not be
entitled to delivery of a certificate until the expiration or
termination of the Restricted Period and the satisfaction of
performance criteria, if any; (ii) none of the Restricted
Shares may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of during the Restricted
Period, other than by will or the laws of descent and
distribution; and (iii) all of the Restricted Shares shall be
forfeited by the Participant without further obligation on
the part of the Company as of the date of the Participant s
termination of employment in accordance with the provisions
of Section 3.1 hereof prior to the expiration or termination
of the Restricted Period. Upon the forfeiture of any
Restricted Shares, such forfeited shares shall be transferred
to the Company without further action by the Participant.
(c) Upon the expiration or termination of the
Restricted Period and the satisfaction of performance
criteria, if any, the restrictions imposed on the appropriate
Restricted Shares shall lapse and a stock certificate for the
number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered to the
Participant, free of all such restrictions, except any that
may be imposed by law or by the applicable Restricted Stock
Agreement. Except as provided under Section 5.3 hereof, no
payment will be required from the Participant upon the
issuance or delivery of any Restricted Shares.
2.4 Section 83(b) Election. A Participant who files an
election with the Internal Revenue Service to include the
fair market value of any Restricted Shares in gross income
while they are still subject to restrictions shall promptly
furnish the Company with a copy of such election together
with the amount of any federal, state, local or other taxes
required to be withheld to enable the Company to claim an
income tax deduction with respect to such election.
2.5 Adjustment in Event of Changes in Capitalization.
In the event of a recapitalization, stock split, stock
dividend, stock combination, exchange of shares, merger,
consolidation, acquisition or disposition of property or
shares, reorganization, liquidation, or other similar changes
or transactions, of or by the Company, the aggregate number
of Restricted Shares shall be appropriately adjusted and all
provisions of this Plan with respect to the number of
Restricted Shares shall also be adjusted.
ARTICLE III
TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL
3.1 Termination of Employment. Subject to the
Committee s right to determine otherwise at the time of
grant, upon termination of the Participant s employment with
the Company by reason of death or disability, or with
approval of the Committee upon retiring from the Company
prior to attaining age 62, all unvested Restricted Stock
shall immediately vest. Upon termination of employment for
any other reason, all unvested Restricted Stock shall be
forfeited.
3.2 Change in Control. All unvested Restricted Shares
shall vest immediately upon a change in control . Change
in control shall mean the earlier of the following to occur:
(a) the public announcement by the Company or by any person
(which shall not include the Company, any subsidiary of the
Company or any employee benefit plan of the Company 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 of Directors of the Company such
that, during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute
the Board of Directors of the Company 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 of Directors of the Company at the
beginning of the period; or (e) any other event which shall
be deemed by a majority of the Committee of the Board of
Directors of the Company to constitute a change in control.
ARTICLE IV
AMENDMENTS AND TERMINATION
4.1 Amendments. The Board of Directors reserves the
right at any time and from time to time, and retroactively if
deemed necessary or appropriate by it, to amend in whole or
in part, and in any manner, any or all of the provisions of
this Plan, provided that no amendment shall make it possible
for any part of a Participant s Restricted Shares to be used
for or diverted to, purposes other than for the exclusive
benefit of Participants or their beneficiaries, except to the
extent otherwise provided in this Plan. No actions by the
Board of Directors pursuant to this Article IV may be taken
if it would cause the Plan to fail to meet the disinterested
administration requirements set forth in Rule 16b-3 of the
Exchange Act to the extent required.
4.2 Termination. The Board of Directors reserves the
right to terminate this Plan at any time. No Participant
shall accrue any additional benefits under this Plan after
the effective date of such termination.
ARTICLE V
MISCELLANEOUS
5.1 Governing Law. All questions pertaining to the
validity, construction and administration of the Plan shall
be determined in accordance with the laws of the State of
Idaho, without regard to conflicts of laws provisions.
5.2 Nonguarantee of Employment. Nothing contained in
this Plan shall be construed as a contract of employment
between the Company and any Participant, as a right of any
Participant to be continued in the employment of the Company,
or as a limitation on the right of the Company to discharge
any of its employees, with or without cause.
5.3 Taxes. The Company shall make such provisions and
take such steps as it may deem necessary or appropriate for
the withholding of all federal, state and local taxes
required by law to be withheld with respect to awards of
Restricted Shares, and the lapse of restrictions on
Restricted shares, including but not limited to (i) deducting
the amount required to be withheld from any other amount then
or thereafter payable to a Participant, former Participant,
beneficiary or legal representative, and (ii) requiring a
Participant, former Participant, beneficiary or legal
representative to pay to the Company the amount required to
be withheld as a condition of the delivery of Restricted
Shares. For all purposes of this Plan, the fair market value
of common stock shall be determined by the Company in good
faith, and such determination shall be binding upon the
Participants and all other persons for federal, state and
local tax purposes.
5.4 Notices. Each notice relating to this Plan shall
be in writing and delivered in person or by certified mail to
the proper address. All notices to the Company shall be
addressed to it at 1221 West Idaho Street, Boise, Idaho
83707, Attention: Corporate Secretary. All notices to
Participants, former Participants, beneficiaries or other
persons acting for or on behalf of such persons shall be
addressed to such person at the last address for such person
maintained in the Company s records.
5.5 Headings. The headings and sub-headings in this
Plan are inserted for convenience of reference only and are
to be ignored in any construction of the provisions hereof.
5.6 Severability. In case any provision of this Plan
shall be held illegal or void, such illegality or invalidity
shall not affect the remaining provisions of this Plan, but
shall be fully severable, and the Plan shall be construed and
enforced as if said illegal or invalid provision had never
been inserted herein.
PROXY
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 1994
This Proxy is Solicited on Behalf of the Board of Directors.
Properly executed proxies will be voted as marked and, if not
marked, will be voted FOR the election of the nominees
listed in the accompanying Proxy Statement and FOR
proposals (2) and (3) on the reverse.
The undersigned hereby appoints Joseph W. Marshall and Robert
Stahman, and each of them, proxies with full power of
substitution to vote for the undersigned at the Annual
Meeting of Shareholders of Idaho Power Company, and at any
adjournments thereof, on the matters set forth in the Proxy
Statement and such other matters as may come before the
meeting; and hereby directs that this proxy be voted in
accordance with the instructions herein.
Please date, sign and mail promptly in the self-addressed
return envelope which requires no postage if mailed in the
United States. Persons signing in representative capacity
should indicate as such. If shares are held jointly, both
owners should sign.
Proposal to Elect Director Nominees
The Board of Directors Recommends a vote FOR the proposals
regarding:
(1) ELECTION OF DIRECTORS: George L. Coiner; Larry R.
Gunnoe; Peter T. Johnson; and James A. McClure.
FOR WITHHOLD
all nominees listed above / / Authority to vote for / /
(except as marked to the all nominees listed above
contrary to the right)
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee s name on the line
provided below.)
_________________________________________________________
(2) Proposal to ratify the selection of Deloitte & Touche as
Independent Auditors
FOR / / AGAINST / / ABSTAIN / /
(3) Proposal to authorize the 1994 Restricted Stock Plan for
Officers and ExecutivesPROXY
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
MAY 1, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROPERLY EXECUTED PROXIES WILL BE VOTED AS MARKED AND, IF NOT
MARKED, WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
LISTED IN THE ACCOMPANYING PROXY STATEMENT AND "FOR" PROPOSAL
(2) ON THE REVERSE SIDE.
The undersigned hereby appoints Joseph W. Marshall and Robert
W. Stahman, and each of them, proxies with full power of
substitution to vote for the undersigned at the Annual
Meeting of Shareholders of Idaho Power Company, and at any
adjournments thereof, on the matters set forth in the Proxy
Statement and such other matters as may come before the
meeting; and hereby directs that this proxy be voted in
accordance with the instructions herein.
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 REPRESENTATIVE CAPACITY. IF SHARES ARE
HELD JOINTLY, BOTH OWNERS SHOULD SIGN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS
REGARDING:
(1) ELECTION OF DIRECTORS: ROGER L. BREEZLEY, JOHN B.
CARLEY, JACK K. LEMLEY, EVELYN LOVELESS
FOR WITHHOLD
All nominees listed above / / Authority to vote for / /
(except as marked to the all nominees listed above
contrary to the right)
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name on the line
provided below.)
_________________________________________________________
(2) Proposal to ratify the selection of Deloitte & Touche LLP
as Independent Auditor
FOR / / AGAINST / / ABSTAIN / /
If you wish to have any comments forwarded to the Company,
you must mark this box and then write your comments on the
reverse side of this form. / /
Special Action
Discontinue Annual Report mailing for this account / /
______________ ___________ PLEASE MARK ALL CHOICES
ACCOUNT NUMBER SHARES LIKE THIS /X/
SIGNATURE _________________________ DATE __________
SIGNATURE _________________________ DATE __________