NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1999, AT BOISE, IDAHO

March 23, 1999

TO THE SHAREHOLDERS OF IDACORP, INC. AND IDAHO POWER COMPANY:

Notice is hereby given that the Joint Annual Meeting of Shareholders of IDACORP,
Inc. ("IDACORP") and Idaho Power Company ("Idaho Power") will be held on May 5,
1999 at 2:00 p.m. local time at the Boise Centre on the Grove, 850 West Front
Street, Boise, Idaho, for the following purposes:

1. to elect twelve Directors of IDACORP with terms ranging from one to three
years and four Directors of Idaho Power for a three year term;

2. to ratify the selection of Deloitte & Touche LLP as independent auditor for
IDACORP and Idaho Power for the fiscal year ending December 31, 1999; and

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

Common shareholders of record of IDACORP and Idaho Power and holders of Idaho
Power 4% Preferred Stock and 7.68% Series, Serial Preferred Stock at the close
of business on March 16, 1999, are entitled to notice of and to vote at the
meeting.

All shareholders are cordially invited to attend the Joint Annual Meeting in
person. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE RETURN YOUR PROXY PROMPTLY. It
is important that your shares be represented at the meeting. Please mark, sign,
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 who
attends the meeting may vote in person by revoking that proxy prior to or at the
meeting.

By Order of the Boards of Directors
Robert W. Stahman
Corporate Secretary

TO SHAREHOLDERS WHO RECEIVE MULTIPLE PROXIES

IF YOU OWN IDACORP COMMON STOCK OR IDAHO POWER PREFERRED STOCK 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.

JOINT PROXY STATEMENT

IDACORP, Inc.
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707-0070

INTRODUCTION

On October 1, 1998, pursuant to an Agreement and Plan of Exchange dated as of
February 2, 1998 between IDACORP, Inc. ("IDACORP") and Idaho Power Company
("Idaho Power"), the outstanding shares of common stock of Idaho Power were
exchanged automatically on a share-for-share basis for common shares of IDACORP,
and IDACORP thereby became the holding company for Idaho Power. As a result of
the holding company formation, IDACORP holds 100% of the issued and outstanding
shares of common stock of Idaho Power and approximately 92% of the total voting
power of Idaho Power. The outstanding shares of Idaho Power's preferred stock
were unchanged by the merger and continue to be outstanding shares. Holders of
voting preferred stock of Idaho Power hold approximately 8% of Idaho Power's
total outstanding voting power.

GENERAL INFORMATION

This Joint Proxy Statement and the accompanying form of proxy will first be sent
to shareholders on or about March 23, 1999 and are provided to the shareholders
of IDACORP and Idaho Power in connection with the solicitation of proxies on
behalf of the Boards of Directors of IDACORP and Idaho Power for use at their
joint annual meeting of shareholders and any adjournments or postponements
thereof. The joint annual meeting is scheduled to be held on May 5, 1999, at
2:00 P.M., local time, at the Boise Centre on the Grove, 850 West Front Street,
Boise, Idaho.

COST AND METHOD OF SOLICITATION

The cost of soliciting proxies will be paid by IDACORP and Idaho Power. In order
to be assured that a quorum of outstanding shares will be represented at the
meeting, proxies may be solicited by officers and regular employees of IDACORP
or Idaho Power, personally or by telephone, telegraph, fax or mail, without
extra compensation. In addition, the solicitation of proxies from brokers,
banks, nominees and institutional investors will be made by Beacon Hill
Partners, Inc., at a cost of approximately $3,500 plus out-of-pocket expenses.
IDACORP and Idaho Power will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for their expenses in sending proxy
materials to beneficial owners.

MATTERS TO BE VOTED UPON

As of March 23, 1999, the only known business to be presented at the 1999 joint
annual meeting of shareholders is (1) the election of Directors for IDACORP and
Idaho Power and (2) the ratification of the appointment of Deloitte & Touche LLP
as independent auditors of IDACORP and Idaho Power for the fiscal year ending
December 31, 1999. If any other matter requiring a vote of shareholders should
arise, it is the intention of the persons named in the proxy to vote on such
matters in accordance with their best judgment.

RECORD DATE

The Boards of Directors have fixed March 16, 1999, as the date for the
determination of shareholders of IDACORP and Idaho Power entitled to notice of
and to vote at the meeting. Only shareholders of record at the close of business
on March 16, 1999 will be entitled to vote at the meeting.

VOTING SECURITIES

The outstanding voting securities of IDACORP as of the record date for the
meeting are 37,612,351 shares of common stock, no par value, each share being
entitled to one vote.

The outstanding voting securities of Idaho Power as of the record date for the
meeting are as follows: 37,612,351 shares of common stock, $2.50 par value, held
by IDACORP, each share being entitled to one vote; 159,635 shares of 4%
Preferred Stock, $100 par value, each share being entitled to twenty votes; and
150,000 shares of 7.68% Series, Serial Preferred Stock, $100 par value, each
share being entitled to one vote. The aggregate voting power of outstanding
voting securities for Idaho Power is 40,955,051 votes.

VOTING

Shareholders representing a majority of the voting power of each company must be
represented at the meeting, in person or by proxy, to constitute a quorum for
transacting business.

Under the Idaho Business Corporation Act, a majority of the votes entitled to be
cast on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Assuming a quorum of each company is present, the
following votes are required for approval of each proposal at the Annual
Meeting; (i) Proposal No. 1--directors are elected by the affirmative vote of a
plurality of the votes cast by the shares entitled to vote in the election of
directors for that company; and (ii) Proposal No. 2--the selection of auditor is
ratified where the votes cast within the voting group favoring ratification
exceed the votes cast opposing ratification for that company.

With respect to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will have no effect on the results.

If no direction is given by a shareholder, proxies received will be voted FOR
Proposal No. 1, election of management's nominees for Directors and FOR Proposal
No. 2, ratification of the selection of Deloitte & Touche LLP as independent
auditor for the fiscal year 1999.

A proxy may be revoked at any time before it is voted at the meeting. Any
shareholder who attends the meeting and wishes to vote in person may revoke his
or her proxy by oral notice at that time. Otherwise, revocation of a proxy must
be mailed to the Secretary of IDACORP or Idaho Power at 1221 West Idaho Street,
Boise, Idaho 83702-5627, and received prior to the meeting.

SECRET BALLOT

It is the policy of IDACORP and Idaho Power that all proxy cards and ballots for
the joint annual meeting that identify shareholders, including employees, are to
be kept secret, and no such document shall be available for examination nor
shall the identity and vote of any shareholder be disclosed to IDACORP or Idaho
Power representatives 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 IDACORP or Idaho Power except (i) as necessary to meet applicable
legal requirements, (ii) to allow the independent election inspectors to certify
the results of the shareholder vote, (iii) in the event of a matter of
significance where there is a proxy solicitation in opposition to the Board of
Directors, based upon an opposition proxy statement filed with the Securities
and Exchange Commission, or (iv) to respond to shareholders who have written
comments on their proxies.

1. ELECTION OF DIRECTORS

IDACORP's and Idaho Power's Boards of Directors each consist of the same 13
members. Mr. Soulen, who has served as a Director of Idaho Power since 1971,
will retire from the IDACORP and Idaho Power Boards at the joint annual meeting
having reached the mandatory retirement age of 70. We are thankful

for the many years of dedicated and thoughtful service Mr. Soulen has provided
to Idaho Power and IDACORP. With the retirement of Mr. Soulen, the number of
Board members will become 12. IDACORP's Articles of Incorporation, as amended,
provide that at the first Annual Meeting of Shareholders following the formation
of the Corporation, the Board of Directors shall be divided into three classes
as nearly equal in number as possible with the first class having a term of one
year, the second class having a term of two years and the third class having a
term of three years. Idaho Power's Restated Articles of Incorporation, as
amended, provide that Directors be elected for three-year terms with
approximately one-third of the Board of Directors to be elected at each annual
meeting of Shareholders. At the 1999 joint annual meeting, IDACORP shareholders
will elect Directors for periods of one, two and three years with the terms
corresponding to those terms served by each as a Director of Idaho Power. The
initial classes of Directors for IDACORP will be constituted as follows: One
year with term expiring in 2000--Peter T. Johnson, Joseph W. Marshall, Peter S.
O'Neill, Jan B. Packwood; two years with term expiring in 2001-- Rotchford L.
Barker, Robert D. Bolinder, Jon H. Miller, Robert A. Tinstman; three years with
term expiring in 2002--Robert L. Breezley, John B. Carley, Jack K. Lemley,
Evelyn Loveless. At the 1999 joint annual meeting, Idaho Power shareholders will
elect four Directors to the Board of Directors for a three-year term to expire
in 2002--Robert L. Breezley, John B. Carley, Jack K. Lemley, Evelyn Loveless.
All nominees are currently Directors of IDACORP and Idaho Power.

Unless otherwise instructed, proxies received will be voted in favor of the
election of the Director nominees of the appropriate company. 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 appropriate Board of Directors.

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

IDACORP AND IDAHO POWER
NOMINEES FOR ELECTION
TERMS EXPIRE 2002

ROGER L. BREEZLEY

Private Investor; formerly a director (1983-1995), Chairman of the Board
(1987-1994) and Chief Executive Officer (1987-1993) of U.S. Bancorp; Chairman of
the Board and director of Applied Power Corporation; director of Idaho Power
since 1993 and IDACORP since 1998.

Age 60

JOHN B. CARLEY

Chairman of the Executive Committee of the Board of Directors (1998) of
Albertson's, Inc.; formerly President (1984-1996) and Chief Operating Officer
(1990-1996) of Albertson's, Inc.; director of Boise Cascade Office Products Co.;
director of Idaho Power since 1990 and IDACORP since 1998.

Age 65

JACK K. LEMLEY

Director of Lemley & Associates, Inc. (since 1987) and Chairman of the Board and
Chief Executive Officer of American Ecology Corp.; director of Applied Power
Corporation; director of Idaho Power since 1995 and IDACORP since 1998.

Age 64

EVELYN LOVELESS

Chief Executive Officer (since 1992) and a director of Global, Inc.; director of
Key Bank of Idaho (since 1993); formerly President of Global, Inc. (1989-1992);
director of Idaho Power since 1987 and IDACORP since 1998.

Age 65

IDACORP NOMINEES FOR ELECTION
IDAHO POWER CONTINUING DIRECTORS
TERMS EXPIRE 2001

ROTCHFORD L. BARKER

Director, American Ecology Corporation, Member and former director Chicago Board
of Trade; director of Idaho Power and IDACORP since 1999.

Age 62

ROBERT D. BOLINDER

President of Robert D. Bolinder Associates; director of Hannaford Bros. Co.
Inc.; director and Executive Vice President--Corporate Development and Planning
of Smith's Food & Drug Centers, Inc. (1988-1998), director of Idaho Power since
1980 and IDACORP since 1998.

Age 67

JON H. MILLER

Private Investor; formerly President and Chief Operating Officer (1978-1990) and
a director (1977-1990) of Boise Cascade Corporation; director of Specialty
Paperboard Corporation; director and Chairman of the Board of Ida-West Energy
Company; director of Idaho Power since 1988 and IDACORP since 1998.

Age 61

ROBERT A. TINSTMAN

Former President and Chief Executive Officer (1995-1999) and director
(1995-1999) of Morrison Knudsen Corporation; director of Idaho Power and IDACORP
since 1999.

Age 52

IDACORP NOMINEES FOR ELECTION
IDAHO POWER CONTINUING DIRECTORS
TERMS EXPIRE 2000

PETER T. JOHNSON

Private Investor; former Administrator of the Bonneville Power Administration
(1981-1986); director of Standard Insurance Company; director of Ida-West Energy
Company; director of Idaho Power since 1993 and IDACORP since 1998.

Age 66

JOSEPH W. MARSHALL

Chairman of the Board and Chief Executive Officer of Idaho Power (since 1989)
and IDACORP (since 1998); director and President of Idaho Energy Resources
Company; director of Ida-West Energy Company; director of Idaho Power Resources
Corporation; director of Idaho Power since 1989 and IDACORP since 1998.

Age 60

PETER S. O'NEILL

President, O'Neill Enterprises Inc. (since 1990); director of BMC West
Corporation; director of IDACORP Financial Services, Inc.; director of Idaho
Power since 1995 and IDACORP since 1998.

Age 62

JAN B. PACKWOOD

President and Chief Operating Officer of Idaho Power (since 1997) and IDACORP
(since 1998); formerly Executive Vice President (1996-1997) and Vice
President-Bulk Power (1989-1996) of Idaho Power; director and Vice President of
Idaho Energy Resources Company; director of Stellar Dynamics, Inc.; director of
IDACORP Financial Services, Inc.; director of IDACORP Energy Solutions Co.;
director of Idaho Power since 1997 and IDACORP since 1998.

Age 55

MEETINGS OF THE BOARDS AND COMMITTEES

The IDACORP Board of Directors held two meetings in 1998 while the Idaho Power
Board of Directors held six meetings during 1998. All Directors attended at
least 75 percent of the total meetings of the Board of Directors and all
committees of which they were members. The average attendance during 1998 at all
meetings of the Boards and all meetings of the committees of the Boards was 96.9
percent.

The Committees of each of IDACORP and Idaho Power are the Executive Committee,
the Audit Committee, the Compensation Committee and the Investment Committee. As
to IDACORP, these Committees were first formed in September of 1998. The members
of the Committees are the same individuals for both IDACORP and Idaho Power.
IDACORP has two committees which Idaho Power does not have--the Committee of
Outside Directors and the Planning Committee. Idaho Power has a Finance
Committee which IDACORP does not have. Board committees, their membership during
1998 and a brief statement of their principal responsibilities are presented
below.

EXECUTIVE COMMITTEE

The Executive Committees act on behalf of the Boards of Directors of IDACORP and
Idaho Power, as applicable, when the respective Boards are not in session,
except on those matters which require action of the full Boards. Members of the
Committee are Robert D. Bolinder (Chairman), John B. Carley, Joseph W. Marshall,
Jon H. Miller and Gene C. Rose. During 1998, the Idaho Power Executive Committee
met one time.

AUDIT COMMITTEE

The Audit Committees of IDACORP and Idaho Power assist the Boards of Directors
in fulfilling oversight responsibilities by reviewing the financial information
which will be provided to the shareholders and others, the systems of internal
controls which management and the Boards have established, the audit process and
services provided by the independent auditors, the plans and activities of the
Internal Audit 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 Jack K. Lemley. During 1998, the Idaho Power
Audit Committee met five times and the IDACORP Audit Committee met two times.

COMPENSATION COMMITTEE

The Compensation Committees of IDACORP and Idaho Power assist the Boards of
Directors in discharging duties and responsibilities regarding management of the
total compensation philosophy, total compensation programs for executives,
senior managers and employees, and all other compensation-related matters which
properly come before the Boards of Directors. Members of the Committee are John
B. Carley (chairman), Peter T. Johnson, Evelyn Loveless and Peter S. O'Neill.
During 1998, the Idaho Power Compensation Committee met three times and the
IDACORP Compensation Committee met one time.

INVESTMENT COMMITTEE

The Investment Committees of IDACORP and Idaho Power assist the Boards of
Directors in fulfilling oversight responsibilities to participants and
beneficiaries under the Retirement Plan and to shareholders by reviewing Plan
design, formulating investment philosophies and establishing investment
policies, establishing performance measurement objectives and benchmarks,
monitoring the performance of 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, Phil Soulen and Jan B. Packwood. During 1998, the Idaho Power
Investment Committee met three times and the IDACORP Investment Committee met
one time.

COMMITTEE OF OUTSIDE DIRECTORS

In September of 1998, the IDACORP Board formed a Committee of Outside Directors.
The primary function of the Committee of Outside Directors is to review and
evaluate the performance of the Chief Executive Officer and to establish
individual and corporate goals and strategies relating to the Chief Executive
Officer. It also acts as a nominating committee to review and make
recommendations to the Board of Directors for Director candidates to fill Board
vacancies and considers shareholder nominees for the Board of Directors for whom
timely written resumes are received no earlier than 90 days, and no later than
60 days, prior to the annual meeting. Members of the Committee are all members
of the IDACORP Board of Directors who are not officers or employees or former
officers of IDACORP or one of its subsidiaries. During 1998, the Committee of
Outside Directors met two times.

PLANNING COMMITTEE

In September of 1998, the IDACORP Board formed a Planning Committee. The primary
function of the Planning Committee is to review the strategic plan of IDACORP
including its subsidiaries. Members of the Committee are John B. Carley, Joseph
W. Marshall, Jon H. Miller, Peter S. O'Neill and Jan B. Packwood. During 1998,
the Planning Committee met two times.

FINANCE COMMITTEE

The Finance Committee of Idaho Power has authority to authorize and approve the
issuance and sale or contract for the sale of debt securities and/or the call
for redemption of debt securities of Idaho Power. Members of the Committee are
Joseph W. Marshall (chairman), Robert D. Bolinder, John B. Carley and Jon H.
Miller. During 1998, the Finance Committee met one time.

TRANSACTION WITH MANAGEMENT

See COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION for additional
information regarding Mr. O'Neill.

2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITOR

At the joint annual meeting, the shareholders will be asked to ratify the
selection by the IDACORP and the Idaho Power Boards of Directors of Deloitte &
Touche LLP as the firm of independent public accountants to audit the financial
statements of IDACORP and Idaho Power for the fiscal year 1999. This firm has
conducted consolidated annual audits of Idaho Power 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 statement and to respond to appropriate
questions.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE "FOR" DELOITTE & TOUCHE LLP
AS
INDEPENDENT AUDITOR OF IDACORP AND IDAHO POWER

OTHER BUSINESS

Neither the IDACORP nor the Idaho Power 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 Joint 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 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.

At the meeting, management will report on the business of IDACORP and Idaho
Power, and shareholders will have an opportunity to ask questions.

PRINCIPAL SHAREHOLDERS

The following table presents certain information regarding shareholders who are
known to IDACORP or Idaho Power to be the beneficial owners of more than 5
percent of any class of voting securities of IDACORP or Idaho Power as of March
1, 1999:

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF STOCK OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------- ------------------------ ------------------------ -------------------------------

Idaho Power Common Stock IDACORP, Inc. 37,612,351 100
1221 W. Idaho Street
Boise, Idaho 83702

As a result of the formation of the holding company, IDACORP became the holder
of all issued and outstanding shares of Idaho Power common stock on October 1,
1998.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the number of shares of IDACORP common stock and
Idaho Power preferred stock beneficially owned on March 1, 1999, by the
Directors and nominees, by those Executive Officers named in the Summary
Compensation Table and by the Directors and Executive Officers of IDACORP and
Idaho Power as a group:

AMOUNT OF
BENEFICIAL PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ------------------ ------------------------------------------------------------ ---------------------- -----------

Common Stock Rotchford L. Barker 1,000 *
Common Stock Robert D. Bolinder 1,000 *
Common Stock Roger L. Breezley 697 *
Common Stock John B. Carley 3,007 *
Common Stock Peter T. Johnson 2,000 *
Common Stock Jack K. Lemley 1,500 *
Common Stock Evelyn Loveless 1,420 *
Common Stock Joseph W. Marshall 38,850 *
Common Stock Jon H. Miller 500 *
Common Stock Peter S. O'Neill 500 *
Common Stock Jan B. Packwood 23,050 *
Common Stock Phil Soulen 5,771 *
Common Stock Robert A. Tinstman 0
Common Stock J. LaMont Keen 12,082 *
Common Stock Richard Riazzi 5,238 *
Common Stock Kip W. Runyan 9,035 *
Common Stock All Directors and Executive Officers of IDACORP as a group 114,946 *
(16 persons)
Preferred Stock All Directors and Executive Officers of IDACORP as a group 27 *
(16 persons)
Common Stock All Directors and Executive Officers of Idaho Power as a 139,962 *
group (19 persons)
Preferred Stock All Directors and Executive Officers of Idaho Power as a 27 *
group (19 persons)

- ------------------------

* 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.

All Directors and Executive Officers have sole voting and investment power for
the shares held by them including shares owned through the Employee Savings Plan
and the Dividend Reinvestment and Stock Purchase Plan.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of IDACORP and Idaho Power records and copies of
reports on Forms 3, 4 and 5 furnished to IDACORP and Idaho Power or written
representations that no reports on Form 5 were required, IDACORP and Idaho Power
believe that during 1998 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.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

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

GENERAL

The Idaho Power Board of Directors Compensation Committee, which is the same as
the IDACORP Compensation Committee, ("Committee") established all components of
1998 compensation for the Executive Officers of Idaho Power, who now serve in
the same positions at IDACORP. There were no salary adjustments for the
Executive Officers with the formation of the holding company. This report,
therefore, is given with respect to the Executive Officers for their services
during 1998 to Idaho Power.

The Committee administers the Idaho Power 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 composed of four independent, non-employee Directors. Following the
development of recommendations by the Compensation Committee, all issues related
to executive compensation are submitted to the full Board of Directors of Idaho
Power (which is the same as the board of IDACORP) for approval. The Board
approved, without modification, all executive compensation recommendations of
the Committee for 1998.

COMPENSATION PHILOSOPHY

The compensation philosophy for Executive Officers is consistent with the
compensation philosophy Idaho Power has adopted for all employees except that
for Executive Officers and senior managers the Committee has aligned short-term
and long-term incentive plans with corporate financial performance and increased
the percentage of their total compensation which is at risk. The Idaho Power
compensation program is designed to:

1. manage employee compensation as an investment with the expectation employees
will contribute to Idaho Power's financial performance, its environmental
record and public reputation in the markets it serves;

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

3. recognize individuals for their demonstrated ability to perform their
position responsibilities; and

4. balance total compensation with Idaho Power's ability to pay.

COMPENSATION MARKET

As part of its review of Idaho Power's executive total compensation program
(base salary, annual and long term incentives and retirement) completed during
1997, the Committee studied the appropriate competitive market for executive
compensation. The previous competitive market was electric utilities with
revenues of $500 million to $700 million annually. After review, the Committee
concluded that this market did not appropriately reflect the size and complexity
of Idaho Power due to its hydro production base, low cost rate structure and
revenue increases. In November 1997, the Committee selected comparable utilities
with annual revenues ranging from $500 million to $1 billion as the new
competitive market for executive total compensation. The Committee believes this
competitive market to be more representative of Idaho Power's size and
complexity while still reflective of Idaho Power's revenues.

1998 BASE SALARIES

Salary ranges for Executive Officers are reviewed annually and are supported by
salary comparisons with similar positions in electric utilities throughout the
United States with annual revenues ranging from $500 million to $1 billion. The
competitive point for executive compensation for 1998 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 EEI 100
Electric Utilities Index group utilized by Idaho Power to compare the financial
performance of Idaho Power with a nationally recognized industry standard. The
Committee has used this smaller electric group for salary comparison purposes
since November 1994, based on its belief that it is 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 EEI Electric Utilities Index.

In November of 1997, the Committee recommended adjustments to the 1998 salary
ranges for the Executive Officer group based on the annual Executive Officer
compensation review referenced above. Salary adjustments for 1998 averaged
approximately 3 percent, to move them nearer (but slightly below) the median of
the comparison group. The Committee considered each of the factors discussed
above but did not assign a formal weighting for each factor.

SHORT-TERM INCENTIVE COMPENSATION

The Committee implemented the Idaho Power Executive Incentive Plan effective
January 1, 1998 (Executive Incentive Plan). This Incentive Plan ties a portion
of each executive's annual compensation to achieving certain financial goals.
For 1998, the established financial goals were in the areas of earnings per
share, return on common equity and capital and operation and maintenance
expenses. Each goal is designed with a minimum or threshold level and a series
of five levels above the threshold with each level having a multiplier which
increases as the performance requirement under the goal increases. The threshold
level for earnings per share was $2.21 per share with a multiplier of .16 with a
maximum level of $2.34 per share with a .66 multiplier. In 1998, Idaho Power
earned $2.37 per share. The threshold level for return on common equity was 11.5
percent with a multiplier of .16 with the highest level at 12.1 percent with a
.66 multiplier. In 1998, Idaho Power's return on Company equity was 12.2
percent. The threshold level for capital and operations and maintenance expenses
was $297.3 million with a multiplier of .16 with the maximum level at $282.3
million with a multiplier of .66. In 1998, Idaho Power's capital and operation
and maintenance expenses totaled $279.9 million. The award opportunities vary by
position as a percentage of base salary with the award opportunities for the
officers ranging from a minimum of 7.2 percent to a maximum of 30 percent. The
Executive Incentive Plan does not permit the payment of awards if there is no
payment of awards under the Employee Incentive Plan. The performance levels
within each goal were established based upon the performance in previous years
with the higher levels requiring achieving goals in excess of performance in
previous years in each goal. In 1998, Idaho Power achieved the maximum level of
performance for each goal, and as a result, Executive Officers received the
maximum award under the Incentive Plan. Awards under the Executive Incentive
Plan are reflected in the bonus column of the Summary Compensation table.

LONG-TERM INCENTIVE COMPENSATION

The 1994 Restricted Stock Plan ("Plan"), approved by shareholders at the May
1994 Annual Meeting, was implemented in January 1995 as an equity-based
long-term incentive plan. A grant under the Plan was made to all officers in
January 1998, with a three-year restricted period beginning January 1, 1998 and
ending December 31, 2000, with a single financial performance goal of Cumulative
Earnings Per Share ("CEPS"). To receive a final share award each officer must be
employed by Idaho Power, as an officer, during the entire restricted period
(with certain exceptions), and Idaho Power 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 Idaho Power common stock on
December 31, 1997) varied by position with the percentages for the Chief
Executive Officer ranging from a minimum of 18 percent to a maximum of 53
percent. For all other Executive Officers, the percentage ranged from a minimum
of 10 percent to a maximum of 45 percent. The target grant percentages for new
grants are reviewed annually as part of the annual Executive Officer
compensation review referenced above and the 1998 grants were at a level below
the median target levels among the comparison group.

Idaho Power has no policy regarding the deductibility of qualifying compensation
paid to Executive Officers under Section 162(m) of the Internal Revenue Code.

INCENTIVE COMPENSATION PLANS--PERFORMANCE

Since 1995, the Committee has been adjusting executive compensation to place a
higher percentage of total executive compensation at risk with the at risk
portion tied to corporate financial performance. This adjustment has been
accomplished by aligning the short-term and long-term incentive plans with
certain financial goals and making the plans a larger percentage of the
executive's total compensation. To date, the Committee feels this approach has
proven successful and has presented high performance expectations to management
in the past and for 1999 and beyond. The Committee believes that a brief review
of corporate financial performance under the short-term and long-term incentive
plans is appropriate in this Report.

The 1994 Restricted Stock Plan is a long-term equity based incentive plan with a
single financial performance goal of cumulative earnings per share (CEPS) over a
three year restricted period. For the three year period (1992-1994) prior to the
establishment of goals under and implementation of the Restricted Stock Plan,
Idaho Power earned a total CEPS of $5.49. In January of 1995, a grant was made
under the Restricted Stock Plan for a three year restricted period through
December 31, 1997 with a target CEPS of $6.00. Earnings improved steadily over
the three year restricted period-$2.10 in 1995, $2.21 in 1996 and $2.32 in 1997
for a total CEPS of $6.63. This resulted in grants earned at the maximum level
for all named executives. For the three year period (1993-1995) prior to the
establishment of goals for the second restricted period (1996-1998), Idaho Power
earned a total CEPS of $6.04. In January of 1996, a grant was made under the
Restricted Stock Plan for a three year restricted period through December 31,
1998 with a target CEPS of $6.60. Earnings continued to improve steadily over
the three year restricted period-$2.21 in 1996, $2.32 in 1997 and $2.37 in 1998,
for a total CEPS of $6.90 resulting in grants earned at the maximum level for
all named executives. The Committee has continued to increase the grant
percentage (a percentage of base salary converted into shares of stock) and the
financial goal (CEPS) in connection with grants under the Restricted Stock Plan
in January of 1997, 1998 and 1999.

The 1995 Executive Annual Incentive Plan was a short-term cash-based incentive
plan with a series of four evenly weighted performance goals designed to promote
safety, control capital and operation and maintenance expenditures and increase
annual earnings per share. In 1995, Idaho Power achieved the maximum level of
performance for each goal area including the earnings per share level. In 1996,
a fifth goal-customer satisfaction-was established with all five goals evenly
weighted and Idaho Power achieved a level of performance averaging near the
target level, with the earnings per share set at a maximum of $2.22 compared
with actual earnings of $2.21. In 1997, the Executive Annual Incentive Plan was
suspended and the executive officers participated in Idaho Power's Employee
Incentive Plan. In 1998, the Committee adopted a new Executive Incentive Plan
which is described in the Short-Term Incentive Compensation section of this
report. The goals in the 1998 Plan have migrated to purely financial goals and
the Plan does not permit the payment of awards if there is no payment of awards
made under the Employee Incentive Plan. The Committee has continued to increase
the target percentage of base salary and the financial goals in connection with
awards under the Executive Annual Incentive Program.

The Committee would like to point out that the Snake River Basin has experienced
above normal water conditions in each year of the last four years, 1995 through
1998, which has favorably influenced earnings and benefitted all Idaho Power
shareholders.

CEO SALARY - 1998

In January 1998, Mr. Marshall who has served as Chief Executive Officer since
1989, was granted a salary increase of approximately 4.7 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 $1 billion. The competitive
point for Mr. Marshall's salary is targeted near the median of this comparison.
The actual 1998 salary adjustment for Mr. Marshall was near the median of salary
levels for chief executive officers of the comparison utility group and is based
on the level of his responsibilities, the depth of his experience, his job
performance and the overall competitive level of his current compensation based
on the annual Executive Officer compensation review referenced above. The
Committee considered each of these factors but did not assign a formal weighting
for each factor.

Mr. Marshall is a participant in the Executive Incentive Plan with a 1998 award
opportunity ranging from a minimum of 7.2 percent to a maximum of 30 percent of
base salary. This award level was established based upon the Executive Officer
compensation review referenced above and was approximately one-half of the
median level of award opportunities for chief executive officers of the
comparison utility group. In 1998, the Company achieved the maximum level of
performance for each goal area, and as a result, Mr. Marshall will receive an
award under the Executive Incentive Plan of 30 percent of his base salary. In
addition, Mr. Marshall is a participant in the Restricted Stock Plan as
discussed above and received a stock grant at the target level of 35 percent in
1998 and will receive a final share award after the restricted period ends if he
remains employed by the Company as an officer during the entire restricted
period and Idaho Power achieves its CEPS performance goal established by the
Board of Directors.

John B. Carley, Chairman Evelyn Loveless
Peter T. Johnson Peter S. O'Neill

IDACORP AND IDAHO POWER
SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS
ANNUAL -----------------
COMPENSATION RESTRICTED
-------------------- STOCK ALL OTHER
NAME AND SALARY BONUS AWARD(S)(1) COMPENSATION(2)
PRINCIPAL POSITION YEAR ($) ($) ($) ($)
- ------------------------------------------- ----------- --------- --------- ----------------- ---------------------

Joseph W. Marshall 1998 440,000 132,000 154,000 6,400
Chairman of the Board and Chief Executive 1997 420,000 32,760 126,000 6,400
Officer, IDACORP and Idaho Power 1996 400,000 56,990 96,000 6,000

Jan B. Packwood 1998 250,000 75,000 75,000 6,400
President and Chief Operating Officer, 1997 207,692 16,200 36,000 5,873
IDACORP and Idaho Power 1996 182,000 25,049 30,600 6,000

J. LaMont Keen 1998 200,000 60,000 60,000 6,400
Vice President, Chief Financial Officer & 1997 178,000 13,884 49,840 6,400
Treasurer, IDACORP and Idaho Power 1996 170,000 24,222 30,600 6,000

Richard Riazzi 1998 210,000 60,202 52,500 4,543
Vice President-Marketing & Sales, IDACORP 1997 181,450 14,153 64,640 --
and Idaho Power 1996 -- -- -- --

Kip W. Runyan 1998 192,000 57,600 48,000 6,400
Vice President-Delivery, Idaho Power 1997 173,010 70,875 14,846 4,940
1996 160,501 62,893 -- 3,000

- ------------------------

(1) The aggregate restricted stock holdings as of December 31, 1998 are as
follows: Mr. Marshall held 11,341 ($410,402) shares of restricted stock; Mr.
Packwood held 4,812 ($174,134) shares of restricted stock; Mr. Keen held
4,216 ($152,567) shares of restricted stock; Mr. Riazzi held 3,113
($112,652) shares of restricted stock; Mr. Runyan held 1,753 ($63,437)
shares of restricted stock; Dividends are paid on restricted stock when and
as paid on the IDACORP Common Stock.

(2) Represents Idaho Power's contribution to the Employee Savings Plan (401-k
plan).

DIRECTOR COMPENSATION

During 1998, each Director who was not an employee of IDACORP or Idaho Power
received $800 for each Board meeting and for each committee meeting attended. In
addition, non-employee Directors who are chairman of Board committees received
$1,820 per month; other non-employee Directors received $1,650 per month.
Directors may defer all or a portion of any retainers and meeting fees under a
deferred compensation plan. Under the plan, at retirement Directors may elect to
receive one lump-sum payment of all amounts deferred with interest, or a series
of up to 10 equal annual payments, depending upon the specific deferral
arrangement. A special account is maintained on the books showing the amounts
deferred and the interest accrued thereon. 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 Idaho Power Board, for the payment of $17,500
per year for a period of 15 years.

Beginning October 1, 1998, since each director serves on both the IDACORP and
Idaho Power Boards and on the same committees of each Board, the monthly
retainer will apply to service on both Boards as will the meeting fees for the
Board meetings and for each committee which has a corresponding committee at
both companies. It is expected that the practice will be that meetings of the
IDACORP and Idaho Power Boards and the corresponding committees will be held in
conjunction with each other and a single meeting fee will be paid for each set
of meetings. Separate meeting fees will be paid in the event a Board or
committee meeting is not held in conjunction with a meeting of the corresponding
Board or committee and for those committee meetings which do not have a
corresponding committee.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The members of the Compensation Committees for 1998 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 May of 1995, Idaho
Power 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 independent appraisers. Idaho
Power'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.

EMPLOYMENT CONTRACTS

Idaho Power entered into an employment agreement in 1997 with Richard Riazzi,
Vice President-Marketing and Sales, for a three-year term ending December 1999,
with automatic one year extensions thereafter unless the parties agree to
terminate. The agreement provides for a minimum base salary of $191,000 per year
subject to annual review, a phantom stock award made in 1997, plus annual and
long-term incentive compensation opportunities. In the event of termination of
employment following a change of control, which is defined as the acquisition of
beneficial ownership of 20% of voting power, certain changes in the Board, or
approval by the shareholders of the liquidation, of certain merger or
consolidations or of certain transfers of assets, Mr. Riazzi will receive 18
months base salary plus the greater of two times the most recent annual bonus or
two times the average annual bonus for the three previous years, subject to any
limitations provided by Section 280G of the Internal Revenue Code.

PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN
$100 INVESTED DECEMBER 31, 1993

[GRAPH]

PERIODS ENDING DECEMBER 31

SOURCE: ZACKS INVESTMENT RESEARCH, INC.
AND EDISON ELECTRIC INSTITUTE

The table shows a COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
for IDACORP Common Stock, the S&P 500 Index and the Edison Electric Institute
(EEI) 100 Electric Utilities Index. The data assumes that $100 was invested on
December 31, 1993, with beginning-of-period weighting of the peer group indices
(based on market capitalization) and monthly compounding of returns. As of
October 1, 1998, all outstanding shares of Idaho Power common stock were
exchanged on a share-for-share basis for IDACORP common stock.

EEI 100
ELECTRIC
IDACORP S & P 500 UTILITIES
----------- ----------- ---------------

1993................................................. $ 100.00 $ 100.00 $ 100.00

1994................................................. 83.17 101.32 88.43

1995................................................. 114.25 139.40 115.86

1996................................................. 126.02 171.40 117.25

1997................................................. 161.64 228.58 149.34

1998................................................. 164.47 293.91 170.07

RETIREMENT BENEFITS

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

PENSION PLAN TABLE

YEARS OF SERVICE
----------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ---------------------------------------- ---------- ---------- ---------- ---------- ---------- ----------

$75,000 $ 45,000 $ 48,750 $ 52,500 $ 56,500 $ 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 credit 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, Idaho Power will recover the cost of this plan. Effective
August 1, 1996, Idaho Power terminated its Supplemental Employee Retirement Plan
(a non-qualified plan that provided benefits that would otherwise have been
denied participants by reason of certain Internal Revenue Code limitation on
qualified plan benefits). Benefits payable from the Retirement Plan and the
Security Plan are included in the table above. Benefits shown above are not
subject to any deduction for Social Security benefits or other offset amounts.

As of December 31, 1998, 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, $430,396; Mr. Packwood,
$202,590; Mr. Keen, $182,198; Mr. Riazzi, $206,840; and Mr Runyan, $216,354.
Years of credited service under the Retirement Plan and years of participation
as a senior management employee are, respectively: Mr. Marshall, 29, 22; Mr.
Packwood, 29,22; Mr. Keen, 25, 16; and Mr. Runyan, 14, 9; Mr. Riazzi has two
years of credited service, but has not vested in the plan.

ANNUAL REPORT

IDACORP's 1998 annual report to shareholders, including financial statements for
1996, 1997 and 1998, was mailed on or about March 23, 1999, 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. Idaho Power
financial statements for 1996, 1997 and 1998 included in the joint Annual Report
on Form 10-K were mailed to Idaho Power shareholders of record on or about March
23, 1999.

2000 JOINT ANNUAL MEETING OF SHAREHOLDERS

IDACORP

Nominations for Directors may be made only by the Board of Directors or by a
shareholder entitled to vote who has delivered written notice to the Secretary
of IDACORP not earlier than 90 days, and not later than 60 days, prior to the
annual meeting.

Rule 14a-4 of the Securities and Exchange Commission's proxy rules allows a
company to use discretionary voting authority to vote on matters coming before
an annual meeting of shareholders, if the company does not have notice of the
matter at least 45 days before the date corresponding to the date on which the
company first mailed its proxy materials for prior year's annual meeting of
shareholders or the date specified by an advance notice provision in the
company's Bylaws.

IDACORP's Bylaws contain such an advance notice provision. Under the Bylaws, no
business may be brought before an annual meeting of the shareholders except as
specified in the notice of the meeting or as otherwise properly brought before
the meeting by or at the direction of the Board or by a shareholder entitled to
vote who has delivered written notice to the Secretary of IDACORP not earlier
than 90 days, and not later than 60 days, prior to the annual meeting.

For the 2000 Joint Annual Meeting of Shareholders, expected to be held on May 3,
2000, IDACORP shareholders must submit such nominations or proposals to the
Secretary of IDACORP no earlier than February 3, 2000 and no later than March 6,
2000.

IDAHO POWER

For the 2000 Joint Annual Meeting of Shareholders, expected to be held on May 3,
2000, Idaho Power shareholders are requested to submit any nominations for the
Board of Directors of Idaho Power to the Secretary of Idaho Power no earlier
than February 3, 2000 and no later than March 6, 2000.

Idaho Power's Bylaws do not contain an advance notice provision. For the 2000
Joint Annual Meeting of Shareholders, expected to be held on May 3, 2000, Idaho
Power shareholders must submit a written notice of matters they intend to bring
before the meeting to the Secretary of Idaho Power on or before February 7,
2000.

IDACORP AND IDAHO POWER

The requirements referred to above are separate and apart from the Securities
and Exchange Commission's requirements that a shareholder must meet in order to
have a shareholder proposal included in the proxy statement under Rule 14a-8.
For the 2000 Joint Annual Meeting of Shareholders expected to be held on May 3,
2000, any shareholder who wishes to submit a proposal for inclusion in the joint
proxy materials pursuant to Rule 14a-8 must submit such proposal to the
Secretary of IDACORP or Idaho Power, as the case may be, on or before November
24, 1999.

IT IS REQUESTED THAT EACH SHAREHOLDER WHO CANNOT ATTEND THE MEETING SEND IN HIS
OR HER PROXY OR PROXIES WITHOUT DELAY.

March 23, 1999

Dear Shareholder of IDACORP:

It is our pleasure to invite you to attend the upcoming 1999 joint annual
meeting of Shareholders of IDACORP, Inc., and Idaho Power Company to be held on
May 5, 1999, at 2:00 P.M., local time, at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho. Your Board of Directors and management look
forward to personally greeting those shareholders able to attend.

Information about the business of the meeting and the nominees for election as
members of the Board of Directors is set forth in the Notice of Meeting and the
Joint Proxy Statement on the following pages. This year, IDACORP, Inc. is asking
you to elect Directors and to ratify the appointment of an independent auditor
for the fiscal year ending December 31, 1999.

The utility industry continues to undergo change, and we continue to change 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 again share with you
changes in the industry and the rebuilding of our organization.

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

/s/ Joseph W. Marshall /s/ Jan B. Packwood

Joseph W. Marshall Jan B. Packwood
Chairman & Chief Executive Officer President & Chief Operating Officer

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Properly executed proxies will be voted as marked and, if not marked, proxies
received will be voted "For" proposal (1), election of management's nominees for
directors, and "For" proposal (2), ratification of the selection of Deloitte &
Touche LLP as independent auditor for the fiscal year 1999.

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 Joint Annual Meeting of Shareholders of IDACORP, Inc. and
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 a representative capacity. If shares are
held jointly, both owners should sign.

March 23, 1999

Dear Shareholder of IDACORP:

It is our pleasure to invite you to attend the upcoming 1999 joint annual
meeting of Shareholders of IDACORP, Inc. and Idaho Power Company to be held on
May 5, 1999, at 2:00 P.M., local time, at the Boise Centre on the Grove, 850
West Front Street, Boise, Idaho. Your Board of Directors and management look
forward to personally greeting those shareholders able to attend.

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

/s/ Joseph W. Marshall /s/ Jan B. Packwood

Joseph W. Marshall Jan B. Packwood
Chairman & Chief Executive Officer President & Chief Operating Officer

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

March 23, 1999

Dear Shareholder of Idaho Power Company:

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 Joint Proxy Statement on the following pages. This year, Idaho Power
Company is asking you to elect Directors and to ratify the appointment of an
independent auditor for the fiscal year ending December 31, 1999.

/s/ Joseph W. Marshall /s/ Jan B. Packwood

Joseph W. Marshall Jan B. Packwood
Chairman & Chief Executive Officer President & Chief Operating Officer

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

- --------------------------------------------------------------------------------------------------------
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 (except |_| authority to vote for all |_|
as marked to the contrary to the nominees to the right
right)
(INSTRUCTIONS: To withhold
authority to vote for any
individual nominee, write that
nominee's name on the line
provided below.)
FOR AGAINST ABSTAIN
(2) Ratification of the selection --- ------- -------
of Deloitte & Touche LLP as |_| |_| |_| ------------------------------
Independent Auditor for the fiscal
year ending December 31, 1999

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.
- --------------------------------------------------------------------------------------------------------

- ---------------- ------------ PLEASE MARK ALL
ACCOUNT NUMBER SHARES CHOICES LIKE THIS |X|

SIGNATURE__________________________DATE_______

- --------------------------------------------------------------------------------------------------------
The Board of Directors Recommends a vote FOR the proposals regarding:
(1) ELECTION OF DIRECTORS:

FOR WITHHOLD ROTCHFORD L. BARKER; ROBERT D.
all nominees listed to the right |_| Authority to vote for all |_| ROLINDER; ROGER L. BREEZLEY; JOHN
(except as marked to the contrary nominees to the right B. CARLEY; PETER T. JOHNSON; JACK
to the right) K. LEMLEY; EVELYN LOVELESS; JON
H. MILLER; JOSEPH W. MARSHALL;
PETER S. O'NEIL; JAN D.
PACKWOOD; ROBERT A. TINSTMAN

(INSTRUCTIONS: To withhold
FOR AGAINST ABSTAIN authority to vote for any
(2) Ratification of the selection --- ------- ------- individual nominee, write that
of Deloitte & Touche LLP as |_| |_| |_| nominee's name on the line
Independent Auditor for the fiscal provided below.)
year ending December 31, 1999
------------------------------
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.
- --------------------------------------------------------------------------------------------------------

- ---------------- ------------ PLEASE MARK ALL
ACCOUNT NUMBER SHARES CHOICES LIKE THIS |X|

SIGNATURE__________________________DATE_______