CHANGE IN CONTROL AGREEMENT


    This Change in Control Agreement ("Agreement") dated as of December 31, 
1997, is entered into by and between Black Hills Corporation ("Company") and 
Kyle White ("Key Employee").

    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 Key 
Employee'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 Key Employee 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.  

         "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 Key Executive's 
         employment under the provisions so indicated. Any purported 
         termination by the Company or Key Employee 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 Key Employee'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 Key Employee and the Key Employee 
agrees to remain in the employ of the Company.  During the Employment Term, the 
Key Employee shall be employed at a position substantially similar to Key 
Employee's position prior to the Change in Control or in such other capacity as 
may be mutually agreed to in writing by the parties.  Key Employee shall 
perform the duties, undertake the responsibilities and exercise the authority
customarily performed, undertaken and exercised by persons situated in a 
similar capacity.

    During the Employment Term, excluding periods of vacation and sick leave to 
which Key Employee is entitled, Key Employee 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 Key Employee hereunder.  It is expressly understood and agreed that to the 
extent that any outside activities have been conducted by Key Employee 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 Key 
Employee's responsibilities to the Company.

    4. COMPENSATION.

    During the Employment Term, the Company agrees to pay or cause to be paid to
Key Employee annual compensation at a rate at least equal to the highest rate of
the Key Employee'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 Key Employees.  For purposes of this 
Agreement, "annual compensation" shall mean all compensation paid to the Key 
Employee by the Company during a calendar year, which amounts are includable in
the gross income of the Key Employee 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 Key Employee 
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 Key 
Employee (if Key Employee was a participant prior to the Change in Control)
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, Key Employee shall be entitled to all fringe benefits, 
perquisites, vacation and sick leave generally made available by the Company to 
its employees.  Unless otherwise provided herein, the fringe benefits, 
perquisites, vacation and sick leave provided to Key Employee shall be on the
same basis and terms as other similarly situated employees of the Company, 
but in no event shall be less favorable than the most favorable fringe benefits,
perquisites, vacation and sick leave applicable to Key Employee at any time 
within one year preceding the Effective Date, or if more favorable, at any 
time thereafter.

    (b) Expenses.  Key Employee 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, Key Employee's employment hereunder may be
terminated under the following circumstances:

     (a) Cause.  The Company may terminate Key Employee's employment for
"Cause."  A termination of employment is for "Cause" if Key Employee (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 Key Employee's employment shall be for
Cause as set forth in clause (2) above until (i) there all have been delivered
to Key Employee a copy of a written notice setting forth that Key Employee 
was guilty of the conduct set forth in clause (2) and specifying the particulars
thereof in detail, and (ii) Key Employee shall have been provided an opportunity
to be heard by the Board (with the assistance of Key Employee's counsel if Key 
Employee so desires).  No act, nor failure to act, on Key Employee'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 Key Employee after a Notice of Termination is given by Key Employee shall 
constitute Cause for purposes of this Agreement.

     (b)Disability.  The Company may terminate Key Employee's employment
after having established Key Employee's Disability.  For purposes of this
Agreement, "Disability" means a physical or mental infirmity which impairs Key 
Employee'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 Key Employee.  Key Employee 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 Key Employee's
Disability during which Key Employee 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 Key Employee's Disability, Key Employee shall be entitled to 
return to his position with the Company as set forth in this Agreement in 
which event no Disability of Key Employee will be deemed to have occurred.

     (c)Good Reason.  During the Employment Term, the Key Employee 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 Key Employee's status, title, position or
         responsibilities (including reporting responsibilities), which, in the
         Key Employee'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 Key 
         Employee;

           (ii)a reduction in the Key Employee's Annual Compensation as
         defined in paragraph 4 or any failure to pay the Key Employee 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 Key Employee to be based outside
         a 50-mile radius from Key Employee's usual and normal place of work 
         prior to the Change in Control, 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 Key Employee'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 Key Employee, 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 Key Employee may voluntarily terminate his
employment hereunder at any time.

    9. COMPENSATION UPON TERMINATION.

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

     (a)If Key Employee's employment with the Company shall be terminated
(i) by the Company for Cause or Disability, or (ii) by reason of Key 
Employee's death, or (iii) by Key Employee without "Good Reason," the Company 
shall pay Key Employee 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 Key Employee on behalf of the Company during the period ending on the
Termination Date, vacation pay and sick leave (collectively "Accrued 
Compensation").  

     (b)If the Key Employee'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 Key Employee for Good Reason, Key Employee shall be 
entitled to the following:

           (i)The Company shall pay Key Employee all Accrued
         Compensation; 

           (ii)The Company shall pay Key Employee 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 
         Key Employee'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 Key Employee 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 Key Employee 
         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 Key Employee hereunder so long 
         as the aggregate coverages and benefits of the combined benefit plans 
         is no less favorable to Key Employee than the Welfare Benefits;

           (iv)Key Employee shall be entitled to an amount of credited service
         for vesting purposes under the Pension Equalization Plan (if Key 
         Employee is a participant therein) 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 Key
         Employee's employment continued during the Remaining Term at
         the compensation level provided for in Section 4 above.  In 
         addition, the Key Employee shall be entitled to a supplemental
         Pension Plan benefit, which shall be the excess, if any, of (x) the
         amount that Key Employee would have been entitled to receive under
         the Pension Plan as if (i) Key Employee received additional credited
         service under the Pension Plan for the Remaining Term and (ii) Key
         Employee's Annual Compensation as defined in Section 4 above
         remained in effect during the Remaining Term over (y) the amount that
         Key Employee will actually receive under the Pension Plan.  This 
         supplemental benefit shall be determined using the same factors,
         actuarial or otherwise, as used in determining Key Employee'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 Key Employee receives Pension Plan 
         benefits.

    10. OFFSET.

    Key Employee 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 Key Employee obtains other employment.

    11. TAX EFFECT.

    Notwithstanding anything contained in this Agreement to the contrary, if 
any payment received or to be received by Key Employee pursuant to the terms
of this Agreement or otherwise and in connection with, or arising out of, 
Key Employee'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 Key
Employee, 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 Key Employee, 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 Key 
Employee'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 Key Employee subsequent
to the Effective Date as they become due as a result of the Key Employee 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 ofchange of address shall be effective only upon receipt.

    15. NONEXCLUSIVITY OF RIGHTS.  

    Nothing in this Agreement shall prevent or limit Key Employee'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 Key
Employee may qualify, nor shall anything herein limit or reduce such rights
as Key Employee may have under any other agreements with the Company or any 
of its subsidiaries. Amounts which are vested benefits or which Key Employee
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 Key Employee 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.

    18. 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.

    19. NO GUARANTEED EMPLOYMENT.  

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

    20. NO ADMINISTRATION.

    The parties hereto understand and agree that this Agreement shall not be 
subject to a separate ongoing administrative scheme to administer the benefits
of this Agreement in that the benefits provided hereunder are capable of
simple or mechanical determination upon the happening of a required event or 
events.

    21.  SUBSIDIARY DEEMED TO BE COMPANY FOR PORTIONS OF AGREEMENT.

    In the event that subsequent to the date of this Agreement the Key Employee 
becomes an employee of a Subsidiary of the Company, or in the event that any
Key Employee is an employee of a Subsidiary of the Company, the references 
to "Company" in Sections 3 through 8 and in Section 19 shall be deemed to be a 
reference to the Subsidiary which may employ the Key Employee to the extent
necessary to preserve the intent of this Agreement; provided, that nothing
herein shall mean or suggest that any benefits are applicable hereunder upon
a Change in Control of a Subsidiary rather than the Company.

    22. 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______________________________
      Title:

ATTEST:


_________________________
Secretary and Treasurer


    By______________________________
      Key Employee