CHANGE IN CONTROL AGREEMENT


            This Change in Control Agreement ("Agreement") dated as of
       January 31, 1996, is entered into by and between Black
       Hills Corporation ("Company") and Roxann R. Basham, Secretary-
       Treasurer ("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 Effetive 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 Secretary-Treasurer 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 /c/Daniel P. Landguth
                                       Chairman, President and Chief Executive
       ATTEST:


       /c/Dale E. Clement
       Assistant Secretary

                                       By /c/Roxann R. Basham
                                       Executive





<PAGE>
                          CHANGE IN CONTROL AGREEMENT


            This Change in Control Agreement ("Agreement") dated as of
       January 30, 1996, is entered into by and between Black
       Hills Corporation ("Company") and Dale E. Clement, Vice President
       - Finance ("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 Effetive 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 Vice President - Finance 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 /c/Daniel P. Landguth
                                       Chairman, President and Chief Executive

       ATTEST:


       /c/Roxann R. Basham
       Secretary and Treasurer

                                       By /c/Dale E. Clement
                                       Executive



<PAGE>
                          CHANGE IN CONTROL AGREEMENT


            This Change in Control Agreement ("Agreement") dated as of
       January 30, 1996, is entered into by and between Black
       Hills Corporation ("Company") and Gary R. Fish, 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 Effetive 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 /c/Daniel P. Landguth
                                       Chairman, President and Chief Executive

       ATTEST:


       /c/Roxann R. Basham
       Secretary and Treasurer

                                       By /c/Gary R. Fish
                                       Executive




<PAGE>
                          CHANGE IN CONTROL AGREEMENT


            This Change in Control Agreement ("Agreement") dated as of
       January 30, 1996, is entered into by and between Black
       Hills Corporation ("Company") and Everett E. Hoyt, President and
       Chief Operating Officer, Black Hills Power and Light Company
       ("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 Effetive 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 President and Chief Operating Officer--Black
       Hills Power and Light 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 /c/Daniel P. Landguth
                                       Chairman, President and Chief Executive

       ATTEST:


       /c/Roxann R. Basham
       Secretary and Treasurer

                                       By /c/Everett E. Hoyt
                                       Executive




<PAGE>
                          CHANGE IN CONTROL AGREEMENT


            This Change in Control Agreement ("Agreement") dated as of
       January 30, 1996, is entered into by and between Black
       Hills Corporation ("Company") and Daniel P. Landguth, President
       and Chief Executive Officer of the Company ("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 President and Chief Executive Officer 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)  Window Period.  During the Window Period, the
       Executive may terminate his employment for any reason.  For
       purposes of this Agreement, the "Window Period" shall mean the
       30-day period immediately following the first anniversary of the
       Effective Date.

                 (e)  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" or other than during the "Window Period",
       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 or (iii) by the Executive for any reason during
       the Window Period, 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 /c/Dale E. Clement
                                       Senior Vice President - Finance
       ATTEST:


       /c/Roxann R. Basham
       Secretary and Treasurer

                                       By /c/Daniel P. Landguth
                                       Executive





<PAGE>
                          CHANGE IN CONTROL AGREEMENT


            This Change in Control Agreement ("Agreement") dated as of
       January 30, 1996, is entered into by and between Black
       Hills Corporation ("Company") and James Mattern, Vice President -
       Administration ("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 Effetive 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 Vice President - Administration 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 /c/Daniel P. Landguth
                                       Chairman, President and Chief Executive

       ATTEST:


       /c/Roxann R. Basham
       Secretary and Treasurer

                                       By /c/James M. Mattern
                                       Executive




<PAGE>
                          CHANGE IN CONTROL AGREEMENT


            This Change in Control Agreement ("Agreement") dated as of
       January 30, 1996, is entered into by and between Black
       Hills Corporation ("Company") and Thomas M. Ohlmacher, Vice
       President - Power Supply ("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 Effetive 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 Vice President - Power Supply 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 /c/Daniel P. Landguth
                                       Chairman, President and Chief Executive

       ATTEST:


       /c/Roxann R. Basham
       Secretary and Treasurer

                                       By /c/Thomas M. Ohlmacher
                                         Executive