CHANGE IN CONTROL AGREEMENT


    This Change in Control Agreement ("Agreement") dated as of May 1, 1997, is 
entered into by and between Black Hills Corporation ("Company") and Mark T. 
Thies, Controller ("Executive").  
    
  1.  RECITALS.

    The Board of Directors of the Company ("Board") has determined that it is in
the best interests of the Company and its shareholders to encourage the 
Executive's full attention and dedication to the Company currently and in the 
event of any threatened or pending Change in Control (as defined below).  
Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.

 2.  CERTAIN DEFINITIONS.

       "CHANGE IN CONTROL" shall mean any of the following
         events:

    (1)  An acquisition (other than directly from the Company) of any common
         stock of the Company (the "Common Stock") by any "Person" (as the term
         person is used for purposes of Section 13(d) or 14(d) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), immediately
         after which such Person has "Beneficial Ownership" (within the meaning
         of Rule 13d-3 promulgated under the Exchange Act) of thirty percent
         (30%) or more of the Common Stock of the Company; provided, however,
         in determining whether a Change in Control has occurred, Common Stock
         which is acquired in a "Non-Control Acquisition" (as hereinafter 
         defined) shall not constitute an acquisition which would cause a 
         Change in Control.  A "Non-Control Acquisition" shall mean an 
         acquisition by (i) an employee benefit plan (or a trust forming a part 
         thereof) maintained by (A) the Company or (B) any corporation or other 
         Person of which a majority of its voting power or its voting equity 
         securities ("Voting Securities") or equity interest is owned, directly 
         or indirectly, by the Company (for purposes of this definition, a 
         "Subsidiary"), (ii) the Company or its Subsidiaries, or
         (iii) any Person in connection with a "Non-Control Transaction" (as
         hereinafter defined);

    (2)  The individuals who, as of January 30, 1996 are members of the Board
         (the "Incumbent Board"), cease for any reason to constitute at least 
         two- thirds of the members of the Board; provided, however, that if the
         election, or nomination for election by the Company's common 
         shareholders, of any new director was approved by a vote of at least 
         two-thirds of the Incumbent Board, such new director shall, for 
         purposes of this Plan, be considered as a member of the Incumbent 
         Board; provided further, however, that no individual shall be 
         considered a member of the Incumbent Board if such individual initially
         assumed office as a result of either an actual or threatened "Election 
         Contest" (as described in Rule 14a-11 promulgated under the Exchange 
         Act) or other actual or threatened solicitation of proxies or consents 
         by or on behalf of a Person other than the Board (a "Proxy Contest")
         including by reason of any agreement intended to avoid or settle any 
         Election Contest or Proxy Contest; or

    (3)  Approval by shareholders of the Company of:

    (i)  A merger, consolidation or reorganization involving the
         Company, unless such merger, consolidation or reorganization is
         a "Non-Control Transaction."  A "Non-Control Transaction" shall
         mean a merger, consolidation or reorganization of the Company
         where:

    (A)  the shareholders of the Company, immediately before
         such merger, consolidation or reorganization, own directly
         or indirectly immediately following such merger,
         consolidation or reorganization, at least seventy percent
         (70%) of the combined voting power of the outstanding
         Voting Securities of the corporation resulting from such
         merger or consolidation or reorganization (the "Surviving
         Corporation") in substantially the same proportion as their
         ownership of the Voting Securities immediately before
         such merger, consolidation or reorganization.

    (B)  the individuals who were members of the Incumbent
         Board immediately prior to the execution of the
         agreement providing for such merger, consolidation or
         reorganization constitute at least two-thirds of the
         members of the board of directors of the Surviving
         Corporation, or a corporation beneficially directly or
         indirectly owning a majority of the Voting Securities of
         the Surviving Corporation, and

    (C)  no Person other than (i) the Company, (ii) any Subsidiary,
         (iii) any employee benefit plan (or any trust forming a part
         thereof) maintained by the Company, the Surviving
         Corporation, or any Subsidiary, or (iv) any Person who,
         immediately prior to such merger, consolidation or
         reorganization had Beneficial Ownership of thirty percent
         (30%) or more of the then outstanding Voting Securities),
         has Beneficial Ownership of thirty percent (30%) or more
         of the combined voting power of the Surviving
         Corporation's then outstanding Voting Securities.

    (ii) A complete liquidation or dissolution of the Company; or

         (iii)      An agreement for the sale or other disposition of all or
                    substantially all of the assets of the Company to any Person
                    other than (x) a transfer to a Subsidiary or (y) a sale or 
                    transfer of a Subsidiary by the Company except if such sale 
                    or transfer would be a sale or other disposition of all or 
                    substantially all of the assets of the Company.

    (4)  Notwithstanding the foregoing, (i) a Change in Control shall not be
         deemed to occur solely because any Person (the "Subject Person")
         acquired Beneficial Ownership of more than the permitted amount of the
         then outstanding Common Stock as a result of the acquisition of Common
         Stock by the Company which, by reducing the number of shares of
         Common Stock then outstanding, increases the proportional number of
         shares Beneficially Owned by the Subject Persons, provided that if a
         Change in Control would occur (but for the operation of this sentence) 
         as a result of the acquisition of Common Stock by the Company, and 
         after such stock acquisition by the Company, the Subject Person becomes
         the Beneficial Owner of any additional Common Stock which increases the
         percentage of the then outstanding Common Stock Beneficially Owned by
         the Subject Person, then a Change in Control shall occur; and (ii) a
         Change in Control shall not be deemed to occur unless and until all
         regulatory approvals required to effect a Change in Control of the
         Company have been obtained.

         "EFFECTIVE DATE" shall mean the first date on which a Change in Control
         occurs.  The Effective Date does not occur and no benefits shall be 
         paid under this Agreement if for any reason the Executive is not an 
         employee of the Company on the day prior to the Effective Date.

         "EMPLOYMENT TERM" shall mean a term of employment with the Company
         which shall commence on the Effective Date and which shall expire on 
         the third anniversary of the Effective Date; provided, however, that 
         the Employment Term shall in no event extend beyond the first day of 
         the month following the month in which the Executive attains age 
         sixty-five (65).  

         "GOOD CAUSE" means those events or conditions described in paragraph 
         8(c)(i) through (vi) below.

         "NOTICE OF TERMINATION" shall mean a notice which indicates the 
         specific termination provision in this Agreement, if any, relied upon 
         and shall set forth in reasonable detail the facts and circumstances 
         claimed to provide a basis for termination of Executive's employment 
         under the provisions so indicated.  Any purported termination by the 
         Company or Executive shall be communicated by written notice of 
         termination to the other.

         "PENSION EQUALIZATION PLAN" is the Company's pension equalization
         plan as amended  and restated effective January 27, 1995, and as 
         amended from time to time thereafter prior to the Effective Date.

         "PENSION PLAN" is the Company's tax qualified defined benefit pension 
         plan as amended and restated effective October 1, 1989, and as amended 
         from time to time thereafter prior to the Effective Date.

         "REMAINING TERM" shall mean that period of time measured from the
         Termination Date through the end of the Employment Term.

         "TERMINATION DATE" shall mean the date subsequent to a Change in 
         Control that the Executive's employment with the Company terminates.

         "WELFARE BENEFITS" shall mean the Black Hills Corporation Medical and
         Dental Plan, the Black Hills Corporation Flexible Benefit Plan, and the
         Black Hills Corporation Employee Life and Long-Term Disability Plan as 
         the plans and the terms and conditions thereof exist on the day prior 
         to the Effective Date.


     3.EMPLOYMENT.

    Subject to the provisions of Section 8 hereof, during the Employment Term, 
the Company agrees to continue to employ the Executive and the Executive agrees 
to remain in the employ of the Company.  During the Employment Term, the 
Executive shall be employed as the Controller of the Company or in such 
executive capacity as may be mutually agreed to in writing by the parties.  
Executive shall perform the duties, undertake the responsibilities and exercise 
the authority customarily performed, undertaken and exercised by persons 
situated in a similar executive capacity.

    During the Employment Term, excluding periods of vacation and sick leave to 
which Executive is entitled, Executive agrees to devote reasonable attention and
time during usual business hours to the business and affairs of the Company to 
the extent necessary to discharge the responsibilities assigned to Executive 
hereunder.  It is expressly understood and agreed that to the extent that any 
outside activities have been conducted by Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities 
similar in nature and scope thereto) subsequent to the Effective Date shall not 
thereafter be deemed to interfere with the performance of Executive's 
responsibilities to the Company.

     4.COMPENSATION.

    During the Employment Term, the Company agrees to pay or cause to be paid to
Executive annual compensation at a rate at least equal to the highest rate of 
the Executive's annual compensation as in effect at any time within one year 
preceding the Effective Date, and as may be increased from time to time.  Such 
annual compensation shall be payable in accordance with the Company's customary 
practices applicable to its executives.  For purposes of this Agreement, 
"annual compensation" shall mean all compensation paid to the Executive by the
Company during a calendar year, which amounts are includable in the gross 
income of the Executive for federal income tax purposes, including, but not 
limited to, overtime, bonus, commission or incentive compensation ("Annual 
Compensation").

     5.EMPLOYEE WELFARE AND PENSION BENEFITS.

    During the Employment Term, the Company shall provide to the Executive the 
Welfare Benefits and the Pension Plan or other substantially similar employee 
welfare and pension benefits, but in no event on a basis less favorable in terms
of benefit levels and coverage than the Welfare Benefits and the Pension Plan.

     6. PENSION EQUALIZATION PLAN.

    During the Employment Term, the Company shall continue to provide to 
Executive coverage and participation under the Pension Equalization Plan or a 
substantially similar supplemental retirement plan, but in no event on a basis 
less favorable in terms of benefit levels and coverage than the Pension 
Equalization Plan.

     7. OTHER BENEFITS.

     (a)Fringe Benefits, Perquisites, Vacation and Sick Leave.  During the
Employment Term, Executive shall be entitled to all fringe benefits, 
perquisites, vacation and sick leave generally made available by the Company to 
its executives.  Unless otherwise provided herein, the fringe benefits, 
perquisites, vacation and sick leave provided to Executive shall be on the 
same basis and terms as other similarly situated executives of the Company, but
in no event shall be less favorable than the most favorable fringe benefits, 
perquisites, vacation and sick leave applicable to Executive at any time within 
one year preceding the Effective Date, or if more favorable, at any time 
thereafter.

     (b)Expenses.  Executive shall be entitled to receive prompt reimbursement 
of all expenses reasonably incurred by him in connection with the performance of
his duties hereunder or for promoting, pursuing or otherwise furthering the 
business or interests of the Company.

     8.TERMINATION.

    During the Employment Term, Executive's employment hereunder may be 
terminated under the following circumstances:

     (a)Cause.  The Company may terminate Executive's employment for
"Cause."  A termination of employment is for "Cause" if Executive (1) has been 
convicted of a felony or (2) intentionally engaged in conduct which is 
demonstrably and materially injurious to the Company, monetarily or otherwise; 
provided, however, that no termination of Executive's employment shall be for 
Cause as set forth in clause (2) above until (i) there shall have been
delivered to Executive a copy of a written notice setting forth that Executive 
was guilty of the conduct set forth in clause (2) and specifying the particulars
thereof in detail, and (ii) Executive shall have been provided an opportunity to
be heard by the Board (with the assistance of Executive's counsel if Executive 
so desires).  No act, nor failure to act, on Executive's part shall
be considered "intentional" unless he has acted, or failed to act, with an 
absence of good faith and without a reasonable belief that his action or failure
to act was in the best interest of the Company.  Notwithstanding anything 
contained in this Agreement to the contrary, no failure to perform by Executive 
after a Notice of Termination is given by Executive shall constitute Cause
for purposes of this Agreement.

     (b)Disability.  The Company may terminate Executive's employment after
having established Executive's Disability.  For purposes of this Agreement, 
"Disability" means a physical or mental infirmity which impairs Executive's 
ability to substantially perform his duties under this Agreement which continues
for a period of at least one hundred eighty (180) consecutive days to be 
determined by a physician selected by Company and acceptable to Executive.  
Executive shall be entitled to the compensation and benefits provided for under
this Agreement for any period during Employment Term and prior to the 
establishment of Executive's Disability during which Executive is unable to work
due to a physical or mental infirmity.  Notwithstanding anything contained in 
this Agreement to the contrary, until the Termination Date specified in a Notice
of Termination relating to Executive's Disability, Executive shall be entitled 
to return to his position with the Company as set forth in this Agreement in 
which event no Disability of Executive will be deemed to have occurred.

     (c)Good Reason.  During the Employment Term, the Executive may
terminate his employment for "Good Reason."  For purposes of this Agreement, 
"Good Reason" shall mean the occurrence after the Effective Date of any of the 
events or conditions described below:

           (i)a change in the Executive's status, title, position or
         responsibilities (including reporting responsibilities), which, in the 
         Executive's reasonable judgment, represent an adverse change from his 
         status, title, position or responsibilities as in effect prior to the 
         Effective Date or any other action by the Company which results in a 
         diminution in such position, authority, duties or responsibilities, 
         excluding for this purpose an isolated, unsubstantial and
         inadvertent action not taken in bad faith and which is remedied by the 
         Company promptly after receipt of notice thereof by Executive;

           (ii)a reduction in the Executive's Annual Compensation as defined in
         paragraph 4 or any failure to pay the Executive any compensation or 
         benefits to which he is entitled within seven (7) days of the date due;

           (iii)any material breach by the Company of any provision of this
         Agreement, including, but not limited to, the Company's failure to 
         provide the Employee Welfare and Pension Benefits and Pension 
         Equalization Plan as set forth in paragraphs 5 and 6 above;

           (iv)The Company's requiring the Executive to be based outside a
         50-mile radius from Rapid City, South Dakota, except for reasonably 
         required travel on the Company's business which is not substantially 
         greater than such travel requirements prior to the Effective Date;

           (v)Any purported termination of the Executive's employment for
         Cause by the Company which does not comply with the terms of Section 
         8(a) above; or

           (vi)The failure of the Company to obtain an agreement, satisfactory
         to the Executive, from any successor or assign of the Company to assume
         and agree to perform this Agreement, as contemplated in Section 12 
         hereof.

     (d)Voluntary Termination.  The Executive may voluntarily terminate his
employment hereunder at any time.

     9.COMPENSATION UPON TERMINATION.

    Upon termination of Executive's employment during the Employment Term, 
Executive shall be entitled to the following benefits:

     (a)If Executive's employment with the Company shall be terminated (i) by
the Company for Cause or Disability, or (ii) by reason of Executive's death, or 
(iii) by Executive without "Good Reason," the Company shall pay Executive all 
amounts earned or accrued through the Termination Date but not paid as of the 
Termination Date, including all Annual Compensation, reimbursement for 
reasonable and necessary expenses incurred by Executive on behalf of the 
Company during the period ending on the Termination Date, vacation pay and sick
leave (collectively "Accrued Compensation").  

     (b)If the Executive's employment with the Company shall be terminated
(other than by reason of death) (i) by the Company other than for Cause or 
Disability, or (ii) by Executive for Good Reason, Executive shall be entitled to
the following:

           (i)The Company shall pay Executive all Accrued Compensation; 

           (ii)The Company shall pay Executive as severance pay and in lieu of
         any further compensation for periods subsequent to the Termination Date
         an amount in cash equal to (w) 2.99 times (x) the Executive's average 
         Annual Compensation for the most recent five taxable years ending prior
         to the Change in Control times (y) a ratio, the numerator of which 
         shall be the number of months in the Remaining Term (a partial month 
         being considered a full month) and the denominator of which shall be 
         the number of months in the Employment Term times (z) a ratio, the 
         numerator of which shall be the number of months in the Employment Term
         and the denominator of which shall be 36 months;

           (iii)During the "Remaining Term," the Company shall at its expense
         continue on behalf of Executive and his dependents and beneficiaries 
         the Welfare Benefits or similar benefits no less favorable than the 
         benefit levels and coverages provided in the Welfare Benefits; 
         provided, however, that the Company's obligation with respect to the 
         foregoing benefits shall be limited to the extent that Executive 
         obtains any such benefits pursuant to a subsequent employer's benefit
         plans, in which case the Company may reduce the coverage of any 
         benefits it is required to provide Executive hereunder so long as the 
         aggregate coverages and benefits of the combined benefit plans is no 
         less favorable to Executive than the Welfare Benefits;

           (iv)Executive shall be entitled to an amount of credited service for
         vesting purposes under the Pension Equalization Plan equal to the 
         period of time in the Remaining Term, and it shall be assumed for 
         purposes of determining benefits under the Pension Equalization Plan,
         that Executive's employment continued during the Remaining Term at the 
         compensation level provided for in Section 4 above.  In addition, the 
         Executive shall be entitled to a supplemental Pension Plan benefit, 
         which shall be the excess, if any, of (x) the amount that
         Executive would have been entitled to receive under the Pension Plan 
         as if (i) Executive received additional credited service under the 
         Pension Plan for the Remaining Term and (ii) Executive's Annual 
         Compensation as defined in Section 4 above remained in effect during 
         the Remaining Term over (y) the amount that Executive will actually 
         receive under the Pension Plan.  This supplemental benefit
         shall be determined using the same factors, actuarial or otherwise, as 
         used in determining Executive's Pension Plan benefit and shall be 
         payable at like terms and in like manner as the Pension Plan benefit.  
         This supplemental benefit is not payable unless and until the Executive
         receives Pension Plan benefits.

     10.OFFSET.

    Executive shall not be required to mitigate the amount of any payment 
provided for in this Agreement by seeking other employment or otherwise, and 
except as provided in Section 9(b)(iii), such payments shall not be reduced 
whether or not Executive obtains other employment.

     11.TAX EFFECT.

    Notwithstanding anything contained in this Agreement to the contrary, if any
payment received or to be received by Executive pursuant to the terms of this 
Agreement or otherwise and in connection with, or arising out of, Executive's 
employment with the Company or a Change in Control ("Total Payments"), would not
be deductible by the Company (in whole or in part) as the result of Section 280G
of the Internal Revenue Code (the "Code"), the amount determined under
Section 9(b)(ii) shall be reduced until no portion of the Total Payments is not 
nondeductible.

    For purposes of determining whether any of the Total Payments would not be 
deductible by the Company (1) Total Payments will be treated as "Parachute 
Payments" within the meaning of Section 280G(b)(2) of the Code and all Parachute
Payments in excess of the base amount within the meaning of Section 280G(b)(3) 
will be treated as nondeductible unless, in the opinion of tax counsel selected 
by the Company's independent auditors and acceptable to Executive, such
Total Payments (in whole or in part) are not Parachute Payments, or such 
Parachute Payments in excess of the base amount (in whole or in part) are 
otherwise not nondeductible and (2) the value of any noncash benefits or any 
deferred payment or benefit will be determined by the Company's independent 
auditors in accordance with Section 280G(d)(3) and (4) of the Code.

     12.SUCCESSORS AND ASSIGNS.

    This Agreement shall be binding upon and shall inure to the benefit of the 
Company, its successors and assigns and the Company shall require any successor 
or assign to expressly assume and agree to perform this Agreement in the same 
manner and to the same extent that the Company would be required to perform it 
if no such succession or assignment had taken place. The term "Company" as used 
herein shall include such successors and assigns.  The term "successors and 
assigns" as used herein shall mean a corporation or other entity acquiring all 
or substantially all the assets and business of the Company (including this 
Agreement) whether by operation of law or otherwise.

    Neither this Agreement nor any right or interest hereunder shall be 
assignable or transferable by the Executive, his beneficiaries or legal 
representatives, except by will or by the laws of descent and distribution.  
This Agreement shall inure to the benefit of and be enforceable by the 
Executive's legal personal representative.

     13.FEES AND EXPENSES.  

    The Company shall pay all legal fees and related expenses (including the 
costs of experts, evidence and counsel) incurred by the Executive subsequent to 
the Effective Date as they become due as a result of the Executive seeking to 
obtain or enforce any right or benefit provided by this Agreement.

     14.NOTICE.

    For the purposes of this Agreement, notices and all other communications 
provided for in the Agreement (including the Notice of Termination) shall be in 
writing and shall be deemed to have been duly given when personally delivered or
sent by certified mail, return receipt requested, postage prepaid, addressed to 
the respective addresses last given by each party to the other.  All notices and
communications shall be deemed to have been received on the date of
delivery thereof or on the third business day after the mailing thereof, except 
that notice of change of address shall be effective only upon receipt.

     15.NONEXCLUSIVITY OF RIGHTS.  

    Nothing in this Agreement shall prevent or limit Executive's continuing or 
future participation in any benefit, bonus, incentive or other plan or program 
provided by the Company or any of its subsidiaries and for which Executive may 
qualify, nor shall anything herein limit or reduce such rights as Executive may 
have under any other agreements with the Company or any of its subsidiaries. 
Amounts which are vested benefits or which Executive is otherwise entitled to
receive under any plan or program of the Company or any of its subsidiaries 
shall be payable in accordance with such plan or program, except as explicitly 
modified by this Agreement.

     16.MISCELLANEOUS.

    No provision of this Agreement may be modified, waived or discharged unless 
such waiver, modification or discharge is agreed to in writing and signed by 
Executive and the Company.  No waiver by either party hereto at any time of any 
breach by the other party hereto of, or compliance with, any condition or 
provision of this Agreement to be performed by such other party shall be deemed 
a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.  No agreement or representations, oral or 
otherwise, express or implied, with respect to the subject matter hereof have 
been made by either party which are not expressly set forth in this Agreement.

     17.GOVERNING LAW.  

    This Agreement shall be governed by and construed and enforced in accordance
with the laws of the state of South Dakota.

     20.SEVERABILITY.  

    The provisions of this Agreement shall be deemed severable and the 
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.

     18.NO GUARANTEED EMPLOYMENT.  

    Executive and the Company acknowledge that, except as may otherwise be 
provided under any other written agreement between Executive and the Company, 
the employment of Executive by the Company is "at will" and, prior to the 
Effective Date, may be terminated by either Executive or the Company at any 
time.  Moreover, if prior to the Effective Date, Executive's employment with 
the Company terminates, Executive shall have no further rights
under this Agreement.

     19.ENTIRE AGREEMENT.  

    This Agreement constitutes the entire agreement between the parties hereto 
and supersedes all prior agreements, if any, understandings and arrangements, 
oral or written, between the parties hereto with respect to the subject matter
hereof. 

    Dated the day and year first above written.

    BLACK HILLS CORPORATION


    By/s/ Mark T.Thies
         Title:Controller

ATTEST:

/s/Roxann R. Basham
Secretary and Treasurer

By /s/Daniel P. Landguth
    Executive