As filed with the Securities and Exchange Commission on May 9, 2000

                       Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            BLACK HILLS HOLDING CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)
 -------------------------- ----------------------- ---------------------------

   South Dakota                      4911                       46-0458824
 -------------------------- ----------------------- ---------------------------
 -------------------------- ----------------------- ---------------------------
                                    (Primary
(State or Other Jurisdiction  Standard Industrial      (I.R.S. Employer
   of Incorporation or           Classification         Identification
      Organization)               Code Number)              Number)
 -------------------------- ----------------------- ---------------------------
                                625 Ninth Street
                                 P.O. Box 1400
                           Rapid City, South Dakota 57709
                                 (605) 721-1700
(Address, Including Zip Code, and Telephone Number, Including Area Code,
                 of Registrant's Principal Executive Offices)

                                ROXANN R. BASHAM
        Vice President - Finance and Corporate Secretary and Treasurer
                                625 Ninth Street
                                 P.O. Box 1400
                         Rapid City, South Dakota 57709
                                (605) 721-1700
(Name, Address, Including Zip Code, and Telephone Number, Including Area
                           Code, of Agent For Service)

                                  With copies to:
- --------------------------------------- ---------------------------------------

       JOHN K. NOONEY, ESQUIRE                HOWARD L. MEYERS, ESQUIRE
  Morrill Thomas Nooney & Braun LLP          Morgan, Lewis & Bockius LLP
    625 Ninth Street, Eighth Floor                1701 Market Street
             P.O. Box 8108                 Philadelphia, Pennsylvania 19103
  Rapid City, South Dakota 57709-8108              ( 215) 963-5000
            (605) 348-7516
- --------------------------------------- ---------------------------------------
    Approximate date of commencement of proposed sale to the public:  As soon as
practicable  after the  effective  date of this  registration  statement and all
other conditions to the share exchange between the common  shareholders of Black
Hills  Corporation and Black Hills Holding  Corporation  pursuant to the Plan of
Exchange described in the Proxy Statement/Prospectus  contained herein have been
satisfied or waived.
    If the  securities  being  registered  on this  Form are  being  offered  in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
    If this form is filed to  register  additional  securities  for an  offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering: [ ]
    If this form is a  post-effective  amendment  filed  pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration statement number of the earlier effective registration for the same
offering: [ ]

                           CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title Of Each                                      Proposed          Proposed
  Class Of                                       Maximum Aggre-   Maximum Amount
Securities To   Amount To Be   Offering Price    gate Offering     Of Registra-
Be Registered    Registered      Per Share          Price            tion Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock,    21,800,000    [$22.65625](1)  [$493,906,250](1)    $130,391.25
$1.00 par value
- --------------------------------------------------------------------------------
    (1) Estimated  solely  for  the  purpose  of  computing  the  amount  of the
        registration  fee pursuant to Rule 457(c) of the Securities Act of 1933,
        as  amended,  on the basis of  $22.65625  per share,  the  average  high
        ($23.125) and low ($22.1875)  prices of the common stock being exchanged
        for the securities  being registered  hereunder,  as reported on the New
        York Stock Exchange for May 4, 2000.

    (2) The registration fee was paid when the original S-4 was filed on May 10,
        2000.

    The  Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.

                             BLACK HILLS CORPORATION
                                625 Ninth Street
                         Rapid City, South Dakota 57701

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  JUNE 20, 2000

May 8, 2000

Dear Shareholder:

         You are invited to attend our annual meeting of  shareholders  of Black
Hills Corporation to be held on Tuesday,  June 20, 2000 at 9:30 a.m. local time,
at the Journey  Museum,  222 New York  Street,  Rapid City,  South  Dakota.  The
purpose of our annual meeting is to consider and take action on the following:

         1.       Formation of a holding company and the exchange of Black Hills
                  Corporation  common  stock  for  common  stock of the  holding
                  company.

         2.       Election of three Class II Directors to serve until the annual
                  meeting of shareholders in 2003: Daniel P. Landguth, John R.
                  Howard and David C. Ebertz.

         3.       Ratification  of Arthur  Andersen  LLP to serve as Black Hills
                  Corporation's independent auditors for the year 2000.

         4.       Any other  business  that  properly  comes  before  the annual
                  meeting.

         The enclosed  proxy  statement  and  prospectus  discuss the  important
matters to be considered at this year's meeting.  Our  shareholders of record as
of May 1, 2000 can vote at the annual meeting.

         Your vote is very important.  Please sign, date and return the enclosed
proxy card in the  envelope  provided.  If you own shares of common  stock other
than the  shares  shown on the  enclosed  proxy,  you will  receive a proxy in a
separate  envelope for each such holding.  Please  execute and return each proxy
received.  To make sure that your vote is counted,  you should allow enough time
for the postal service to deliver your proxy before the meeting.

                                            Sincerely,

                                            ROXANN R. BASHAM
                                            Vice President - Finance
                                              and Corporate Secretary/Treasurer

                             BLACK HILLS CORPORATION

                                625 Ninth Street
                         Rapid City, South Dakota 57701

                                 PROXY STATEMENT

         A proxy in the accompanying form is solicited by the Board of Directors
of Black  Hills  Corporation,  a South  Dakota  corporation,  to be voted at the
annual meeting of our shareholders to be held Tuesday, June 20, 2000, and at any
adjournment of the annual meeting.

         The enclosed form of proxy,  when executed and returned,  will be voted
as set forth therein.  Any  shareholder  signing a proxy has the power to revoke
the proxy in writing, addressed to our secretary, or in person at the meeting at
any time before the proxy is exercised.

         All shares represented by valid, unrevoked proxies will be voted at our
annual  meeting.  Shares  voted as  abstentions  on any matter,  or as "withhold
authority" as to votes for members of our Board of Directors, will be counted as
shares that are present and  entitled to vote for  purposes of  determining  the
presence of a quorum at the  meeting  but will be counted as  unvoted,  although
present and entitled to vote, for purposes of  determining  the approval of each
matter as to which the  shareholder  has abstained.  If a broker submits a proxy
which  indicates  that the broker does not have  discretionary  authority  as to
certain  shares to vote on one or more matters,  those shares will be counted as
shares that are present and  entitled to vote for  purposes of  determining  the
presence of a quorum at the meeting,  but will not be  considered as present and
entitled to vote with respect to such matters.

         We will bear all costs of the solicitation. In addition to solicitation
by mail, our officers and employees may solicit proxies by telephone, fax, or in
person. Georgeson Shareholder  Communications,  Inc. has been retained to assist
in  the   solicitation  of  proxies  at  an  anticipated  cost  of  $4,000  plus
out-of-pocket expenses. Also, we will, upon request,  reimburse brokers or other
persons  holding  stock in their  names or in the  names of their  nominees  for
reasonable  expenses in forwarding proxies and proxy materials to the beneficial
owners of stock.

         This proxy statement and the accompanying form of proxy are to be first
mailed on or about May 8, 2000. Our annual report to shareholders was previously
mailed to shareholders.

                       VOTING RIGHTS AND PRINCIPAL HOLDERS

         Only our  shareholders  of record at the  close of  business  on May 1,
2000, will be entitled to vote at the meeting.  Our outstanding  voting stock as
of such record date consisted of 21,390,949 shares of our common stock.

         Each  outstanding  share of our common  stock is  entitled to one vote.
Cumulative  voting is permitted in the election of our Board of Directors.  Each
share is entitled to three votes,  one each for the election of three directors,
and the three votes may be cast for a single person or may be distributed  among
two or three persons.

         We are not aware of any person or group who is the beneficial  owner of
more than five percent of our common stock.

                                TABLE OF CONTENTS

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING PROCESS.........1

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS...............................5

ITEM I:
 PROPOSAL TO APPROVE THE FORMATION OF A HOLDING COMPANY AND PLAN OF EXCHANGE..6
         Formation of a Holding Company.......................................6
         Risk Factors.........................................................6
         Where You Can Find More Information..................................7
         Reasons for Formation of a Holding Company...........................8
         Companies Subject to Share Exchange..................................8
         Termination or Amendment of Plan of Exchange........................10
         Conditions to Share Exchange........................................11
         Dissenters Rights...................................................11
         No Exchange of Stock Certificates...................................11
         Dividend Reinvestment and Stock Purchase Plan.......................12
         Employee Stock Purchase Plan........................................12
         Benefit Plans.......................................................13
         Listing of Common Stock of the Holding Company......................15
         Transfer Agent and Registrar........................................15
         Market Value of Our Common Stock....................................15
         Dividend Policy.....................................................15
         Directors and Executive Officers....................................16
         Our Common Stock....................................................17
         Common Stock of the Holding Company.................................17
         Comparison of Holding Company Articles to Our Articles..............18
         Treatment of Our Preferred Stock....................................18
         Treatment of Our Indebtedness.......................................18
         Certain Income Tax Consequences.....................................19
         Exemption from Public Utility Holding Company Act of 1935...........20
         Legal Opinions......................................................21
         Experts...........................................................  21

ITEM II: ELECTION OF DIRECTORS...............................................22
         Security Ownership of Management....................................24
         The Board and Committees............................................25
         Compensation Committee Interlocks and Insider Participation.........25
         Directors' Fees.....................................................26
         Executive Compensation..............................................26
         Retirement Plans....................................................29
         Retirement Benefits.................................................31
         Employees'Stock Purchase Plan.......................................31
         Retirement Savings Plan.............................................31
         Severance Agreements................................................32
         Stock Performance Graph.............................................33

ITEM III: APPOINTMENT OF INDEPENDENT AUDITORS................................34

ITEM IV: TRANSACTION OF OTHER BUSINESS.......................................34

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................35

      COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING PROCESS
- ---------------------------------------------------------

Q:.......Who is soliciting my proxy?

A:.......The Board of Directors of Black Hills Corporation.
- ------------------------------------------------------------------------------

Q:.......Where and when is the annual meeting?

A:.......9:30 a.m., Mountain Daylight Time, June 20, 2000 at the Journey Museum,
         222 New York Street, Rapid City, South Dakota.

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

Q:.......What am I voting on?

A:       *Formation of a holding company and the exchange of our common stock
          for common stock of the holding company.

         *Election of three Class II Directors: Daniel P. Landguth, John R.
          Howard and David C. Ebertz.

         *Ratification of Arthur Andersen LLP as our independent auditors for
          2000.
- ------------------------------------------------------------------------------

Q:       What factors did the Board of Directors consider in approving the
         formation of the holding company and share exchange?

A:       *A holding company structure will give us more financial, managerial
          and organizational flexibility and will allow us to separate our
          different businesses into regulated and unregulated businesses.

         *Legally  separate  entities,  such  as  subsidiaries  of  the  holding
          company,  will make  management of each business more  accountable and
          allow  us  to  better   evaluate  the  success  of  existing  and  new
          businesses.

         *The holding  company  structure  will permit us to take  advantage  of
          non-utility  business  opportunities  more  quickly,  and permit  more
          flexibility in financing non-utility businesses.

         *Legally  separate  entities  will  make  business  segment  reporting,
          required  under  Securities  and  Exchange  Commission  and  financial
          accounting rules, easier.

         *The holding company structure will further separate utility ratepayers
          from the financial risks of non-utility businesses.

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

Q:       Who can vote?

A:       Holders of our common stock as of the close of business on the record
         date, May 1, 2000, can vote at our annual meeting. Each share of our
         common stock gets one vote.  Cumulative voting is permitted in the
         election of directors.  Each share is  entitled  to  three  votes,  one
         each  for the  election  of three directors,  and the three votes may
         be cast for a single  person or may be distributed among two or three
         persons.
- ------------------------------------------------------------------------------

Q:       How do I vote?

A:       Sign and date each  proxy  card that you  receive  and return it in the
         prepaid  envelope.  If we receive  your signed  proxy before the annual
         meeting,  we will vote your  shares as you  direct.  You can specify on
         your proxy whether your shares should be voted for all, some or none of
         the nominees for  director.  You can also specify  whether you approve,
         disapprove or abstain from the other three proposals.

         If you do not mark any sections, your proxy card will be voted:

         o        in favor of the election of the directors named in Proposal 2;
                  and

         o        in favor of Proposals 1 and 3.

         You have the right to revoke your proxy any time before the meeting by:

         o        notifying our secretary in writing; or

         o        in person at the meeting at any time before the proxy is
                  exercised.
- ------------------------------------------------------------------------------

Q:       Who will count the vote?

A:       Representatives of Norwest Bank Minnesota, N.A. will count the votes
         and serve as judges of the election.
- ------------------------------------------------------------------------------

Q:       What constitutes a quorum?

A:       As of the record  date,  May 1, 2000,  21,390,949  shares of our common
         stock were  issued  and  outstanding.  In order to  conduct  the annual
         meeting,  more than one-half of the outstanding  shares must be present
         or be represented  by proxy.  This is referred to as a "quorum." If you
         submit a properly  executed  proxy card, you will be considered as part
         of the quorum. Proxies marked as abstaining on any proposal to be acted
         on by shareholders will be treated as present at the annual meeting for
         purposes of a quorum.  Proxies marked as abstaining,  however, will not
         be counted as votes cast on that proposal.  Abstaining  proxies include
         proxies containing broker non-votes.
- ------------------------------------------------------------------------------

Q:       What vote is needed for these proposals to be adopted?

A:       More than one-half of shares present either in person or by proxy and
         entitled to vote at the annual meeting must vote for a proposal in
         order for it to be adopted.  For the election of directors, abstentions
         and votes "withheld" will be considered  votes  against  the directors.
         For all other  proposals,  abstentions and broker non-votes will not be
         counted as "votes" cast.
- ------------------------------------------------------------------------------

Q:       Will shareholders have dissenters' rights?

A:       Yes. Under South Dakota law, shareholders are permitted to dissent from
         the share exchange and to have the fair value of their shares appraised
         and  paid  to  them in  cash.  To do  this,  shareholders  must  follow
         prescribed  procedures,  including  filing  notices with us and refrain
         from voting his shares in approval of the share exchange.
- ------------------------------------------------------------------------------

Q:       What should I do now?

A:       You should mail your signed and dated proxy card in the enclosed
         envelope as soon as possible, so that your shares will
         be represented at the annual meeting.

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

Q:       Who conducts the proxy solicitation and how much will it cost?

A:       We are asking for your proxy for the annual meeting and will pay all
         the cost of asking for shareholder proxies.  We have hired Georgesan
         Shareholder Communications, Inc. to help us send out the proxy
         materials and ask for proxies.  Georgesan Shareholder Communications,
         Inc.'s fee for these services is anticipated to be $4,000, plus out-
         of-pocket expenses.  We can ask for proxies through the mail or by
         telephone, fax, or in person.  We can use our directors, officers and
         regular employees to ask for proxies.  These people do not receive
         additional compensation for these services.  We will reimburse
         brokerage  houses and other  custodians,  nominees and  fiduciaries for
         their  reasonable  out-of-pocket  expenses for forwarding  solicitation
         material to the beneficial owners of our common stock.
- ------------------------------------------------------------------------------

Q:       Can I change my vote after I have mailed my signed proxy card?

A:       Yes.  You can change your vote in one of three ways at any time before
         your proxy is used.  First, you can revoke your proxy by written
         notice.  Second, you can send a later dated proxy changing your vote.
         Third, you can attend the meeting and vote in person.
- -----------------------------------------------------------------------------

Q:       How will my shares be voted if they are held in a broker's name?

A:       Your broker may vote shares nominally held in its name, or in what is
         commonly called "street name", only if you provide the broker with
         written instructions on how to vote.
- -----------------------------------------------------------------------------

Q:       What happens if I do not give my broker instructions?

A:       Absent your instructions, these shares will not be voted.  Because
         approval of the formation of the holding company and the share exchange
         requires the holders of a majority of the outstanding shares of our
         common stock vote "yes", the effect of not voting the shares is the
         same as a "no" vote.  Therefore, we urge you to instruct your broker
         in writing to vote shares held in street name for the proposed
         transaction.
- -----------------------------------------------------------------------------

Q:       Who should I call with questions?

A:       If you have questions about the transaction, you should call Roxann R.
         Basham, our Vice President - Finance and Secretary/Treasurer, at
         (605) 721-1700.
- ---------------------------------------------------------------------------

Q:       When are the shareholder proposals for the annual meeting held in the
         Year 2001 due?

A:       In order to be  considered,  you must submit  proposals for next year's
         annual  meeting in writing to our  secretary at our home offices at 625
         Ninth Street,  P.O. Box 1400, Rapid City, South Dakota 57709,  prior to
         January 8, 2001.
- --------------------------------------------------------------------------------

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This proxy statement  contains  forward-looking  statements  within the
meaning  of the  Private  Securities  Litigation  Reform  Act of 1995  under the
captions,  "Formation  of a  Holding  Company",  "Risk  Factors",  "Reasons  for
Formation  of  a  Holding  Company",  "Companies  Subject  to  Share  Exchange",
"Conditions to Share  Exchange",  "Listing of Common Stock of Holding  Company",
"Dividend  Policy",  "Exemption from Public Utility Holding Company Act of 1935"
and elsewhere in this proxy statement. These forward-looking statements include,
among others, statements about the following:

     *        shareholder approval of the share exchange;

     *        the degree to which we will be able to pursue non-regulated
              business opportunities;

     *        the effectiveness of our new organizational structure;

     *        whether the holding company will be subject to federal or state
              regulations;

     *        our ability to obtain federal and state regulatory approval of the
              share exchange;

     *        the approval of our listing application with the New York Stock
              Exchange; and

     *        whether we will be able to pay dividends.

         When used in this proxy statement,  the words "anticipate",  "believe",
"estimate",  "expect",  "intends", "will", and similar expressions are generally
intended to identify  forward-looking  statements.  There are important  factors
that could cause actual  results to differ  materially  from those  expressed or
implied by such forward-looking statements.

         In addition, please see other factors under "Item 1: Proposal to
Approve the Formation of a Holding Company and Plan of Exchange - Risk Factors."

ITEM I:
PROPOSAL TO APPROVE THE FORMATION OF A HOLDING COMPANY AND PLAN OF EXCHANGE

Formation of a Holding Company

         You are being  asked to  approve  the  formation  of a holding  company
through  the  exchange  of our  common  stock for  common  stock of the  holding
company. After the share exchange,  Black Hills Corporation will become a wholly
owned  subsidiary  of  the  holding  company.  After  we  obtain  the  necessary
regulatory  approvals,  the holding  company intends to separate and realign our
businesses into multiple subsidiaries. The manner and timing of separating these
businesses  will  depend  on a  number  of  factors,  including  the  regulatory
approvals and the business judgment of our Board of Directors.  Our shareholders
will not vote  separately  on the  timing or manner of this  realignment  of our
businesses.

         Black  Hills  Corporation  and Black  Hills  Holding  Corporation,  the
proposed  holding company,  have entered into a plan of exchange.  A copy of the
plan of  exchange is  attached  as Exhibit A and is  incorporated  in this proxy
statement  and  prospectus  by reference.  The plan of exchange  provides  that,
subject to the approval of our shareholders, each share of our common stock will
be  exchanged  for one share of common  stock of the  holding  company,  a South
Dakota corporation.

o        Before  the share  exchange,  all the  shares  of  common  stock of the
         holding  company  are owned by Black  Hills  Corporation.  As a result,
         Black Hills Holding  Corporation is a wholly owned  subsidiary of Black
         Hills Corporation.

o        If our shareholders approve the share exchange, the share exchange will
         become  effective  on the date  specified  in the  Articles of Exchange
         filed with the South Dakota Secretary of State.

o        On the effective date, each share of our common stock will be exchanged
         for a share of common stock of the holding company. As a result, all of
         our common  shareholders will become common shareholders of Black Hills
         Holding  Corporation,  the  holding  company.  All the shares of common
         stock of the holding  company held by Black Hills  Corporation  will be
         canceled.

o        After the share  exchange,  Black  Hills  Corporation  will be a wholly
         owned  subsidiary  of Black  Hills  Holding  Corporation,  the  holding
         company.  Black Hills  Corporation  debt securities and other financial
         obligations will continue to be obligations of Black Hills Corporation.
         See "Treatment of Our Indebtedness" on page 17.

o        At the conclusion of the share exchange,  Black Hills  Corporation will
         change  its name to "Black  Hills  Power and  Light  Company",  and the
         holding company will change its name to "Black Hills Corporation."

Risk Factors

o        Unregulated Businesses May Involve More Risk

              The formation of a holding  company  allows us to pursue,  through
              separate subsidiaries,  business opportunities in markets that are
              both regulated and unregulated. Unregulated businesses may involve
              more  risk  than  those  of  Black  Hills  Corporation,  which  is
              primarily a regulated utility. The value of a common shareholder's
              investment  in the holding  company  could be  adversely  affected
              because of the greater risk of these businesses.

o        Dividends on the Holding Company Common Stock Depend on Dividends Paid
         on Our Common Stock

              Before and after the share exchange, the holding company will have
              few  assets  of its own.  After the share  exchange,  Black  Hills
              Corporation, as a subsidiary of the holding company, will continue
              as an  operating  company  and will be,  at least  initially,  the
              holding   company's   largest   source  of  income.   Black  Hills
              Corporation  will own, either directly or indirectly,  most of the
              operating  assets.  When the  restructuring  takes  effect,  it is
              expected that  dividends on the holding  company common stock will
              be  declared  and paid on the  same  schedule  and rate  currently
              followed for dividends on our common stock. Subsequently,  holding
              company dividends will depend on the future earnings and financial
              condition of the holding  company and its  subsidiaries.  For more
              information  on  the  restriction  of  Black  Hills  Corporation's
              ability to pay dividends, see "Dividend Policy" on page 15.

Where You Can Find More Information

         We are currently the parent company of Black Hills Holding Corporation.
We file  annual,  quarterly  and special  reports,  proxy  statements  and other
information  with the  Securities  and Exchange  Commission.  Our Securities and
Exchange Commission filings are available to the public over the Internet at the
Securities and Exchange  Commission's  web site at  http://www.sec.gov.  You may
also read and copy,  at the  Securities  and Exchange  Commission's  rates,  any
document we file at the Securities and Exchange  Commission's  public  reference
rooms.  There are Securities and Exchange  Commission  public reference rooms at
450 Fifth Street, N.W., Washington,  D.C. 20549, and the Securities and Exchange
Commission's regional offices at Suite 1300, 7 World Trade Center, New York, New
York 10048 and at 500 West Madison Street, Chicago,  Illinois 60661. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for more information on
the public reference  rooms.  Reports,  proxy  statements and other  information
filed by us may also be inspected at the New York Stock Exchange.

         The Securities and Exchange  Commission  allows us to  "incorporate  by
reference"  the  information  that we file with  them.  This  means  that we can
disclose important business and financial information to you by referring you to
those  documents   without  including  the  information  in  or  delivering  the
information   with  this  proxy  statement  and   prospectus.   The  information
incorporated  by  reference  is an important  part of this proxy  statement  and
prospectus, and information that is filed later with the Securities and Exchange
Commission  will   automatically   update  and  replace  this  information.   We
incorporate by reference the documents  listed below and any future filings made
with the Securities and Exchange  Commission under Sections 13(a),  13(c), 14 or
15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  until all of our
common  stock is  exchanged  for the common  stock of the holding  company.  The
information in the following documents are incorporated by reference:

o Annual Report to the Securities  and Exchange  Commission on Form 10-K for the
year ended December 31, 1999, as amended.

         You can receive a copy of these  filings  without the  exhibits,  at no
cost, by writing or telephoning us at:

                                    Black Hills Corporation
                                    625 Ninth Street
                                    Rapid City, South Dakota  57709
                                    Attention:  Corporate Secretary
                                    (605) 721-1700

         To receive this  information in time for our 2000 annual  meeting,  you
must request it no later than June 13,  2000,  five  business  days prior to the
date of our 2000 annual meeting.

         You should not assume that our business  affairs have not changed since
the  date of this  proxy  statement  and  prospectus  just  because  this  proxy
statement and prospectus is delivered to you or a sale is made hereunder.

Reasons for Formation of a Holding Company

         The  traditional  utility  company  structure has the electric  utility
business,  which is comprised of the generation,  transmission  and distribution
business,  and the unregulated  businesses in one company.  We believe that this
traditional  structure  is  inadequate  for  meeting the  business  demands of a
competitive energy marketplace. We believe that a holding company structure is a
better structure.  The holding company structure is a  well-established  form of
organization for companies conducting different lines of business,  particularly
both regulated and unregulated businesses.

o        A holding company structure will give us more financial, managerial and
         organizational  flexibility and will allow us to separate our different
         businesses into regulated and unregulated businesses.

o        Legally separate entities, such as subsidiaries of the holding company,
         will make management of each business more  accountable and allow us to
         better evaluate the success of existing and new businesses.

o        The  holding  company  structure  will permit us to take  advantage  of
         non-utility  business  opportunities  more  quickly,  and  permit  more
         flexibility in financing non-utility businesses.

o        Legally  separate  entities  will  make  business  segment   reporting,
         required  under  Securities  and  Exchange   Commission  and  financial
         accounting rules, easier.

o        The holding company  structure will further separate  utility
         ratepayers from the financial risks of non-utility businesses.

o        Forming a holding company will not impair our operation of our electric
         utility business.

o        We continue to be committed to providing high-quality electric utility
         service in our franchised territory.

o        Forming  a  holding   company   will  not,  in  any  way,   affect  our
         responsibilities,  qualifications  or authority to operate and maintain
         our electric utility assets.

         The Board of Directors believes that the benefits of going to a holding
company structure outweigh the costs. The costs include:

o        The financial  cost of obtaining the necessary  approvals of regulatory
         agencies  and other  parties and  registering  the common  stock of the
         holding company.

o        The financial and administrative  cost of complying with the Securities
         and  Exchange  Commission  reporting  obligations  for both the holding
         company and Black Hills  Corporation.  After the share  exchange,  each
         company will have publicly held securities and, therefore, each will be
         required to file reports with the Securities and Exchange Commission.

Companies Subject to Share Exchange

         Black Hills Corporation. Incorporated under the laws of South Dakota in
1941, we are an energy and communications  company primarily consisting of three
principal   business  units:   regulated   electric,   independent   energy  and
communications.   Our  mission  statement  is  to  provide  quality  energy  and
communications  products and services at competitive  prices in targeted markets
to build value for our shareholders and customers and create  opportunities  for
our employees. We operate our businesses as follows:

*        Public utility electric operations under the assumed name of Black
         Hills Power and Light Company;

*        Independent energy businesses through our direct and indirect
         subsidiaries:

          *        Wyodak Resources related to coal;
          *        Black Hills Exploration and Production related to oil and
                   natural gas;
          *        Energy marketing through Enserco Energy, Inc. related to
                   natural gas;
          *        Black Hills Energy Resources, Inc. related to crude oil;
          *        Black Hills Coal Network, Inc. related to coal;
          *        Independent power activities through Black Hills Generation
                   and Black Hills Energy Capital; and

*        Communication operations through Black Hills Fiber Systems, Inc., Black
         Hills FiberCom, LLC and DAKSOFT, Inc.

         Our utility operations include the generation,  purchase, transmission,
distribution  and sale of  electric  power and  energy to  approximately  57,700
customers  in 11  counties in western  South  Dakota,  northeastern  Wyoming and
southeastern  Montana,  an area with a  population  estimated  at  165,000.  The
largest community served is Rapid City, South Dakota, a major retail,  wholesale
and health care center,  with a  population,  including  environs,  estimated at
75,000.

         This chart shows our corporate structure before the share exchange:

                                 [INSERT GRAPH]

         Black Hills Holding  Corporation.  Black Hills Holding  Corporation was
incorporated in South Dakota on April 28, 2000 for the purpose of carrying out
the share exchange.  Black Hills Holding  Corporation is a direct,  wholly owned
subsidiary of ours. On the effective date, Black Hills Holding Corporation will
become our parent.

         Currently,  Black Hills Holding  Corporation has few assets and has not
engaged in any business operations.  All our business operations conducted by us
and our subsidiaries  immediately  before the effective date will continue to be
conducted by Black Hills Corporation and its subsidiaries  immediately after the
effective  date. The only difference is that Black Hills  Corporation  will be a
subsidiary  of Black Hills  Holding  Corporation.  Our  consolidated  assets and
liabilities and those of our subsidiaries  immediately before the effective date
will be the same as the  consolidated  assets  and  liabilities  of Black  Hills
Holding  Corporation and its subsidiaries  immediately after the effective date.
We currently  expect that Black Hills Holding  Corporation will not itself be an
operating company at the parent company level.

         Black Hills  Holding  Corporation  will not be subject to regulation by
the Federal  Energy  Regulatory  Commission,  the South  Dakota  Public  Utility
Commission or the Wyoming Public Service  Commission,  except to the extent that
the rules and  orders  of those  agencies  impose  restrictions  on the  holding
company's relationship with Black Hills Corporation or Black Hills Corporation's
relationship with other subsidiaries of the holding company. Black Hills Holding
Corporation  will be a "public utility holding company" under the Public Utility
Holding Company Act of 1935.  However, we expect Black Hills Holding Corporation
to obtain an exemption  from most of the  provisions of that law. See "Exemption
From Public Utility Holding Company Act of 1935" on page 19.

         This chart shows the holding company's proposed  corporation  structure
immediately after the share exchange:

                                            [INSERT GRAPH]

         Neither we nor Black Hills Holding  Corporation,  the holding  company,
are currently  parties to any material  contracts with each other;  however,  we
expect  that,  after the share  exchange,  the holding  company will use various
services of Black Hills Corporation, including:

*        Facilities and equipment;
*        Executive management;
*        Administration;
*        Accounting;
*        Finance;
*        Communications;
*        Purchasing;
*        Billing;
*        Information systems;
*        Corporate secretarial;
*        Insurance; and
*        Others.

         We have not yet determined the final corporate structure of Black Hills
Corporation  after the share  exchange.  After the share exchange and subject to
regulatory  approval,  the  holding  company  intends  to  realign  Black  Hills
Corporation's  subsidiaries.  The  manner and  timing of this  realignment  will
depend  on a number of  factors,  including  the  regulatory  approvals  and the
business  judgment of our Board of Directors.  Our shareholders  will not get to
vote on the timing or manner of this  realignment  of Black Hills  Corporation's
businesses.

Termination or Amendment of Plan of Exchange

         After shareholder approval of the share exchange at our annual meeting:

o        Either we or Black  Hills  Holding  Corporation  may  decide  not to go
         through with the share exchange and may terminate the plan of exchange.

o        Either we or Black Hills Holding Corporation may change the terms of
         the share exchange, except that neither party can:

          o        change the amount or kind of shares to be received; or

          o        adversely affect the rights of the shareholders.

Conditions to Share Exchange

         The  share  exchange  will  not  happen  until  all  of  the  following
conditions are satisfied:

o        The share  exchange  is  approved  by a  majority  of the shares of our
         common stock  present in person or by proxy and entitled to vote at the
         annual meeting.

o        We  obtain  the  approval  or  waiver  of  the   following   regulatory
         authorities, as well as any other authorities whose approval we believe
         should be obtained in order to form a holding company:

          o        Federal Energy Regulatory Commission
          o        Securities and Exchange Commission
          o        South Dakota Public Utility Commission
          o        Wyoming Public Service Commission.

         We expect to receive these  approvals or waivers after  approval by our
shareholders of the share exchange.

          o The shares of common stock of the holding company are approved for
            listing on the New York Stock Exchange.

 Dissenters Rights

o        Generally, Section 47-6-23 of the South Dakota Business Corporation Act
         allows  shareholders who do not agree with fundamental actions taken by
         a corporation  to receive  payment of the "fair value" of their shares.
         This is referred to as  "dissenters  rights."  For the  purposes of the
         "dissenter's  rights" statutes,  the "fair value" of shares means their
         value  immediately  before the  effectuation of the proposed  corporate
         action to which  the  dissenter  objects  (here,  the share  exchange),
         excluding any  appreciation  or  depreciation  in  anticipation of such
         corporate action unless such exclusion would be inequitable.

         All  shareholders  have a right to dissent from the share  exchange and
         obtain payment for their shares by complying  with Sections  47-6-23 to
         47-6-23.3,  inclusive,  and Sections 47-6-40 to 47-6-50,  inclusive, of
         the South Dakota Business  Corporation Act, a copy of which accompanies
         this proxy statement as Exhibit B.

         Any  shareholder  who wishes to  dissent  from the share  exchange  and
         obtain  payment  for  his  shares  must:  (1)  file  with  Black  Hills
         Corporation,  prior to the vote on the share exchange, a written notice
         of intention to demand that he be paid fair compensation for his shares
         if the share  exchange  takes  place;  and (2) refrain  from voting his
         shares in approval of the share  exchange.  A shareholder  who fails to
         give the written  notice or who votes in approval of the share exchange
         forfeits  his  right  to  obtain  payment  for  his  shares  under  the
         "dissenter's rights" statutes.

No Exchange of Stock Certificates

o        Our shareholders do not have to exchange their stock certificates after
         the share exchange.

o        After the share exchange, each stock certificate representing shares of
         Black Hills Corporation common stock will  automatically  represent the
         same  number of shares of common  stock,  respectively,  of the holding
         company.

o        After the share exchange,  when stock  certificates  representing Black
         Hills  Corporation  common stock are  presented for transfer as part of
         the regular  trading of stock,  new  certificates  representing  common
         stock of the holding company will be issued.

Dividend Reinvestment and Stock Purchase Plan

         Purpose of the plans.  Our Board of Directors adopted the Dividend
Reinvestment and Stock Purchase Plan to:

          o        Give the  holders of our  common  stock an easy way of buying
                   additional shares of our common stock through  reinvesting of
                   dividends; and

          o        Encourage the purchase of our common stock without payment of
                   any brokerage commission.

         Who administers the plans?  Norwest Bank Minnesota,  N.A., our Transfer
Agent, Registrar and Dividend Disbursing Agent, administers the plan.

         Basic terms of the plans. The dividend  reinvestment  plan lets you buy
our common stock in two ways:

          o        Dividends on all participating shares can be automatically
                   reinvested in shares of our common stock.

          o        You can also buy  additional  shares of our common stock from
                   us by a direct  cash  investment  of not less  than  $200 per
                   transaction, up to a maximum of $50,000 per calendar quarter.

          o        We can decide  whether the shares  purchased  under the plans
                   come from newly issued shares or open-market  purchases by an
                   independent  agent.  If newly issued  shares are issued,  the
                   purchase  price is 100 percent of the average  closing prices
                   for our  common  stock on the New York Stock  Exchange  for a
                   period of five  trading  days ending on the  pricing  date as
                   defined in the plan.  If the shares are purchased on the open
                   market, the price of the shares is the weighted average price
                   of the shares acquired plus a brokerage commission.

         Who is  eligible?  All  holders  of  record  of our  common  stock  can
participate in the dividend plan.

         Effect of the share exchange.  The dividend  reinstatement plan will be
amended so that,  after the share  exchange,  dividends  will be  reinvested  in
shares  of  common  stock  of  the  holding  company,  instead  of  Black  Hills
Corporation common stock. In addition,  all direct cash investments will be used
to purchase shares of common stock of the holding company. All reinvestments and
purchases  will be made in the same way and subject to the same terms as existed
before the share exchange.

Employee Stock Purchase Plan

         Purpose of the plan. Our Board of Directors  adopted the Employee Stock
Purchase Plan to encourage employee ownership of our common stock.

         Who  administers  the plan?  The  Board of  Directors  administers  and
interprets the plan.

         Basic terms of the plan.  Our employees  are allowed to purchase
shares of our common stock at a price equal to 90 percent of the fair market
value of such shares on the offering date.

         Who is eligible? Our full-time employees are eligible to participate in
the plan.

         Effect  of  the  share  exchange.  After  the  share  exchange,  shares
purchased  under the plan will be  exercisable  for common  stock of the holding
company instead of Black Hills Corporation  common stock, in the same amount and
subject to the same terms as before the share exchange. In addition, the holding
company will assume the rights and obligations under the plan, and its board, or
one of its committees, will administer and interpret the plan.

Benefit Plans

         The following is a general  description of our benefit plans. After the
effective  date,  the benefit  plans that issue Black Hills  Corporation  common
stock will issue common stock of the holding company  instead.  We are providing
this information to you for informational purposes only. You are not being asked
to approve the  substitution  of common  stock of the holding  company for Black
Hills Corporation  common stock in the benefit plans, any changes to the benefit
plans  necessary to substitute  common stock of the holding company or any other
aspect of the benefit plans.

         1.       1996 and 1999 Stock Option Plans.

         Purpose of the plans. The 1996 and 1999 plans were adopted by our Board
of  Directors  to allow us to issue  options to certain  officers  and other key
employees to purchase our common stock.  Our Board believes that issuing options
to our employees  encourages  their  contribution  to our growth and that of our
subsidiaries   by  aligning   their   economic   interests  with  those  of  our
shareholders;   provides  participants  with  an  incentive  for  excellence  in
individual  performance;  promotes teamwork among participants;  and provides us
with flexibility in its ability to motivate,  attract and retain the services of
participants  who make  significant  contributions  to our  success and to allow
participants to share in our success.

         Who administers the plans? The  Compensation  Committee of our Board of
Directors administers and interprets the plans.

         Basic  terms of the plans.  We may grant  options  for up to  1,000,000
shares of our common stock under the stock option plans.  The Board of Directors
has granted  options on 449,450  shares,  of which 7,500 have been forfeited and
3,000 have been exercised.

         Who is eligible? The Compensation Committee decides which employees are
eligible  to  receive  options  under the plans and the  number of options to be
granted.

         Effect of the share  exchange.  After the share  exchange,  each option
granted  under the plans will be  exercisable  for common  stock of the  holding
company instead of Black Hills Corporation  common stock, in the same amount and
subject to the same terms as before the share exchange. In addition, the holding
company will assume all rights and obligations  under the plans,  and its board,
or one of its committees, will administer and interpret the plans.

         2.       Short-Term Annual Incentive Compensation Plan.

         Purpose of the plan. The Short-Term Annual Incentive  Compensation Plan
was adopted by our Board of Directors to recognize  and reward the  contribution
that group performance makes to our corporate success.

         Basic terms of the plan. The plan has a corporate goal that is based on
the percentage of consolidated earnings per share that exceeds targeted amounts.
Target award levels are a percentage of base salary.  Participants  are required
to purchase our common stock with 50 percent of the Short-Term  Annual Incentive
Bonus.

         Who  is  eligible?   Only  our  executive   officers  are  eligible  to
participate in the plan at this time.

         Effect of the share  exchange.  The  holding  company  will  assume all
rights and  obligations  under the plan and its board, or one of its committees,
will administer and interpret the plan.  After the share exchange,  participants
will be required to purchase Black Hills Holding  Corporation  common stock with
50 percent of the Short-Term Annual Incentive Bonus.

         3.   Retirement   Savings  401(k)  Plan  and   Non-Qualified   Deferred
Compensation Plan.

         Purpose  of the  plans.  The plans  allow the  participants  to defer a
portion of their  eligible  earnings on a pre-tax basis into an investment  fund
subject to limitations imposed by the Internal Revenue Code.

         Basic  terms of the  plans.  Participants  may  elect to defer up to 20
percent  of  their  eligible  earnings  on a  pre-tax  basis  under  the  401(k)
Retirement  Savings Plan and up to 50 percent of their  eligible  earnings under
the  Non-Qualified  Deferred  Compensation  Plan.  Effective January 1, 2000, we
provide a matching  contribution  of 100 percent of the  employee's tax deferred
contribution,   subject  to  a  maximum  of  three  percent  of  the  employee's
compensation to the 401(k) Retirement Savings Plan.

         Who is  eligible?  All of  our  full-time  employees  are  eligible  to
participate in the 401(k) Retirement  Savings Plan. Only our executive  officers
are allowed to participate in the Non-Qualified Deferred Compensation Plan.

         Effect of the share  exchange.  The  holding  company  will  assume all
rights and obligations under the plans.  Participants'  investments in the plans
that consist of Black Hills Corporation common stock will be exchanged for Black
Hills Holding Corporation's common stock.

         4.       Pension Plan and Pension Equalization Plan.

         Purpose of the plans.  The Pension  Plan and the  Pension  Equalization
Plan provide benefits to our employees at retirement.

         Basic terms of the plans. See "Retirement Plans" on page 28.

         Who is eligible?  See "Retirement Plans" on page 28.

         Effect of the share  exchange.  The  holding  company  will  assume all
rights and obligations under the plans.

         5.       Severance Agreements.

         Purpose of the agreements.  The Change in Control Severance  Agreements
provide for certain  payments and other  benefits to our executive  officers and
certain key  employees  to be payable  upon a change in control and a subsequent
termination of employment, either involuntary or for a good reason.

         Basic terms of the agreements. See "Severance Agreements" on page 30.

         Who is eligible?  Our executive officers and certain key employees have
change in control agreements.

         Effect of the share  exchange.  The  holding  company  will  assume all
rights and  obligations  under the agreements and the agreements will be amended
so that a change of  control  of Black  Hills  Corporation  will be  amended  to
include a change in control of Black Hills Holding Corporation.

         6.       Outside Directors Stock Based Compensation Plan.

         Purpose of the plan.  The purpose of the plan is to provide our outside
directors  certain  benefits  in order  to  attract  and  retain  competent  and
hardworking  outside  directors  whose  abilities,  experience  and judgment can
contribute to our well-being and that of our  shareholders  and to further align
the long-term interests of our outside directors with those of our shareholders.

         Who  administers the plan? The  Compensation  Committee of our Board of
Directors administers the plan.

         Basic  terms of the plan.  Each  participant  is  entitled to a monthly
contribution  to their account  equal to the number of common stock  equivalents
determined  by  dividing  the sum of $583.33  by the market  price of our common
stock on the last day of the  month  for each  month of each  plan year that the
participant is eligible for benefits.

         Who is  eligible?  Members  of our Board of  Directors  who are not our
employees are eligible to participate in the plan.

         Effect of the share  exchange.  After the share  exchange,  each common
stock  equivalent of Black Hills  Corporation will be exchanged for common stock
equivalents of Black Hills Holding Corporation. In addition, the holding company
will  assume  all right  and  obligations  under  the plan and its  Compensation
Committee will administer the plan.

Listing of Common Stock of the Holding Company

     o        An  application  will be  filed to list  the  common  stock of the
              holding  company on the New York Stock  Exchange  under the symbol
              "BKH".  If the common stock of the holding company is approved for
              listing,  we expect trading to start  immediately  after the share
              exchange.

     o        At the same time, we intend to delist the Black Hills Corporation
              common stock from the New York Stock Exchange.

Transfer Agent and Registrar

         The transfer  agent and  registrar  for the common stock of the holding
company  will be Norwest  Bank,  N.A.  The  address for the  transfer  agent and
registrar will be:

                           Norwest Shareowner Services
                                  PO Box 64854
                             St. Paul, MN 55164-0854

Market Value of Our Common Stock

         Our common  stock is currently  listed on the New York Stock  Exchange.
The high and low sale  prices of our  common  stock on May 1,  2000,  the record
date, were $23.125 and $22, respectively.

Dividend Policy

     o        We expect  that  quarterly  dividends  on the common  stock of the
              holding  company  will be declared  and paid on the same  schedule
              currently followed for dividends on our common stock.

     o        The  most  recent  quarterly  dividend  declared  by the  Board of
              Directors on our common stock was $0.27 per share  payable on June
              1, 2000 to holders of record on May 12, 2000.

         There is no guarantee of the amount of the quarterly dividend or of the
payment  of future  dividends.  The rate and timing of  dividends  on the common
stock of the holding  company will depend on the future  earnings and  financial
condition of the holding  company and its  subsidiaries,  including  Black Hills
Corporation, and on other factors affecting dividend policy, all of which cannot
now be determined.  As a practical matter, the ability of the holding company to
pay  dividends on its preferred and common stock will be governed by the ability
of the operating  subsidiaries  to pay dividends to the holding  company.  For a
period of time after the share exchange, the funds needed by the holding company
to pay  dividends  on its  preferred  and  common  stock  are  expected  to come
primarily  from the dividends  paid by Black Hills  Corporation.  In the future,
dividends  from the  holding  company's  subsidiaries  other  than  Black  Hills
Corporation  may also be a source of funds for dividend  payments by the holding
company.

         After  the share  exchange,  Black  Hills  Corporation  intends  to pay
dividends to the holding company, if available,  in amounts which, to the extent
not otherwise provided by dividends and other funds from any other subsidiaries,
will be  sufficient  to pay cash  dividends on the preferred and common stock of
the  holding  company.  The  amount  of  dividends  to be  paid by  Black  Hills
Corporation  will  also be used to pay the  operating  expenses  of the  holding
company and for other  corporate  purposes  that the board of  directors  of the
holding company determines.

          Black Hills  Corporation's  ability to make regular cash  dividends to
the holding company after the share exchange will be subject to the availability
of earnings and the needs of its business.  Because Black Hills Corporation will
remain subject to regulation by the public  utility  commissions in South Dakota
and Wyoming  and the Federal  Energy  Regulatory  Commission,  the amount of its
earnings and dividends will be affected by the manner in which these commissions
regulate Black Hills Corporation.

         Dividends  on  the  holding  company's  preferred  stock,  when  and as
declared,  will be paid at the  times,  at the  rates and under the terms of the
preferred stock depending on the earnings, financial condition and other factors
affecting the holding company. The ability of the holding company to declare and
pay dividends on its preferred stock will be subject to the same  considerations
that apply to the payment of  dividends  on the common  stock,  but no dividends
will be paid on the common  stock  unless all accrued but unpaid  dividends  are
paid on the preferred stock.

Directors and Executive Officers

     o        On the  effective  date,  the Board of  Directors  will become the
              board of the holding  company,  in the same class as each director
              currently serves.

     o        After the share exchange,  we expect that the following  executive
              officers will hold the following offices with the holding company:

                  Daniel P. Landguth, Chairman of the Board, President
                    and Chief Executive Officer
                  Mark T. Thies, Senior Vice President
                    and Chief Financial Officer
                  James M. Mattern, Senior Vice President-Corporate
                    Administration and Assistant to the Chief Executive Officer
                  Roxann R. Basham, Vice President, Controller
                    and Corporate Secretary

         Black Hills Holding  Corporation,  the holding company, and Black Hills
Corporation each may have directors or executive  officers who are not directors
or executive officers of the other.

         Immediately  after  the share  exchange,  we  expect  that the  holding
company  will  use  various  services  of  Black  Hills  Corporation,  including
facilities  and equipment,  executive  management,  administration,  accounting,
finance,  communications,  purchasing,  billing,  information systems, corporate
secretarial,  insurance and others.  The use of these services may change in the
future.

Our Common Stock

         Authorization.  Before the share exchange, our authorized
capitalization consists of:

     o        50,000,000  shares of common stock,  $1 par value,  of which
              21,390,949  shares were issued and  outstanding  as of
              May 1, 2000, the record date;

     o        270,000 shares of cumulative  preferred stock,  $100 par value,
              of which no shares were issued and outstanding as of
              May 1, 2000, the record date; and

     o        400,000 shares of no par cumulative  preferred  stock, of which no
              shares were issued and  outstanding  as of May 1, 2000, the record
              date.

         We currently  expect that,  after the share  exchange,  the Black Hills
Corporation   articles   of   incorporation   will  be  amended  to  remove  the
authorization to issue preferred stock.

         Preferences.   Dividends  and  distributions  of  assets,  if  we  were
liquidated,  would first be paid to holders of our preferred stock,  then to the
holders of the common stock.  To the extent the holding company depends on Black
Hills  Corporation  for its dividend  payments,  the common stock of the holding
company would also receive  dividends only after  dividends were paid to holders
of preferred stock.

         Rights of Shareholders.  Our Articles and Bylaws contain the following
provisions that relate to our common stock:

     o        Each shareholder on the applicable  record date is entitled to one
              vote per share, and holders of our common stock will vote together
              as  a  single  class,   at  each  annual  or  special  meeting  of
              shareholders;

     o        In general,  all corporate  action to be taken by our shareholders
              may be  authorized  by a  majority  of the votes  cast by  holders
              entitled to vote at a duly authorized meeting;

     o        No shareholder has a right to subscribe for or purchase any future
              issue of our shares;

     o        If we were  liquidated,  dissolved  or our affairs  were wound up,
              holders of our common  stock  would be  entitled to our assets and
              funds after payment is made to the holders of our preferred stock;
              and

     o        Our shareholders may vote for directors cumulatively, meaning that
              shareholders may multiply the number of shares held by them by the
              total number of directors  being elected in calculating  the total
              number of votes  that they may cast.  Cumulative  voting  makes it
              easier  for  minority  shareholders  to exert  influence  over the
              selection of directors.

Common Stock of the Holding Company

         Authorization.  The holding company is authorized to issue:

     o        100,000,000 shares of common stock, $1 par value; and

     o        25,000,000 shares of series preferred stock, without par value.

         The board of the holding  company can determine the voting  rights,  if
any, and other terms of any series of preferred stock of the holding company.

         As of May 1, 2000,  the record date,  100 shares of common stock of the
holding  company were  outstanding  and held by us, and no other shares of stock
were issued or outstanding.  After the share exchange,  the board of the holding
company can issue all or any portion of its unissued  common  stock.  Holders of
common stock of the holding  company  will have no right to subscribe  for or to
purchase any future issue of common stock of the holding company.

         Rights of Shareholders.  The board of the holding company believes that
the  rights  of  holders  of common  stock of the  holding  company  will not be
materially  different  from the rights of holders of our common stock  discussed
above.  After the share  exchange,  the  holders of common  stock of the holding
company  will have all voting  rights with respect to each share of common stock
of the  holding  company  entitled  to one vote on all  matters  and  will  have
cumulative voting for the election of directors.

         Dividends.  Dividends  on common  stock of the holding  company will be
paid as determined by the board of the holding  company from time to time out of
funds  available  for  that  purpose.  See  "Dividend  Policy"  on page 15 for a
discussion of our dividend policy and the holding company's expected  dependence
on Black Hills Corporation's declaration of dividends.

Comparison of Holding Company Articles to Our Articles

         The Articles of Incorporation of Black Hills Holding  Corporation,  the
holding company, differ from our Articles as follows:

     o        Both the  Articles  of the  holding  company  and the Black  Hills
              Corporation  Articles  currently  authorize the issuance of series
              preferred  stock which may be issued by each board at the time and
              with the voting, designation,  preference,  limitation and special
              rights as that board  determines.  We currently expect that, after
              the share exchange,  the Black Hills Corporation  Articles will be
              amended  to  remove  the   authorization   to  issue  Black  Hills
              Corporation series preferred stock.

     o        The clause in the Articles of the holding  company that  describes
              the  activities  in which the  holding  company can engage is more
              general  than the clause in the Black Hills  Corporation  Articles
              because it does not contain  references  to  specific  activities,
              including those related to the utility business.

Treatment of Our Preferred Stock

     o        To the extent  preferred  stock is issued  between the record date
              and exchange  date,  holders of our preferred  stock will exchange
              their preferred shares for preferred shares of the holding company
              having like rights and  preferences  as part of the proposed share
              exchange.

Treatment of Our Indebtedness

     o        All of our indebtedness  outstanding  immediately before the share
              exchange will  continue to be  outstanding  indebtedness  of Black
              Hills Corporation immediately after the share exchange.

     o        Our first  mortgage  bonds  will  continue  to be secured by first
              mortgage liens on all of our properties that are currently subject
              to these  liens.  We expect  that no  indebtedness  of Black Hills
              Corporation will be assumed or guaranteed by the holding company.

Certain Income Tax Consequences

         General

         The following general  discussion  summarizes income tax considerations
relating  to the share  exchange.  These  summaries  are  included  for  general
informational  purposes only. They do not address all aspects of income taxation
that may be relevant to every  shareholder.  The personal tax  circumstances  of
shareholders  differ and shareholders may be subject to special  treatment under
the income tax laws, including:

         1.       holders who are not United States persons;

         2.       financial institutions, tax-exempt organizations;

         3.       insurance companies;

         4.       dealers or brokers in securities;

         5.       holders who held their  stock as part of a hedge,  appreciated
                  financial position, straddle or conversion transaction; or

         6. holders who acquired  shares  through the exercise of employee stock
options or otherwise as compensation.

         Except as otherwise indicated, statements of legal conclusion about tax
treatments,  effects or consequences are the opinion of Morgan,  Lewis & Bockius
LLP,  special tax counsel for Black Hills  Corporation  and Black Hills  Holding
Corporation.  No rulings have been requested from the Internal  Revenue Service.
Each  shareholder  should  consult his or her own tax advisor about the specific
tax consequences of the share exchange,  including the application and effect of
state or local income and other tax laws.

         The following discussion is based on current provisions of the Internal
Revenue Code of 1986, as amended,  currently applicable Treasury regulations and
existing  judicial and  administrative  interpretations  and  decisions.  Future
legislation,  regulations,  administrative  interpretations  or court  decisions
could  significantly  change these legal  conclusions  either  prospectively  or
retroactively.

         The  share  exchange  will  be  treated  as a  transfer  of  all of our
outstanding  common stock by our  shareholders  to the holding company solely in
exchange for all of the outstanding  common stock of the holding  company.  This
exchange will qualify for nonrecognition  treatment under Section 351 of the Tax
Code.

         Tax Implications to the Shareholders

         For federal income tax purposes,  no gain or loss will be recognized by
the holders of our common stock as a result of the share exchange. The aggregate
tax basis of the common stock of the holding  company  received by a shareholder
will be the same as the  shareholder's  aggregate  tax basis in our common stock
surrendered in the share exchange. The holding period of the common stock of the
holding  company held by a shareholder  will include the period during which the
shareholder held our common stock,  provided that the common stock was held as a
capital asset on the date of the share  exchange.  The share  exchange will also
not result in the recognition of gain or loss for federal income tax purposes by
any holders of our preferred stock.

         Tax Implications to Us and the Holding Company

         No gain or loss will be  recognized  by us or the  holding  company for
federal  income tax  purposes  as a result of the share  exchange.  For  federal
income tax  purposes,  the basis of our common  stock  received  by the  holding
company  will be the same as our net asset  basis  immediately  before the share
exchange,   subject  to  adjustments  under  Treasury  Regulations  relating  to
consolidated groups; and the holding company's holding period in the Black Hills
Corporation  common stock received in the share exchange will include the period
during which that stock was held by the shareholders

         Other Tax Aspects

         Apart from  federal  income tax  aspects,  no attempt  has been made to
determine any tax that may be imposed on a shareholder by the country,  state or
jurisdiction in which the holder resides or is a citizen.  Our  shareholders may
be  subject  to other  taxes,  such as state or local  income  taxes that may be
imposed  by  various  jurisdictions.  Our  shareholders  may also be  subject to
intangible  property,  estate and inheritance  taxes in their state of domicile.
Our shareholders  should consult their own tax advisors with regard to state and
local income, inheritance and estate taxes.

         The  federal  income tax  discussion  set forth  above is  intended  to
provide only a general summary,  and does not address tax consequences which may
vary with,  or are  contingent  on,  individual  circumstances.  Moreover,  this
discussion  does  not  address  any  foreign,   federal,  state,  or  local  tax
consequences  of the  disposition  of stock in Black  Hills  Corporation  or the
holding  company either before or after the share  exchange.  Accordingly,  each
shareholder  is  strongly  urged  to  consult  with  his or her tax  advisor  to
determine the particular tax consequences to him or her of the share exchange or
a disposition of stock.

Exemption from Public Utility Holding Company Act of 1935

         After the share  exchange,  Black Hills Holding  Corporation  will be a
"public utility holding company" under the Public Utility Holding Company Act of
1935. However, the holding company expects to obtain an exemption under this law
on the basis that it and Black Hills Corporation will each organize and carry on
their  businesses  substantially  in  South  Dakota  and  will be  predominantly
intrastate  in character.  To obtain this  exemption,  the holding  company will
either  file  an  application  with  the  Securities  and  Exchange   Commission
requesting an order under Section  3(a)(1) of the Public Utility Holding Company
Act of 1935, or claim an exemption  under Section  3(a)(1) of the Public Utility
Holding Company Act of 1935 by filing an exemption  statement on Form U-3A-2. In
either case,  the holding  company will file for  exemption on or before the day
the share exchange is effective.  If obtained,  Black Hills Holding  Corporation
will be exempt from all  provisions  of the law except the  provision  requiring
Securities and Exchange Commission approval for direct or indirect  acquisitions
of five percent or more of the voting  securities  of any other  electric or gas
utility company.

         If Black Hills  Holding  Corporation  obtains its exemption by filing a
Form U-3A-2, it will need to file an exemption  statement on such form each year
on or before March 1 with the Securities and Exchange Commission to maintain the
exemption.  The  exemption  may  be  revoked  by  the  Securities  and  Exchange
Commission  if a  substantial  question  of law or fact exists as to whether the
holding company continues to meet the exemption's  requirements or if it appears
that the exemption may be detrimental to the public  interest or the interest of
investors or consumers.

         If the holding  company is not exempt from this law, it will be subject
to the law's provisions which would require  Securities and Exchange  Commission
approval for a wide range of transactions,  including financings,  acquisitions,
and  intrastate  transactions.  The  holding  company  would  also be subject to
various accounting and reporting requirements.

Legal Opinions

         The validity of the common stock of the holding  company will be passed
upon by Morrill,  Thomas,  Nooney & Braun,  LLP,  general counsel to Black Hills
Corporation and Black Hills Holding Corporation.

Experts

         The  consolidated  financial  statements  of  Black  Hills  Corporation
incorporated  by  reference in this proxy  statement  and  prospectus  have been
audited by Arthur Andersen LLP, independent public accountants,  as indicated in
their reports,  with respect thereto,  and are included herein, in reliance upon
the authority of said firm as experts in giving said reports.

         The Board of  Directors  of Black Hills  Corporation  recommends a vote
         "FOR" the formation of a holding company and the Plan of Exchange.

                         ITEM II: ELECTION OF DIRECTORS

         In  accordance  with the  Bylaws  and  Article  Fifth  of the  Restated
Articles  of  Incorporation,  members of our Board of  Directors  are elected to
three classes of staggered terms  consisting of three years each. At this annual
meeting of our shareholders,  three Directors will be elected to Class II of the
Board of  Directors  to hold  office for a term of three  years until our annual
meeting of shareholders in 2003 and until their  respective  successors shall be
duly elected and qualified.

         Each of the nominees for director is presently a member of our Board of
Directors.  The proxy  attorneys  will vote your stock for the  election  of the
three nominees for director listed below,  unless otherwise  instructed.  If, at
the time of the meeting,  any of such  nominees  shall be unable to serve in the
capacity for which they are nominated or for good cause will not serve, an event
which the Board of Directors  does not  anticipate,  it is the  intention of the
persons designated as proxy attorneys to vote, at their discretion, for nominees
to replace those who are unable to serve.  The affirmative vote of a majority of
the common  shares  present and entitled to vote with respect to the election of
directors  is  required  for  the  election  of the  nominees  to the  Board  of
Directors.

         The following information, including principal occupation or employment
for the past  five or more  years,  is  furnished  with  respect  to each of the
following  persons who are nominated as Class II Directors,  each to serve for a
term of three years to expire in 2003.

         THE  BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE  ELECTION  OF THE
FOLLOWING NOMINEES:

                           Nominees for Election Until
                         2003 Annual Meeting - Class II

Name, Age, Principal Occupation for                                    Director
Last Five Years and Other Directorships                                Since

Daniel P. Landguth, 53                                                 1989
Chairman and Chief Executive
Officer of Black Hills Corporation.  Director,
Rapid City Regional Hospital.
Rapid City, South Dakota

John R. Howard, 59                                                     1977
President, Industrial Products, Inc., an
industrial parts distributor.  Branch
Manager for Linweld, Inc.
Rapid City, South Dakota

David C. Ebertz, 54                                                    1998
Consultant, Dave Ebertz Risk Management
Consulting, since January 2000.  Owner and
President, Barlow Agency, Inc., an insurance agency,
until December 31, 1999.
Gillette, Wyoming

                         Directors Whose Terms Expire at
                         2001 Annual Meeting - Class III

Name, Age, Principal Occupation for                                    Director
Last Five Years and Other Directorships                                Since

Adil M. Ameer, 47                                                      1997
President and Chief Executive Officer,
Rapid City Regional Hospital.
Rapid City, South Dakota

Everett E. Hoyt, 60                                                    1991
President and Chief Operating Officer of
Black Hills Power and Light Company.
Rapid City, South Dakota

Thomas J. Zeller, 52                                                   1997
President, RE/SPEC Inc., a technical consulting
and services firm. Chairman of the Board,
Teachmaster Technologies, Inc., an educational
software and consulting firm.
Rapid City, South Dakota

                         Directors Whose Terms Expire at
                          2002 Annual Meeting - Class I

Name, Age, Principal Occupation for                                    Director
Last Five Years and Other Directorships                                Since

David S. Maney, 36                                                     1999
Founder, President and CEO of Worldbridge
Broadband Services, Inc. and Open Access
Broadband Networks, Inc.
Golden, Colorado

Bruce B. Brundage, 64                                                  1986
President and Director, Brundage &
Company, a firm specializing in corporate
financing.
Englewood, Colorado

Kay S. Jorgensen, 49                                                   1992
Co-Owner and Vice President, Jorgensen-Thompson
Creative Broadcast Services.
Spearfish, South Dakota

Security Ownership of Management

         As of February 29, 2000, the following  table sets forth the beneficial
ownership of our common stock for each director, each executive officer named in
the summary  compensation table, and all of our directors and executive officers
as a group. Beneficial ownership includes shares a director or executive officer
has the  power to vote or  transfer,  and  stock  options  that are  exercisable
currently or within 60 days of February 29, 2000.

         The common stock  interest of each named person and all  directors  and
executive  officers as a group represents 1.3 percent of the aggregate amount of
common stock issued and outstanding.  Except as indicated by footnote below, the
beneficial owner possesses sole voting and investment powers with respect to the
shares shown.

                          Shares        Options          Directors
Name of                Beneficially   Exercisable      Common Stock
Beneficial Owner           Owned     Within 60 Days   Equivalents (1)    Total

Adil M. Ameer             1,097(2)                               657     1,754
Bruce B. Brundage         5,422(3)                             5,903    11,325
David C. Ebertz           1,739(4)                               397     2,136
Gary R. Fish              7,796(5)             23,000                   30,796
John R. Howard           16,864                                4,708    21,572
Everett E. Hoyt          10,683                19,000                   29,683
Kay S. Jorgensen          2,516                                1,717     4,233
Daniel P. Landguth       15,866                45,600                   61,466
David S. Maney            1,168(6)                               180     1,348
James M. Mattern          5,595                19,000                   24,595
Thomas M. Ohlmacher       3,515                19,000                   22,515
Thomas J. Zeller          1,172(7)                               657     1,829
All directors and
executive officers
as a group               90,046               173,800         14,221   278,068

         (1)Includes  common stock  allocated to the directors'  accounts in the
Directors'  Stock Based  Compensation  Plan of which the trustee has sole voting
and investment authority.

         (2)Includes  150 shares  owned  jointly with Mr.  Ameer's  spouse as to
which he shares voting and investment authority.

         (3)Includes 5,400 shares owned by Brundage & Co. Pension Plan and Trust
of which Mr. Brundage is the trustee with sole voting and investment authority.

         (4)Includes  506 shares owned  jointly with Mr.  Ebertz's  spouse as to
which he shares voting and investment authority.

         (5)Includes  6,236 shares owned  jointly with Mr.  Fish's  spouse as to
which he shares voting and investment authority.

         (6)Includes  1,000 shares owned jointly with Mr.  Maney's  spouse as to
which he shares voting and investment authority.

         (7)Includes  225 shares owned  jointly with Mr.  Zeller's  spouse as to
which he shares voting and investment authority.

         Based  solely  upon a review of Black Hills  Corporation's  records and
copies of reports on Form 3, 4 and 5  furnished  to us, we believe  that  during
1999 all persons  subject to the reporting  requirements of Section 16(a) of the
Securities  Exchange Act of 1934,  as amended,  filed the required  reports on a
timely basis.

The Board and Committees

         Our Executive Committee is comprised of Adil M. Ameer, John R. Howard,
Daniel P. Landguth, and Thomas J. Zeller, with Mr. Landguth serving as
Chairperson.  The Committee exercises the authority of the Board of Directors
in the interval between meetings of the Board, recommends to the Board of
Directors persons to be elected as officers, and recommends persons to be
appointed to Board Committees.  The Executive Committee held three meetings
during 1999.

         Our Compensation Committee is comprised of Adil M. Ameer, Bruce B.
Brundage, David C. Ebertz, John R. Howard, Kay S. Jorgensen, David S. Maney and
Thomas J. Zeller, with Mr. Zeller serving as Chairperson.  The Committee
performs functions required by the Board of Directors in the administration of
all federal and state statutes relating to employment and compensation,
recommends to the Board of Directors compensation for officers, and considers
and approves the Company'sccompensation program including benefits, stock option
plans and stock ownership plans.  The Compensation Committee held six
meetings in 1999.

         Our Audit  Committee is  comprised  of Adil M. Ameer,  David C. Ebertz,
John R. Howard, and Kay S. Jorgensen, with Mr. Ameer serving as Chairperson. The
Committee  annually   recommends  to  the  Board  of  Directors  an  independent
accounting  firm  to  be  appointed  by  the  Board  for   ratification  by  our
shareholders,  reviews  the scope and  results  of the  annual  audit  including
reports and  recommendations  of the firm,  reviews our internal audit function,
and periodically confers with the internal audit group, our management,  and our
independent accountants. The Audit Committee held two meetings in 1999.

         Our Nominating Committee is comprised of Bruce B. Brundage, Kay S.
Jorgensen, Daniel P. Landguth, David S. Maney and Thomas J. Zeller, with Mr.
Brundage serving as Chairperson.  The Committee recommends to the Board of
Directors persons to be nominated as directors or to be elected to fill
vacancies on the Board.  The Bylaws require that an outside director serve as
Chairperson of the Committee.  The Nominating Committee held two meetings in
1999.

         Pursuant  to  our  Bylaws,   nominations   from  our  shareholders  for
membership  on the  Board of  Directors  will be  considered  by the  Nominating
Committee.  Our shareholders  who wish to submit names for future  consideration
for Board membership should do so in writing prior to January 8, 2001, addressed
to Nominating Committee, c/o Corporate Secretary, Black Hills Corporation, P.O.
Box 1400, Rapid City, South Dakota 57709.

         Members of the  Committees  referred  to herein are  designated  by our
Directors upon  recommendation of the Executive Committee each year at a meeting
held following our annual meeting of shareholders.

         Our Board of Directors held eleven  meetings during 1999. Each Director
attended no less than 80 percent of the  aggregate  of the total number of Board
meetings and Committee meetings on which the Director served.

Compensation Committee Interlocks and Insider Participation

         Our Compensation Committee is solely comprised of the following outside
directors: Adil M. Ameer, Bruce B. Brundage, David C. Ebertz, John R. Howard,
Kay S. Jorgensen, David S. Maney and Thomas J. Zeller.

         Mr. Ameer is a Director of Black Hills Corporation and serves as a
member of its Compensation Committee.  Mr. Landguth, our Chairman, President
and Chief Executive Officer, is also a director of Rapid City Regional Hospital,
a non-profit organization of which Mr. Ameer is President and Chief Executive
Officer.  Mr. Landguth is serving a six-year term on the Rapid City Regional
Hospital Board which will end in July 2000.  Mr. Ameer and Mr. Landguth do not
participate in any compensation decisions involving each other.

         Western  Health,  a subsidiary  of Rapid City Regional  Hospital,  is a
third party  administrator for our healthcare plans. We have paid  approximately
$76,000 to Western Health in 1999 for its services.

         Worldwide  Broadband  Services,  of which Mr. Maney was  President  and
Chief Executive  Officer in 1999, sold products and services  totaling  $395,000
during 1999 to Black Hills FiberCom, a subsidiary of ours.

Directors' Fees

         Directors who are not officers  receive an annual fee of $15,500 plus a
fee of $600 for each board meeting and committee meeting attended, provided such
committee meetings are substantive in nature and content.

         In addition,  each outside director  receives common stock  equivalents
equal to $7,000 per year  divided by the market price of our common  stock.  The
common stock  equivalents  are payable in stock or cash at  retirement or can be
deferred at the election of the director.

         Members of our Board of Directors are required to beneficially  own 100
shares of common stock when they are  initially  elected a director and to apply
at least 50 percent of his or her  retainer  toward the  purchase of  additional
shares until the director has accumulated at least 2,000 shares of common stock.

Executive Compensation

Compensation Committee Report on Executive Compensation

         The  Compensation  Committee  of our  Board of  Directors  is  composed
entirely of  directors  who are not  employees of Black Hills  Corporation.  The
Compensation  Committee is responsible for developing and making recommendations
to the Board of Directors on the executive  compensation program. The components
of our executive compensation program consist of a base salary, annual incentive
plan and a long-term  incentive  stock  option plan The  committee  oversees and
administers the incentive  compensation  programs including the determination of
the annual and long-term incentive awards.

         The executive compensation strategy is based on principles designed to:

          * Promote the  relationship  between pay and  performance;

          * Attract, retain and encourage the development of highly qualified
            and motivated executives;

          * Recognize and reward outstanding performance;

          * Provide compensation that is competitive and equitable;  and

          * Promote overall corporate performance linked to the mutual interest
            of our shareholders.

         The  Committee  retains the  services of an  independent  international
consulting  firm,  Hewitt  Associates,  to review and evaluate our  compensation
program as compared to  compensation  practices of other  companies with similar
characteristics,  including size, type of business and compensation  philosophy.
In response to the increased  competition in the energy  industry and changes in
the size and mix of our business,  the comparative  groups are comprised of both
traditional utility and general industry  companies.  (The companies included in
the  comparative  group are not identical to those  included in the EEI Index in
the Stock  Performance  Graph included in this proxy  statement).  The Committee
seeks to establish a market based level for each salary range that is at or near
the median, 50th percentile, of the comparative groups surveyed. Recommendations
made by the Committee are based upon the market  analysis,  company  performance
and  achievement of individual  performance  objectives.  The 1999  compensation
analysis  indicated that the market values  increased  significantly  due to our
growth in revenue size and in industry wide executive compensation levels.

         In April 1999, the Compensation  Committee  reviewed the base salary of
our Chief  Executive  Officer.  In  determining  the base salary,  the Committee
considered the  recommendations  from the Hewitt Associates study as well as the
goals and  objectives  of the strategic  plan which  included a target return on
equity, earnings growth and common stock performance.  Consolidated earnings per
share, excluding a special non-cash charge to earnings related to abnormally low
oil prices,  increased 7 percent in 1998 to $1.60 compared to $1.49 in 1997. Our
1998  consolidated  return on equity was 16.1 percent,  dividends  increased 5.3
percent and total shareholder return was 17 percent. The Compensation  Committee
recommended  and the  Board of  Directors  approved  a 17  percent  base  salary
increase in the amount of $40,800 for the Chief Executive  Officer.  In addition
to the  recognition for  performance  achievements,  the increase to base salary
more closely aligned the Chief Executive Officer's base salary to the market.

         We currently  maintain a variety of employee benefit plans and programs
in which our executive officers may participate, including the short-term annual
incentive  compensation  program, the retirement savings plan, the pension plan,
and the Pension  Equalization  Plan. With the exception of the Short-Term Annual
Incentive  Plan and the  Pension  Equalization  Plan,  these  benefit  plans and
programs are generally available to all of our employees.

         The Short-Term  Annual Incentive  Compensation  Program was designed to
recognize and reward the contribution  that group performance makes to corporate
success.  Only our executive officers are eligible to participate in the plan at
this time. The program has a corporate goal that is based upon the percentage of
consolidated  earnings per share that  exceeds  targeted  amounts.  Target award
levels are a percentage of each executive  officer's base salary. The percentage
for our Chief  Executive  Officer  was 45  percent  and for the other  executive
officers ranged from 30 percent to 35 percent.  Individual awards may be greater
or less than target  amounts based on an  assessment of individual  performance.
Awards can range from 0 percent to 150 percent of the target amount. As a result
of strong 1999 actual earnings and the furtherance of our corporate goals,  cash
awards were made to nine executive officers in the aggregate amount of $442,100.
The awards  ranged from 30 percent of base salary to 45 percent of base  salary.
The Chief Executive  Officer received  $127,350 or 45 percent of his base salary
for the year 1999.  The  executive  officers are required to purchase our common
stock with 50 percent of the Short-Term Annual Incentive Bonus.

                             COMPENSATION COMMITTEE

Thomas J. Zeller, Chairperson      Adil M. Ameer              Bruce B. Brundage
David C. Ebertz                    John R. Howard             Kay S. Jorgensen
David S. Maney

         The following table is furnished for the fiscal year ended December 31,
1999, with respect to our Chief Executive Officer and the four other most highly
compensated executive officers for 1999.

- -------------------------------------------------------------------------------
                           SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------
- -------------------------------------- ------ -------------------- ------------
                                              Annual Compensation  Long-Term
                                                                   Compensation
- -------------------------------------- ------ -------------------  ------------
- -------------------------------------- ------ --------- ---------  ------------
Name and Principal Position             Year   Salary   Bonus(1)    Securities
                                                                    Underlying
                                                                     Options
                                                                    Granted(2)
- -------------------------------------- ------ --------- --------- -------------
- -------------------------------------- ------ --------- --------- -------------
Daniel P. Landguth                      1999  $262,600 $127,350      23,500
  Chairman and Chief Executive Officer  1998   237,550   47,683      18,000
                                        1997   222,675   26,399      18,000
- -------------------------------------- ------ --------- --------- -------------
- -------------------------------------- ------ --------- --------- -------------
Everett E. Hoyt                         1999  $169,100  $53,100       8,000
  President and Chief Operating         1998   158,100   18,135       7,500
  Officer of Black Hills Power and      1997   147,600   15,930       7,500
  Light Company
- -------------------------------------- ------ --------- -------- --------------
- -------------------------------------- ------ --------- -------- --------------
Gary R. Fish                            1999  $142,300  $61,250      10,500
  President and Chief Operating         1998   123,350   18,154      10,500
  Officer of Independent Energy         1997   105,012   12,349      10,500
- -------------------------------------- ------ --------- -------- --------------
- -------------------------------------- ------ --------- -------- --------------
Thomas M. Ohlmacher                     1999  $126,500  $35,700       8,000
  Vice President - Power Supply         1998   112,350   12,825       7,500
                                        1997   101,452   11,997       7,500
- -------------------------------------- ------ --------- -------- --------------
- -------------------------------------- ------ --------- -------- --------------
James M. Mattern                        1999  $116,200  $37,800       8,000
  Senior Vice President - Corporate     1998   104,350   11,970       7,500
  Administration and Assistant to the   1997    93,001   10,987       7,500
  Chief Executive Officer
- -------------------------------------- ------ --------- -------- --------------

         (1)Bonus  amounts  include  amounts earned under the Short-Term  Annual
Incentive  Plan in 1999 and 1998, and the Results  Compensation  Program and the
Executive Gainshare Program in 1997, cash bonus programs for our employees based
on the attainment of predetermined profitability measures.

         (2)Reflects the 3-for-2 stock split on March 10, 1998.

- --------------------------------------------------------------------------------
            BLACK HILLS CORPORATION STOCK OPTION GRANTS IN 1999(1)
- --------------------------------------------------------------------------------
- -------------------- ------------ --------------- ---------- ---------- --------
         Name          Number of    Percent of     Exercise  Expiration  Grant
                      Securities   Total Options    Price       Date     Date
                      Underlying    Granted to                          Present
                        Options      Employees                          Value(2)
                        Granted
- -------------------- ------------ --------------- ---------- ---------- --------
- -------------------- ------------ --------------- ---------- ---------- --------
Daniel P. Landguth       23,500        16.8%       $24.0625   07/20/09  $103,635
- -------------------- ------------ --------------- ---------- ---------- --------
- -------------------- ------------ --------------- ---------- ---------- --------
Everett E. Hoyt           8,000         5.7%       $24.0625   07/20/09  $ 35,280
- -------------------- ------------ --------------- ---------- ---------- --------
- -------------------- ------------ --------------- ---------- ---------- --------
Gary R. Fish             10,500         7.5%       $24.0625   07/20/09  $ 46,305
- -------------------- ------------ --------------- ---------- ---------- --------
- -------------------- ------------ --------------- ---------- ---------- --------
Thomas M. Ohlmacher       8,000         5.7%       $24.0625   07/20/09  $ 35,280
- -------------------- ------------ --------------- ---------- ---------- --------
- -------------------- ------------ --------------- ---------- ---------- --------
James M. Mattern          8,000         5.7%       $24.0625   07/20/09  $ 35,280
- -------------------- ------------ --------------- ---------- ---------- --------

         (1)Options  vest  annually  in  installments  of 33  percent  per  year
beginning  on the first  anniversary  of the date of grant.  All options  become
fully vested if a change in control occurs.

         (2)The  Black-Scholes  option-pricing model was used in determining the
present  value  of  the  options  granted.   The  assumptions  utilized  in  the
Black-Scholes model are as follows: 19.87 percent for expected volatility;  6.68
percent for risk free rate of return;  4.2 percent for  dividend  yield;  and 10
years for the time of exercise.

================================================================================
          STOCK OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES(1)
==================== --------------------------------- =========================
                                                          Value of Unexercised
                      Number of Securities Underlying   In-the-Money Options at
                       Unexercised Option at 12/31/99    12/31/99 Exercisable/
      Name              Exercisable/Unexercisable(2)        Unexercisablea(3)
==================== --------------------------------- =========================
Daniel P. Landguth            45,600/35,500                 $155,240/$18,000
==================== --------------------------------- =========================
Everett E. Hoyt               19,000/13,000                   $64,687/$7,500
==================== --------------------------------- =========================
Gary R. Fish                  23,000/17,500                  $70,687/$10,500
==================== --------------------------------- =========================
Thomas M. Ohlmacher           19,000/13,000                   $64,687/$7,500
==================== ================================= =========================
James M. Mattern              19,000/13,000                   $64,687/$7,500
==================== ================================= =========================

(1)No options were exercised by the above named individuals in 1999.

(2)The  number of options have been  adjusted to reflect the 3-for-2 stock split
on March 10, 1998.

(3)Value of unexercisable  options is the market value of the shares at year-end
minus the exercise price.

Retirement Plans

         We have a defined  benefit  retirement  plan, a pension  plan,  for our
employees.  The  plan  provides  benefits  at  retirement  based  on  length  of
employment  service and average  monthly  pay in the five  consecutive  calendar
years of  highest  earnings  out of the last ten  years.  Our  employees  do not
contribute to the plan. The amount of annual  contribution  by us to the plan is
based on an actuarial determination.  Accrued benefits become 100 percent vested
after an employee completes five years of service.

         We amended the plan, effective January 1, 2000, whereby future benefits
under  the plan  were  decreased  and in  return  we offer a 401(k)  match.  Our
employees who were age 50 on December 31, 1999 could make a one-time election to
remain  under the old plan  without the 401(k)  match or  participate  under the
revised plan with a 401(k) match.

         We also have a Pension  Equalization Plan, a nonqualified  supplemental
plan, in which benefits are not tax deductible  until paid,  designed to provide
the higher paid executive  employee a retirement  benefit  which,  when added to
social  security  benefits  and the  pension to be  received  under the  defined
benefit  retirement  plan, will  approximate  retirement  benefits being paid by
other employers to its employees with like executive  positions.  The employee's
pension from the qualified pension plan is limited under current law to $135,000
annually and the  compensation  taken into account in determining  contributions
and benefits cannot exceed $170,000.  The amount of deferred  compensation  paid
under nonqualified plans such as the Pension Equalization Plan is not subject to
the limits. A participant  under the Pension  Equalization Plan does not qualify
for benefits  until the benefits  become  vested under a vesting  schedule -- 20
percent  after three years of  employment  under the plan  increasing  up to 100
percent  vesting after eight years of  employment  under the plan. No credit for
past service is granted under the Pension  Equalization Plan. The annual benefit
is 25 percent of the employee's  average  earnings,  if salary was less than two
times the Social Security Wage Base, or 30 percent,  if salary was more than two
times the Social  Security  Wage Base,  times the  vesting  percentage.  Average
earnings  are  normally an  employee's  average  earnings  for the five  highest
consecutive  full years of  employment  during the ten full years of  employment
immediately  preceding the year of calculation.  The annual Pension Equalization
Plan  benefit  is paid on a  monthly  basis  for 15 years to each  participating
employee and, if deceased, to the employee's  designated  beneficiary or estate,
commencing  at the earliest of death or when the employee is both retired and 62
years of age or more.

         In the  event  that  at the  time  of a  participant's  retirement  the
participant's   salary  level   exceeds  the   qualified   pension  plan  annual
compensation  limitation  of $170,000,  then the  participant  shall  receive an
additional  benefit  which is  measured  by the  difference  between the monthly
benefit  which  would have been  provided to the  participant  under the defined
benefit retirement plan as if there were no annual  compensation  limitation and
the monthly benefit to be provided to the participant  under the defined benefit
retirement plan.

         Participants  in the Pension  Equalization  Plan are  designated by our
Board of Directors upon recommendation of the Chief Executive Officer. Selection
is based on key  employees as  determined by  management  and  consideration  of
performance  rather  than being  based  solely on  salary.  The  minimum  salary
component applied in the selection process is the maximum annual Social Security
taxable wage base that is presently at $76,200.

Retirement Benefits

         The following table illustrates estimated annual benefits payable under
the defined  benefit  retirement plan and the Pension  Equalization  Plan to our
employees who retire at the normal retirement date.

                              Years of Service
=========== ========= ========= ========= ========= ========
Annual Pay      15       20        25        30        35
              Years    Years     Years     Years     Years
=========== ========= ========= ========= ========= ========
 $110,000   $ 51,916  $ 60,055  $ 68,194  $ 76,333  $ 84,472
  125,000     59,266    68,605    77,944    87,283    96,622
  150,000     79,016    90,355   101,694   113,033   124,372
  175,000     92,516   105,855   119,194   132,533   145,872
  200,000    106,016   121,355   136,694   152,033   167,372
  225,000    119,516   136,855   154,194   171,533   188,872
  250,000    133,016   152,355   171,694   191,033   210,372

         The years of credited service under the defined benefit retirement plan
for the executive officers shown in the preceding summary compensation table are
as follows:  Daniel P. Landguth,  30 years;  Everett E. Hoyt, 25 years;  Gary R.
Fish, 13 years; James M. Mattern, 12 years;  Thomas M. Ohlmacher,  24 years. Mr.
Hoyt's benefits will be reduced for service from prior employment.

         The benefits in the foregoing  table were calculated as a straight life
annuity.  Amounts  shown are exclusive of Social  Security  benefits and include
benefits  from both the  defined  benefit  retirement  plan and from the Pension
Equalization  Plan  assuming  a 100  percent  vested  interest  in  the  Pension
Equalization Plan.

Employees' Stock Purchase Plan

         Our employees and those of our subsidiaries are eligible to participate
in the Employees'  Stock Purchase Plan, as approved by the  shareholders  at the
1987 Annual Meeting under which offerings of our common stock, at the discretion
of the Board of Directors,  are made to employees at a price equal to 90 percent
of the  closing  sale  price on the New York Stock  Exchange  on the date of the
offering.  Employees may purchase up to 400 shares per offering. An offering was
extended to employees in 1999 at a price of $21.66 per share. Shares are held in
nominee name until subscriptions are paid for in full.

Retirement Savings Plan

         We have a Retirement  Savings Plan under Section 401(k) of the Internal
Revenue Code of 1986,  as amended,  which permits our employees and those of our
subsidiaries,  including officers,  to elect to invest up to 20 percent of their
eligible  earnings  on a  pre-tax  basis  into an  investment  fund  subject  to
limitations imposed by the Internal Revenue Code.

         Effective  January 1, 2000, we provide a matching  contribution  of 100
percent of the  employee's  tax deferred  contribution,  subject to a maximum of
three percent of the employee's compensation.

         Distribution  from the fund will be made to employees at termination of
employment,  retirement,  death, or in case of hardship. No amounts were paid or
distributed  pursuant to the Retirement  Savings Plan to the  individuals  named
herein nor to the officers as a group.

Severance Agreements

         We have entered into change of control  severance  agreements with each
of our  executive  officers  and  certain key  employees.  The change of control
severance  agreements  provide for  certain  payments  and other  benefits to be
payable upon a change in control and a  subsequent  termination  of  employment,
either involuntary or for a good reason.

         A change in control is defined in the agreements as:

          *       an  acquisition  of 30 percent  or more of our  common  stock,
                  except for certain defined  acquisitions,  such as acquisition
                  by employee benefit plans, us, or any of our subsidiaries; or

          *       members of our  incumbent  Board of  Directors at the time the
                  agreements   were  executed   cease  to  constitute  at  least
                  two-thirds of the members of the Board of Directors,  with the
                  incumbent   Board  of   Directors   being   defined  as  those
                  individuals  consisting  of the Board of Directors on the date
                  the  agreement  was executed and any other  directors  elected
                  subsequently  whose  election  was  approved by the  incumbent
                  Board of Directors; or

          *       approval by our shareholders of:

                    *       a merger, consolidation, or reorganization;
                    *       liquidation or dissolution;
                    *       or agreement for sale or other disposition of all or
                            substantially all of our assets, with exceptions for
                            transactions  which  do  not  involve  an  effective
                            change in control of voting  securities  or Board of
                            Directors membership,  and transfers to subsidiaries
                            or sale of subsidiaries; and

          *       all regulatory approvals required to effect a change in
                  control have been obtained.

         In the  change of  control  severance  agreements,  a good  reason  for
termination which would trigger payment of benefits is defined to include:

          *        a change in the executive's status, title, position or
                   responsibilities;
          *        a reduction in the executive's annual compensation or any
                   failure to pay the executive any compensation or
                   benefits to which he or she is entitled within seven days
                   of the date due;
          *        any material breach by us of any provisions of the change of
                   control severance  agreement;
          *        requiring the executive to be based outside a 50-mile radius
                   from Rapid  City,  South  Dakota;  or * our failure to
                   obtain an agreement from any successor  company to assume and
                   agree to perform the change of control severance agreement.

The agreement with the Chief Executive  Officer also contains an optional window
period, a 30-day period of time beginning on the one-year  anniversary after the
change in control,  during which time the Chief Executive  Officer may terminate
for any reason and receive the payments and benefits.

         Upon a  change  in  control,  the  executive  will  have an  employment
contract for a three-year  period, but not beyond age 65. During this employment
term,  the executive  shall receive  annual  compensation  at least equal to the
highest  rate in effect at any time during the  one-year  period  preceding  the
change in control and shall also receive  employment  welfare benefits,  pension
benefits, and supplemental retirement benefits on a basis no less favorable than
those received prior to the change in control.

         If the  executive's  employment  is  terminated  during the  three-year
employment  term  involuntarily,  for a good reason,  or by the Chief  Executive
Officer for any reason during a window period, then the executive is entitled to
the following benefits:

     o        severance pay equal to 2.99 times  executive's  five-year  average
              taxable  compensation,  provided  that the  foregoing  payment  is
              subject to  proportionate  reduction  based upon when  termination
              takes place during the three-year employment term and based upon a
              ratio of the executive's employment term to 36 months; and
     o        continuation of employee welfare benefits for the remainder of the
              employment  term,  with an offset for similar  benefits  received,
              along  with   additional   credited   service  under  the  Pension
              Equalization Plan and defined benefit retirement plan equal to the
              remainder of the employment term.

         The change of control  severance  agreements  contain a "cap" provision
which reduces any amounts  payable to an amount which would prevent any payments
from being  nondeductible under the Internal Revenue Code. The change of control
severance agreements provide for reimbursement of legal fees and expenses of the
executive  incurred  after the change in control by the  executive in seeking to
obtain or enforce  any  benefits  provided  by the  change of control  severance
agreement.  The  executive is not required to mitigate the amount of any payment
or benefit  by seeking  other  employment  or  otherwise,  and the  payments  or
benefits are not reduced whether or not the executive  obtains other  employment
and/or benefits, except for employee welfare benefits.

Stock Performance Graph

         The graph  below  compares  the  cumulative  shareholder  return on our
common stock for the last five fiscal years with the cumulative  total return of
the S&P 500 Index and the Edison Electric Institute Electric Index over the same
period,  assuming  the  investment  of  $100  on  December  31,  1994,  and  the
reinvestment of all dividends.

                                 (INSERT GRAPH)

                               1995       1996       1997      1998       1999
Black Hills Corporation        $123       $147       $194      $227       $200
S&P 500                        $138       $169       $226      $290       $351
EEI Electric                   $131       $133       $169      $192       $157

                  ITEM III: APPOINTMENT OF INDEPENDENT AUDITORS

     The firm of Arthur Andersen LLP, independent public accountants,  conducted
the audit of the  Company  and its  subsidiaries  for 1999.  Representatives  of
Arthur  Andersen  LLP will be present at our  annual  meeting  and will have the
opportunity  to make a  statement,  if they  desire to do so,  and to respond to
appropriate questions.

     Audit services performed by Arthur Andersen LLP during 1999 included audits
of our  financial  statements  and those of our  subsidiaries  and  analysis  of
interim financial information.

     Our  Board of  Directors,  on  recommendation  of the Audit  Committee  and
subject to ratification by our  shareholders,  has appointed Arthur Andersen LLP
to perform an audit of our  consolidated  financial  statements and those of our
subsidiaries for the year 2000 and to render their opinion thereon.

            THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
              OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP TO SERVE AS
                INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR 2000

                  SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

     Shareholder  proposals  intended to be presented at our 2001 annual meeting
of shareholders must be received by our Secretary in writing at our home offices
at 625 Ninth Street,  P.O. Box 1400,  Rapid City,  South Dakota 57709,  prior to
January 8, 2001. Any proposal submitted must be in compliance with Rule 14a-8 of
Regulation 14A of the Securities and Exchange Commission.

                     ITEM IV: TRANSACTION OF OTHER BUSINESS

     Our Board of  Directors  does not intend to present any business for action
by our  shareholders at the meeting except the matters referred to in this proxy
statement.  If any other matters should be properly presented at the meeting, it
is the intention of the persons named in the accompanying  form of proxy to vote
thereon in accordance with the recommendations of our Board of Directors.

     Please complete and sign the accompanying  form of proxy whether or not you
expect to be present  at the  meeting  and  promptly  return it in the  enclosed
postage paid envelope.

                                 By Order of the Board of Directors,

                                 ROXANN R. BASHAM
                                 Vice President - Finance
                                   and Corporate Secretary/ Treasurer

Dated:  May 8, 2000

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The information  required by Item 13, Financial and Other  Information,  of
Regulation  14-A is provided in our annual report to our  shareholders  and Form
10-K for the year ended December 31, 1999,  which is  incorporated  by reference
into this proxy statement.

     Our 1999  Annual  Report  to  Shareholders  was  previously  mailed  to our
shareholders.

================================================================================
                    PLEASE COMPLETE, SIGN AND RETURN PROMPTLY
                    THE ENCLOSED PROXY SO THAT YOUR STOCK MAY
                 BE REPRESENTED AND VOTED AT THE ANNUAL MEETING.
================================================================================

                                                                EXHIBIT A

                                PLAN OF EXCHANGE

                                     BETWEEN

                             BLACK HILLS CORPORATION
                          (a South Dakota corporation)

                                       AND

                         BLACK HILLS HOLDING CORPORATION
                          (a South Dakota corporation)

                                    RECITALS

         A.  Black  Hills  Corporation  ("Black  Hills") is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
South Dakota;  Black Hills is authorized  to issue  50,000,000  shares of common
stock, $1 par value ("Black Hills Common Stock"), of which 21,390,949 shares are
currently issued and outstanding;  270,000 shares of cumulative preferred stock,
$100 par value,  of which no shares  were  issued and  outstanding;  and 400,000
shares of series  cumulative  preferred  stock, no par value, of which no shares
are currently issued and outstanding.

         B. Black Hills Holding  Corporation (the "Holding  Company"),  a wholly
owned  subsidiary  of Black Hills,  is a  corporation  duly  organized,  validly
existing  and in good  standing  under  the laws of the  State of South  Dakota;
Holding  Company is authorized to issue  100,000,000  shares of common stock, $1
par value ("Holding  Company Common Stock"),  of which 100 shares are issued and
outstanding,  and 25,000,000  shares of series preferred stock, no par value, of
which no shares are issued and outstanding.

         C. The  Board of  Directors  of Black  Hills  has  adopted  resolutions
approving this Plan of Exchange (the "Plan") in accordance with the South Dakota
Business  Corporation  Act (the "BCA") and directing that it be submitted to the
shareholders of Black Hills for adoption.

                                    ARTICLE I

                                     General

         1.01.  Parties to Exchange.  Black Hills and the Holding  Company shall
effect the  exchange of all  outstanding  shares of Black Hills Common Stock for
shares of Holding  Company  Common Stock in  accordance  with and subject to the
terms of this  Plan (the  "Exchange").  The  Exchange  shall be  subject  to the
receipt of the following  conditions  precedent and such other conditions as the
Board of  Directors  of Black  Hills  shall  determine:  (1) the  receipt of all
necessary  governmental  approvals  and such  governmental  approvals  shall not
contain,  in the sole  judgment of the Board of Directors  of Black  Hills,  any
unacceptable conditions;  (2) receipt of shareholder approval as required by the
BCA; (3) the listing,  on official  notice of issuance,  of the Holding  Company
Common  Stock on the New York Stock  Exchange;  (4) the receipt of an opinion of
counsel covering  certain United States federal income tax matters;  and (5) the
effectiveness  of a  registration  statement  under the  Securities  Act of 1933
covering the Holding  Company Common Stock to be issued or reserved for issuance
in connection with the Exchange.

         1.02. Effectiveness. Articles of Exchange, and such other documents and
instruments  as are required by, and  complying  in all respects  with,  the BCA
shall be delivered to the appropriate  state officials for filing.  The Exchange
shall become  effective  upon the date  specified in the Articles of Exchange as
filed with the Secretary of State of South Dakota (the "Effective Time").

         1.03. Termination.  Notwithstanding  shareholder approval of this Plan,
this Plan may be terminated  at any time prior to the  Effective  Time by either
Black Hills or Holding Company by written notice duly authorized by its board of
directors delivered to the other corporation.

         1.04.  Amendment.  This Plan may be amended by the written agreement of
Black Hills and the Holding  Company at any time prior to submission of the Plan
to the  shareholders  of Black Hills for  approval  and, at any time  thereafter
prior to the Effective Time except to (i) change the amount or kind of shares to
be received by the  shareholders  of Black  Hills or (ii)  adversely  affect the
rights of the shareholders of Black Hills.

                                   ARTICLE II

                                  Capital Stock

         2.01. Exchange. At the Effective Time, each share of Black Hills Common
Stock issued and outstanding  immediately  prior to the Effective Time shall, by
virtue of the Exchange and without any action on the part of any holder thereof,
be converted and exchanged  into one share of Holding  Company  Common Stock and
the Holding  Company  shall  thereupon  have  acquired and be the holder of each
share of Black Hills Common Stock  converted and exchanged in the Exchange.  All
shares of the Holding  Company  Common Stock so issued shall be validly  issued,
fully paid and nonassessable.

At the  Effective  Time,  each share of Black Hills  Preferred  Stock issued and
outstanding  immediately  prior to the  Effective  Time shall,  by virtue of the
Exchange and without any action on the part of any holder thereof,  be converted
and exchanged into one share of Holding Company  Preferred Stock and the Holding
Company shall  thereupon  have acquired and be the holder of each share of Black
Hills Preferred Stock converted and exchanged in the Exchange. All shares of the
Holding Company  Preferred  Stock so issued shall be validly issued,  fully paid
and nonassessable.

         2.02.  Treasury Stock. At the Effective Time, each share of Black Hills
Common  Stock held in the treasury of Black Hills shall be canceled and shall be
restored to the status of  authorized  but unissued  shares.  Black Hills common
stock held by Wyodak  Resources  Development  Corp., a subsidiary of Black Hills
Corporation, will be exchanged for shares of Black Hills Holding Corporation.

         2.03.  Certificates.  Following the Effective  Time,  each holder of an
outstanding certificate or certificates theretofore representing shares of Black
Hills Common Stock may, but shall not be required to,  surrender the same to the
Holding  Company for reissuance of a new certificate or certificates in holder's
name or for  transfer,  and each such holder or  transferee  will be entitled to
receive a certificate or certificates  representing the same number of shares of
the Holding  Company.  Without any further  action on the part of Black Hills or
the Holding Company, each outstanding certificate which,  immediately before the
Effective Time, represented Black Hills Common Stock shall be deemed and treated
for all  corporate  purposes to  represent  the  ownership of the same number of
shares of Holding  Company  Common  Stock as though a surrender  or transfer and
exchange  had taken  place.  The  holders  of Black  Hills  Common  Stock at the
Effective  Time shall have no right at or after the Effective Time to have their
shares of Black Hills Common Stock  transferred  on the stock  transfer books of
Black Hills (such stock  transfer  books being deemed closed for this purpose at
the  Effective  Time) and at and after the  Effective  Time such stock  transfer
books shall be deemed to be the stock transfer books of the Holding Company.

         2.04. Cancellation of Holding Company Common Stock Held by Black Hills.
Immediately  prior to the Effective  Time,  each share of Holding Company Common
Stock issued and  outstanding  immediately  before the  Effective  Time shall be
canceled and thereupon shall  constitute an authorized but unissued  share,  and
all rights in respect  thereof shall cease.  Black Hills,  as the sole holder of
Holding Company Common Stock, consents to such cancellation.

         2.05.  Assumption of Black Hills'  Benefit Plans.  The Holding  Company
hereby agrees to assume,  and Black Hills acknowledges such assumption at and as
of the  Effective  Time,  the  following  stock  benefit  plans of Black  Hills:
Dividend  Reinvestment  and Stock Purchase  Plan,  Employee Stock Purchase Plan,
1996 and 1999 Stock Option Plans, Short-Term Annual Incentive Compensation Plan,
Retirement  Savings 401(k) Plan, Outside Directors Stock Based Compensation Plan
and  Non-Qualified  Deferred  Compensation  Plan  (collectively,   the  "Benefit
Plans").  In connection  with the foregoing,  the parties agree that the Benefit
Plans shall be amended to provide that the Holding  Company Common Stock will be
issued in lieu of Black Hills Common Stock under the terms of the Benefit Plans.
The Holding  Company  shall  reserve,  for purposes of the Benefit  Plans,  that
number of shares of Holding  Company  Common Stock  equivalent  to the number of
shares of Black Hills Common Stock reserved for such purposes  immediately prior
to the Effective Time.

         2.06. Election of Directors.  Prior to or as of the Effective Time, the
Holding  Company shall cause each director of Black Hills who is not then also a
director of the Holding  Company to be elected a director of the Holding Company
so that as of the  Effective  Time,  the  Holding  Company  shall  have the same
directors as Black Hills.

         2.07.  Name Change.  At and as of the Effective Time, the name of Black
Hills shall be changed to "Black Hills Power and Light Company," and the name of
Holding Company shall be changed to "Black Hills Corporation."

         2.08.    Governing Law.    This Plan of Exchange shall be governed by
and construed in accordance with the laws of the State of South Dakota.

         IN WITNESS  WHEREOF,  the  parties  hereto have  executed  this Plan of
Exchange as of April 28, 2000.

                             BLACK HILLS CORPORATION

                             By: /s/ Daniel P. Landguth
                             Name:  Daniel P. Landguth
                             Title: Chairman of the Board and Chief
                                     Executive Officer

                             BLACK HILLS HOLDING CORPORATION

                             By:  /s/ Daniel P. Landguth
                             Name: Daniel P. Landguth
                             Title:  Chairman of the Board, President and
                                      Chief Executive Officer

                                                                      EXHIBIT B

                               DISSENTER'S RIGHTS
                  OF THE SOUTH DAKOTA BUSINESS CORPORATION ACT
                          SECTIONS 47-6-23 TO 47-6-23.3
                                       and
                           SECTIONS 47-6-40 TO 47-6-50

   47-6-23.  Dissent by shareholder - Right to receive  payment for shares.  Any
shareholder of a domestic  corporation shall have the right to dissent from, and
to obtain payment for his shares in the event of, any of the following corporate
actions:
         (1)      Any plan of merger or consolidation to which the corporation
                  is a party;
         (2)      Any  sale  or  exchange  of  all or  substantially  all of the
                  property and assets of the  corporation  not made in the usual
                  and  regular  course  of its  business,  including  a sale  in
                  dissolution,  but not including a sale pursuant to an order of
                  a court having jurisdiction in the premises or a sale for cash
                  on terms  requiring that all or  substantially  all of the net
                  proceeds  of  sale  be  distributed  to  the  shareholders  in
                  accordance  with their  respective  interests  within one year
                  after the date of sale;
         (3)      Any plan of exchange to which the corporation is a party as
                  the corporation the shares of which are to be acquired;
         (4)      Any   amendment  of  the  articles  of   incorporation   which
                  materially and adversely affects the rights appurtenant to the
                  shares of the dissenting shareholder in that it:

                  (a)      Alters or abolishes a preferential right to such
                           shares;
                  (b)      Creates, alters or abolishes a right in respect of
                           the redemption of such shares,  including a provision
                           respecting  a  sinking  fund  for the  redemption  or
                           repurchase of such shares;
                  (c)      Alters or abolishes a preemptive  right of the holder
                           of such shares to acquire shares or other securities;
                  (d)      Excludes  or limits  the right of the  holder of such
                           shares  to vote on any  matter,  or to  cumulate  his
                           votes,  except  as  such  right  may  be  limited  by
                           dilution  through  the  issuance  of  shares or other
                           securities with similar voting rights; or
         (5)      Any other  corporate  action taken  pursuant to a  shareholder
                  vote with respect to which the articles of incorporation,  the
                  bylaws, or a resolution of the board of directors directs that
                  dissenting  shareholders  shall have a right to obtain payment
                  for their shares.

   47-6-23.1  Dissent  as to less than all shares  held -  Beneficial  owner.  A
record holder of shares may assert dissenters' rights as to less than all of the
shares registered in his name only if he dissents with respect to all the shares
beneficially  owned by any one person, and discloses the name and address of the
person or persons on whose behalf he dissents.  In that event,  his rights shall
be determined as if the shares as to which he has dissented and his other shares
were registered in the names of different shareholders.
   A  beneficial  owner  of  shares  who is not the  record  holder  may  assert
dissenters'  rights  with  respect to shares  held on his  behalf,  and shall be
treated  as a  dissenting  shareholder  under  the terms of this  section  if he
submits  to the  corporation  at the time of or before  the  assertion  of these
rights a written consent of the record holder.

   47-6-23.2.  Rights of shareholders not entitled to vote on merger.  The right
to obtain payment under Section  47-6-23 does not apply to the  shareholders  of
the  surviving  corporation  in a merger if a vote of the  shareholders  of such
corporation is not necessary to authorize such merger.

   47-6-23.3. Shareholder entitled to payment may not attack validity of action.
A shareholder of a corporation  who has a right under Section  47-6-23 to obtain
payment for his shares may not, at law or in equity,  attack the validity of the
corporate action that gives rise to his right to obtain payment, have the action
set aside or rescinded,  unless the  corporate  action is unlawful or fraudulent
with regard to the complaining shareholder or to the corporation.

   47-6-40.  Definitions.  Terms used in this chapter mean:
         (1)      "Corporation,"  the issuer of the shares held by the dissenter
                  before the  corporate  action,  or the  successor by merger or
                  consolidation of that issuer;
         (2)      "Dissenter," a shareholder or beneficial owner who is entitled
                  to and does assert dissenters' rights under this chapter,  and
                  who has  performed  every act required up to the time involved
                  for the assertion of such rights;
         (3)      "Fair  value" of shares,  their value  immediately  before the
                  effectuation  of the  corporate  action to which the dissenter
                  objects,   excluding  any   appreciation  or  depreciation  in
                  anticipation  of such  corporate  action unless such exclusion
                  would be inequitable;
         (4)      "Interest,"  interest from the effective date of the corporate
                  action  until  the  date  of  payment,  at  the  average  rate
                  currently paid by the corporation on its principal bank loans,
                  or, if none, at such rate as is fair and  equitable  under all
                  the circumstances.

   47-6-41.  Notice to shareholders of right to dissent and obtain payment. If a
proposed corporate action which would give rise to dissenters' rights under this
chapter  is  submitted  to a vote at a meeting  of  shareholders,  the notice of
meeting  shall  notify  all  shareholders  that they have or may have a right to
dissent and obtain  payment for their shares by complying with the terms of this
chapter,  and shall be accompanied  by a copy of Sections  47-6-23 to 47-6-23.3,
inclusive, and Sections 47-6-40 to 47-6-50, inclusive.

   47-6-42.  Notice of intent to dissent -  Refraining  from  voting - Effect of
Failure. If the proposed corporate action is submitted to a vote at a meeting of
shareholders,  any  shareholder who wishes to dissent and obtain payment for his
shares shall file with the  corporation,  prior to the vote, a written notice of
intention  to demand  that he be paid fair  compensation  for his  shares if the
proposed  action is  effectuated,  and shall  refrain  from voting his shares in
approval of such action.  A shareholder who fails in either respect  acquires no
right to payment  of his  shares  under  this  section  or  Sections  47-6-23 to
47-6-23.3, inclusive.

   47-6-43.   Notice  of  procedure   for  demanding   payment  and   depositing
certificates.  If the proposed corporate action is approved by the required vote
at a meeting of shareholders, the corporation shall mail a further notice to all
shareholders  who gave  due  notice  of  intention  to  demand  payment  and who
refrained from voting in favor of the proposed action. If the proposed corporate
action is to be taken without a vote of shareholders, the corporation shall send
to all  shareholders  who are  entitled to dissent and demand  payment for their
shares a notice of the  adoption  of the plan of  corporate  action.  The notice
shall  (1)  state  where  and  when a  demand  for  payment  shall  be sent  and
certificates  of  certificated  shares  shall be  deposited  in order to  obtain
payment, (2) inform holders of uncertificated  shares to what extent transfer of
shares will be restricted from the time that demand for payment is received, (3)
supply a form for demanding  payment which includes a request for  certification
of the date on  which  the  shareholder,  or the  person  on  whose  behalf  the
shareholder  dissents,  acquired beneficial  ownership of the shares, and (4) be
accompanied by a copy of Sections 47-6-23 to 47-6-23.3,  inclusive, and Sections
47-6-40 to 47-6-50,  inclusive. The time set for the demand and deposit shall be
not less than thirty days from the mailing of the notice.

   47-6-44.   Failure  to  demand  payment  or  deposit  certificates  -  Waiver
Restrictions on transfers.  A shareholder who fails to demand payment, or fails,
in the case of certificated  shares, to deposit  certificates,  as required by a
notice  pursuant to Section  47-6-43 has no right under this  chapter to receive
payment for his shares.  If the shares are not represented by certificates,  the
corporation  may restrict  their transfer from the time of receipt of demand for
payment until  effectuation of the proposed  corporate action, or the release of
restrictions  under the terms of Sections  47-6-45 and  47-6-46.  The  dissenter
shall retain all other rights of a  shareholder  until these rights are modified
by effectuation of the proposed corporate action.

   47-6-45.  Return of  certificates  or release of  restrictions  on failure to
effectuate  action  - New  notice.  Within  sixty  days  after  the date set for
demanding  payment  and  depositing  certificates,  if the  corporation  has not
effectuated  the  proposed  corporate  action and  remitted  payment  for shares
pursuant  to this  chapter,  it shall  return  any  certificates  that have been
deposited,  and  release  uncertificated  shares from any  transfer  restriction
imposed by reason of the demand for payment.
   If uncertificated shares have been released from transfer  restrictions,  and
deposited certificates have been returned, the corporation may at any later time
send a new notice  conforming to the  requirements  of Section 47-6-43 with like
effect.

   47-6-46.  Remittance of payment to dissenting  shareholders  - Information to
accompany  remittance.  Immediately upon effectuation of the proposed  corporate
action,  or upon  receipt of demand  for  payment  if the  corporate  action has
already been  effectuated,  the  corporation  shall remit to dissenters who have
made  demand  and,  if their  shares  are  certificated,  have  deposited  their
certificates the amount which the corporation  estimates to be the fair value of
the  shares,  with  interest  if  any  has  accrued.  The  remittance  shall  be
accompanied by:
         (1)      The  corporation's  closing  balance  sheet and  statement  of
                  income for a fiscal year ending not more than  sixteen  months
                  before  the  date of  remittance,  together  with  the  latest
                  available interim financial statements;
         (2)      A  statement  of the  corporation's  estimate  of fair value
                  of the shares;   and
         (3)      A notice of the dissenter's right to demand supplemental
                  payment,   accompanied  by  a  copy  of  Sections  47-6-23  to
                  47-6-23.3,   inclusive,   and  Sections  47-6-40  to  47-6-50,
                  inclusive.

   47-6-47.  Demand  for  deficiency  -  Failure  to demand  as  waiver.  If the
corporation  fails to remit as required by Section  47-6-46 or if the  dissenter
believes that the amount remitted is less than the fair value of his shares,  or
that the interest is not correctly  determined,  he may send the corporation his
own estimate of the value of the shares or of the interest and demand payment of
the deficiency.
   If the dissenter does not file such an estimate  within thirty days after the
corporation's  mailing of its  remittance,  he shall be entitled to no more than
the amount remitted.

   47-6-48.  Petition  for judicial  determination  of value of shares - Parties
Procedure  - Effect of failure to file.  Within  sixty  days after  receiving  a
demand for payment pursuant to Section 47-6-47,  if any such demands for payment
remain unsettled,  the corporation shall file in an appropriate court a petition
requesting that the fair value of the shares and interest  thereon be determined
by the court.
   An appropriate court shall be a court of competent jurisdiction in the county
of this state where the registered office of the corporation is located.  If, in
the case of a merger or consolidation or exchange of shares,  the corporation is
a foreign  corporation  without a  registered  office in this state the petition
shall be  filed in the  county  where  the  registered  office  of the  domestic
corporation was last located.
   All dissenters,  wherever residing, whose demands have not been settled shall
be made parties to the proceeding as in an action  against their shares.  A copy
of the  petition  shall be served on each such  dissenter;  if a dissenter  is a
nonresident, the copy may be served on him by registered or certified mail or by
publication as provided by law.
   The  jurisdiction of the court shall be plenary and exclusive.  The court may
appoint one or more persons as  appraisers  to receive  evidence and recommend a
decision on the question of fair value. The appraisers shall have such power and
authority  as shall be  specified  in the order of their  appointment  or in any
amendment  thereof.  The  dissenters  shall be entitled to discovery in the same
manner as parties in other civil suits.
   All  dissenters  who are made  parties  shall be  entitled,  after a  hearing
without a jury,  to  judgment  for the  amount by which the fair  value of their
shares is found to exceed the amount previously remitted with interest.
   If the corporation fails to file a petition as provided in this section, each
dissenter  who made a demand and who has not already  settled his claim  against
the corporation shall be paid by the corporation the amount demanded by him with
interest, and may sue therefor in an appropriate court.

   47-6-49.  Assessment of costs and expenses of action.  The costs and expenses
of any proceeding under Section 47-6-48,  including the reasonable  compensation
and expenses of  appraisers  appointed by the court,  shall be determined by the
court and assessed  against the  corporation,  except that any part of the costs
and expenses may be apportioned  and assessed as the court  considers  equitable
against  all or some of the  dissenters  who are  parties  and  whose  action in
demanding  supplemental payment the court finds to be arbitrary,  vexatious,  or
not in good faith.
   Fees and expenses of counsel and of experts for the respective parties may be
assessed as the court considers  equitable  against the corporation and in favor
of any or all dissenters if the corporation failed to comply  substantially with
the  requirements  of this  section,  and may be  assessed  against  either  the
corporation or a dissenter in favor of any other party,  if the court finds that
the party  against whom the fees and expenses  are assessed  acted  arbitrarily,
vexatiously,  or not in good faith in respect to the rights provided by Sections
47-6-23 to 47-6-23.3, inclusive, and Sections 47-6-40 to 47-6-50, inclusive.
   If the court finds that the  services of counsel  for any  dissenter  were of
substantial  benefit to other  dissenters  similarly  situated and should not be
assessed  against the corporation it may award to these counsel  reasonable fees
to be paid out of the amounts awarded to the dissenters who were benefited.

   47-6-50. Value of shares not beneficially owned by dissenter on date of first
announcement.  Notwithstanding  Sections  47-6-40  to  47-6-49,  inclusive,  the
corporation  may elect to withhold the  remittance  required by Section  47-6-46
from any  dissenter  with respect to shares of which the dissenter or the person
on whose behalf the dissenter acts was not the  beneficial  owner on the date of
the first  announcement  to news  media or to  shareholders  of the terms of the
proposed  corporate action.  With respect to such shares, the corporation shall,
upon effectuating the corporate action,  state to each dissenter its estimate of
the fair value of the shares, state the rate of interest to be used,  explaining
the basis  thereof,  and offer to pay the  resulting  amounts on  receiving  the
dissenter's agreement to accept them in full satisfaction.
   If the dissenter believes that the amount offered is less than the fair value
of the shares and interest  determined  according to this section, he may within
thirty  days  after the date of  mailing of the  corporation's  offer,  mail the
corporation  his own  estimate  of fair value and  interest,  and  demand  their
payment.  If the dissenter  fails to do so, he shall be entitled to no more than
the corporation's offer.
   If the dissenter makes a demand as provided herein the provisions of Sections
47-6-48  and  47-6-49  shall  apply to further  proceedings  on the  dissenter's
demand.

                             BLACK HILLS CORPORATION

                         ANNUAL MEETING OF SHAREHOLDERS

                             Tuesday, June 20, 2000

                              9:30 a.m., Local Time

                                 Journey Museum
                               222 New York Street
                              Rapid City, SD 57701

Black Hills Corporation
PO Box 1400, Rapid City, SD  57709                                      PROXY
- --------------------------------------------------------------------------------

This proxy is solicited by the Board of Directors for use at the Annual  Meeting
on June 20, 2000.

The  Shares  of stock you hold in your  account  or in a  dividend  reinvestment
account will be voted as you specify below.

If no choice is specified, the proxy will be voted "FOR" Items 1,2 and 3.

By  signing  the  proxy,  you revoke all prior  proxies  and  appoint  Daniel P.
Landguth,  Roxann Basham,  and John K. Nooney, and each of them, with full power
of  substitution,  to vote your shares on the matters  shown on the reverse side
and any  other  matters  which  may  come  before  the  Annual  Meeting  and all
adjournments.

HOW TO VOTE YOUR PROXY

Mark, sign and date your proxy card and return it in the  postage-paid  envelope
we've provided or return it to Black Hills Corporation, c/o Shareowner Services,
P.O. Box 64873, St. Paul, MN 55164-9397.

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

The Board of Directors  Recommends a Vote FOR Items 1, 2 and 3.

1. Approve the formation of a holding       For         Against         Abstain
   company and Plan of Exchange

2. Election of Class II Directors:          Vote FOR          Vote WITHHELD
     01 Daniel P. Landguth                  all nominees      from all nominees
     02 John R. Howard
     03  David C. Ebertz

(Instructions:  To withhold authority to vote for any indicated
nominee, write the number(s) of the nominee(s) in the box
provided to the right.  To cumulate votes so indicate.)

3. Ratify the appointment of Arthur         For         Against         Abstain
   Andersen LLP to serve as Black Hills
   Corporation's independentauditors
   in 2000.

THIS PROXY WHEN PROPERLY  EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

         Address change?  Mark Box
         Indicate changes below:                _______________________________
                                                            Date

                                                 Signature(s) Box
                                                 Please sign exactly as your
                                                 name(s) appear on Proxy. If
                                                 held in joint tenancy, all
                                                 persons must sign.
                                                 Trustees, administrators,
                                                 etc., should include title and
                                                 authority. Corporations
                                                 should provide full name or
                                                 corporation and title of
                                                 authorized officer
                                                 signing the proxy.

- --------------------------- -------------------- ------------------------------
         Proxy #                  Account #             Issue or Issuer #

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

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers

Sections  47-2-58.1  to  47-2-58.7  of the South  Dakota  Codified  Laws permits
indemnification  of officers and  directors of domestic or foreign  corporations
under certain circumstances and subject to certain limitations. Article V of the
Bylaws of the  Company  and  separate  indemnification  contracts  entered  into
between  the  Company  and  each  of  its  directors   and  officers   authorize
indemnification  of the  Company's  directors and officers  consistent  with the
provisions of South Dakota laws.

The Company has obtained  insurance  policies  indemnifying  the Company and the
Company's  directors and officers against certain civil  liabilities and related
expenses.

ITEM 21. Exhibits and Financial Statement Schedules

(a) Exhibits

  --------------------- --------------------------------------------------------
      Exhibit Number                     Description of Document
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
           2            Plan of Exchange between Black Hills Corporation and
                        Black Hills Holding Corporation (included as Exhibit A
                        to the Proxy Statement and Prospectus in Part I of
                        this Registration Statement)
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          3.1           Restated Articles of Incorporation
                        of Black Hills  Corporation  filed
                        May  24,  1984   (incorporated  by
                        reference to Exhibit 3(I) to Black
                        Hills Corporation's Form 8-K filed
                        June 7, 1994, File No. 1-7978)
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
          3.2           Bylaws of Black Hills  Corporation
                        dated April 20, 1999 (incorporated
                        by  reference  to Exhibit  4(b) to
                        Black Hills Corporation's Form S-8
                        filed July 13, 1999, File
                        No. 1-7978)
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          3.3           Articles of Incorporation of Black Hills Holding
                        Corporation
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          3.4           Bylaws of Black Hills Holding Corporation
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          4.1           Reference to Article Fourth (7) of the Restated
                        Articles of Incorporation of Black Hills Corporation
                        (Exhibit 3.1 hereto).
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          4.2           Restated and Amended Indenture of Mortgage and Deed of
                        Trust of Black Hills Corporation dated as of September
                        1, 1999
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          4.3           Indenture  of Trust  dated June 1,
                        1992,  City of Gillette,  Campbell
                        County, Wyoming;  Lawrence County,
                        South Dakota;  Pennington  County,
                        South   Dakota;   Weston   County,
                        Wyoming;   and  Campbell   County,
                        Wyoming;     to    Norwest    Bank
                        Minnesota,  National  Association,
                        as Trustee (Exhibits 10(n), 10(q),
                        10(s),  10(u),  and  10(w) to Form
                        10-K for 1992).
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          4.4           Statement of Designations, Preferences and Relative
                        Rights and Limitations of No Par Preferred Stock,
                        Series 2000-A of Black Hills Corporation
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
           5            Opinion of Morrill Thomas Nooney & Braun LLP regarding
                        legality
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
           8            Opinion of Morgan, Lewis & Bockius LLP regarding
                        federal income tax matters
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
           13           Black Hills  Corporation's  Annual
                        Report on Form 10-K for the fiscal
                        year ended December 31, 1999
                        (incorporated by reference, filed March 13, 2000, File
                        No. 1-7978)
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
           21           List of Subsidiaries of Black Hills Corporation
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          23.1          Consent of Arthur Andersen LLP
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          23.2          Consent of Morrill Thomas Nooney &
                        Braun LLP (included in its opinion
                        filed as Exhibit 5)
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          23.3          Consent of Morgan, Lewis & Bockius
                        LLP (included in its opinion filed
                        as Exhibit 8)
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
          24.1          Powers of Attorney (included as part of the signature
                        page hereto)
  --------------------- --------------------------------------------------------
  --------------------- --------------------------------------------------------
           27           Financial Data Schedule
  --------------------- --------------------------------------------------------

(b) The financial  statement  schedules are incorporated by reference from Black
Hills  Corporation's  Annual  Report  on Form  10-K for the  fiscal  year  ended
December 31, 1999.

ITEM 22. Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                 (ii) To reflect in the  prospectus  any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  If  the  registrant  is  a  foreign  private  issuer,  to  file  a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange Act of 1934 that are  incorporated by reference in the Form
F-3.

         (5) For purposes of determining  any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange Act of 1934) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (6) That prior to any public  reoffering of the  securities  registered
hereunder  through  use of a  prospectus  which  is a part of this  registration
statement,  by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c),  the issuer  undertakes that such reoffering  prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.

         (7) That every prospectus:  (i) that is filed pursuant to paragraph (6)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in  connection  with an  offering of  securities
subject to Rule 415,  will be filed as part of an amendment to the  registration
statement and will not be used until such amendment is effective,  and that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (8)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(b) The  undersigned  registrant  hereby  undertakes  to respond to requests for
information  that is incorporated  by reference into the prospectus  pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request,  and to send the  incorporated  documents  by first class mail or other
equally prompt means.  This includes  information  contained in documents  filed
subsequent to the effective date of the registration  statement through the date
of responding to the request.

(c) The  undersigned  registrant  hereby  undertakes  to  supply  by  means of a
post-effective  amendment  all  information  concerning a  transaction,  and the
company  being  acquired  involved  therein,  that  was not the  subject  of and
included in the registration statement when it became effective.

                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act, the registrant has
duly  caused  this  amendment to registration  statement  to be signed  on its
behalf by the undersigned,  thereunto  duly  authorized,  in the city of Rapid
City,  state of South Dakota on May 22, 2000.

                             BLACK HILLS CORPORATION

                             By:      /s/ Daniel P. Landguth
                             Name:    Daniel P. Landguth
                             Title:   Chairman and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
amendment to registration  statement  has  been  signed  by  the  following
persons  in  the capacities and on the dates indicated.

         EACH PERSON IN SO SIGNING ALSO MAKES,  CONSTITUTES  AND APPOINTS DANIEL
P. LANDGUTH AND ROXANN R. BASHAM,  AND EACH OF THEM ACTING ALONE,  AS HIS OR HER
TRUE AND LAWFUL  ATTORNEY-IN-FACT,  WITH FULL POWER OF SUBSTITUTION,  TO EXECUTE
AND CAUSE TO BE FILED WITH THE  SECURITIES AND EXCHANGE  COMMISSION  PURSUANT TO
THE   SECURITIES   ACT  OF  1933,  AS  AMENDED,   ANY  AND  ALL  AMENDMENTS  AND
POST-EFFECTIVE  AMENDMENTS  TO THIS  REGISTRATION  STATEMENT,  AND INCLUDING ANY
REGISTRATION STATEMENT FOR THE SAME OFFERING THAT IS TO BE EFFECTIVE PURSUANT TO
RULE 462(B) UNDER THE  SECURITIES  AND EXCHANGE  ACT OF 1933,  AS AMENDED,  WITH
EXHIBITS  THERETO  AND OTHER  DOCUMENTS  IN  CONNECTION  THEREWITH,  AND  HEREBY
RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HIS OR HER SUBSTITUTE OR
SUBSTITUTES MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

- ---------------------------------- ------------------------------ --------------
            Signature                       Title                     Date
- ---------------------------------- ------------------------------ --------------

- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
      /s/ Daniel P. Landguth          Director and Principal        May 22, 2000
        Daniel P. Landguth              Executive Officer
           Chairman and
      Chief Executive Officer
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
        /s/ Mark T. Thies           Principal Financial Officer     May 22, 2000
          Mark T. Thies
      Senior Vice President
   and Chief Financial Officer
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
      /s/ Roxann R. Basham          Principal Accounting Officer    May 22, 2000
         Roxann R. Basham
    Vice President - Finance,
Corporate Secretary and Treasurer
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
        /s/ Adil M. Ameer                     Director              May 22, 2000
           Adil M. Ameer
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
       /s/ Bruce B. Brundage                  Director              May 22, 2000
         Bruce B. Brundage
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
       /s/ David C. Ebertz                    Director              May 22, 2000
         David C. Ebertz
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
       /s/ John R. Howard                     Director              May 22, 2000
         John R. Howard
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
      /s/ Everett E. Hoyt               Director and Officer        May 22, 2000
        Everett E. Hoyt
  President and Chief Operating
   Officer, Black Hills Power
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
      /s/ Kay S. Jorgensen                    Director              May 22, 2000
        Kay S. Jorgensen
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
       /s/ David S. Maney                     Director              May 22, 2000
         David S. Maney
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------
      /s/ Thomas J. Zeller                    Director              May 22, 2000
         Thomas J. Zeller
- ---------------------------------- ------------------------------ --------------
- ---------------------------------- ------------------------------ --------------

 EXHIBIT INDEX

 --------------------- --------------------------------------------------------
    Exhibit Number                     Description of Document
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
          2            Plan of Exchange between Black Hills Corporation and
                       Black Hills Holding Corporation (included as Exhibit A
                       to the Proxy Statement and Prospectus in Part I of
                       this Registration Statement)
- ---------------------- --------------------------------------------------------
- ---------------------- --------------------------------------------------------
         3.1           Restated Articles of Incorporation
                       of Black Hills  Corporation  filed
                       May  24,  1984   (incorporated  by
                       reference to Exhibit 3(I) to Black
                       Hills Corporation's Form 8-K filed
                       June 7, 1994, File No. 1-7978)
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         3.2           Bylaws of Black Hills  Corporation
                       dated April 20, 1999 (incorporated
                       by  reference  to Exhibit  4(b) to
                       Black Hills Corporation's Form S-8
                       filed July 13, 1999, File
                       No. 1-7978)
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         3.3           Articles of Incorporation of Black Hills Holding
                        Corporation
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         3.4           Bylaws of Black Hills Holding Corporation
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         4.1           Reference to Article Fourth (7) of the Restated
                       Articles of Incorporation of Black Hills Corporation
                       (Exhibit 3.1 hereto).
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         4.2           Restated and Amended Indenture of Mortgage and Deed of
                       Trust of Black Hills Corporation dated as of September
                       1, 1999
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         4.3           Indenture  of Trust  dated June 1,
                       1992,  City of Gillette,  Campbell
                       County, Wyoming;  Lawrence County,
                       South Dakota;  Pennington  County,
                       South   Dakota;   Weston   County,
                       Wyoming;   and  Campbell   County,
                       Wyoming;     to    Norwest    Bank
                       Minnesota,  National  Association,
                       as Trustee (Exhibits 10(n), 10(q),
                       10(s),  10(u),  and  10(w) to Form
                       10-K for 1992.
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         4.4           Statement of Designations, Preferences and Relative
                       Rights and Limitations of No Par Preferred Stock,
                       Series 2000-A of Black Hills Corporation
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
          5            Opinion of Morrill Thomas Nooney & Braun LLP regarding
                       legality
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
          8            Opinion of Morgan, Lewis & Bockius LLP regarding
                       federal income tax matters
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
          13           Black Hills  Corporation's  Annual
                       Report on Form 10-K for the fiscal
                       year ended December 31, 1999
                       (incorporated by reference, filed March 13, 2000, File
                       No. 1-7978)
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
          21           List of Subsidiaries of Black Hills Corporation
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         23.1          Consent of Arthur Andersen LLP
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         23.2          Consent of Morrill Thomas Nooney &
                       Braun LLP (included in its opinion
                       filed as Exhibit 5)
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         23.3          Consent of Morgan, Lewis & Bockius
                       LLP (included in its opinion filed
                       as Exhibit 8)
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
         24.1          Powers of Attorney (included as part of the signature
                       page hereto)
 --------------------- --------------------------------------------------------
 --------------------- --------------------------------------------------------
          27           Financial Data Schedule
 --------------------- --------------------------------------------------------

                                                                 Exhibit 3.3

                           ARTICLES OF INCORPORATION
                                       OF
                         BLACK HILLS HOLDING CORPORATION

         Executed by the  undersigned  for the purpose of forming a South Dakota
business corporation under Chapter 47 of SDCL.

                                   ARTICLE I.

         The name of the Corporation is Black Hills Holding Corporation.

                                   ARTICLE II.

         The period of existence is perpetual.

                                  ARTICLE III.

         The purposes for which this Corporation is organized  include,  without
limitation,  to acquire,  hold,  purchase,  sell,  assign,  transfer,  exchange,
mortgage, pledge, or otherwise dispose of shares of the capital stock of, or any
bonds, securities or evidences of indebtedness created by, any other corporation
of the state of South Dakota,  or any other state,  and, while the owner of such
stock, to exercise all the rights, powers and privileges of ownership, including
the right to vote  thereon;  to enter into plans of  merger,  consolidation,  or
exchange  with any other  corporation  of the state of South Dakota or any other
state; to aid in any manner any corporation or association,  any shares of stock
of  which,  or  any  bonds,   debentures,   notes,   securities,   evidences  of
indebtedness,  contracts,  or  obligations  of  which,  are  held  by or for the
Corporation, or in which, or in the welfare of which, the Corporation shall have
any interest; to do any acts designed to protect,  preserve,  improve or enhance
the value of any property at any time held or controlled by the Corporation,  or
in which it may be at any time interested;  to organize,  promote, or facilitate
the organization of subsidiary companies;  to purchase,  hold, sell and transfer
shares of its own capital stock in the manner and to the extent  provided by any
law, rule or regulation;  and to generally  engage in any lawful act or activity
and to enjoy and exercise all the rights, powers and privileges which are now or
may hereafter be conferred  upon  corporations  organized  under the laws of the
state of South Dakota.  The foregoing clauses shall be construed both as objects
and powers,  and it is hereby expressly  provided that the above  enumeration of
specific  purposes  and  powers  shall not be held to limit or  restrict  in any
manner the purposes and powers of the Corporation,  but is in furtherance of and
in addition to the general  powers  conferred  by the laws of the state of South
Dakota.

                                   ARTICLE IV.

         The amount of total  authorized  capital  stock of the  Corporation  is
125,000,000 shares consisting of:

          A.   100,000,000  shares  of Common  Stock,  having a par value of $1
               per share; and

          B.   25,000,000 shares of Preferred Stock, without par value.

                                    ARTICLE V

     A. Each holder of Common Stock shall at every  meeting of the  shareholders
be entitled to one vote for each share of Common Stock held by him.

     B. The Board of  Directors of the  Corporation  is  authorized,  subject to
limitations  prescribed  by law,  to  provide  for the  issuance  of  shares  of
Preferred Stock in series,  and by filing a statement pursuant to the applicable
law of the state of South Dakota,  to establish  from time to time the number of
shares to be  included  in such  series,  and to fix the  designations,  powers,
preferences and rights of the shares of each such series and the qualifications,
limitations, and restrictions thereof.

         The  authority  of the Board of  Directors  with respect to each series
shall include, but not be limited to, determination of the following:

     1)   The number of shares  constituting  that  series  and the  distinctive
          designation of that series;

     2)   The  dividend  rate on the shares of that  series,  whether  dividends
          shall be  cumulative,  and, if so,  from which date or dates,  and the
          relative  rights of  priority,  if any, of payment of dividends on the
          shares of that series;

     3)   Whether  that  series  shall have  voting  rights,  in addition to any
          voting  rights  provided  by law,  and if so, the terms of such voting
          rights,  including,  but not limited  to,  rights to elect a specified
          number of Directors in the event that dividends,  if any, on Preferred
          Stock, remain unpaid for a specified period of time;

     4)   Whether that series shall have conversion privileges,  and, if so, the
          terms and  conditions of such  conversion,  including  provisions  for
          adjustment  of the  conversion  rate in such  events  as the  Board of
          Directors shall determine;

     5)   Whether or not the shares of that series will be  redeemable,  and, if
          so, the terms and conditions of such redemption, including the date or
          date upon or after which they shall be redeemable,  and the amount per
          share  payable  in case of  redemption,  which  amount  may vary under
          different conditions and at different redemption dates;

     6)   Whether that series shall have a sinking  fund for the  redemption  or
          purchase of shares of that series, and, if so, the terms and amount of
          such sinking fund;

     7)   The rights of the shares of that series in the event of  voluntary  or
          involuntary   liquidation,   dissolution,   or   winding   up  of  the
          corporation,  and the relative rights of priority,  if any, of payment
          of shares of that series;

     8)   Any  other  relative  rights,  preferences,  and  limitations  of that
          series.

         Dividends on  outstanding  shares of  Preferred  Stock shall be paid or
declared  and set  apart  for  payment  before  any  dividends  shall be paid or
declared  and set apart for payment on the Common Stock with respect to the same
dividend period.

         If upon any  voluntary  or  involuntary  liquidation,  dissolution,  or
winding up of the Corporation,  the assets available for distribution to holders
of shares of  Preferred  Stock of all series shall be  insufficient  to pay such
holders  the full  preferential  amount to which  they are  entitled,  then such
assets shall be distributed  ratably among the shares of all series of Preferred
Stock in accordance with the respective  preferential  amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.

     C. Neither the holders of the Common Stock nor the holders of any Preferred
Stock shall have any  preemptive  rights to  subscribe  to any issue of stock or
other securities of any class of the Corporation.

                                   ARTICLE VI.

         The  business  and  affairs of the  Corporation  shall be managed by or
under the  direction of a Board of  Directors,  the number of which shall not be
less than nine;  provided,  (i) the Board of Directors  may change the number of
Directors by amendments to its bylaws,  and (ii) whenever the holders of any one
or more series of Preferred Stock shall have the right,  voting  separately as a
class,  to  elect  one or more  Directors  of the  Corporation,  the  number  of
Directors  shall be  increased  to the extent  necessary  to give effect to such
voting rights.

         The Board of  Directors  shall be and is divided  into  three  classes:
Class I, Class II, and Class III,  which  shall be as nearly  equal in number as
possible, with the term of office of one class expiring each year. At the annual
meeting of shareholders  in 2000,  Directors of the first class shall be elected
to hold  office  for a term  expiring  at the next  succeeding  annual  meeting;
Directors  of the  second  class  shall be  elected  to hold  office  for a term
expiring at the second  succeeding  annual  meeting;  and Directors of the third
class  shall  be  elected  to  hold  office  for a term  expiring  at the  third
succeeding annual meeting.

         Any vacancies in the Board of Directors,  for any reason, including any
newly  created  directorships  resulting  from any  increase  in the  number  of
Directors may be filled by the Board of  Directors,  acting by a majority of the
directors  then in office,  although  less than a quorum,  and any  Director  so
chosen  shall hold  office  until the next  election of the class for which such
Director shall have been chosen.

         The Board of Directors is expressly authorized to determine the rights,
powers,  duties,  rules and  procedures  that  affect  the power of the Board of
Directors  to manage and direct the  business  and  affairs of the  corporation,
including  the power to  designate  and empower the  committees  of the Board of
Directors,  to elect,  appoint and empower the  officers and other agents of the
corporation, and to determine the time and place of, and the notice requirements
for,  Board  meetings  as well as quorum and voting  requirements  for,  and the
manner of taking, Board action.

         Each  Director  shall  serve for a term  continuing  until  the  annual
meeting of  shareholders  at which the term of the class to which he was elected
expires and until his  successor  is elected and  qualified  or until his or her
earlier  death,  resignation  or removal;  except a Director may be removed from
office prior to the  expiration  of his or her term only for cause and by a vote
of the majority of the total number of members of the Board of Directors without
including  the  Director  who is the  subject of the removal  determination  and
without such Director being entitled to vote thereon.

         Notwithstanding  anything  contained in this  Articles to the contrary,
the affirmative vote or concurrence of the holders of at least 80 percent of the
Common  Stock  entitled to vote  thereon and 66 percent of the  Preferred  Stock
entitled  to vote  thereon  shall be required  to alter,  amend,  or repeal this
Article VI.

                                  ARTICLE VII.

     A. In addition to any other approvals and voting  requirements  mandated by
law and other  provisions of these Articles of  Incorporation,  the  affirmative
vote of the holders of not less than  eighty  percent  (80%) of the  outstanding
shares of "Voting  Stock" (as  hereinafter  defined)  of this  Corporation  (the
"Company")  shall be required for the approval or authorization of any "Business
Transaction" (as hereinafter  defined) with any "Related Person" (as hereinafter
defined) or any Business  Transaction  in which a Related Person has an interest
(except  proportionately as a shareholder of the Company);  provided, the eighty
percent (80%) voting requirement shall not be applicable if either:

               1) the  "Continuing  Directors" (as  hereinafter  defined) of the
          Company  by at  least a  majority  vote  thereof  (a)  have  expressly
          approved  in advance  the  acquisition  of the  outstanding  shares of
          Voting  Stock  that  caused  such  Related  Person to become a Related
          Person, or (b) have expressly approved such Business Transaction; or

               2) all of the  following  conditions  (a), (b) and (c) shall have
          been met:

                  (a) the cash or fair market value (as determined by at least a
                  majority  of  the  Continuing   Directors)  of  the  property,
                  securities or other  consideration to be received per share by
                  holders of Voting Stock of the Company (other than the Related
                  Person)  in the  Business  Transaction  is not  less  than the
                  "Highest Purchase Price" or the "Highest Equivalent Price" (as
                  those  terms  are  hereinafter  defined)  paid by the  Related
                  Person  involved in the Business  Transaction in acquiring any
                  of its holdings of the Company's Voting Stock;

                  (b)      the ratio of:

                           (w) the  aggregate  amount  of the  cash and the fair
                           market  value or other  consideration  to be received
                           per share by holders of Common Stock in such Business
                           Transaction, to

                           (x) the market price of the Common Stock  immediately
                           prior   to  the   announcement   of   such   Business
                           Transaction,

                           is at least as great as the ratio of:

                           (y) the highest per share price (including  brokerage
                           commissions,  transfer taxes and soliciting  dealers'
                           fees)  which  the  Related  Person  involved  in such
                           Business  Transaction  has  theretofore  paid for any
                           shares of Common Stock acquired by it, to

                           (z) the market price of the Common Stock  immediately
                           prior  to the  initial  acquisition  by such  Related
                           Person of any Common Stock; and

                  (c) the  consideration to be received by holders of each class
                  of capital  stock in such  Business  Transaction  shall be the
                  same  form and of the same kind as the  consideration  paid by
                  the Related  Person in  acquiring  the shares of that class of
                  capital stock already owned by it.

     B.   For purposes of this Article VII:

               1)  The  term  "Business  Transaction"  shall  include,   without
          limitation,  (a) any merger,  consolidation or plan of exchange of the
          Company,  or any entity controlled by or under common control with the
          Company,  with or into any Related Person, or any entity controlled by
          or under  common  control with such  Related  Person,  (b) any merger,
          consolidation  or plan of exchange of a Related Person,  or any entity
          controlled by or under common control with such Related  Person,  with
          or into the  Company  or any  entity  controlled  by or  under  common
          control with the Company, (c) any sale, lease,  exchange,  transfer or
          other  disposition (in one  transaction or a series of  transactions),
          including without  limitation a mortgage or any other security device,
          of all or any  "Substantial  Part"  (as  hereinafter  defined)  of the
          property and assets of the  Company,  or any entity  controlled  by or
          under common  control with the Company,  to a Related  Person,  or any
          entity controlled by or under common control with such Related Person,
          (d) any purchase,  lease, exchange,  transfer or other acquisition (in
          one  transaction  or a series  of  transactions),  including,  without
          limitation,  a mortgage or any other  security  device,  of all or any
          Substantial Part of the property and assets of a Related Person or any
          entity controlled by or under common control with such Related Person,
          by the Company or any entity  controlled  by or under  common  control
          with the Company,  (e) any  recapitalization of the Company that would
          have the effect of  increasing  the voting power of a Related  Person,
          (f)  the  issuance,   sale,  exchange  or  other  disposition  of  any
          securities  of the Company,  or of any entity  controlled  by or under
          common  control  with the  Company,  by the  Company  or by any entity
          controlled  by or  under  common  control  with the  Company,  (g) any
          liquidation,  spin-off,  split-off,  split-up  or  dissolution  of the
          Company,  and  (h)  any  agreement,   contract  or  other  arrangement
          providing for any of the transactions  described in this definition of
          Business Transaction.

               2) The term  "Related  Person"  shall  mean and  include  (a) any
          individual,  corporation,  association,  trust,  partnership  or other
          person or entity (a "Person")  which,  together with its  "Affiliates"
          (as hereinafter  defined) and "Associates"  (as hereinafter  defined),
          "Beneficially Owns" (as defined in Rule 13d-3 of the General Rules and
          Regulations under the Securities  Exchange Act of 1934 as in effect at
          March 27,  1986) in the  aggregate  ten  percent  (10%) or more of the
          outstanding  Voting  Stock of the  Company,  and (b) any  Affiliate or
          Associate  (other than the Company or a  subsidiary  of the Company of
          which the  Company  owns,  directly  or  indirectly,  more than eighty
          percent  (80%) of the voting  stock) of any such  Person.  Two or more
          Persons  acting in concert  for the purpose of  acquiring,  holding or
          disposing of Voting Stock of the Company shall be deemed a "Person."

               3) Without  limitation,  any share of Voting Stock of the Company
          that  any  Related  Person  has  the  right  to  acquire  at any  time
          (notwithstanding  that Rule 13d-3 deems such shares to be beneficially
          owned only if such right may be exercised  within 60 days) pursuant to
          any  agreement,  contract,  arrangement  or  understanding,   or  upon
          exercise of  conversion  rights,  warrants or options,  or  otherwise,
          shall be deemed to be Beneficially Owned by such Related Person and to
          be outstanding for purposes of clause B(2) above.

               4) For the purposes of  subparagraph  (2) of paragraph A. of this
          Article  VII,  the term "other  consideration  to be  received"  shall
          include,  without  limitation,  Common Stock or other capital stock of
          the Company  retained  by its  existing  stockholders,  other than any
          Related  Person  or  other  Person  who is a party  to  such  Business
          Transaction,  in the  event of a  Business  Transaction  in which  the
          Company is the survivor.

               5) The term  "Voting  Stock"  shall  mean all of the  outstanding
          shares of capital stock of the Company  entitled to vote  generally in
          the election of Directors, considered as one class, and each reference
          to a  proportion  of  shares  of  Voting  Stock  shall  refer  to such
          proportion of the votes entitled to be cast by such shares.

               6) The term  "Continuing  Director"  shall mean any member of the
          Board of Directors of the Company  (the  "Board") who is  unaffiliated
          with, and not a nominee of, the Related Person  involved in a Business
          Transaction  and was a member of the Board  prior to the time that the
          Related  Person  became  a  Related  Person  and  any  successor  of a
          Continuing  Director who is  unaffiliated  with, not a nominee of, the
          Related Person and is designated to succeed a Continuing Director by a
          majority of Continuing Directors then on the Board.

               7) A Related  Person shall be deemed to have  acquired a share of
          the Voting Stock of the Company at the time when such  Related  Person
          became the Beneficial Owner thereof.  With respect to the shares owned
          by  Affiliates,   Associates  or  other  Persons  whose  ownership  is
          attributed  to a Related  Person  under the  foregoing  definition  of
          Related  Person,  if the price  paid by such  Related  Person for such
          shares is not determinable by a majority of the Continuing  Directors,
          the price so paid  shall be  deemed to be the  higher of (a) the price
          paid upon the acquisition thereof by the Affiliate, Associate or other
          Person or (b) the market  price of the shares in  question at the time
          when such Related Person became the Beneficial Owner thereof.

               8) The terms  "Highest  Purchase  Price" and "Highest  Equivalent
          Price" as used in this Article VII shall mean the following:  If there
          is  only  one  class  of  capital  stock  of the  Company  issued  and
          outstanding,  the Highest  Purchase Price shall mean the highest price
          that can be  determined  to have been paid at any time by the  Related
          Person involved in the Business Transaction for any share or shares of
          that  class of  capital  stock.  If there  is more  than one  class of
          capital  stock of the  Company  issued and  outstanding,  the  Highest
          Equivalent  Price shall mean, with respect to each class and series of
          capital stock of the Company,  the amount  determined by a majority of
          the   Continuing   Directors,   on  whatever  basis  they  believe  is
          appropriate,  to be the  highest  per share  price  equivalent  to the
          highest  price that can be determined to have been paid at any time by
          the  Related  Person for any share or shares of any class or series of
          capital  stock of the  Company.  The  Highest  Purchase  Price and the
          Highest  Equivalent  Price shall  include any  brokerage  commissions,
          transfer taxes and  soliciting  dealers' fees paid by a Related Person
          with respect to the shares of capital stock of the Company acquired by
          such Related Person.  In the case of any Business  Transaction  with a
          Related Person,  the Continuing  Directors shall determine the Highest
          Purchase  Price or the  Highest  Equivalent  Price for each  class and
          series of the capital stock of the Company. The Highest Purchase Price
          and  Highest  Equivalent  Price  shall be  appropriately  adjusted  to
          reflect  the  occurrence  of any  reclassification,  recapitalization,
          stock split,  reverse stock split or other  readjustment in the number
          of  outstanding  shares  of  capital  stock  of  the  Company,  or the
          declaration  of a stock dividend  thereon,  between the last date upon
          which the  Related  Party paid the Highest  Purchase  Price or Highest
          Equivalent Price and the effective date of the merger or consolidation
          or the date of  distribution  to  stockholders  of the  Company of the
          proceeds  from the sale of all or  substantially  all of the assets of
          the Company.

               9) The term  "Substantial  Part" shall mean ten percent  (10%) or
          more of the fair  market  value of the total  assets of the  Person in
          question, as reflected on the most recent balance sheet of such Person
          existing at the time the stockholders of the Company would be required
          to approve or authorize the Business Transaction  involving the assets
          constituting any such Substantial Part.

               10) The term  "Affiliate," used to indicate a relationship with a
          specified  Person,  shall mean a Person that  directly,  or indirectly
          through one or more intermediaries,  controls, or is controlled by, or
          is under common control with, the Person specified.

               11) The term  "Associate," used to indicate a relationship with a
          specified  Person,  shall mean (a) any entity of which such  specified
          Person is an officer or partner or is,  directly  or  indirectly,  the
          beneficial  owner of ten percent  (10%) or more of any class of equity
          securities,  (b) any  trust or other  estate in which  such  specified
          Person  has a  substantial  beneficial  interest  or as to which  such
          specified Person serves as trustee or in a similar fiduciary capacity,
          (c) any relative or spouse of such specified  Person,  or any relative
          of such spouse,  who has the same home as such specified Person or who
          is a Director  or officer of the  Company or any of its  subsidiaries,
          and (d) any  Person who is a  Director  or  officer of such  specified
          Person or any of its parents or  subsidiaries  (other than the Company
          or an entity controlled by or under common control with the Company).

               12) The term  "subsidiary,"  when used to indicate a relationship
          with a specified  Person,  shall mean an Affiliate  controlled by such
          Person directly, or indirectly through one or more intermediaries.

     C. For the  purposes  of this  Article  VII, a majority  of the  Continuing
Directors shall have the power to make a good faith determination,  on the basis
of  information  known to them, of: 1) the number of shares of Voting Stock that
any Person  Beneficially  Owns, 2) whether a Person is an Affiliate or Associate
of  another,  3) whether a Person has an  agreement,  contract,  arrangement  or
understanding  with another or some other right as to the matters referred to in
subparagraph  B(1)(h)  or B(3)  hereof,  4) whether  the  assets  subject to any
Business  Transaction  constitute a  Substantial  Part,  5) whether any Business
Transaction  is  one  in  which  a  Related  Person  has  an  interest   (except
proportionately  as a shareholder  of the  Company),  6) the date of the initial
acquisition of Common Stock by a Related Person, 7) whether the consideration to
be  received is in the same form as to the matter  referred  to in  subparagraph
A(2)(c),  and 8) such other  matters  with respect to which a  determination  is
required under this Article VII.

D. The  provisions  set forth in this  Article VII may not be amended,  altered,
changed or  repealed  in any  respect  unless  such  action is  approved  by the
affirmative  vote of the  holders of not less than eighty  percent  (80%) of the
outstanding shares of Voting Stock of the Company.

                                  ARTICLE VIII.

         The Corporation will not commence  business until  consideration of the
value of at least $1,000 has been received for issuance of shares.

                                   ARTICLE IX.

         The complete address, including the street address of the Corporation's
registered  office is 625 Ninth Street,  Rapid City, South Dakota 57701, and the
name of its registered agent at such address is Roxann R. Basham.

                                   ARTICLE X.

         The number of Directors  constituting the initial Board of Directors is
one and the name and address of the persons who is to serve as initial Director:

      NAME                                                ADDRESS

Roxann R. Basham                                    625 Ninth Street, 4th floor
                                                    P. O. Box 1400
                                                    Rapid City, SD  57709-1400

                                   ARTICLE XI.

         The name and address of the incorporator is:

       NAME                                                ADDRESS

Roxann R. Basham                                    625 Ninth Street, 4th floor
                                                    P. O. Box 1400
                                                    Rapid City, SD  57709-1400

                                  ARTICLE XII.

         Except  as  otherwise  expressly  provided  by the laws of the State of
South  Dakota,  the  following  additional   provisions  are  inserted  for  the
regulation  of the  business  and  for  the  conduct  of  the  affairs  of  this
Corporation and its Directors and shareholders:

     A. No contract or other transaction  between this Corporation and any other
corporation shall be void or voidable because of the fact that Directors of this
Corporation  are  Directors  of such  other  corporation,  if such  contract  or
transaction  shall be approved or ratified by the affirmative vote of a majority
of the Directors present at a meeting of the Board of Directors,  who are not so
interested.  Any Director  individually,  or any firm of which any Director is a
partner,  may be a party to or may be interested in any contract or  transaction
of this Corporation provided that such contract or transaction shall be approved
or ratified  by the  affirmative  vote of at least a majority  of the  Directors
present at a meeting of the Board of Directors,  who are not so interested,  nor
shall any  Director  be liable to  account  to this  Corporation  for any profit
realized  by him  from or  through  any such  transaction  or  contract  of this
Corporation,  ratified or approved as  aforesaid,  by reason of his  interest in
such  transaction  or  contract.  Directors  so  interested  may be counted when
present at meetings of the Board of Directors for the purpose of determining the
existence of a quorum.

     B. The  Board  of  Directors,  in  addition  to the  powers  and  authority
expressly  conferred upon it hereinbefore  and by statute and by the Bylaws,  is
hereby  empowered  to  exercise  all  such  powers  as may be  exercised  by the
Corporation;  subject,  nevertheless, to the provisions of the laws of the State
of South Dakota and of these Articles of Incorporation.

     C. To the fullest  extent  permitted  by South  Dakota law  governing  this
Corporation  as the same exists or may hereafter be amended,  a Director of this
Corporation   shall  not  be  personally   liable  to  the  Corporation  or  its
shareholders  for monetary  damages for breach of fiduciary  duty as a Director,
except for liability (i) for any breach of the Director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
any  violation  of ss.ss.  47-5-15 to 47-5-19,  inclusive,  of the South  Dakota
Codified Laws, or (iv) for any  transaction  from which the Director  derived an
improper personal benefit.

     D. The  provisions  of South Dakota  Codified Laws ss.ss.  47-33-8  through
47-33-16,  inclusive,  do not apply to control share acquisitions (as defined by
South Dakota Codified Laws ss. 47-33-3(l)) of shares of this Corporation.

         Dated this ____ day of _____________, 2000.

                                       ---------------------------------------
                                       ROXANN R. BASHAM

STATE OF SOUTH DAKOTA

COUNTY OF PENNINGTON

         On this ____ day of  ____________,  2000,  before me,  the  undersigned
officer,  appeared Roxann R. Basham, known to me or satisfactorily  proven to be
the  person  whose  name  is  subscribed  to the  foregoing  instrument  and she
acknowledged  to me that  she  executed  the  same  for the  purposes  contained
therein.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                             ----------------------------------
                                             Notary Public
(SEAL)

                           CONSENT OF REGISTERED AGENT

     I,  Roxann R.  Basham,  hereby  give my consent to serve as the  registered
agent for Black Hills Holding Corporation.

     Dated ________________, 2000.

                                           -----------------------------------
                                           Roxann R. Basham

                                                                Exhibit 3.4

                         BLACK HILLS HOLDING CORPORATION

                                     BYLAWS

                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

         Section 1. Place.  Meetings of the  shareholders  shall be held at such
place within or without the State of South Dakota as the Board of Directors  may
from time to time determine and as stated in the notice of the meeting.

         Section 2. Annual Meeting. The annual meeting of the shareholders shall
be held at such time within six months  after the end of each fiscal year of the
Company  as the  Board of  Directors  designates  for the  purpose  of  electing
directors and for the transacting of any other business as may be brought before
the meeting.

         Section 3.  Special Meetings.  All annual and special meetings of the
shareholders shall be called by a majority of the Board of Directors.

         Section 4.  Notice.  Unless all  shareholders  entitled  to vote at the
meeting waive notice in writing,  written notice stating the place, day and hour
of each meeting of shareholders,  and in the case of a special meeting,  further
stating the purpose for which such  meeting is called,  shall be mailed at least
ten days  before  the  meeting  when  called by the Board of  Directors  to each
stockholder  of record who shall be entitled  to vote  thereat to the last known
post  office  address  of each such  stockholder  as it  appears  upon the stock
transfer books of the Company.  However,  notice of a meeting, at which proposal
to increase the capital  stock or  indebtedness  is to be  considered,  shall be
given at least sixty days prior to such meeting.

         Section  5.  Quorum.  The  holders  of a  majority  of the  issued  and
outstanding shares of the capital stock of the Company entitled to vote thereat,
present in person or  represented  by proxy,  shall  constitute a quorum for the
transaction  of  business  at all  meetings  of the  shareholders  except as may
otherwise be provided by law or by the Articles of Incorporation. If a quorum or
greater number as may be required by law or the Articles shall not be present or
represented at any meeting of the  shareholders,  a majority of the shareholders
who are present in person or by proxy and who are entitled to vote thereat shall
have the power to adjourn the meeting  from time to time  without  notice  other
than  announcement at the meeting until such quorum or such greater number shall
have been obtained.

                                                                  14

         Section 6. Adjourned Meeting.  The majority of the shareholders who are
entitled  to vote and who are  present  in person or by proxy at any  regular or
special meeting of the shareholders  shall have the right to adjourn the meeting
from time to time without  notice other than  announcement  at the meeting to be
adjourned;  provided,  however,  the meeting may not be  adjourned  for a period
longer  than sixty days from the date of the  meeting as set forth in the notice
thereof.

         Section  7.  Voting.  At  each  meeting  of  the  shareholders,   every
stockholder  having  the right to vote  shall be  entitled  to vote one vote per
share in person or by proxy appointed by an instrument in writing  subscribed by
such  stockholder.  No proxy shall be valid after eleven months from the date of
its execution,  unless otherwise provided in the proxy. All voting for directors
shall be by written ballot. All elections shall be had and all questions decided
by a  plurality  except  as  otherwise  provided  by law or by the  Articles  of
Incorporation.

         Section 8.  Inspectors.  The Board of Directors  or, if the Board shall
not  have  made  the  appointment,  the  person  presiding  at  any  meeting  of
shareholders  shall have power to appoint  one or more  persons,  other than the
nominees for directors, to act as inspectors to receive,  canvass and report the
votes cast by the  shareholders at such meeting.  Any inspector so appointed who
for any reason  does not serve in such  capacity  may be  replaced by the person
presiding at the meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 1.  Definitions.  For the  purposes of these  Bylaws an "Inside
Director"  is a director  who is an employee of the  Company,  an officer of the
Company, a person who has in the past served as an officer of the Company or any
person  whose  relationship  to the Company  other than as a director  gives him
access on a regular basis to material  information about the Company that is not
generally  available.  Any director who is not an Inside  Director would for the
purpose of these Bylaws  constitute  an "Outside  Director."  For the purpose of
this Section "Company" shall also include any subsidiary of the Company.

         Section 2.  Management  of the  Company.  The  property,  business  and
affairs of the Company  shall be managed by or under the  direction of its Board
of Directors.

         Section 3. Qualifications of Directors. At the time a person is elected
as director by the shareholders,  that person must beneficially own at least 100
shares of the common stock of the Company;  and if such person is elected by the
shareholders,  the person must be duly  qualified to vote such stock at the said
election.  Each  director is required to apply at least 50 percent of his or her
retainer  toward the  purchase  of  additional  shares  until the  director  has
accumulated at least 2,000 shares of common stock. No person shall be elected or
stand for reelection as a director who will be sixty-five  years of age or older
on the thirty-first  day of December of the year of the election,  except in the
event the Board of Directors has not yet  identified a director to be elected to
replace  any  director  who will be  sixty-five  years of age during the year in
which he or she  stands for  reelection,  a  director  may stand for  reelection
solely for the  purpose of filling  the slate of  directors.  However,  upon the
Board of Directors'  choosing a  replacement  director,  the incumbent  director
shall tender his or her resignation to the Chairman.

         Section 4. Number and Election;  Vacancies  and Removal.  The number of
members of the Board of Directors shall not be less than nine (9); provided, the
Board of Directors may change the number of directors through  amendments to its
Bylaws. The Board of Directors shall be and is divided into three classes, Class
I, Class II and Class III, which shall be as nearly equal in number as possible.
Each  director  shall  serve for a term  ending on the date of the third  annual
meeting  following  the  annual  meeting  at which such  director  was  elected;
provided,  each  initial  director in Class I shall hold office until the annual
meeting of shareholders  in 2002,  each initial  director in Class II shall hold
office  until the  annual  meeting of  shareholders  in 2003,  and each  initial
director in Class III shall hold office until the annual meeting of shareholders
in 2001.

         The Board of Directors is expressly authorized to determine the rights,
powers,  duties,  rules and  procedures  that  affect  the power of the Board of
Directors  to manage and direct the  business  and  affairs of the  Corporation,
including  the  power  to  designate  and  empower  committees  of the  Board of
Directors,  to elect,  appoint and empower the  officers and other agents of the
Corporation, and to determine the time and place of, and the notice requirements
for,  Board  meetings,  as well as quorum and voting  requirements  for, and the
manner of taking, Board action.

         In the event of any change in the authorized  number of directors,  the
Board of Directors shall apportion any newly created directorships to, or reduce
the number of  directorships  in,  such  class or  classes  as shall,  so far as
possible, equalize the number of directors in each class. The Board of Directors
shall  allocate  consistently  with the rule that the three  classes shall be as
nearly equal in number of directors as possible, any newly-created  directorship
to the class the term of  office  of which is due to expire at the  latest  date
following such allocation.

         Any vacancies in the Board of Directors  for any reason,  including any
newly  created  directorships  resulting  from any  increase  in the  number  of
directors, may be filled by the Board of Directors,  acting by a majority of the
directors  then in office,  although  less than a quorum;  and any  directors so
chosen  shall hold  office  until the next  election of the class for which such
directors shall have been chosen.

         Notwithstanding  any of the foregoing,  each director shall serve for a
term  continuing  until the annual meeting of  shareholders at which the term of
the class to which he was elected expires and until his successor is elected and
qualified or until his or her earlier death,  resignation or removal;  except, a
director may be removed from office prior to the  expiration  of his or her term
only for cause and by a vote of the  majority of the total  number of members of
the Board of Directors  without including the director who is the subject of the
removal determination and without such director being entitled to vote thereon.

         Section 5.  Compensation.  Outside  Directors shall be entitled to such
compensation  and  expenses as may be  determined  by  resolution  of the Board.
Outside  Directors  may  serve  the  Company  in other  capacities  and  receive
compensation therefor.

         Section 6. Meetings. The Board of Directors may hold meetings within or
without  the State of South  Dakota.  Members of the Board of  Directors  or any
committee  thereof may  participate  in a meeting of such Board or  committee by
means of a conference telephone or similar communications  equipment by means of
which all persons  participating  in the meeting can hear each other at the same
time, and  participation by such means shall constitute  presence in person at a
meeting.

         Section  7.  Regular  Meetings.  The  annual  meeting  of the  Board of
Directors for the election of officers and to conduct such other  business to be
brought before the meeting shall, if practicable, be held on the same day as and
immediately  after the annual  election of the directors by the  shareholders or
any adjournment  thereof,  and no notice thereof need be given.  Further regular
meetings of the Board may be held with or without  notice at such time and place
as shall from time to time be determined by the Board by resolution.

         Section 8. Special Meetings. Special meetings of the Board of Directors
may be called either by the Chairman of the Board and Chief  Executive  Officer,
the President or by the Secretary upon the written  request of any two directors
by giving oral or written notice to each director  stating the time and place of
such meeting.

         Section 9. Notice of Meetings.  Notice shall be considered to have been
given if a notice is either  orally  communicated  to a director at least twelve
hours prior to such  meeting or placed in writing and mailed to the  director at
his last known post  office  address as shown by the  records of the  Company at
least four days prior to the  meeting.  Any notice to be given a director  for a
meeting of the directors may be waived by the director in writing  either before
or after the  meeting.  Presence of any director at a meeting of the Board shall
be  considered  to be a waiver of notice by such  director  unless such director
attends a meeting for the express purpose of objecting to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted  nor the purpose of any regular or special  meeting of
the Board of  Directors  need be  specified in the notice or waiver of notice of
such meeting.

         Section  10.  Quorum.  At all  meetings  of the  Board of  Directors  a
majority of the number of  directors  at the time in office  shall  constitute a
quorum  for the  transaction  of  business;  provided,  less  than a  quorum  of
directors  may fill  vacancies as set forth in Section 4 of this Article II. The
act of a majority of the number of  directors at the time in office shall be the
act of the Board of  Directors.  If at any  meeting of the board  there shall be
less than a quorum present,  a majority of those present may adjourn the meeting
from time to time until a quorum is obtained and no further  notice thereof need
be given other than by announcement at said meeting which shall be so adjourned.

         Section 11.  Manifestation of Dissent. A director of the Company who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent  shall be entered in the  minutes of the meeting or unless he shall
file his written  dissent to such action with the person acting as the secretary
of the meeting before the  adjournment  thereof or shall forward such dissent by
registered  mail  to  the  Secretary  of  the  Company   immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.

         Section 12. Action Taken Without Meeting. Any action which may be taken
at a meeting of the  directors or of a committee  may be taken without a meeting
if a consent in writing setting forth the actions so to be taken shall be signed
before  such  action  by all  of the  directors,  or all of the  members  of the
committee,  as the case may be.  Such  consent  shall have the same  effect as a
unanimous vote.

                                   ARTICLE III

                                   COMMITTEES

         Section 1. Executive  Committee.  The Board of Directors  shall appoint
from among its members an executive  committee of at least five  directors.  The
Chairman  of the Board and Chief  Executive  Officer  and  President  shall be a
member of the  executive  committee.  At least  three  members of the  executive
committee  shall  be  Outside  Directors.  The  executive  committee  (i)  shall
recommend to the Board persons to be elected as officers, (ii) recommend persons
to be appointed to Board committees, (iii) may consider and make recommendations
to the Board on other Board  actions and (iv) may perform  such other  duties as
may be permitted by law.

         Section 2. Audit  Committee.  The Board of Directors  shall  appoint at
least three of its Outside Directors to serve as an audit committee, all of whom
shall have no  relationship  to the Company that may interfere with the exercise
of their  independence from management.  The audit committee shall meet prior to
and after each yearly audit with  representatives of the independent  accounting
firm approved by the shareholders for the purpose of reviewing the audit of such
firm of the Company's  financial  condition and shall each year recommend to the
Board an  independent  accounting  firm to be  appointed  by the  Board  for the
ratification by the shareholders and shall perform such other duties as assigned
by the Board.

         Section 3. Compensation Committee. The Board of Directors shall appoint
at least three of its Outside  Directors to serve as a  compensation  committee.
The compensation  committee (i) shall perform any function required by directors
in the  administration  of all federal and state statutes relating to employment
and  compensation,  (ii)  shall  recommend  to the  Board the  compensation  for
officers,  and (iii)  shall  consider  and  approve  the  compensation  program,
including the benefit program and stock ownership plans, of the Company.

         Section 4. Director Nominating Committee.  The Board of Directors shall
appoint a director  nominating  committee to be composed of the Chief  Executive
Officer  and a  number  of  Outside  Directors  as  determined  by the  Board of
Directors.  An outside  director shall be appointed by the Board of Directors to
serve as chairman of the director nominating committee.  The director nominating
committee shall  recommend to the Board of Directors  persons to be nominated as
directors or to be elected to fill vacancies on the Board of Directors.

         Section 5. Other  Committees.  The Board of Directors  may also appoint
from among its own members such other  committees as the Board may determine and
assign  such powers and duties as shall from time to time be  prescribed  by the
Board.

         Section 6. Removal from  Committees and Rules of Procedure.  Subject to
these Bylaws directors may be removed from the committees and vacancies  therein
may be  filled  by a  majority  of the  Board of  Directors.  A  meeting  of any
committee may be called by any member of the committee.  The provisions of these
Bylaws concerning notice of meetings, compensation, manifestation of dissent and
taking action without a meeting as they pertain to directors  shall also pertain
to committee meetings.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. Officers.  The Board of Directors shall elect as officers of
the Company a Chairman of the Board, who shall be the Chief Executive Officer, a
President, a Vice President, a Secretary, a Treasurer and may elect a Controller
and such other Vice  Presidents and other officers as the Board may determine is
necessary  for the conduct of the business of the Company.  Officers need not be
directors  except for the Chairman of the Board.  Any two or more offices may be
held by the same person. No person shall hold an officer position after the last
day of the month during which said person became sixty-five years of age.

         Section 2. Term and Removal. All officers of the Company shall serve at
the pleasure of the Board of Directors,  and the Board at any regular or special
meeting by the vote of a majority of the whole Board may remove an officer  from
an office.

         Section 3. Duties of Chairman of the Board and Chief Executive Officer.
The  Chairman  of the  Board  and  Chief  Executive  Officer  shall be the chief
administrative  officer  of the  Company.  The  Chairman  of the Board and Chief
Executive  Officer (i) shall exercise such duties as customarily  pertain to the
office of Chief Executive Officer, (ii) shall have general and active management
authority and supervision over the property, business and affairs of the company
and over its officers and employees,  (iii) may appoint  employees,  consultants
and agents as deemed necessary for the proper conduct of the Company's business,
(iv) may  sign,  execute  and  deliver  in the  name of the  Company  powers  of
attorney,  contracts,  bonds and other  obligations  subject to direction of the
Board as set forth in Article VII of these  Bylaws,  (v) shall  recommend to the
Board of Directors  persons for  appointment  to offices and  committees and for
nomination  of  directors,  (vi) shall  preside at  stockholder  meetings and at
meetings of the Board of Directors, and (vii) shall perform such other duties as
may be prescribed from time to time by the Board of Directors.

         Section 4. Duties of the  President.  The President  shall perform such
duties as may be  prescribed  from time to time by the Board of  Directors or by
the Chairman of the Board and Chief  Executive  Officer.  The President,  in the
absence or disability of the Chairman of the Board and Chief Executive  Officer,
shall  perform the duties and  exercise  the powers of the Chairman of the Board
and Chief Executive Officer.

         Section 5. Duties of Vice  Presidents.  The Vice Presidents  shall have
such powers and  perform  such duties as may be assigned to them by the Board of
Directors,  or the  Chairman of the Board and Chief  Executive  Officer.  In the
absence or disability of the Chairman of the Board and Chief Executive  Officer,
and the President,  the Vice Presidents in the order as designated by the Board,
or if the Board so directs,  by the  Chairman  of the Board and Chief  Executive
Officer, shall perform the duties and exercise the powers of the Chairman of the
Board and Chief Executive Officer.

         Section 6. Duties of Secretary. The Secretary shall attend all meetings
of the  Board  and  shareholders,  record  all  votes  and  the  minutes  of all
proceedings  in books to be kept for such purposes and shall perform like duties
for the committees  when required.  The Secretary  shall have the custody of the
seal. The Secretary  shall have the custody of the stock books and shall perform
such other duties as may be prescribed by the Board of Directors or the Chairman
of the Board and Chief Executive Officer.

         Section 7. Duties of Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate  accounts of
receipts and  disbursements in books of the Company and shall deposit all monies
and other valuable  effects in the name and to the credit of the Company in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Company as may be ordered by the Board,  taking proper
vouchers  for such  disbursements  and shall render to the Chairman of the Board
and  Chief  Executive  Officer  and to the  Board of  Directors  at its  regular
meetings or whenever they may require it, an account of all his  transactions as
Treasurer and of the financial condition of the Company.

         Section 8. Duties of Other Officers.  All other officers of the Company
shall have such duties as shall be  prescribed  by the Board of Directors or the
Chairman of the Board and Chief Executive Officer.

         Section 9. Delegation of Duties of Officers. In the case of the absence
of any  officer of the  Company or for any other  reason that the Board may deem
sufficient,  the Board may  delegate  the powers or duties of any officer to any
other officer or to any director for such time as determined by the Board.

         Section 10. Compensation of Officers.  The compensation of the Chairman
of the Board and Chief  Executive  Officer  shall be  determined by the Board of
Directors.  The  compensation of each of the other officers shall be recommended
by the  Chairman of the Board and Chief  Executive  Officer and  approved by the
Board of Directors.  No officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Company.

                                    ARTICLE V

                                 INDEMNIFICATION

         Section 1. Actions,  Suits or Proceedings Other than by or in the Right
of the Company.  The Company shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
including all appeals,  (other than an action by or in the right of the Company)
by reason of the fact that he is or was or has  agreed to become a  director  or
officer  of the  Company,  or is or was  serving  or had  agreed to serve at the
request  of  the  Company  as a  director  or  officer  of  another  corporation
(including a subsidiary of the  corporation,  or subsidiaries of  subsidiaries),
partnership,  joint  venture,  trust or other  enterprise,  or by  reason of any
action  alleged to have been taken or omitted in such  capacity,  against costs,
charges,  expenses (including attorneys' fees), judgments,  fines, penalties and
amounts paid in  settlement  actually and  reasonably  incurred by him or on his
behalf in  connection  with  such  action,  suit or  proceeding  and any  appeal
therefrom,  if he acted in good faith and in a manner he reasonably  believed to
be  within  the  scope of his  authority  and in, or not  opposed  to,  the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which he reasonably  believed to be within the scope of his authority and
in, or not opposed to, the best  interests of the Company  and,  with respect to
any criminal  action or  proceeding,  had  reasonable  cause to believe that his
conduct was unlawful.

         Section  2.  Actions  or Suits by or in the Right of the  Company.  The
Company shall  indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
including  all appeals,  by or in the right of the Company to procure a judgment
in its favor by  reason of the fact that he is or was or has  agreed to become a
director  or officer of the  Company or is or was serving or has agreed to serve
at the request of the  Company as a director  or officer of another  corporation
(including a subsidiary of the  corporation or  subsidiaries  of  subsidiaries),
partnership,  joint  venture,  trust or other  enterprise,  or by  reason of any
action  alleged to have been taken or omitted in such  capacity,  against costs,
charges  and  expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred by him or on his behalf in connection with the defense or settlement of
such action or suit and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be within the scope of his authority and in, or
not  opposed  to,  the  best   interests   of  the   Company,   except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such person  shall have been  adjudged to be liable to the Company  unless
and only to the  extent  that the  Courts of South  Dakota or the court in which
such action or suit was brought shall determine upon application  that,  despite
the  adjudication of such liability but in view of all the  circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such costs,
charges and expenses  which the Courts of South Dakota or such other court shall
deem proper.

         Section  3.   Indemnification  for  Costs,   Charges  and  Expenses  of
Successful Party. Notwithstanding the other provisions of this Article V, to the
extent  that a  director  or  officer  has been  successful,  on the  merits  or
otherwise,  including,  without  limitation,  the dismissal of an action without
prejudice,  in defense of any action, suit or proceeding referred to in Sections
1 and 2 of this Article V, or in defense of any claim,  issue or matter therein,
he shall be  indemnified  against  all costs,  charges and  expenses  (including
attorneys'  fees)  actually and  reasonably  incurred by him or on his behalf in
connection therewith.

         Section   4.   Determination   of   Right   to   Indemnification.   Any
indemnification  under  Sections 1 and 2 of this Article V (unless  ordered by a
court) shall be paid by the Company  unless a  determination  is made (i) by the
board of directors by a majority  vote of the  directors who were not parties to
such action, suit or proceeding,  or if such majority of disinterested directors
so directs,  (ii) by independent legal counsel in a written opinion, or (iii) by
the shareholders,  that indemnification of the director or officer is not proper
in the circumstances  because he has not met the applicable  standard of conduct
set forth in Sections 1 and 2 of this Article V.

         Section 5. Advance of Costs,  Charges and Expenses.  Costs, charges and
expenses  (including  attorneys'  fees)  incurred  by a  person  referred  to in
Sections 1 or 2 of this Article V in defending a civil or criminal action,  suit
or proceeding  shall be paid by the Company in advance of the final  disposition
of such action, suit or proceeding;  provided, however, that the payment of such
costs, charges and expenses incurred by a director or officer in his capacity as
a director or officer (and not in any other  capacity in which service was or is
rendered  by such  person  while a director  or officer) in advance of the final
disposition of such action,  suit or proceeding  shall be made only upon receipt
of an  undertaking  by or on  behalf of the  director  or  officer  to repay all
amounts so advanced in the event that it shall  ultimately  be  determined  that
such  director or officer is not  entitled to be  indemnified  by the Company as
authorized in this Article V. Such costs, charges and expenses incurred by other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the majority of the directors deems  appropriate.  The majority of the directors
may,  in the manner set forth  above,  and upon  approval  of such  director  or
officer of the  Company,  authorize  the  Company's  counsel to  represent  such
person, in any action, suit or proceeding, whether or not the Company is a party
to such action, suit or proceeding.

         Section 6.  Procedure of  Indemnification.  Any  indemnification  under
Sections 1, 2 and 3, or advance of costs,  charges and expenses  under Section 5
of this Article V shall be made promptly,  and in any event within 60 days, upon
the written request of the director or officer.  The right to indemnification or
advances as granted by this  Article V shall be  enforceable  by the director or
officer in any court of  competent  jurisdiction,  if the  Company  denies  such
request,  in whole or in part,  or if no  disposition  thereof is made within 60
days. Such person's costs and expenses  incurred in connection with successfully
establishing  his  right to  indemnification,  in whole or in part,  in any such
action shall also be  indemnified  by the Company.  It shall be a defense to any
such action (other than an action  brought to enforce a claim for the advance of
costs, charges and expenses under Section 5 of this Article V where the required
undertaking, if any, has been received by the Company) that the claimant has not
met the  standard of conduct set forth in Sections 1 or 2 of this Article V, but
the burden of proving such defense shall be on the Company.  Neither the failure
of the Company (including its board of directors,  its independent legal counsel
and its shareholders) to have made a determination  prior to the commencement of
such action that  indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections 1 or
2 of this Article V, nor the fact that there has been an actual determination by
the Company (including its board of directors, its independent legal counsel and
its  shareholders)  that the  claimant has not met such  applicable  standard of
conduct,  shall be a defense  to the  action or  create a  presumption  that the
claimant has not met the applicable standards of conduct.

         Section 7. Settlement.  The Company shall not be obligated to reimburse
the costs of any settlement to which it has not agreed.  If in any action,  suit
or proceeding, including any appeal, within the scope of Sections 1 or 2 of this
Article V, the person to be indemnified shall have unreasonably  failed to enter
into a  settlement  thereof  offered or  assented  to by the  opposing  party or
parties in such action,  suit or  proceeding,  then,  notwithstanding  any other
provision hereof, the  indemnification  obligation of the Company to such person
in connection with such action, suit or proceeding shall not exceed the total of
the amount at which settlement could have been made and the expenses incurred by
such  person  prior to the time  such  settlement  could  reasonably  have  been
effected.

         Section 8. Subsequent Amendment. No amendment, termination or repeal of
this Article V or of relevant  provisions of the South Dakota corporation law or
any other  applicable laws shall affect or diminish in any way the rights of any
director  or officer  of the  Company to  indemnification  under the  provisions
hereof  with  respect  to any  action,  suit or  proceeding  arising  out of, or
relating to, any actions,  transactions  or facts  occurring  prior to the final
adoption of such amendment, termination or repeal.

         Section 9. Other Rights, Continuation of Right to Indemnification.  The
indemnification  provided by this Article V shall not be deemed exclusive of any
other  rights  to  which  a  director,   officer,   employee  or  agent  seeking
indemnification may be entitled under any law (common or statutory),  agreement,
vote of shareholders or disinterested directors or otherwise,  both as to action
in his official  capacity and as to action in any other  capacity  while holding
office  or while  employed  by or acting  as agent  for the  Company,  and shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent,  and shall  inure to the  benefit of the  estate,  heirs,  executors  and
administrators  of such  person.  Nothing  contained  in this Article V shall be
deemed to prohibit,  and the Company is  specifically  authorized to enter into,
agreements  with officers and  directors  providing  indemnification  rights and
procedures  different from those set forth herein. All rights to indemnification
under this  Article V shall be deemed to be a contract  between  the Company and
each director or officer of the Company who serves or served in such capacity at
any time while this Article V is in effect. This Article V shall be binding upon
any  successor  corporation  to this  Company,  whether  by way of  acquisition,
merger, consolidation or otherwise.

         Section 10.  Savings  Clause.  If this Article V or any portion  hereof
shall be invalidated on any ground by any court of competent jurisdiction,  then
the Company shall nevertheless indemnify each director or officer of the Company
as to any costs, charges, expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  with respect to any action,  suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the Company,  to the full extent  permitted by any applicable
portion of this Article V that shall not have been  invalidated  and to the full
extent permitted by applicable law.

         Section 11. Subsequent Legislation.  If the South Dakota law is amended
after the  adoption  of this  Article V to further  expand  the  indemnification
permitted to  directors  and  officers of the  Company,  then the Company  shall
indemnify such persons to the fullest extent  permitted by the South Dakota law,
as so amended.

                                   ARTICLE VI

                                  CAPITAL STOCK

         Section 1. Stock  Certificates.  Certificates  for stock of the Company
shall be in such form as the Board of Directors may from time to time  prescribe
and shall be signed by the  President or a Vice  President and by a Treasurer or
an  Assistant  Treasurer  or  the  Secretary  or  an  Assistant  Secretary.   If
certificates are signed by a transfer agent, acting in behalf of the Company, or
registered by a registrar,  the signatures of the officers of the Company may be
facsimile.  The Company,  through its  officers,  may cause  certificates  to be
issued and delivered bearing facsimile  signatures of persons even though at the
time of the issuance and delivery of such certificates,  any of such persons may
no longer be an officer of the Company.

         Section 2. Transfer  Agent.  The Board of Directors shall have power to
appoint  one or  more  transfer  agents  and  registrars  for the  transfer  and
registration  of  certificates  of stock of any class and may require that stock
certificates  shall  be  countersigned  and  registered  by one or  more of such
transfer agents and registrars. The transfer agent and registrar may be the same
person.

         Section  3.  Transfer  of  Stock.  Shares of the  capital  stock of the
Company shall be  transferable on the books of the Company only by the holder of
record  thereof in person or by a duly  authorized  attorney upon  surrender and
cancellation of certificates for a like number of shares properly endorsed.

         Section 4. Lost  Certificate.  In case any  certificates of the capital
stock of the Company shall be lost,  stolen or destroyed,  the Company may cause
replacement  certificates  to be  issued  upon  such  proof of the fact and such
indemnity to be given to it and to its transfer agent and registrar,  if any, as
shall be deemed necessary or advisable by it.

         Section 5. Holder of Record. The Company shall be entitled to treat the
holder of record of any share or shares of stock as the  holder  thereof in fact
and shall not be bound to recognize  any equitable or other claim to or interest
in such  shares on the part of any other  person,  whether  or not it shall have
express or other notice thereof,  except as otherwise expressly provided by law.
The expression  "stockholder"  or  "shareholders"  whenever used in these Bylaws
shall be deemed to mean only the holder or holders of record of stock.

         Section 6. Closing of Transfer Books. The Board of Directors shall have
power to close the stock  transfer  books of the Company for a stated period but
not to exceed, in any case, fifty days, and in case of a meeting of shareholders
not less than ten days,  preceding the date of any meeting of  shareholders,  or
the date for payment of any  dividend,  or the date for the allotment of rights,
or the date when any change or  conversion or exchange of capital stock shall go
into effect,  or in order to make a determination  of shareholders for any other
proper purpose;  provided,  however,  that in lieu of closing the stock transfer
books,  the Board of Directors  may fix in advance a date as the record date for
any such determination of shareholders, not less than ten days prior to the date
on which the particular action, requiring such determination of shareholders, is
to be taken; and in such case only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such  meeting,  or to receive  payment  of such  dividend,  or to  receive  such
allotment  of  rights,  or  to  exercise  such  rights,  as  the  case  may  be,
notwithstanding  any transfer of any stock on the books of the Company after any
such  record  date fixed as  aforesaid.  When a  determination  of  shareholders
entitled  to vote at any  meeting of  shareholders  has been made as provided in
this section, such determination shall apply to any adjournment thereof.

         Section  7.  Closing  of  Transfer  Books  to  Authorize   Increase  in
Indebtedness and Capital Stock. Notwithstanding Section 6 of this Article and in
order to comply with Section 8 of Article XVII of the South Dakota Constitution,
the  notice  to be given  shareholders  for a  meeting  at which a  proposal  to
increase  the  Company's  authorized  indebtedness  or  capital  stock  is to be
considered  shall be given at least  sixty  days  prior to the  meeting  and the
record  date for the  determination  of  shareholders  eligible  to vote at such
meeting may be set by the Board sixty or more days prior to the said meeting.

                                   ARTICLE VII

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. Contracts.  The Board of Directors may authorize any officer
or officers,  agent or agents, to enter into any contract or execute and deliver
any  instrument in the name of and on behalf of the Company,  and such authority
may be general or confined to specific instances.

         Section 2. Loans. No loans shall be contracted on behalf of the Company
and no evidences of indebtedness  shall be issued in its name unless  authorized
by a resolution  of the Board of  Directors.  Such  authority  may be general or
confined to specific instances.

         Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money,  notes or other  evidences of  indebtedness  issued in the
name of the Company shall be signed by such officer or officers, agent or agents
of the Company and in such  manner as shall from time to time be  determined  by
resolution of the Board of Directors.

         Section 4.  Deposits  and  Investments.  All funds of the  Company  not
otherwise  employed  shall be  deposited  from time to time to the credit of the
Company in such banks,  trust  companies or other  depositories  as the Board of
Directors or officers of the Company  designated  by the Board of Directors  may
select;  or be invested as authorized by the Board of Directors.  Such authority
may be general or confined to specific instances.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         Section 1. Offices. The principal office of the Company shall be in the
City of Rapid City, County of Pennington, State of South Dakota. The Company may
also have  offices at such  other  places  within or without  the State of South
Dakota  as the Board of  Directors  may from  time to time  designate  or as the
business of the Company may require.

         Section 2.  Seal.  The corporate seal shall have inscribed thereon the
name of the Company and the words "Corporate Seal--2000--South Dakota."

         Section 3. Audit.  The books of account of the Company shall be audited
annually by an independent firm of public  accountants who shall be appointed by
the Board of Directors and ratified by the  shareholders at each annual meeting.
Such  auditors  shall  submit to the  Board of  Directors  each  year  certified
financial statements of the Company for the preceding fiscal year.

                                   ARTICLE IX

                                   AMENDMENTS

         These Bylaws may be altered,  amended or repealed at any meeting of the
Board of  Directors  by the  affirmative  vote of a majority of the whole Board;
provided,  no  alteration  or amendment may be in conflict with any provision of
the Articles of Incorporation.

         Dated this 28th day of April, 2000.

                                   By__________________________________
                                     Roxann R. Basham, Incorporator and
                                       Initial Director

                                                                 Exhibit 4.2

                             BLACK HILLS CORPORATION

                                       TO

                            THE CHASE MANHATTAN BANK,

                                   As Trustee

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

                         RESTATED AND AMENDED INDENTURE

                                 OF MORTGAGE AND

                                  DEED OF TRUST

                          Dated as of September 1, 1999

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

                                TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               
RECITALS..........................................................................................................1

ARTICLE ONE
         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..................................................8
         Section 1.01.Definitions.................................................................................8
         Section 1.02.  Opinion and Certificate Requirements.....................................................18
         Section 1.03.  Documentary Requirements.................................................................18
         Section 1.04.  Documentary Requirements--More Than One Certificate
                           Permissible...........................................................................19
         Section 1.05.  Redemption Requirements--Cash Deposit....................................................19

ARTICLE TWO
         THE BONDS...............................................................................................20
         Section 2.01.  Bond Form................................................................................20
         Section 2.02.  Issuance of Bonds--Limitations...........................................................23
         Section 2.03.  Registered Bonds.........................................................................23
         Section 2.04.  Naming Series of Bonds...................................................................23
         Section 2.05.  New Bonds--Optional Provisions...........................................................23
         Section 2.06.  Denominations and Interest Rates.........................................................24
         Section 2.07.  Exchange of Bonds........................................................................25
         Section 2.08.  Execution of Bonds.......................................................................25
         Section 2.09.  Authentication of Bonds..................................................................25
         Section 2.10.  Temporary Bonds and Exchange.............................................................26
         Section 2.11.  Registrar and Registration...............................................................26
         Section 2.12.  Governmental Charges.....................................................................27
         Section 2.13.  Bonds Without Certificates Allowed.......................................................27
         Section 2.14.  Replacement of Bonds.....................................................................27

ARTICLE THREE
         EXISTING BONDS..........................................................................................28
         Section 3.01.  Series Y Bonds...........................................................................28
         Section 3.02.  Series Z Bonds...........................................................................30
         Section 3.03.Series AA Bonds............................................................................33
         Section 3.04.  Series AB Bonds..........................................................................34
         Section 3.05.Series AC Bonds............................................................................35
         Section 3.06.Series AD Bonds............................................................................36
         Section 3.07.Indemnity of Trustee.......................................................................37
         Section 3.08.  Registrar of Existing Bonds..............................................................37
         Section 3.09.Exchange of Bonds..........................................................................37
         Section 3.10.  Compliance with Covenants................................................................37

ARTICLE FOUR
         AUTHENTICATION AND DELIVERY OF BONDSUPON THE BASIS OF PROPERTY ADDITIONS................................38
         Section 4.01.  Property Additions and Certifiable Net Earnings Defined..................................38
         Section 4.02.  Additional Bonds Under Property Additions................................................40
         Section 4.03.  Bonds Limited by 70 Percent of Net Bondable Additions....................................48
         Section 4.04.  Additional Bonding Authority Based on Property Additions
                           Certified Prior.......................................................................48

ARTICLE FIVE
         AUTHENTICATION AND DELIVERY OF BONDSUPON DEPOSIT OF CASH WITH TRUSTEE...................................48
         Section 5.01.  Additional Bonds Authorized by Deposit of Cash...........................................48
         Section 5.02.  Amount of Bonds..........................................................................50
         Section 5.03.  Terms of Withdrawal of Cash..............................................................50

ARTICLE SIX
         AUTHENTICATION AND DELIVERY OF BONDSUPON RETIREMENT OF BONDS PREVIOUSLY ISSUED HEREUNDER................50
         Section 6.01.  Additional Bonds Authorized by Retired Bonds.............................................50
         Section 6.02.  Amount of Bonds Equal to Retired Bonds...................................................53
         Section 6.03.  Canceled Bonds...........................................................................53

ARTICLE SEVEN
         RELEASE OF MORTGAGED PROPERTY...........................................................................53
         Section 7.01.  Company's Permitted Activities...........................................................53
         Section 7.02.  Conditions of Release of Property........................................................55
         Section 7.03.  Release of Property Upon Eminent Domain..................................................61
         Section 7.04.  Release under Authority of Trustee or Bondholder.........................................62
         Section 7.05.  In Event of Receiver or Trustee Possessing Trust Estate..................................62
         Section 7.06.  Purchasers in Good Faith.................................................................62
         Section 7.07.  Application of Cash......................................................................63

ARTICLE EIGHT
         APPLICATION AND WITHDRAWAL OF TRUST MONEYS..............................................................63
         Section 8.01.  General Provisions--Withdrawing Trust Moneys.............................................63
         Section 8.02.  Trust Moneys Withdrawn Against Gross Bondable Additions..................................64
         Section 8.03.  Trust Moneys Withdrawn Against Net Bondable Additions....................................65
         Section 8.04.  Trust Moneys Withdrawn Against Bonds.....................................................67
         Section 8.05.  Trust Moneys Withdrawn to Redeem Bonds...................................................68
         Section 8.06.  Trust Moneys Withdrawn for Repairs.......................................................69
         Section 8.07.  Trust Moneys Withdrawn for Taxes.........................................................70
         Section 8.08.  Trust Moneys Held More Than Two Years Applied to Redeem
                           Bonds and Application of Trust Moneys in Event of Eminent
                           Domain or Purchase by a Public Authority of the Entire
                           Trust Estate..........................................................................72
                           ------------
         Section 8.09.  Possession After Default.................................................................73
                        ------------------------
         Section 8.10.  Cancellation of Bonds Delivered..........................................................73
                        -------------------------------
         Section 8.11.  Moneys Received by Trustee and Payment of Interest.......................................74
                        --------------------------------------------------
         Section 8.12.  Investment of Trust Funds................................................................74
                        --------------------------

ARTICLE NINE
         PARTICULAR COVENANTS OF THE COMPANY.....................................................................74
         Section 9.01.  Payment of Principal and Interest........................................................74
         Section 9.02.  Company Prohibited from Extending Time for Payment.......................................75
         Section 9.03.  Warrants and Defends Title...............................................................75
         Section 9.04.  Payment of Taxes and Prohibition on Liens................................................75
         Section 9.05.  Repair and Maintain......................................................................76
         Section 9.06.  Prior Lien Obligations...................................................................77
         Section 9.07.  Use of Property Released from Prior Lien.................................................77
         Section 9.08.  Recording and Filing and Annual Opinion and Certificate..................................78
         Section 9.09.  Insurance Requirements and Annual Certificate............................................80
         Section 9.10.  Record Keeping...........................................................................80
         Section 9.11.  Accounting and Audits....................................................................80
         Section 9.12.  Maintain Existence.......................................................................81
         Section 9.13.  Advances by Trustee......................................................................81
         Section 9.14.  Dividend Restrictions....................................................................81
         Section 9.15.  Governmental Reporting Requirements......................................................81
         Section 9.16.  List of Bondholders......................................................................82
         Section 9.17.  Preservation of List of Bondholders......................................................82
         Section 9.18.  Annual Compliance Certificate............................................................84

ARTICLE TEN
         REDEMPTION OF BONDS.....................................................................................84
         Section 10.01.  Redeemable Bonds........................................................................84
         Section 10.02.  Redemption Rights of Existing Bonds.....................................................84
         Section 10.03.  Notice and Selection of Bonds...........................................................84
         Section 10.04.  Method of Effecting Redemption..........................................................86
         Section 10.05.  Cancellation of Redeemed Bonds..........................................................87

ARTICLE ELEVEN
         REMEDIES OF TRUSTEES AND BONDHOLDERS....................................................................87
         Section 11.01.  Events of Default.......................................................................87
         Section 11.02.  Possession of Trust Estate by Trustee...................................................89
         Section 11.03.  Additional Power of Trustee in Event of Default.........................................91
         Section 11.04.  Bondholders'Right to Direct Action......................................................91
         Section 11.05.  Notice of Sale by Trustee...............................................................92
         Section 11.06.  Adjournment of Sale.....................................................................92
         Section 11.07.  Conveyance to Purchasers................................................................92
         Section 11.08.  Sale as an Entirety Unless Holders Otherwise Direct.....................................93
         Section 11.09.  Accrual of Interest Upon Sale...........................................................93
         Section 11.10.  Application of Proceeds of Sale.........................................................93
         Section 11.11.  Use of Bonds to Pay for Property........................................................94
         Section 11.12.  Other Rights of Trustee in Event of Default.............................................94
         Section 11.13.  Recovery of Judgment....................................................................94
         Section 11.14.  Restrictions on Rights of Bondholders and Unconditional
                           Obligation of Company.................................................................95
                           ---------------------
         Section 11.15.  Remedies Cumulative.....................................................................96
                         -------------------
         Section 11.16.  No Waiver for Delay.....................................................................97
                         -------------------
         Section 11.17.  Trustee's Power to Institute Legal Proceedings..........................................97
                         ----------------------------------------------
         Section 11.18.  Failure of Remedy Restores Rights.......................................................97
                         ---------------------------------
         Section 11.19.  Holders of Majority May Direct Proceedings..............................................98
                         ------------------------------------------
         Section 11.20.  Company's Waiver of Certain Rights......................................................98
                         ----------------------------------
         Section 11.21.  No Recourse Against Stockholders, Directors and Officers................................98
                         --------------------------------------------------------
         Section 11.22.  Obligor Not Entitled to Distribution....................................................99
                         ------------------------------------

ARTICLE TWELVE
         EVIDENCE OF RIGHTS OF BONDHOLDERS.......................................................................99
         Section 12.01.  Bondholder Concurrent Writings..........................................................99
         Section 12.02.  Proof of Execution by Bondholder........................................................99
         Section 12.03.  Register Proves Ownership of Bond.......................................................99

ARTICLE THIRTEEN
         MERGER, CONSOLIDATION, TRANSFER OR LEASE...............................................................100
         Section 13.01.  Conditions of Merger...................................................................100
         Section 13.02.  Conditions of Successor to Succeed to Rights of Company................................101

ARTICLE FOURTEEN
         CONCERNING THE TRUSTEE.................................................................................102
         Section 14.01.  Qualification of Trustee...............................................................102
         Section 14.02.  Trustee's Duties and Obligations.......................................................102
         Section 14.03.  Removal, Resignation and Discharge of Trustee..........................................106
         Section 14.04.  Special Account in Case of Default.....................................................111
         Section 14.05.  Trustee's Annual Report to Bondholders.................................................115
         Section 14.06.  Removal and Resignation of Trustee.....................................................117
         Section 14.07.  Disqualification and Appointment of Successor Trustee..................................117
         Section 14.08.  Merger of Trustee......................................................................118
         Section 14.09.  Appointment of Co-Trustee..............................................................119
         Section 14.10.  Notice.................................................................................119

ARTICLE FIFTEEN
         DEFEASANCE.............................................................................................120
         Section 15.01.  Conditions to Discharge Restated Indenture.............................................120
         Section 15.02.  Discharge of Restated Indenture........................................................121

ARTICLE SIXTEEN
         SUPPLEMENTAL INDENTURES................................................................................121
         Section 16.01.  Modification of Restated Indenture Through Supplemental
                           Indentures...........................................................................121
         Section 16.02.  Authority of Trustee...................................................................123
         Section 16.03.  Trustee's Discretion...................................................................123

ARTICLE SEVENTEEN
         MEETING OF BONDHOLDERS.................................................................................123
         Section 17.01.  Modification of Restated Indenture by Bondholders......................................123
         Sections 17.02.  Calling Meetings of Bondholders and Notice............................................123
         Section 17.03.  Qualifications of Bondholders to Vote..................................................124
         Section 17.04.  Proxy Voting Allowed...................................................................125
         Section 17.05.  Conduct of Meeting.....................................................................126
         Section 17.06.  Quorum for Meeting.....................................................................126
         Section 17.07.  Vote Required..........................................................................127
         Section 17.08.  Records of Meetings and Notices........................................................127
         Section 17.09.  Actions Noted on Bonds.................................................................128
         Section 17.10.  Nullification of Article Seventeen.....................................................129
         Section 17.11.  Written Consent in Lieu of Meeting.....................................................129
         Section 17.12.  Trustee's Expenses.....................................................................129

ARTICLE EIGHTEEN
         MISCELLANEOUS PROVISIONS...............................................................................129
         Section 18.01.  Binding on Successors and Assigns......................................................129
         Section 18.02.  Rights Limited to Company, Bondholders and Trustee.....................................130
         Section 18.03.  Trust Indenture Act Controls...........................................................130
         Section 18.04.  Headings. .............................................................................130
         Section 18.05.  Complete Agreement.....................................................................130
         Section 18.06.  Receipt of Copy........................................................................130
         Section 18.07.  Executed in Counterparts...............................................................130

                                                  TABLE OF EXHIBITS

                                                                                                               Page
                                                                                                         
A        Legal Description of Real Property....................................................................A-1

B        Series Y Bond Form....................................................................................B-1

C        Series Z Bond Form....................................................................................C-1

D        Series AA Bond Form...................................................................................D-1

E        Series AB Bond Form...................................................................................E-1

F        Series AC Bond Form...................................................................................F-1

G        Series AD Bond Form...................................................................................G-1

                   RESTATED AND AMENDED INDENTURE OF MORTGAGE
                                AND DEED OF TRUST

         RESTATED AND AMENDED INDENTURE OF MORTGAGE AND DEED OF TRUST,  dated as
of  September 1, 1999  (hereinafter  referred to as the  "Restated  Indenture"),
between BLACK HILLS CORPORATION, a corporation duly organized and existing under
the laws of the State of South Dakota  (formerly  known as Black Hills Power and
Light Company) (hereinafter called the "Company"), and THE CHASE MANHATTAN BANK,
a New York corporation organized and existing under the laws of the State of New
York (hereinafter called the Trustee).

                                    RECITALS

         In order to secure an authorized  issue of First  Mortgage Bonds of the
Company,  the Company has  executed  and  delivered an Indenture of Mortgage and
Deed of Trust to Central Hanover Bank and Trust Company  (subsequently  known as
The Hanover Bank) as Trustee,  dated September 1, 1941,  hereinafter referred to
as the "Original Indenture."

         The Chase  Manhattan  Bank is the  successor  Trustee  as the result of
mergers of The Hanover Bank followed by a series of subsequent  mergers  leading
to the Trustee as the current successor.

         Subsequent to the execution of the Original Indenture,  the Company has
executed  various   supplemental   indentures  providing  for  the  issuance  of
additional  series  of  Bonds  and  supplementing  and  modifying  the  Original
Indenture  which,  as supplemented  and amended by said thirty-one  supplemental
indentures, is referred to herein as the "Indenture."

         Pursuant to the provisions of the Indenture,  First Mortgage Bonds have
been duly issued and are presently outstanding and secured by the Indenture, and
continue to be secured by this Restated Indenture as follows:

                                                             Principal Amount
                       Series                                  Outstanding

         Series Y, 9.49%, due June 15, 2018                    $ 5,420,000
         Series Z, 9.35%, due May 29, 2021                     $35,000,000
         Series AA, 9.00%, due September 1, 2003               $ 4,254,946
         Series AB, 8.30%, due September 1, 2024               $45,000,000
         Series AC, 8.06%, due February 1, 2010                $30,000,000
         Series AD, 6.50%, due July 15, 2002                   $15,000,000

         Because  of  the  extensive  amendments  contained  in  the  thirty-one
supplemental  indentures and the  complexities in reading and  interpreting  the
Indenture resulting therefrom,  the Company desires to cause the Indenture to be
restated and amended to constitute one instrument  which  completely  states the
agreement of the parties hereto as of the date hereof.

         Subject  to  the  conditions  therein  contained,  subparagraph  (k) of
Section  17.01 as set forth in Section  1.23 of the Twenty  Eighth  Supplemental
Indenture, dated as of March 15, 1995 as a supplement to the Original Indenture,
authorizes  the  Trustee  to  enter  into a  restatement  and  amendment  of the
Indenture without consent of the Bondholders.

         The Company, in the exercise of the powers and authority conferred upon
and reserved to it under and by virtue of the provisions of the  Indenture,  and
pursuant  to  resolutions  of its  Board of  Directors,  has duly  resolved  and
determined to make, execute,  and deliver to the Trustee this Restated Indenture
in the form  hereof for the  purpose of  restating  the  Indenture  without  any
interruption of the Lien of the Indenture which now continues under the Restated
Indenture.

         NOW, THEREFORE,  to secure the payment of the principal of, premium, if
any, and interest, if any, on all Bonds at any time issued and Outstanding under
this Restated  Indenture when payable in accordance with the provisions  thereof
and hereof,  and to secure the performance and observance by the Company of, and
its compliance  with,  the covenants and conditions of this Restated  Indenture,
and in  consideration  of the  premises and of One Dollar paid to the Company by
the Trustee,  the Company hereby grants,  bargains,  sells,  releases,  conveys,
assigns,  transfers,  mortgages,  pledges,  sets forth and confirms to The Chase
Manhattan  Bank,  as  Trustee,  and grants and assigns to the Trustee a security
interest in the following described  property,  referred to herein as the "Trust
Estate":

                              GRANTING CLAUSE FIRST
                                 (Real Property)

                  All right,  title and  interest  of the Company in and to real
         property wherever  situated,  including without limitation (a) all land
         and interests in land  referenced in the Original  Indenture and in the
         thirty-one Supplemental Indentures thereto, which land and interests in
         land are described in Exhibit A to this Restated Indenture, except land
         and  interests in land which have been  specifically  released from the
         Lien  of the  Indenture  from  time  to  time;  (b)  all  other  lands,
         easements,  servitudes and other rights and interests in or relating to
         real  property  or  the  occupancy  or use of the  same;  and  (c)  all
         buildings, offices, warehouses and other structures and improvements of
         whatever kind and nature situated upon the real property.

                             GRANTING CLAUSE SECOND
                               (Generating Plants)

               All electric  generating plants and stations in which the Company
          has an  ownership  interest  at the  date  of the  execution  of  this
          Restated Indenture,  including all powerhouses,  structures and works,
          and the land on which the same are  situated,  and all other lands and
          easements, water rights, rights-of-way,  permits, privileges,  towers,
          poles,  wires,  machinery,  equipment,  appliances,  appurtenances and
          sites forming a part of such plants and  stations,  or any of them, or
          occupied, enjoyed or used in connection therewith.

                              GRANTING CLAUSE THIRD
                              (Transmission System)

               All electric transmission lines of the Company owned by it at the
          date of the execution  hereof,  including  towers,  poles, pole lines,
          wires,  switch racks,  switch boards,  insulators and other appliances
          and equipment,  and all other  property of the Company  forming a part
          thereof  or  pertaining  thereto,  and  all  service  lines  extending
          therefrom,   together  with  all  of  the  Company's   real  property,
          rights-of-way,  and  easements  over or relating to the  construction,
          maintenance or operation  thereof,  through,  over, under, or upon any
          private property.

                             GRANTING CLAUSE FOURTH
                                  (Substations)

               All the substations  and switching  stations of the Company owned
          by  it  at  the  date  of  the  execution  hereof  for   transforming,
          distributing or otherwise  regulating electric current,  together with
          all of  the  Company's  buildings,  transformers,  wires,  insulators,
          appliances,  equipment,  and all other property,  real or personal, of
          the Company,  forming a part of or pertaining to or used,  occupied or
          enjoyed  in  connection  with any of such  substations  and  switching
          stations.

                                       GRANTING CLAUSE FIFTH
                                       (Distribution System)

               All electric  distribution  systems of the Company owned by it at
          the date of the execution hereof, including substations, transformers,
          switchboards,  towers, poles, wires,  insulators,  subways,  manholes,
          cables,  appliances,  equipment and all other property of the Company,
          real or  personal,  forming  a part  of or  appertaining  to or  used,
          occupied or enjoyed in connection with such distribution  systems,  or
          any of them,  together with the Company's  rights-of-way and easements
          relating to the construction, maintenance or operation thereof.

                                       GRANTING CLAUSE SIXTH
                                     (After-Acquired Property)

               All property (other than Excepted  Property and property released
          from the Lien of this Restated  Indenture  under Article Seven) of the
          kind and nature  described in Granting Clauses First,  Second,  Third,
          Fourth and Fifth which may be hereafter  acquired by the  Company,  it
          being the intention of the Company that all such property  acquired by
          the  Company  after the date of the  execution  and  delivery  of this
          Restated  Indenture shall be as fully embraced within and subjected to
          the Lien  hereof as if such  property  were owned by the Company as of
          the date of the execution and delivery of this Restated Indenture.

                                      GRANTING CLAUSE SEVENTH
                           (Property Company May Cause to be Mortgaged)

               Also any and all  property,  real,  personal or mixed,  including
          Excepted Property,  that may, from time to time hereafter, by delivery
          or by  writing  of any kind  for the  purposes  hereof  be in any wise
          subjected  to the lien  hereof or be  expressly  conveyed,  mortgaged,
          assigned,  transferred,  deposited  or  pledged  by the  Company or by
          anyone in its  behalf or with its  consent,  to and with the  Trustee,
          which is hereby authorized to receive the same at any and all times as
          and  for  additional  security  and  also,  when  and  as  hereinafter
          provided,  as substituted security hereunder,  to the extent permitted
          by law. Such conveyance,  mortgage,  assignment,  transfer, deposit or
          pledge or other  creation  of lien by the  Company or by anyone in its
          behalf  or  with  its  consent  of or  upon  any  property  as and for
          additional   security  may  be  made  subject  to  any   reservations,
          limitations,  conditions and provisions which shall be set forth in an
          instrument  or  agreement  in writing  executed  by the Company or the
          person or corporation conveying, assigning, mortgaging,  transferring,
          depositing or pledging the same or by the Trustee, respecting the use,
          management  and  disposition  of the property so  conveyed,  assigned,
          mortgaged, transferred, deposited or pledged, or the proceeds thereof.

                             GRANTING CLAUSE EIGHTH
                               (Excepted Property)

               There is, however,  expressly excepted and excluded from the Lien
          of this Restated  Indenture the  following  described  property of the
          Company, herein sometimes referred to as "Excepted Property":

                    A.  all  cash  on  hand,  in  banks  or in  other  financial
               institutions with which the Company maintains deposits, shares of
               stock,  bonds,   notes,   evidences  of  indebtedness  and  other
               securities not hereafter paid or delivered to, deposited with, or
               held by, the Trustee hereunder or required so to be;

                    B. all contracts,  leases and other agreements of whatsoever
               kind and nature  (including pole attachment  agreements and joint
               pole  agreements),   contract  rights,  bills,  notes  and  other
               instruments,   accounts  receivable,  claims,  credits,  demands,
               judgments,  choses in action,  patents, patent licenses and other
               patent rights, patent applications,  trade names,  trademarks and
               other general intangibles;

                    C. all permits,  licenses,  franchises  (including municipal
               franchises  and other  rights  to use  public  ways)  and  rights
               (however  characterized)  granted by any governmental entity with
               respect to air,  water or other types of  pollution  or pollution
               credits;

                    D. all motor vehicles,  automobiles,  buses,  trucks,  truck
               cranes,   tractors,   trailers  and  similar  vehicles,   movable
               equipment,  all rolling  stock,  railcars,  containers  and other
               railroad equipment,  all vessels,  boats, barges and other marine
               equipment, all airplanes,  airplane engines and flight equipment,
               and all components,  spare parts, accessories,  supplies and fuel
               used or to be used in connection with any of the foregoing;

                    E. all goods, wares, merchandise, equipment, spare parts and
               tools held for sale or lease in the  ordinary  course of business
               or for  use  or  consumption  in,  or in the  operation  of,  any
               properties  of, or for the  benefit of, the  Company,  or held in
               advance of use  thereof  for  maintenance,  replacement  or fixed
               capital  purposes;  all fuel,  materials  and  supplies and other
               personal  property  which  are  consumable   (otherwise  than  by
               ordinary  wear and  tear) in their  use in the  Electric  Utility
               Business;

                    F. all office furniture and office equipment; all satellites
               and other  equipment  and  materials  used or to be used in outer
               space;  all  business  machines;  all  communications   equipment
               (including  telephone  equipment);  all computer  equipment;  all
               record  production,  storage  and  retrieval  equipment;  and all
               components,  spare  parts,  accessories,   programs  (other  than
               computer  software) and supplies used or to be used in connection
               with any of the foregoing;

                    G. all crops,  timber,  sand, gravel,  rocks, earth, natural
               gas, coal, ore, uranium,  gas, oil and other minerals  harvested,
               mined or extracted or otherwise separated from the land, or lying
               or being upon,  within or under any  properties  of the  Company,
               including  the Trust  Estate,  all  mineral  rights,  leases  and
               royalties  and income  therefrom,  and all rights to explore  for
               minerals,  and gas or oil  wells  or any  lease  or  real  estate
               acquired for the purpose of obtaining gas or oil rights;

                    H. all electric energy, steam, water, ice and other products
               generated,  manufactured,  produced, provided or purchased by the
               Company for sale,  transmission  or distribution or used or to be
               used by the Company;

                  I.       all leasehold interests and leasehold improvements;

                  J.       all property, real, personal and mixed, which is:

                         (i)  not  specifically  subjected  or  required  to  be
                    subjected  to the  Lien of this  Restated  Indenture  by any
                    express provision hereof; and

                         (ii)  not  used or to be used in the  Electric  Utility
                    Business,  or  in  connection  with  the  operation  of  any
                    property specifically  subjected or required to be subjected
                    to the  Lien  of  this  Restated  Indenture  by the  express
                    provisions hereof;

                  K.       the Company's franchise to be a corporation; and

                  L.       all books and records;

                    it being understood that the Company may, however,  pursuant
                    to the Seventh  Granting  Clause of the Restated  Indenture,
                    subject to the Lien of this Restated  Indenture any Excepted
                    Property,  whereupon  the same  shall  cease to be  Excepted
                    Property.

                              GRANTING CLAUSE NINTH

         TOGETHER  WITH  ALL  AND  SINGULAR  the  tenements,  hereditaments  and
appurtenances  belonging or in anywise  appertaining to the Trust Estate, or any
part thereof, with the reversion or reversions, remainder and remainders, rents,
issues, income and profits thereof, and all the right, title, interest and claim
whatsoever,  at law or in  equity,  which  the  Company  now has or which it may
hereafter acquire in and to the Trust Estate and every part and parcel thereof.

         TO HAVE AND TO HOLD the Trust  Estate and all and  singular  the lands,
properties,  estates,  rights,  privileges and  appurtenances  hereby mortgaged,
conveyed,  pledged,  or assigned,  or intended so to be,  together  with all the
appurtenances  thereunto  appertaining,  unto the Trustee and its successors and
assigns forever;

         Subject, however, to Permitted Encumbrances;

         BUT IN  TRUST,  NEVERTHELESS,  for the  equal  and  proportionate  use,
benefit,  security and  protection of those who from time to time shall hold the
Bonds  authenticated  and  delivered  hereunder  and duly issued by the Company,
without  any  discrimination,  preference  or  priority of any one Bond over any
other by reason of priority in the time of issue, sale or negotiation thereof or
otherwise,  except  as  provided  in  Section  9.02,  so that,  subject  to said
provisions,  each and all of said  Bonds  shall  have the same  right,  lien and
privilege  under this  Restated  Indenture and shall be equally  secured  hereby
(except as any sinking,  amortization,  improvement,  renewal or other analogous
fund,  established in accordance with the provisions of this Restated Indenture,
may afford  additional  security  for the Bonds of any  particular  series,  and
except any covenant of the Company  with respect to the refund or  reimbursement
of taxes,  assessments or other governmental charges on account of the ownership
of the Bonds or the income derived therefrom, for which the holders of the Bonds
shall look only to the  Company  and not to the  property  hereby  mortgaged  or
pledged),  and shall have the same proportionate interest and share in the Trust
Estate,  with the same effect as if all of the Bonds had been  issued,  sold and
negotiated  simultaneously on the date of the delivery hereof;  and in trust for
enforcing  payment of the  principal of the Bonds and of the  interest  thereon,
according  to the tenor,  purport  and effect of the Bonds and of this  Restated
Indenture, and for enforcing the terms,  provisions,  covenants and stipulations
herein and in the Bonds set forth;

         UPON CONDITION that, if the Company, its successors and assigns,  shall
pay or cause to be paid the  principal of and  interest and premium,  if any, on
said Bonds or shall  provide as  permitted  hereby  for the  payment  thereof by
depositing  with the Trustee the entire  amount due or to become due thereon for
principal,  interest and premium,  if any, and if the Company  shall also pay or
cause to be paid all other sums  payable  hereunder  by it,  and shall  strictly
observe and perform all of the terms, provisions and conditions of this Restated
Indenture, then this Restated Indenture and the estate and rights hereby granted
shall cease, determine and be void, otherwise to be and remain in full force and
effect.

         IT IS HEREBY FURTHER COVENANTED, DECLARED AND AGREED by and between the
parties  hereto  that all such  Bonds  are to be  authenticated,  delivered  and
issued,  and that all property subject or to become subject hereto is to be held
upon the uses,  trusts and  purposes  hereinafter  set forth and  subject to the
covenants,  agreements,  and conditions  hereinafter set forth, and the Company,
for itself,  its successors and assigns,  does hereby  covenant and agree to and
with the Trustee and its successors in such trusts, for the benefit of those who
shall hold said Bonds or any of them, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01.  Definitions.

         For all  purposes  of this  Restated  Indenture,  except  as  otherwise
specifically provided or unless the context otherwise requires:

                    (a)  The terms  defined in this  Article  have the  meanings
                         assigned to them in this Article and include the plural
                         as well as the singular;

                    (b)  All terms used herein  (and which are not  specifically
                         defined   herein)   which  are  defined  in  the  Trust
                         Indenture Act, either directly or by reference  herein,
                         have the meanings assigned to them therein;

                    (c)  All terms used herein  (and which are not  specifically
                         defined  herein)  which  are  defined  in  the  Uniform
                         Commercial   Code  (as  in  effect   in  the   relevant
                         jurisdiction)   have  the  meanings  assigned  to  them
                         therein;

                    (d)  The word "or" is not exclusive;

                    (e)  All accounting terms not otherwise  defined herein have
                         the  meanings  assigned  to  them  in  accordance  with
                         Generally Accepted Accounting Principles; and

                    (f)  All  references  herein to  "Articles,"  "Sections" and
                         other  subdivisions are to the corresponding  Articles,
                         Sections  or  other   subdivisions   of  this  Restated
                         Indenture. The words "herein," "hereof" and "hereunder"
                         and  other  words  of  similar  import  refer  to  this
                         Restated Indenture as a whole and not to any particular
                         Article, Section or other subdivision.

         "Accountant" is any individual who is a certified or public  accountant
         or any firm or copartnership of certified or public accountants.

         "Additions Credit." If and whenever any Net Bondable Additions or Gross
         Bondable  Additions are certified or made a part of an  application  to
         the Trustee for any purpose under this Restated  Indenture,  any amount
         is in excess of that required for such purpose, the excess amount shall
         constitute an Additions  Credit and may be carried  forward and used as
         Property Additions for additional certifications and applications under
         this Restated Indenture.  The Company shall have the right, at any time
         and from time to time,  to establish an Additions  Credit by delivering
         to the Trustee the  Certificates,  Opinions and Other Instruments which
         would be required to be delivered to the Trustee  under Section 4.02 B,
         Clauses (1) through (11),  (13) and (14) and Sections 4.02,  Paragraphs
         C, D and E of this Restated Indenture.

         "Affiliate,"  when  used with  reference  to the  Company  or any other
         person who is liable on the Bonds, is an individual,  firm, corporation
         or other legal entity which directly or indirectly, through one or more
         intermediaries,  controls,  or is  controlled  by,  or is under  common
         control with,  the Company or such other person.  The term "control" is
         the possession, directly or indirectly, of the power to direct or cause
         the direction of the management and policies of a firm,  corporation or
         other legal entity, whether through the ownership of voting securities,
         by contract or otherwise.

         "Amount" of any  Property  Additions  is the Cost to the Company or the
         Fair Value to the Company at the time of  determination  (whichever  is
         less) of such Property Additions.

          "Appraiser" is any corporation,  qualified individual or copartnership
          who is engaged in the business of appraising property.

         "Authorized  Newspaper,"  when  used  with  reference  to a  particular
         municipality shall mean a newspaper printed in the English language and
         regularly  published and of general circulation in such municipality at
         least  once on each day,  other  than  holidays  and  Sundays,  in each
         calendar week.

          "Board of  Directors  of the Company" is the Board of Directors of the
          Company or an Executive Committee thereof.

         "Bonded Cash" is and includes:

                           (1) Cash deposited with the Trustee under Section
                  5.01;

                           (2) Cash  (including  the proceeds of purchase  money
                  obligations)  deposited or required to be  deposited  with the
                  Trustee to obtain the release of, or representing the proceeds
                  of the taking by eminent domain or of the purchase by a public
                  authority or of any other  disposition of, or of insurance on,
                  any Bonded Property;

                           (3) Cash  repaid to the  Trustee  pursuant to Section
                  8.07 in respect  of  refunds  of taxes to the extent  that the
                  amount  withdrawn  by the Company in respect of  reimbursement
                  for such taxes shall have been Bonded Cash;

                           (4)  Cash  held  by  the  Trustee  in  any   sinking,
                  amortization, improvement, renewal or other analogous fund, if
                  any,  which may  hereafter  be created as  provided in Section
                  2.05, but only to the extent that the  supplemental  indenture
                  or other instrument creating such fund provides that such cash
                  shall be Bonded Cash; and

                           (5)  Cash  held by the  Trustee  to pay or  redeem
                  any indebtedness secured by a Prior Lien.

          "Bonded Property" is and includes:

                           (1) All property (other than Excepted Property) owned
                  by the  Company  on or  prior  to  November  1,  1941,  except
                  materials and supplies;  provided,  however,  that salvaged or
                  reclaimed property which shall have been a part of any present
                  or future Bonded Property  retired by the Company,  shall from
                  and after the date of its retirement, be deemed to be Unbonded
                  Property for all purposes hereof;

                           (2) All Property  Additions  which have been made the
                  basis  for the  authentication  and  delivery  of Bonds or the
                  release of any Bonded  Property from the Lien of the Indenture
                  and this  Restated  Indenture or the  withdrawal of any Bonded
                  Cash (or Unbonded Cash, if withdrawn  under Section 8.03) from
                  the Trustee, but not including Additions Credit;

                           (3) All purchase money obligations and all securities
                  delivered or required to be  delivered  to the Trustee  either
                  (i) to obtain the release of any Bonded Property from the Lien
                  of the  Indenture  and the  Restated  Indenture or (ii) as the
                  proceeds  of  Bonded  Property  taken  by  eminent  domain  or
                  purchased by any governmental  body or agency upon exercise of
                  any right which it may have to purchase the same;

                           (4) All property  acquired by the Company to replace,
                  or in lieu of, Bonded Property sold or disposed of pursuant to
                  Paragraph  (b) of  Section  7.01,  or to  repair,  replace  or
                  restore  insured Bonded Property which shall have been damaged
                  or destroyed,  but the proceeds of that insurance  which shall
                  not have been  required to be paid to the Trustee  pursuant to
                  the provisions of Section 9.09 shall not be Bonded Property;

                           (5) All Property  Additions  certified to the Trustee
                  to meet maintenance  requirements under the Indenture prior to
                  the adoption of the Restated Indenture; and

                           (6) All Property  Additions  previously  certified to
                  the  Trustee  to  meet  the   requirements   of  any  sinking,
                  amortization, improvement, renewal or other analogous fund, if
                  any, which may hereafter be created as provided in Paragraph D
                  of Section  2.05,  but only if, and to the  extent  that,  the
                  supplemental  indenture or other instrument creating such fund
                  shall preclude the certification of such Property Additions as
                  a basis for the  authentication  and  delivery  of Bonds under
                  this Article.

         "Bondholder"  and  "holder"  shall  include  the  plural as well as the
         singular number, and vice versa, unless otherwise expressly  indicated,
         and  shall  include  both the  bearer  of a Bond not  registered  as to
         principal  and  the  registered  owner  of  a  Bond  registered  as  to
         principal.

          "Bonds" are any bonds  authenticated and delivered under this Restated
          Indenture, including the Existing Bonds.

         "Certifiable Net Earnings" are defined at Section 4.01, Paragraph B.

         "Certificate  of the  Company" is a written  certificate  signed by its
         Chairman  of  the  Board,  President  or a  Vice-President  and  by the
         Treasurer or an Assistant Treasurer of the Company,  wherein the person
         signing  shall certify to the  correctness  of the  statements  therein
         contained.

         "Company" is Black Hills Corporation,  a South Dakota corporation,  and
         any  successor  corporation  which shall  become  such  pursuant to the
         applicable  provisions  of  this  Restated  Indenture,  and  thereafter
         "Company" shall mean such successor.

          "Corporation" or "corporation" also includes  voluntary  associations,
          joint stock companies and other similar organizations.

         "Cost" to the Company of Property  Additions shall be taken to mean the
         sum of (1) the amount of cash expenditures made or agreed to be made by
         the Company therefor,  (2) the Fair Value, at the time of installation,
         of all  materials  and  supplies  of the Company  (not  included in the
         preceding  Clause  (1))  which  have  been  installed  as  part of such
         Property  Additions,  including  all salvaged or reclaimed  property so
         installed  which shall have been  included in any Property  Retirements
         then  or  theretofore   certified  to  the  Trustee  in  a  Retirements
         Certificate under any provision hereof, whether or not such salvaged or
         reclaimed  property shall upon such retirement have been transferred to
         materials and supplies  account,  (3) the Fair Value in cash (as of the
         date of delivery) of any securities delivered as consideration for such
         Property  Additions  and (4) the  aggregate of the amounts  expended or
         agreed to be expended (excluding any amounts expended or to be expended
         in  respect of  interest  or  premium)  by the  Company to procure  the
         satisfaction or discharge of any  indebtedness  secured by a Prior Lien
         upon such Property Additions  outstanding or created at the time of the
         acquisition  thereof or to cause the  mortgage  or other lien  securing
         such  indebtedness to become a Prepaid Lien, as defined in this Section
         1.01,  unless such amounts shall have  theretofore been included in the
         Cost of other  Property  Additions  subject to the same Prior Lien. The
         Cost to the Company of any new plant or system  acquired as an entirety
         from  others  may be deemed to include  the Cost to the  Company of any
         franchises, rights and intangible property simultaneously acquired with
         the same,  for which no separate or distinct  consideration  shall have
         been paid or apportioned. The Cost to the Company of any property, part
         of which constitutes Property Additions,  and part does not, and all of
         which is  acquired  for a single  consideration,  shall in all cases be
         properly allocated in the Property Additions Certificate filed with the
         Trustee  pursuant  to  Paragraph  B of  Section  4.02.  In the  case of
         Property  Additions subject to a Prior Lien or Liens, the Fair Value of
         such  additions  shall be determined as if such  additions were free of
         such lien or liens.  In the case of Property  Additions  consisting  of
         property owned by a successor corporation immediately prior to the time
         it shall have become such by  consolidation,  merger or  conveyance  as
         provided in Article Thirteen, the Cost to the Company shall be the cost
         thereof to such successor  corporation,  less  applicable  reserves for
         depreciation,  retirements  and/or depletion  immediately prior to such
         consolidation, merger or conveyance.

         "Deposit of Bonds." Whenever, in connection with any application to the
         Trustee under this Restated Indenture,  the Company shall deposit Bonds
         with the Trustee or shall, in lieu of such deposit as herein  provided,
         deliver to the Trustee a certificate that certain Bonds have been paid,
         redeemed or  otherwise  retired or that cash has been  deposited  or is
         held in trust  sufficient  to pay or  redeem,  and for the  purpose  of
         paying or redeeming,  certain  Bonds,  such Bonds are sometimes  herein
         referred  to as having  been "used" or having been "made the basis" for
         the purpose accomplished by such application.

         "Electric   Utility  Business"  is  the  business  of  the  generation,
         transmission,  distribution  and/or  sale of  electricity,  or any part
         thereof.

         "Engineer" is an individual or a copartnership or a corporation engaged
         in the engineering  profession who, unless specifically  required to be
         an Independent  Engineer,  may be regularly  employed in the service of
         the Company or of an Affiliate.

         "Event of Default" is one of the events described in Section 11.01.

          "Excepted  Property"  is that  property  of the Company  described  in
          Granting Clause Eighth of this Restated Indenture.

         "Existing Bonds" are those Bonds Outstanding as of the execution of the
         Restated Indenture and are described in Article Three.

         "Fair Value" is the value of property as  determined  by an Engineer or
         Independent  Engineer in compliance  with Article Four. In  determining
         the Fair  Value of any plant or system  acquired  as an  entirety  from
         others,  consideration  shall be given only to the value,  in place, of
         the  physical  property  acquired.  In the case of  Property  Additions
         subject  to a Prior  Lien or Liens,  the Fair  Value of such  additions
         shall be  determined  as if such  additions  were  free of such lien or
         liens.  For the  purposes  of  Section  7.02,  "Fair  Value" is further
         defined at Paragraph A of Section 7.02.

         "Gross  Bondable   Additions"  is  the  Amount  of  certified  Property
         Additions  which have not previously  become Bonded  Property and which
         are not subject to any lien, charge or encumbrance prior to the Lien of
         this   Restated   Indenture,   except   Prepaid   Liens  and  Permitted
         Encumbrances.

         "Indenture" is the Original  Indenture as  supplemented  and amended by
         thirty-one  supplemental  indentures thereto. The Indenture is restated
         by this  Restated  Indenture.  Reference  to the  Indenture in the bond
         forms of  Existing  Bonds  attached as Exhibits B, C, D, E, F and G are
         deemed to refer to this Restated Indenture.

         "Independent," when applied to any accountant,  engineer, appraiser, or
         other expert,  shall mean such a person who (a) is in fact independent;
         (b) does not have any substantial interest,  direct or indirect, in the
         Company or in any other  obligor upon the Bonds issued  hereunder or in
         any person  directly or indirectly  controlling,  or controlled  by, or
         under direct or indirect  common  control with, the Company or any such
         other  obligor;  and (c) is not connected with the Company or any other
         obligor  upon the Bonds  issued  hereunder  or any person  directly  or
         indirectly  controlling,  or controlled by, or under direct or indirect
         common control with,  the Company or any other obligor,  as an officer,
         employee, promoter, underwriter,  trustee, partner, director, or person
         performing similar functions.

         "Lien"  is  any  mortgage,  pledge,  security  interest,   encumbrance,
         easement, lease, reservation, restriction, servitude, charge or similar
         right  or  lien  of  any  kind,  including,   without  limitation,  any
         conditional sale or other title retention  agreement,  any lease in the
         nature  thereof,  any filing of, or  agreement to give,  any  financing
         statement under the Uniform  Commercial Code of any  jurisdiction,  and
         any defect or irregularity in record title.

         "Net  Bondable  Additions" is the amount of Gross  Bondable  Additions,
         plus the amount of any then unused  Additions  Credit which the Company
         is  entitled  to  use  and  elects  to  use,  less  the  amount  of Net
         Retirements.

         "Net  Retirements"  as of any particular  date shall mean the Amount of
         all Retirements up to that date not previously certified to the Trustee
         in a Retirement  Certificate filed under any provision of this Restated
         Indenture,   less  the  aggregate  amount  of  all  Retirement  Credits
         applicable  thereto.  If in any case the aggregate amount of applicable
         Retirement  Credits exceeds the amount of Retirements shown in any such
         Retirements Certificate,  the amount of Net Retirements for the purpose
         of such certificate  shall be deemed to be zero, but such excess may be
         carried forward and used as a Retirement  Credit in a future Retirement
         Certificate.

         "Opinion of Counsel"  is a written  opinion of counsel  selected by the
         Company,  who  may be  counsel  for  the  Company,  and  who  shall  be
         acceptable to the Trustee.

         "Original  Indenture"  is the  Indenture of Mortgage and Deed of Trust,
         dated September 1, 1941,  entered into between the Central Hanover Bank
         and  Trust  Company  and  the  Company.   The  Original  Indenture  was
         supplemented and amended by thirty-one supplemental  indentures,  which
         is referred to as the  Indenture and which is restated by this Restated
         Indenture.

         "Outstanding"  or  "outstanding,"  when used as of any particular  time
         with reference to Bonds, are all of the Bonds which  theretofore  shall
         have been  authenticated  and  delivered  under the  Indenture and this
         Restated Indenture, except:

                    (a)  Bonds  theretofore   canceled  or  surrendered  to  the
                         Trustee for cancellation;

                    (b)  Bonds for the payment or  redemption  of which money in
                         the necessary  amounts shall have been  deposited  with
                         the  Trustee,  whether upon or prior to the maturity or
                         the  redemption  date of such Bonds,  provided  that if
                         such  Bonds are to be  redeemed  prior to the  maturity
                         thereof,  notice  of such  redemption  shall  have been
                         given, as provided herein,  or provisions  satisfactory
                         to the Trustee shall have been made therefor;

                    (c)  Any  reference  to  the  holders  of  a  majority  or a
                         particular  percentage of the Bonds,  or to the holders
                         of a majority or a particular  percentage  of the Bonds
                         of a particular  series,  shall mean the holders at the
                         time  in  question  of  a  majority  or  the  specified
                         percentage in aggregate  principal amount of all of the
                         Bonds then outstanding  under this Restated  Indenture,
                         or of all of the Bonds of such  particular  series then
                         outstanding under this Restated Indenture,  as the case
                         may be,  excluding Bonds owned by or for the account or
                         benefit  of the  Company  or any  other  person  who is
                         liable on the Bonds,  or an Affiliate of the Company or
                         of any such  persons;  provided that for the purpose of
                         determining  whether the Trustee  shall be protected in
                         relying on any  notice,  request,  direction,  consent,
                         waiver or other  action by the  holders of Bonds,  only
                         Bonds  which the  Trustee  knows are so owned  shall be
                         excluded; and

                    (d)  Bonds in lieu of and in  substitution  for which  other
                         Bonds shall have  authenticated and delivered  pursuant
                         to the terms of Section 2.12.

          "Permitted  Encumbrances"  are as of any  particular  time  any of the
          following:
                  (1)      Liens for taxes, assessments, or governmental charges
                           for the then current year and taxes,  assessments  or
                           governmental charges not then due and delinquent;

                  (2)      Liens for taxes,  assessments or governmental charges
                           already  due,  but the  validity  of  which  is being
                           contested at the time by the Company in good faith as
                           provided in Section 9.04;

                  (3)      Liens and charges  incidental to  construction
                           effected  during the six months next  preceding such
                           time of which the Company has no notice;

                  (4)      Liens,  securing  obligations  neither assumed by the
                           Company nor on account of which it  customarily  pays
                           interest,  existing,  either at the date of execution
                           hereof, or, as to property  thereafter  acquired,  at
                           the time of  acquisition  by the  Company,  upon real
                           estate  or  rights  in or  relating  to  real  estate
                           acquired by the Company for substation,  transmission
                           line, distribution line, or right-of-way purposes;

                  (5)      Zoning laws and ordinances,  easements,  restrictions
                           and  similar   encumbrances   and  minor  defects  or
                           irregularities  of title  which do not impair the use
                           of the  property of the Company in the  operation  of
                           its business.

                           In determining,  for the purpose of any opinion to be
                  delivered  hereunder,  whether any such defect,  irregularity,
                  law  or  ordinance,   or  easement,   restriction  or  similar
                  encumbrance impairs the use of the property subject thereto in
                  the operation of the business of the Company,  counsel  giving
                  such opinion may, subject to the requirements of any statement
                  therein made pursuant to Section  1.02,  rely on an Engineer's
                  Certificate.

         "Person"  is  an  individual,   corporation,   partnership,   trust  or
         unincorporated organization, or a government or a political subdivision
         thereof.

         "Prepaid Lien" is any Prior Lien in respect of which cash sufficient to
         pay or redeem all  indebtedness  secured thereby shall be held in trust
         for such  purpose by the Trustee  hereunder  or by the trustee or other
         holder of such Prior Lien.

          "Principal office of the Trustee" is the main office of the Trustee in
          the Borough of Manhattan, City of New York.

         "Prior  Lien"  is and  includes  any  mortgage  or other  lien  (except
         Permitted  Encumbrances)  prior to the lien of this Restated  Indenture
         upon  property  hereafter  acquired  by the  Company,  existing on said
         property  and/or  placed  thereon  to  secure  unpaid  portions  of the
         purchase  price,  at the  time of  such  acquisition,  and  any  lease,
         conditional sales agreement or other title retention  contract existing
         in respect of said property or created to secure unpaid portions of the
         purchase price thereof.

         "Prior Lien Obligations" are any bonds or indebtedness and/or evidences
         of indebtedness  secured by a Prior Lien. The term "outstanding," as of
         any particular time when used with reference to Prior Lien Obligations,
         shall mean all obligations  secured by a Prior Lien, except Obligations
         for  whose  payment  or  redemption  sufficient  cash  shall  have been
         irrevocably  deposited in trust with the Trustee  hereunder or with the
         trustee or other holder of such Prior Lien.

         "Property Additions" are defined at Section 4.01, Paragraph A.

         "Resolution  of the Board" is a copy of a  resolution  certified by the
         Secretary or an Assistant  Secretary of the Company under its corporate
         seal to have  been  duly  adopted  by the  Board  of  Directors  of the
         Company,  at a  meeting  thereof  duly  called  and held and at which a
         quorum was present, and to be still in full force and effect.

         "Responsible   officer  or  officers"  of  the  Trustee   includes  the
         President,  any  Vice-President,   any  Assistant  Vice-President,  the
         Secretary,  the Treasurer,  and every officer and assistant  officer of
         the Trustee customarily performing functions similar to those performed
         by the foregoing  individuals or to whom any corporate  trust matter is
         referred  because of his knowledge of and familiarity with a particular
         subject.

         "Restated Indenture" is this Restated and Amended Indenture of Mortgage
         and Deed of Trust which is a restatement of the Indenture. The Restated
         Indenture is not a new indenture; and when such term is used herein, it
         refers to the Indenture as restated by this Restated Indenture.

         "Retirements" are (a) all Bonded Property which, since November 1, 1941
         (or prior  thereto,  as regards  any of the Trust  Estate  owned by the
         Company on November 1, 1941),  shall have been worn out,  abandoned  or
         destroyed,  or released  from the Lien of this  Restated  Indenture  or
         taken by eminent domain, or purchased by any public authority  pursuant
         to the right  reserved to or vested in it by any license or  franchise,
         or otherwise  disposed of by the Company,  or permanently  retired from
         service for any reason, whether or not renewed or replaced, and (b) all
         Bonded Property which at the time has permanently  ceased to be used or
         useful in the Electric Utility Business of the Company,  and whether or
         not the cost of any such property  referred to in the foregoing Clauses
         (a) or (b) shall have been written off or eliminated  from the books of
         the  Company,  except  that,  when a minor  item of  property  has been
         replaced by other  property of equal value and  efficiency and the cost
         of such  replacement has been charged to maintenance,  repairs or other
         similar  account,  the property  replaced  shall not be considered as a
         Retirement.

                  The "amount" of all Retirements shall be as follows:

                  (1)      As to  property  owned by the  Company on or prior to
                           November 1, 1941,  the book value of such property on
                           November 1, 1941,  or on the date when such  property
                           became a Retirement in the case of Retirements  prior
                           to November 1, 1941 (such book value to be  estimated
                           if  necessary  as to  particular  property),  without
                           deducting   therefrom  any  applicable  reserves  for
                           depreciation and/or retirements;

                  (2)      As to Property  Additions  or other  Bonded  Property
                           acquired  after  November  1,  1941,  the Cost to the
                           Company  or the  Fair  Value  thereof  (whichever  is
                           less),  as  certified to the Trustee at the time said
                           Property  Additions  (or other such Bonded  Property)
                           became Bonded Property (estimated,  if necessary,  as
                           to particular  property) or, if no such certification
                           shall  have  been  made  hereunder,   then  the  Cost
                           thereof.  The  Company  will  not,  on  or  prior  to
                           November  1, 1941,  change the book value of property
                           owned by it.

         "Retirement  Credits" are the  following  credits  which may be applied
         against  the  Retirements  at any time  certified  to the  Trustee in a
         Retirements Certificate under any provision hereof:

                  (1) (a) The  cash and the  principal  amount  of any  purchase
         money  obligations,  if any,  deposited  with the Trustee to obtain the
         release  of, or  representing  the  proceeds  of the  taking by eminent
         domain  or of the  purchase  by a  public  authority  or of  any  other
         disposition  of, or of  insurance  on,  any  property  included  in the
         Retirements then so certified, minus

                  (b) The maximum amount,  if any, then estimated by the Company
         to be withdrawable in partial  reimbursement  for taxes pursuant to the
         provisions of Section 8.07 in respect of such property, plus or minus

                  (c) Such sum,  if any,  as may be  necessary  to  reflect  any
         difference  not  previously  adjusted  between (i) amounts  theretofore
         estimated pursuant to the foregoing  subdivision (b) of this Clause (1)
         to be withdrawable in respect of property  previously released and (ii)
         the actual net amounts  withdrawn in respect of such property  pursuant
         to Section 8.07;

                  (If in any case the result of the calculation  required by the
         foregoing  subdivisions (a), (b) and (c) is less than zero, such amount
         shall be deducted from the aggregate amount of other Retirement Credits
         in computing Net Retirements.)

                  (2) The  Amount of all  Property  Additions,  if any,  used to
         obtain the release of any property  included in the Retirements then so
         certified; and

                  (3) The excess credit, if any, carried forward from a previous
         Retirements   Certificate,   as  provided  in  the  definition  of  Net
         Retirements in this Section 1.01.

         "Subsidiary"  is any  corporation,  more  than  50% of the  issued  and
         outstanding  shares  of which  having  ordinary  voting  power  for the
         election  of  directors  (whether or not at the time stock of any other
         class or  classes  shall or might  have  voting  power by reason of the
         happening  of any  contingency)  shall at the time be owned  legally or
         equitably  by the Company  and/or by one or more  Subsidiaries  as said
         term is herein defined.

         "Trustee" is The Chase  Manhattan  Bank, a  corporation  organized  and
         existing  under  the laws of the State of New York or,  subject  to the
         provisions  of Article  Fourteen,  its  successors in the trusts hereby
         created.

          "Trust  Indenture Act" is the Trust  Indenture Act of 1939, as amended
          and as in effect on the date hereof.

          "Unbonded  Cash" is cash,  other than Bonded Cash, held by the Trustee
          or by the trustee or other holder of a Prior Lien.

          "Unbonded Property" is and includes all property of the Company, other
          than Bonded Property and Excepted Property.

         "Written Order of the Company,"  "Written  Request of the Company," and
         "Written  Consent of the Company" are,  respectively,  a written order,
         request  or  consent  signed  in the  name  of the  Company  under  its
         corporate  seal by the  Chairman  of the  Board or the  President  or a
         Vice-President  and by the  Treasurer or an Assistant  Treasurer of the
         Company.

         Section 1.02.  Opinion and Certificate  Requirements.  Whenever in this
Restated Indenture it is provided that a certificate,  opinion or other document
shall comply with the  provisions  of this Section  1.02,  such  document  shall
include:

                  (1) a  statement  that the  person  making  such  certificate,
         opinion or other document has read the covenant or condition in respect
         of which such document is furnished; and

                  (2) a  brief  statement  as to the  nature  and  scope  of the
         examination  or  investigation  upon which the  statements  or opinions
         contained in such document are based; and

                  (3) a statement  that,  in the opinion of such person,  he has
         made such examination or investigation as is necessary to enable him to
         express an  informed  opinion as to  whether  or not such  covenant  or
         condition has been complied with; and

                  (4) a  statement  as to whether or not, in the opinion of such
         person, such covenant or condition has been complied with.

         Section  1.03.  Documentary  Requirements.  Wherever  in this  Restated
Indenture,  in  connection  with  any  application  for the  authentication  and
delivery  of Bonds  hereunder  or for the  withdrawal  of any moneys held by the
Trustee under any provision  hereof or for the execution of any release,  or any
other  application  or  certificate  or report to the Trustee  hereunder,  it is
provided that the Company shall deliver resolutions,  certificates,  statements,
opinions,  evidence,  reports,  orders and/or other papers as a condition of the
granting of such  application,  or as evidence of the Company's  compliance with
any condition or covenant  herein  contained,  it is intended that the truth and
accuracy,  at the time of the granting of such  application  or at the effective
date of such  certificate  or  report  (as the case  maybe),  of the  facts  and
opinions  stated  in  such  resolutions,   certificates,  statements,  opinions,
evidence,  reports, orders and/or other papers shall in each and every such case
be  conditions  precedent  to the right of the Company to have such  application
granted or to the  effectiveness  of such  certificate or report.  Nevertheless,
upon any such application, certificate or report, the resolutions, certificates,
statements,  opinions, evidence, reports, orders and/or other papers required by
any of the provisions of this Restated  Indenture to be delivered to the Trustee
as a  condition  of the  granting  of such  application,  or as evidence of such
compliance,  may, subject to the provisions of Section 14.02, be received by the
Trustee as conclusive evidence of any statement therein contained,  and, subject
to such  provisions,  shall be full  warrant,  authority  and  protection to the
Trustee  acting on the faith  thereof,  not only in respect of the statements of
fact therein made, but also in respect of the opinions therein set forth. Before
granting any such  application,  or accepting such evidence of  compliance,  the
Trustee shall not (subject to the provisions of Section 14.02) be under any duty
to make any further investigation into the truth of the matters evidenced by any
such resolution, certificate, statement, opinion, evidence, report, order and/or
other paper, but it may in its discretion make any such  independent  inquiry or
investigation  as to it may seem proper.  If the Trustee shall determine to make
such  further  inquiry,  it shall be entitled to examine the books,  records and
premises  of the  Company,  either  itself or by agent or  attorney,  and unless
satisfied,  with or without such  examination,  of the truth and accuracy of the
matters  stated  in  such  resolutions,   certificates,   statements,  opinions,
evidence,  reports,  orders and/or other papers, it shall be under no obligation
to  grant  the  application  or to  accept  such  evidence  of  compliance.  The
reasonable  expenses of every such examination or other inquiry shall be paid by
the Company or, if paid by the  Trustee,  shall be repaid by the  Company,  upon
demand,  with  interest at the rate of 6% per annum and,  until such  repayment,
shall be secured  under this  Restated  Indenture  in  priority to the Bonds and
coupons.

         Section  1.04.  Documentary  Requirements--More  Than  One  Certificate
Permissible.  Whenever  in this  Restated  Indenture  provision  is made for the
delivery of any  certificate,  opinion or other document signed by an officer or
officers of the Company or by any other person,  such  provision may be complied
with by the delivery of more than one  certificate or opinion or other document,
each covering a particular part of the matter or matters required to be included
in the  certificate  or opinion or other  document so provided  for; and in such
event such separate  certificates,  opinions or other  documents need not all be
signed  by  the  same   officers  or  persons,   provided   that  such  separate
certificates,  opinions or other documents shall, taken together, contain all of
the  statements  herein  provided for and be signed by an officer or officers or
person or persons, as the case may be, by whom the certificate, opinion or other
document so provided for is authorized or required to be signed.

         Section 1.05. Redemption  Requirements--Cash  Deposit. Wherever in this
Restated  Indenture it is provided or permitted  that there be deposited with or
held in trust by the Trustee or other  person cash  sufficient  to pay or redeem
any  bonds,  obligations  or other  indebtedness,  the  amount  of cash so to be
deposited or held shall be the principal  amount of such bonds,  obligations  or
other  indebtedness  and all unpaid  interest  thereon to maturity,  unless said
bonds,  obligations or other  indebtedness are redeemable and are to be redeemed
prior to maturity and there shall be furnished to the Trustee proof satisfactory
to it that notice of such  redemption  on a specified  redemption  date has been
duly  given or  provision  satisfactory  to the  Trustee  shall be made for such
notice, in which case the amount of cash so to be deposited or held shall be the
principal amount of such bonds, obligations or indebtedness and interest thereon
to the redemption date, together with the redemption premium, if any.

                                   ARTICLE TWO

                                    THE BONDS

         Section 2.01.  Bond Form. The text of the Bonds and the  certificate of
authentication  of the Trustee to be executed thereon are to be substantially in
the following form, with such appropriate  omissions,  insertions and variations
as are in this Restated Indenture provided or permitted.

                             (General Form of Bond)

      No._________                                         $____________

                             BLACK HILLS CORPORATION

                      FIRST MORTGAGE BOND, SERIES _________

                            Due _____________________

                  Black Hills Corporation  (hereinafter called the "Company"), a
         corporation organized and existing under the laws of the State of South
         Dakota, for value received, hereby promises to pay to
                                             ,  or registered  assigns,  on the
         day                      of                ,                       at
                                                                              ,
                                     Dollars,  in any coin or currency of the
         United  States of America which at the time of payment shall be legal
         tender for the payment of public and private debts, and to pay interest
         thereon from the date hereof, at the rate of
         per cent per annum, payable at
         in like coin or currency      annually on            and        in each
         year  until  the  principal hereof  shall have become due and  payable,
         and thereafter if default be made in the payment of such principal, at
         the rate of six per cent, per annum until the principal hereof shall
         be paid.

               This Bond is one of an  authorized  issue of Bonds of the Company
          known as its "First Mortgage Bonds," issued and to be issued in one or
          more series under,  and all equally and ratably secured (except as any
          sinking, amortization,  improvement,  renewal or other analogous fund,
          established  in  accordance   with  the  provisions  of  the  Restated
          Indenture  hereinafter  mentioned,  may afford additional security for
          the  Bonds of any  particular  series)  by, a  Restated  Indenture  of
          Mortgage  and  Deed  of  Trust  dated  as  of  ________________,  1998
          (hereinafter called the "Restated  Indenture") executed by the Company
          to The Chase Manhattan Bank (herein called the "Trustee"), as Trustee,
          to which Restated  Indenture and all indentures  supplemental  thereto
          reference is hereby made for a description of the properties mortgaged
          and pledged, the nature and extent of the security,  the rights of the
          holders of said Bonds and of the Trustee and of the Company in respect
          of such security,  and the terms and conditions  upon which said Bonds
          are and are to be issued and secured.

               To the extent permitted by the Restated Indenture and as provided
          therein,  with the consent of the Company and upon the written consent
          or affirmative  vote of at least  sixty-six and two-thirds per cent in
          principal  amount  of the  Bonds  then  outstanding  and  entitled  to
          consent,  and of not less than  sixty-six  and  two-third  percent  in
          principal amount of the Bonds then outstanding and entitled to consent
          of each series affected  thereby in case one or more but less than all
          of the series of Bonds  issued  under the  Restated  Indenture  are so
          affected, the rights and obligations of the Company and of the holders
          of Bonds and the terms and provisions of the Restated Indenture and of
          any instrument supplemental thereto may be modified from time to time,
          provided that no such  modification or alteration  shall be made which
          would postpone the date fixed herein or in the Restated  Indenture for
          the payment of the  principal of, or any  installment  of interest on,
          the Bonds, or reduce the principal of, or the rate of interest payable
          on, the Bonds,  or reduce the  percentage of the  principal  amount of
          Bonds the consent of which is required  for the  authorization  of any
          such modification of alternation,  or which would modify,  without the
          written  consent of the Trustee,  the rights,  duties or immunities of
          the Trustee.

               As provided in said Restated  Indenture,  said Bonds are issuable
          in series  which may vary as in said  Restated  Indenture  provided or
          permitted.  This  Bond is one of a  series  of bonds  entitled  "First
          Mortgage Bonds, Series ."

               (Here  insert  reference to  redemption  if Bonds of a particular
          series are  redeemable  and to sinking or other fund if such Bonds are
          entitled thereto.)

               If an event of default,  as defined in said  Restated  Indenture,
          shall occur,  the principal of this Bond may become or be declared due
          and  payable,  in the  manner  and with the  effect  provided  in said
          Restated Indenture.

               This  Bond is  transferable  by the  registered  owner  hereof in
          person or by attorney  authorized in writing,  at                   ,
          upon surrender for cancellation of this Bond and on payment of
          charges, and upon any such transfer  a new  registered  Bond,  of the
          same  series,  for the same aggregate  principal  amount,  will be
          issued  to the  transferee  in exchange herefor.

         (Here insert provisions for exchangeability, if any.)

               The  Company  and the  Trustee  may deem and treat the  person in
          whose name this Bond is registered as the absolute  owner hereof,  for
          the  purpose of  receiving  payment of or on account of the  principal
          hereof and  interest  due  hereon,  and  neither  the  Company nor the
          Trustee shall be affected by any notice to the contrary.

               No recourse  shall be had for the payment of the  principal of or
          the interest on this Bond,  or for any claim based hereon or otherwise
          in  respect   hereof  or  of  said   Indenture  or  of  any  indenture
          supplemental thereto, against any incorporator,  stockholder, director
          or officer, as such, past, present or future, of the Company or of any
          predecessor or successor  corporation,  either directly or through the
          Company or any predecessor or successor corporation, whether by virtue
          of any constitution,  statute or rule of law, or by the enforcement of
          any  assessment or penalty or by any legal or equitable  proceeding or
          otherwise  howsoever;  all such  liability  being,  by the  acceptance
          hereof and as a part of the  consideration  for the  issuance  hereof,
          expressly  waived and released by every holder  hereof,  as more fully
          provided in said Restated Indenture;  provided,  however, that nothing
          herein  or in said  Restated  Indenture  contained  shall  be taken to
          prevent  recourse to and the enforcement of the liability,  if any, of
          any shareholder or any stockholder or subscriber to capital stock upon
          or in respect of shares of capital stock not fully paid up.

               This Bond shall not be valid or become obligatory for any purpose
          until the certificate of authentication  hereon shall have been signed
          by the  Trustee,  or its  successor  as Trustee  under  said  Restated
          Indenture.

               IN WITNESS WHEREOF, the Company has caused this Bond to be signed
          in its name by its  President or one of its Vice  Presidents,  and its
          corporate seal to be impressed or imprinted hereon and attested by its
          Secretary or one of its Assistant Secretaries.

Dated,

                                            BLACK HILLS CORPORATION,

                                            By
                                                                    President.

Attest:

                  Secretary.

                  (FORM OF TRUSTEE'S CERTIFICATE OF
                    AUTHENTICATION FOR ALL BONDS)

               This  is one  of  the  Bonds  described  in the  within-mentioned
          Restated Indenture.

                                            THE CHASE MANHATTAN BANK,
                                                          As Trustee,

                                                By
                                                   Authorized Officer

         Section 2.02. Issuance of  Bonds--Limitations.  The aggregate principal
amount of Bonds which may be authenticated  and delivered and outstanding  under
this Restated Indenture is not limited, except as hereinafter in Articles Three,
Four,  Five and Six provided.  The power of the Company to issue Bonds hereunder
may be  exercised  from time to time  whenever  Bonds may be  authenticated  and
delivered  in  accordance  with  Articles  Three,  Four,  Five or Six;  and this
Restated  Indenture shall be and constitute a continuing Lien to secure the full
final payment of the principal of and interest on all Bonds which may, from time
to time, be executed,  authenticated and delivered hereunder,  and issued by the
Company.

         Section 2.03.  Registered Bonds. The Bonds issuable under this Restated
Indenture  shall be  issued as  registered  Bonds in series as from time to time
shall be authorized by the Board of Directors of the Company.

         Section 2.04.  Naming Series of Bonds. The Bonds of all series shall be
known and entitled generally as the "First Mortgage Bonds" of the Company.  With
respect to the Bonds of any particular  series,  the Company may  incorporate in
the general title of such Bonds the rate of interest  borne by the Bonds of such
series, the maturity date or any other words or figures  descriptive  thereof or
of the security  thereof or  distinctive  or definitive  of such series,  as the
Board of Directors of the Company may determine.

         Section 2.05. New Bonds--Optional  Provisions. The Bonds of each series
shall bear such date or dates,  shall be payable at such place or places,  shall
be transferable  or  registerable at such place or places,  shall mature on such
date, or in the case of serial maturities on such dates,  shall bear interest at
such rate, or in the case of serial  maturities  at such rates,  payable in such
installments  and on such dates,  and may be redeemable  before maturity at such
price or  prices  and upon  such  terms  and  conditions,  as shall be fixed and
determined  by  the  Board  of  Directors  of  the  Company,  and  as  shall  be
appropriately  expressed  in the Bonds of such  series.  The Company may, at the
time  of  the  creation  of any  particular  series  of  Bonds  or at  any  time
thereafter,  make,  and the Bonds of such  series may  contain any or all of the
following:

               A.  Provision  for the  payment  of the  principal  of and/or the
          interest on the Bonds of such series  without  deduction for specified
          taxes, assessments or other governmental charges;

               B.  Provision for refunding or  reimbursing to the holders of the
          Bonds  of  such  series,   specified   taxes,   assessments  or  other
          governmental  charges,  but the obligation of the Company to refund or
          reimburse any such taxes,  assessments or other  governmental  charges
          shall not be deemed to be a part of the  indebtedness  secured by this
          Restated Indenture;

               C.  Provision for the exchange or conversion of the Bonds of such
          series for or into new Bonds issuable  hereunder of a different series
          and/or shares of stock of the Company and/or other securities;

               D. Provision for a sinking, amortization, improvement, renewal or
          other analogous fund; and

               E. Provision limiting the aggregate principal amount of the Bonds
          of such series;

all to such  extent,  at such  times and upon such terms and  conditions  as the
Board of Directors of the Company may  determine  and fix. All Bonds of the same
series shall be identical as to date of maturity, rate of interest, and terms of
redemption if redeemable, except that in the case of serial maturities, they may
be of different maturity dates, rates of interest and terms of redemption.

         Each new series of Bonds shall be created by an indenture  supplemental
to the  Restated  Indenture  hereto  authorized  by a  Resolution  of the  Board
delivered to the Trustee.

         The Bonds of each series shall be substantially in the form as provided
at Section 2.01  hereofwith  such  omissions,  variations  and insertions as are
permitted by this  Restated  Indenture,  and may have such  letters,  numbers or
other marks of  identification  or designation  and such legends or endorsements
printed, lithographed or engraved thereon, as may be required to comply with the
rules of any securities  exchange or to conform to any usage in respect thereof,
or as may, consistently herewith, be prescribed by the Board of Directors of the
Company.  The form of the Bonds of each new series shall be  established  by the
indenture supplemental hereto creating such series as hereinabove provided.

         Section 2.06.  Denominations  and Interest Rates. The Bonds of each new
series  shall be issued in such  denominations  as the Board of Directors of the
Company may determine. The Bonds shall bear interest from, and shall be dated as
of,  the  interest  date  next  preceding  the date on which  the same  shall be
authenticated  by the Trustee,  or, if such date of  authentication  shall be an
interest  date,  such Bonds shall bear interest  from, and shall be dated as of,
such interest date, or, if such date of authentication  shall be a date prior to
the first  interest  payment date for Bonds of the series  being  authenticated,
such Bonds shall bear interest from, and shall be dated as of, the  commencement
of the first interest period for such series; provided, however, that, if at the
time of  authentication  of any Bond of any  series,  interest  is in default on
outstanding Bonds of such series,  such Bond shall bear interest from, and shall
be  dated  as of,  the  interest  date for such  series  to which  interest  has
previously been paid or made available for payment on outstanding  Bonds of such
series.

         Section 2.07. Exchange of Bonds. If and to the extent that the Company,
by  Resolution  of the  Board  delivered  to  the  Trustee,  or by an  indenture
supplemental hereto authorized by like resolution, shall so determine, either at
the time of the creation of any series of Bonds or at any time thereafter, Bonds
of such series may, at the option of the holders thereof, and upon the surrender
thereof to the Trustee,  be  exchanged  for Bonds of the same series of the same
aggregate  principal  amount,  but of a  different  authorized  denomination  or
denominations.  All Bonds  surrendered  for exchange  shall be  accompanied by a
written instrument of transfer, in form approved by the Company, executed by the
registered  owner in person or by attorney  authorized in writing.  All Bonds so
surrendered  shall be  forthwith  canceled by the Trustee.  All Bonds  executed,
authenticated  and delivered in exchange for Bonds so  surrendered  shall be the
valid  obligations  of the  Company,  evidencing  the  same  debt  as the  Bonds
surrendered,  and shall be secured by the Lien of this  Restated  Indenture  and
entitled to all of the benefits and protection  hereof to the same extent as the
Bonds in exchange for which they shall be executed, authenticated and delivered.
Any such  exchange of Bonds shall be subject to payment of the charges set forth
in Section 2.12.

         Section 2.08.  Execution of Bonds. From time to time the Bonds issuable
hereunder  shall be  executed  on behalf of the  Company by its  Chairman of the
Board,  President or a Vice-President,  under its corporate seal attested by its
Secretary or an Assistant  Secretary,  or by such other form of execution as may
be  prescribed in accordance  with  applicable  law by a Resolution of the Board
delivered to the Trustee.  The  corporate  seal of the Company may be affixed to
any Bond by printing,  engraving,  lithographing,  stamping or otherwise making,
placing or affixing, or causing to be printed, engraved,  lithographed,  stamped
or otherwise made, placed or affixed, upon such Bond, by any process whatsoever,
any  impression,  facsimile or other  representation  of said corporate seal. In
case any  officer of the  Company who shall have signed or sealed any Bond shall
cease to be such  officer  of the  Company  before  the Bond so signed or sealed
shall have been actually  authenticated and delivered by the Trustee, such Bond,
nevertheless, may be authenticated and delivered and issued as though the person
who had  signed or  sealed  such Bond had not  ceased  to be an  officer  of the
Company;  and also any Bond may be signed and sealed on behalf of the Company by
such  person as at the actual  date of the  execution  of such Bond shall be the
proper  officer of the  Company,  although  at the date of such Bond such person
shall not have been an officer of the Company.

         Section 2.09. Authentication of Bonds. The Bonds when executed shall be
delivered  to the  Trustee  for  authentication  by it;  and the  Trustee  shall
authenticate and deliver said Bonds as in this Restated  Indenture  provided and
not  otherwise.  Only  such  Bonds  as  shall  bear  thereon  a  certificate  of
authentication  substantially  in the form at Section  2.01 and  executed by the
Trustee, shall be secured by this Restated Indenture or be entitled to any Lien,
right or benefit hereunder.  No Bond shall be valid or become obligatory for any
purpose until such certificate of  authentication  shall have been duly executed
on such Bond;  and such  authentication  by the  Trustee  upon any Bond shall be
conclusive  evidence and the only evidence that the Board so  authenticated  has
been duly issued hereunder.

         Section 2.10. Temporary Bonds and Exchange.  Pending the preparation of
definitive  Bonds of any series the Company may execute,  and the Trustee  shall
authenticate  and deliver,  in lieu of such definitive  Bonds and subject to the
same  provisions,  limitations  and conditions,  one or more temporary  printed,
lithographed or typewritten Bonds, of any denomination  specified in the Written
Order of the Company for the authentication and delivery thereof,  substantially
of the  tenor of the  Bonds to be  issued  as  hereinbefore  recited,  with such
omissions,  insertions and  variations as the officers  executing such Bonds may
determine.  The Company shall without  unreasonable  delay,  at its own expense,
prepare,  execute and deliver to the Trustee, and thereupon,  upon the surrender
of temporary Bonds, the Trustee shall deliver in exchange  therefor,  definitive
authenticated  Bonds of the same series and for the same principal amount in the
aggregate as the temporary  Bonds  surrendered.  Definitive  Bonds may be in the
form of fully engraved Bonds or printed or lithographed  Bonds on steel engraved
borders. All temporary Bonds so surrendered,  whether in exchange for definitive
Bonds or for other temporary Bonds,  shall be forthwith canceled by the Trustee.
Until exchanged for definitive  Bonds,  each of the temporary Bonds shall in all
respects be entitled to the Lien and security of this  Restated  Indenture,  and
interest thereon, when and as payable,  shall be paid to the registered owner of
such Bond.

         Section 2.11.  Registrar and Registration.  The Trustee shall be deemed
to be and is  hereby  appointed  by the  Company  a  Registrar  of Bonds  issued
hereunder,  for the purpose of  registering  and  transferring  all Bonds issued
hereunder and entitled to be so registered or transferred, and the Company shall
keep or cause to be kept at the principal  office of the Trustee,  books for the
registration and transfer of Bonds issued hereunder;  and, upon presentation for
such purpose,  the Company shall,  under such  reasonable  regulations as it may
prescribe,  register  or  transfer  or cause  to be  registered  or  transferred
therein,  any of the Bonds issued  hereunder and entitled to be so registered or
transferred.

         Whenever the registered  owner of any registered  Bond shall  surrender
the same to the Company for  transfer at said  principal  office of the Trustee,
together with a written  instrument of transfer in form approved by the Company,
executed  by such  registered  owner in person,  or by  attorney  authorized  in
writing, the Company shall execute, and the Trustee shall authenticate,  and the
Company shall deliver in exchange therefor a new registered Bond or Bonds of the
same series,  for the same aggregate  principal amount. All Bonds so surrendered
shall be forthwith canceled by the Trustee.

         The  Company  shall  not be  required  to make  transfers  of  Bonds as
provided in this  Section for a period of two days next  preceding  any interest
payment date but shall not be prohibited hereby from so doing.

         Similar  books  may also be kept at such  other  place or places as the
Board of  Directors  of the  Company  may  determine  for the  registration  and
transfer of the Bonds of any particular series,  open at all times to inspection
by the  Trustee,  in  which  the  Bonds of such  series  may be  registered  and
transferred as in this Section provided; and such other place or places may (but
need not) be appropriately recited in the Bonds of such series.

         The Company and the Trustee may deem and treat the person in whose name
any Bond  shall be  registered  upon the books of the  Company  as  hereinbefore
provided,  as the  absolute  owner of such  Bond for the  purpose  of  receiving
payment of or on  account of the  principal  of and  interest  on such Bond and,
subject to the  provisions of  Subdivision  (b) of Section  9.17,  for all other
purposes; and all such payments so made to any such registered owner or upon his
order shall be valid and effectual to satisfy and  discharge the liability  upon
such Bond to the extent of the sum or sums so paid,  and neither the Company nor
the Trustee shall be affected by any notice to the contrary.

         Neither the Company nor the  Trustee  shall be bound to  recognize  any
person as the holder of a Bond  outstanding  hereunder unless and until his Bond
is submitted for inspection,  if required,  and his title thereto satisfactorily
established, if disputed.

         Section 2.12. Governmental Charges. For any exchange of Bonds for Bonds
of another  denomination,  or for any  transfer of any Bond,  the Company at its
option may require the payment of a sum sufficient to reimburse it for any stamp
tax or other  governmental  charge incident thereto,  and in addition thereto, a
further  sum not  exceeding  $2 for each new  Bond,  if any,  issued  upon  such
exchange or transfer.

     Section 2.13.  Bonds Without  Certificates  Allowed.  The Company may issue
Bonds without  certificates and under a  noncertificated  system of registration
for any series of Bonds as authorized by the Trustee.

         Section  2.14.  Replacement  of  Bonds.  In  case  any  Bond  shall  be
mutilated,  lost,  stolen  or  destroyed,  then,  upon  the  production  of such
mutilated Bond, or upon receipt of evidence  satisfactory to the Company and the
Trustee of the loss,  theft or destruction of such Bond and of the ownership and
authenticity thereof, and upon receipt also of indemnity satisfactory to each of
them, the Company in its discretion may execute, and thereupon the Trustee shall
authenticate  and  deliver a new bond of like tenor in  exchange  for,  and upon
cancellation  of, the mutilated  Bond or in lieu of the Bond so lost,  stolen or
destroyed; or, if any such mutilated,  lost, stolen or destroyed Bond shall have
matured or be about to mature,  instead of issuing a new Bond, the Company, with
the consent of the Trustee,  may pay the same without surrender thereof,  in the
case of any such lost,  stolen or destroyed Bond. Any new Bond issued under this
Section in lieu of any Bond alleged to have been lost, stolen or destroyed shall
constitute an original contractual obligation of the Company, whether or not the
Bond alleged to have been lost,  stolen or destroyed be at any time  enforceable
by anyone;  and such new Bond shall be entitled to the benefits of this Restated
Indenture equally and ratably with all other Bonds issued hereunder  (subject to
the  provisions  of  Section  9.02).  The  Company  and the  Trustee,  in  their
discretion,  may place upon any such new Bond a distinguishing  mark or a legend
to comply with the rules of any  securities  exchange or to conform to any usage
with  respect  thereto,  but such mark or  legend  shall in no wise  affect  the
validity of such new Bond.  The Company may at its option require the payment of
a sum sufficient to reimburse it for any stamp tax or other governmental charge,
and any expenses  incurred by the Company or the Trustee in connection  with the
issuance of any such new Bond,  and also a further sum not exceeding $2 for each
such new Bond.

                                  ARTICLE THREE

                                 EXISTING BONDS

         Section 3.01.  Series Y Bonds.  First Mortgage Bonds,  Series Y, 9.49%,
due June 15,  2018  (the  "Series Y  Bonds"),  have  been  duly  issued  and are
presently  outstanding  and secured by the Restated  Indenture in the  principal
amount outstanding of $5,420,000.

                  A. Attached to this Restated  Indenture as Exhibit B is a copy
         of the Bond form setting  forth the  interest  rate and other terms and
         conditions of the Series Y Bonds.

                  B. The Series Y Bonds shall be redeemable (except as otherwise
         provided in the  following  Paragraphs C or F of this Section  3.01) at
         the option of the Company,  at any time and from time to time, in whole
         or in part,  on or after  June 15,  1991,  in the  manner  and upon the
         notice  provided  in  Article  Ten of the  Restated  Indenture,  at the
         redemption  prices,  and subject to the conditions set forth in Exhibit
         B,  together,  in each case,  with accrued  interest to the  redemption
         date.  In the case of any  redemption  of  Series Y Bonds for which the
         Make-Whole  Premium set forth in Exhibit B may be payable,  the Company
         will give written notice to the registered owners of the Series Y Bonds
         to be  redeemed,  and to the  Trustee,  by telecopy  or other  same-day
         written communication,  three business days prior to the date fixed for
         redemption,  which notice shall set forth the  Make-Whole  Premium,  if
         any,  applicable  to  the  Series  Y  Bonds  to be  redeemed,  and  the
         calculations used to determine the amount of such premium.

                  C. Any  monies  applied  to the  redemption  of Series Y Bonds
         pursuant to the provisions of Section 8.08(a) of the Restated Indenture
         on or after  June 15,  1991 and on or  before  June 14,  2008,  and any
         monies  applied to the  redemption  of Series Y Bonds  pursuant  to the
         provisions  of Section  8.08(b) of the Restated  Indenture on or before
         June 14, 2008,  shall be so applied at a redemption price equal to 100%
         of the  principal  amount of the  Series Y Bonds to be  redeemed,  plus
         accrued  interest to the redemption  date,  plus an amount equal to the
         Make-Whole Premium set forth in the form of the Series Y Bonds provided
         in  Exhibit  B.  Monies  applied  to the  redemption  of Series Y Bonds
         pursuant to the provisions of Section 8.08(a) or Section 8.08(b) of the
         Restated  Indenture  on or after June 15,  2008,  shall be applied at a
         redemption  price equal to the  applicable  percentage of the principal
         amount of the Series Y Bonds to be redeemed set forth in Exhibit B plus
         accrued interest to the redemption date.

                  D. As a sinking fund for the retirement of Series Y Bonds,  so
         long as any of the Series Y Bonds  shall be  outstanding,  the  Company
         will deposit with the Trustee on June 14, 1998, and annually thereafter
         on each June 14 to and  including  June 14,  2017 (each such date being
         herein  sometimes  referred  to as a  "Series Y  Sinking  Fund  Payment
         Date"),  cash in an amount  sufficient  for the  redemption of $290,000
         aggregate  principal  amount of Series Y Bonds on the next ensuing June
         15 at a  redemption  price  of 100% of the  principal  amount  thereof,
         together,  in each case, with accrued  interest to the redemption date,
         and thereupon  the Trustee  shall apply such cash to the  redemption of
         said  aggregate  principal  amount of the Bonds of said  series on said
         next ensuing June 15. Any  redemption  of less than all of the Series Y
         Bonds shall not relieve the Company of its  obligation to redeem Series
         Y Bonds in accordance with the requirements of this Paragraph D.

                  E. In addition to the mandatory sinking fund payments required
         by  Paragraph  D, on June 15,  2008 and on any  Series Y  Sinking  Fund
         Payment Date  thereafter,  the Company  shall have the option to double
         the mandatory  sinking fund payment as long as the aggregate  principal
         amount of the Series Y Bonds retired  pursuant to this Paragraph E does
         not exceed  twenty-five  percent (25%) of the original principal amount
         of the Series Y Bonds.  Any  redemption  pursuant  to this  Paragraph E
         shall be at a redemption  price of 100% of the principal  amount of the
         Series Y Bonds to be  redeemed,  together  in each case,  with  accrued
         interest to the  redemption  date.  Moneys  deposited  with the Trustee
         pursuant  to this  Paragraph  E shall be applied by the  Trustee to the
         redemption  of Series Y Bonds on the next ensuing June 15. In the event
         the  Company  shall  elect to  redeem  Series Y Bonds  pursuant  to the
         provisions of this  Paragraph E, the Company shall give written  notice
         of such  election to the Trustee on or before the 55th day prior to the
         applicable Series Y Sinking Fund Payment Date.

                  F.  Whenever  the Trustee  shall be  required to redeem  Bonds
         pursuant to the  provisions of Paragraphs D and E of this Section 3.01,
         the  Trustee  shall,  on or before  the 45th day prior to the  Series Y
         Sinking Fund Payment Date,  proceed to select for redemption,  from the
         Bonds of said series,  in the manner provided in Paragraph G of Section
         3.01, the aggregate  principal  amount of Bonds of said series required
         by the  provisions of Paragraphs D and E to be redeemed by  application
         of the cash to be paid to the  Trustee  on said  Series Y Sinking  Fund
         Payment  Date,  and for and on behalf of the Company and in the name of
         the  Company,  the  Trustee  shall  give  notice,  as  required  by the
         provisions of Article Ten of the Restated Indenture,  of the redemption
         for the Series Y Sinking Fund of the Bonds so selected.  Subject to the
         provisions  of this  Article,  the  redemption  of such Bonds  shall be
         effected in the manner and upon the terms  provided in Section 10.03 of
         the Restated  Indenture at the sinking fund redemption price of 100% of
         the principal  amount  thereof,  together,  in each case,  with accrued
         interest to the redemption date.

                  G.  Notwithstanding  the  provisions  of Section  10.03 of the
         Restated Indenture,  in case of the redemption at any time of less than
         all the  outstanding  Series Y  Bonds,  the  particular  Bonds or parts
         thereof  to be  redeemed  shall be  selected  by the  Trustee  from the
         outstanding  Series Y Bonds not  previously  called for  redemption  as
         nearly as  practicable  pro rata  among the  registered  holders of the
         Series Y Bonds  according to the respective  principal  amounts of such
         Bonds, provided that the portions of the principal of Series Y Bonds at
         any time so selected for redemption in part shall be equal to $1,000 or
         an integral multiple thereof.

                  H. The Company further  covenants that so long as any Series Y
         Bonds  shall  remain  outstanding,  the Company  will not,  without the
         consent  of the  holder  of each of the  Series  Y  Bonds,  revise  the
         original  schedule of sinking fund  payments as provided in Paragraph D
         of Section 3.01 or modify any of the redemption prices for the Series Y
         Bonds as provided in Exhibit B. The  provisions  of this  covenant  can
         only be modified, amended or otherwise waived with approval from all of
         the holders of Series Y Bonds outstanding, excluding any Series Y Bonds
         held by the Company.

         Section 3.02.  Series Z Bonds.  First Mortgage Bonds,  Series Z, 9.35%,
due May 29, 2021 (the "Series Z Bonds"), have been duly issued and are presently
outstanding  and  secured by the  Restated  Indenture  in the  principal  amount
outstanding of $35,000,000.
The terms and conditions of the Series Z Bonds are as follows:

                  A. Attached to this Restated  Indenture as Exhibit C is a copy
         of the Bond form setting  forth the  interest  rate and other terms and
         conditions of the Series Z Bonds.

                  B. The Series Z Bonds shall be redeemable (except as otherwise
         provided in the last sentence of this  Paragraph B or in Paragraph F of
         this Section  3.02) at the option of the Company,  at any time and from
         time to time,  in whole or in part,  on or after May 29,  2010,  in the
         manner and upon the notice  provided  in Article  Ten of this  Restated
         Indenture, at the redemption prices, and subject to the conditions, set
         forth in the form at Exhibit C,  together,  in each case,  with accrued
         interest to the redemption date.

                  C. Any monies  applied to the  redemption of Bonds of Series Z
         pursuant to the  provisions of Section 8.08 of this Restated  Indenture
         before May 29, 2010, shall be so applied at a redemption price equal to
         100% of the  principal  amount of the Bonds of Series Z to be redeemed,
         plus accrued  interest to the redemption  date, plus an amount equal to
         the Make-Whole  Premium as provided in this Paragraph C. Monies applied
         to the  redemption  of Series Z Bonds  pursuant  to the  provisions  of
         Section 8.08 of the Restated  Indenture on or after May 29, 2010, shall
         be applied at a redemption price equal to the applicable  percentage of
         the principal  amount of the Series Z Bonds to be redeemed set forth in
         the form at Exhibit C plus accrued interest to the redemption date.

                  The "Make-Whole Premium" shall mean the product of the excess,
                  if any, of (a) the present  value as of the date of redemption
                  of all remaining  scheduled  principal and interest  payments,
                  including  the  principal  payment at final  maturity  and the
                  remaining  scheduled  interest  payments on the Series Z Bonds
                  (determined  by discounting  such amounts at the  Reinvestment
                  Yield from the  respective  dates on which such  principal and
                  interest  payments are  payable),  minus 100% of the principal
                  amount  of  the  outstanding  Series  Z  Bonds,  times  (b)  a
                  fraction,  the numerator of which is the  principal  amount of
                  the Series Z Bonds  being  redeemed  on such date  pursuant to
                  this  Section  and the  denominator  of  which  is 100% of the
                  principal amount of the then outstanding Series Z Bonds.

                  "Reinvestment  Yield"  shall  mean the rate  published  in the
                  weekly statistical release designated H.15(519) of the Federal
                  Reserve   System   under   the   caption   "U.S.    Government
                  Securities-Treasury  Constant  Maturities"  ("the  Statistical
                  Release")  (or if the  Statistical  Release is not  published,
                  such reasonably  comparable  index as may be designated by the
                  holders of 66-2/3% in aggregate principal amount of the Series
                  Z Bonds  outstanding)  for the maturity  corresponding  to the
                  remaining Average Term to Maturity of the Series Z Bonds as of
                  the date of redemption,  rounded to the nearest  month.  If no
                  maturity exactly  corresponds to such Average Term to Maturity
                  of the Series Z Bonds,  yields  for the terms just  before and
                  just after the Average  Term to Maturity of the Series Z Bonds
                  shall be  calculated  pursuant  to the  immediately  preceding
                  sentence and the Reinvestment  Yield will be interpolated from
                  such yields on a  straight-line  basis,  rounding  each of the
                  relevant  periods to the nearest  month.  For the  purposes of
                  calculating   the   Reinvestment   Yield,   the  most   recent
                  Statistical   Release   published   prior   to  the   date  of
                  determination hereunder shall be used.

                  "Average  Term to  Maturity"  shall  mean,  as of the  time of
                  determination   thereof,  the  number  of  years  obtained  by
                  dividing the Remaining  Dollar-Years  of the Series Z Bonds by
                  the then  outstanding  principal amount of the Series Z Bonds.
                  The term "Remaining  Dollar-Years of the Series Z Bonds" shall
                  mean the amount obtained by (1) multiplying the amount of each
                  of  the  then  remaining   scheduled  principal  and  interest
                  payments,  including the principal payments at final maturity,
                  by the number of years (calculated to the nearest one-twelfth)
                  which will  elapse  between the date of  determination  of the
                  Average Term to Maturity of the Series Z Bonds and the date of
                  each particular  scheduled  principal and interest payment and
                  (2) totaling all products obtained in (1).

         The  Trustee  may  require  the  Company to  certify to the  Trustee in
         writing the  calculation of the amount of any Make-Whole  Premium to be
         paid under Section 8.08 of the Restated Indenture and this Paragraph C;
         and without limiting the other indemnities provided to the Trustee, the
         Company shall  indemnify  and save the Trustee  harmless from any costs
         and  liabilities  incurred by the  Trustee in relying on the  Company's
         certification in making payment.

                  D.  Notwithstanding  the  provisions  of Section  10.03 of the
         Restated Indenture,  in case of the redemption at any time of less than
         all the  outstanding  Series Z  Bonds,  the  particular  Bonds or parts
         thereof  to be  redeemed  shall be  selected  by the  Trustee  from the
         outstanding  Series Z Bonds not  previously  called for  redemption  as
         nearly as  practicable  pro rata  among the  registered  holders of the
         Series Z Bonds  according to the respective  principal  amounts of such
         Bonds, provided that the portions of the principal of Series Z Bonds at
         any time so selected for redemption in part shall be equal to $1,000 or
         an integral multiple thereof.

                  E. As a sinking fund for the retirement of Series Z Bonds,  so
         long as any of the Series Z Bonds  shall be  outstanding,  the  Company
         will deposit with the Trustee on May 28, 2001, and annually  thereafter
         on each May 28 to and  including  May 28,  2020  (each  such date being
         herein  sometimes  referred  to as a  "Series Z  Sinking  Fund  Payment
         Date"),  cash in an amount  sufficient for the redemption of $1,700,000
         aggregate  principal  amount of Series Z Bonds on May 29, 2001,  and of
         $1,665,000 aggregate principal amount of Series Z Bonds on May 29, 2002
         and on each next ensuing May 29 up to and  including  May 29, 2020 at a
         redemption price of 100% of the principal amount thereof,  together, in
         each case, with accrued  interest to the redemption date, and thereupon
         the Trustee shall apply such cash to the  redemption of said  aggregate
         principal  amount of the Bonds of said series on said next  ensuing May
         29. Any  redemption  of less than all of the  Series Z Bonds  shall not
         relieve  the  Company  of its  obligation  to redeem  Series Z Bonds in
         accordance with the requirements of this Paragraph E.

                  F.  Whenever  the Trustee  shall be  required to redeem  Bonds
         pursuant to the  provisions  of Paragraph E of this Section  3.02,  the
         Trustee shall,  on or before the 45th day prior to the Series Z Sinking
         Fund Payment Date, proceed to select for redemption,  from the Bonds of
         said  series,  in the manner  provided in  Paragraph D of this  Section
         3.02, the aggregate  principal  amount of Bonds of said series required
         by the  provisions of said Paragraph E to be redeemed by application of
         the  cash to be paid to the  Trustee  on said  Series  Z  Sinking  Fund
         Payment  Date,  and for and on behalf of the Company and in the name of
         the  Company,  the  Trustee  shall  give  notice,  as  required  by the
         provisions of Article Ten of the Restated Indenture,  of the redemption
         for the Series Z Sinking Fund of the Bonds so selected.  Subject to the
         provisions of this Section 3.02,  the redemption of such Bonds shall be
         effected in the manner and upon the terms  provided in Section 10.03 of
         the Restated  Indenture at the sinking fund redemption price of 100% of
         the principal  amount  thereof,  together,  in each case,  with accrued
         interest to the redemption date.

                  G. The Company further  covenants that so long as any Series Z
         Bonds  shall  remain  outstanding,  the Company  will not,  without the
         consent  of the  holder  of each of the  Series  Z  Bonds,  revise  the
         original  schedule of sinking fund  payments as provided in Paragraph E
         of this  Section  3.02 or modify any of the  redemption  prices for the
         Series Z Bonds as provided in the form at Exhibit C. The  provisions of
         this  covenant can only be modified,  amended or otherwise  waived with
         approval  from  all of the  holders  of  Series  Z  Bonds  outstanding,
         excluding any Series Z Bonds held by the Company.

         Section 3.03. Series AA Bonds. First Mortgage Bonds, Series AA, 9%, due
September  1, 2003 (the  "Series  AA  Bonds"),  have  been duly  issued  and are
presently  outstanding  and secured by the Restated  Indenture in the  principal
amount  outstanding  of  $4,254,946.  The terms and  conditions of the Series AA
Bonds are as follows:

                  A. Attached to this Restated  Indenture as Exhibit D is a copy
         of the Bond form setting  forth the  interest  rate and other terms and
         conditions of the Series AA Bonds.

                  B. Reference in Exhibit D to Section 8.08 of the Indenture and
         the Make-Whole  Premium as provided in Section 1.01 of the Supplemental
         Indenture  dated as of June 1, 1991, now refers to Section 8.08 of this
         Restated Indenture and the following Paragraph C, respectively.

                  C. The  Series AA Bonds  shall not be  subject  to  redemption
         prior to  maturity;  provided,  the  Series  AA Bonds  are  subject  to
         redemption in whole or in part pursuant to Section 8.08 of the Restated
         Indenture  by  application  of monies  deposited  with the  Trustee  in
         certain  cases  for the  release  of  properties  from  the Lien of the
         Restated Indenture, all subject to the conditions and as more fully set
         forth in the Restated Indenture, at any time upon notice as required by
         the  above  Bond  form  at a  redemption  price  equal  to  100% of the
         principal  amount of the Series AA Bonds to be  redeemed,  plus accrued
         interest to the redemption date, plus an amount equal to the Make-Whole
         Premium as provided in this Paragraph C.

                  The "Make-Whole Premium" shall mean the product of the excess,
                  if any, of (a) the present  value as of the date of redemption
                  of all remaining  scheduled  principal and interest  payments,
                  including  the  principal  payment at final  maturity  and the
                  remaining  scheduled  interest payments on the Series AA Bonds
                  (determined by discounting on a semi-annual basis such amounts
                  at the  Reinvestment  Yield from the respective dates on which
                  such principal and interest payments are payable),  minus 100%
                  of the principal  amount of the  outstanding  Series AA Bonds,
                  times (b) a fraction,  the numerator of which is the principal
                  amount of the  Series  AA Bonds  being  redeemed  on such date
                  pursuant to this Section 3.03 and the  denominator of which is
                  100% of the principal amount of the then outstanding Series AA
                  Bonds.

                  "Reinvestment  Yield"  shall  mean the rate  published  in the
                  weekly statistical release designated H.15(519) of the Federal
                  Reserve   System   under   the   caption   "U.S.    Government
                  Securities-Treasury  Constant  Maturities"  ("the  Statistical
                  Release")  (or if the  Statistical  Release is not  published,
                  such reasonably  comparable  index as may be designated by the
                  holders of 66-2/3% in aggregate principal amount of the Series
                  AA Bonds  outstanding)  for the maturity  corresponding to the
                  remaining  Average  Term to Maturity of the Series AA Bonds as
                  of the date of redemption, rounded to the nearest month. If no
                  maturity exactly  corresponds to such Average Term to Maturity
                  of the Series AA Bonds,  yields for the terms just  before and
                  just after the Average Term to Maturity of the Series AA Bonds
                  shall be  calculated  pursuant  to the  immediately  preceding
                  sentence and the Reinvestment  Yield will be interpolated from
                  such yields on a  straight-line  basis,  rounding  each of the
                  relevant  periods to the nearest  month.  For the  purposes of
                  calculating   the   Reinvestment   Yield,   the  most   recent
                  Statistical   Release   published   prior   to  the   date  of
                  determination hereunder shall be used.

                  "Average  Term to  Maturity"  shall  mean,  as of the  time of
                  determination   thereof,  the  number  of  years  obtained  by
                  dividing the Remaining  Dollar-Years of the Series AA Bonds by
                  the then outstanding  principal amount of the Series AA Bonds.
                  The term "Remaining Dollar-Years of the Series AA Bonds" shall
                  mean the amount obtained by (1) multiplying the amount of each
                  of  the  then  remaining   scheduled  principal  and  interest
                  payments,  including the principal payments at final maturity,
                  by the number of years (calculated to the nearest one-twelfth)
                  which will  elapse  between the date of  determination  of the
                  Average  Term to  Maturity of the Series AA Bonds and the date
                  of each particular  scheduled  principal and interest  payment
                  and (2) totaling all products obtained in (1).

         The  Trustee  may  require  the  Company to  certify to the  Trustee in
         writing the  calculation of the amount of any Make-Whole  Premium to be
         paid under Section 8.08 of the Restated Indenture and this Paragraph C;
         and without limiting the other indemnities provided to the Trustee, the
         Company shall  indemnify  and save the Trustee  harmless from any costs
         and  liabilities  incurred by the  Trustee in relying on the  Company's
         certification in making payment.

                  D.  Notwithstanding  the  provisions  of Section  10.03 of the
         Restated Indenture,  in case of the redemption at any time of less than
         all the  outstanding  Series AA Bonds,  the  particular  Bonds or parts
         thereof  to be  redeemed  shall be  selected  by the  Trustee  from the
         outstanding  Series AA Bonds not  previously  called for  redemption as
         nearly as  practicable  pro rata  among the  registered  holders of the
         Series AA Bonds according to the respective  principal  amounts of such
         Bonds,  provided  that the portions of the principal of Series AA Bonds
         at any time so selected for redemption in part shall be equal to $1,000
         or a multiple thereof.

         Section 3.04. Series AB Bonds. First Mortgage Bonds,  Series AB, 8.30%,
due  September  1, 2024 (the  "Series AB Bonds"),  have been duly issued and are
presently  outstanding  and secured by the Restated  Indenture in the  principal
amount  outstanding  of  $45,000,000.  The terms and conditions of the Series AB
Bonds are as follows:

                  A. Attached to this Restated  Indenture as Exhibit E is a copy
         of the Bond form setting  forth the  interest  rate and other terms and
         conditions of the Series AB Bonds.

               B.  Reference  in  Exhibit  E to  Sections  8.05  and 8.08 of the
          Indenture  now  refers  to  Sections  8.05 and  8.08 of this  Restated
          Indenture.

                  C. The Series AB Bonds  shall be  redeemable  at the option of
         the Company at any time and from time to time,  in whole or in part, on
         and after September 1, 2004, in the manner and upon the notice provided
         in Article Ten of the Restated  Indenture,  at the redemption  price as
         set forth in the form of Series AB Bonds,  Exhibit E,  together in each
         case, with accrued interest to the redemption date.

                  D.  Notwithstanding  the  provisions  of Section  10.03 of the
         Restated Indenture,  in case of the redemption at any time of less than
         all of the outstanding  Series AB Bonds,  the particular Bonds or parts
         thereof  to be  redeemed  shall be  selected  by the  Trustee  from the
         outstanding  Series AB Bonds not  previously  called for  redemption as
         nearly as  practicable  pro rata  among the  registered  holders of the
         Series AB Bonds,  according to the respective principal amounts of such
         Bonds,  provided  that the portions of the principal of Series AB Bonds
         at any time so selected for redemption in part shall be equal to $1,000
         or a multiple thereof.

                  E. Notwithstanding that Section 8.05 of the Restated Indenture
         authorizes  the Company to request  the  Trustee to apply Trust  Monies
         toward the  redemption  of Bonds to be  selected  by the  Company,  the
         Company  does hereby  covenant  that the  Company  will not request the
         Trustee to apply any Trust  Monies to the  redemption  of the Series AB
         Bonds prior to September 1, 2004.

         Section 3.05. Series AC Bonds. First Mortgage Bonds,  Series AC, 8.06%,
due  February  1, 2010 (the  "Series AC  Bonds"),  have been duly issued and are
presently  outstanding  and secured by the Restated  Indenture in the  principal
amount  outstanding  of  $30,000,000.  The terms and conditions of the Series AC
Bonds are as follows:

               A. Attached to this Restated  Indenture as Exhibit F is a copy
         of the Bond form setting  forth the  interest  rate and other terms and
         conditions of the Series AC Bonds.

               B.  Reference  to  Section  8.08 of the  Indenture  now refers to
          Section 8.08 of this Restated Indenture.

               C. The Series AC Bonds shall not be  redeemable  at the option of
          the Company as a whole or in part at any time.

                  D. The holders of the Series AC Bonds shall have the option to
         require the Company to redeem all or any portion (in integral multiples
         of $1,000) on February 1, 2002 (the  "Redemption  Day") at a Redemption
         Price  equal to 100% of the  principal  thereof  to be  redeemed,  plus
         interest  accrued,  if any, to the  Redemption  Day.  To exercise  such
         option,  the  Holder  shall  deliver  or cause to be  delivered  to the
         Trustee,  and the Trustee shall receive at its office in the Borough of
         Manhattan,  City of New York,  during the period beginning  December 1,
         2001 and ending at 5:00 P.M.  (New York City time) on December 31, 2001
         (or, if December 31, 2001 is not a business day, on the next succeeding
         business day), those Series AC Bonds which the Holder desires to redeem
         with the form  entitled  "Option to Require  Redemption  on February 1,
         2002" on the reverse side thereof duly completed.  Any such exercise of
         such option shall be  irrevocable.  All  questions as to the  validity,
         form,  eligibility  (including timely receipt) and acceptance of Series
         AC Bonds  for  redemption  will be  determined  by the  Company,  whose
         determination shall be final and binding.

                  E.  Notwithstanding  the  provisions  of Section  10.03 of the
         Restated Indenture,  in case of the redemption at any time of less than
         all of the outstanding  Series AC Bonds,  the particular Bonds or parts
         thereof  to be  redeemed  shall be  selected  by the  Trustee  from the
         outstanding  Series AC Bonds not  previously  called for  redemption as
         nearly as  practicable,  pro rata among the  registered  holders of the
         Series AC Bonds,  according to the respective principal amounts of such
         Bonds,  and provided  that the  portions of the  principal of Series AC
         Bonds at any time so selected for  redemption in part shall be equal to
         $1,000 or a multiple thereof.

                  F. Notwithstanding that Section 8.05 of the Restated Indenture
         authorizes  the Company to request  the  Trustee to apply Trust  Monies
         toward the  redemption  of Bonds to be  selected  by the  Company,  the
         Company  does hereby  covenant  that the  Company  will not request the
         Trustee to apply any Trust  Monies to the  redemption  of the Series AC
         Bonds prior to February 1, 2010.

         Section 3.06. Series AD Bonds. First Mortgage Bonds,  Series AD, 6.50%,
due July 15,  2002 (the  "Series  AD  Bonds"),  have been  duly  issued  and are
presently  outstanding  and secured by the Restated  Indenture in the  principal
amount  outstanding  of  $15,000,000.  The terms and conditions of the Series AD
Bonds are as follows:

                  A. Attached to this Restated  Indenture as Exhibit G is a copy
         of the Bond form setting  forth the  interest  rate and other terms and
         conditions of the Series AD Bonds.

                  B.  Reference  to  Sections  8.05 and 8.08 of the  Indenture
         now refers to Sections 8.05 and 8.08 of this Restated Indenture.

                  C. The  Series AD Bonds are not  redeemable  at the option of
         the Company as a whole or in part at any time.

                  D.  Notwithstanding  the  provisions  of Section  10.03 of the
         Restated Indenture,  in case of the redemption at any time of less than
         all of the outstanding  Series AD Bonds,  the particular Bonds or parts
         thereof  to be  redeemed  shall be  selected  by the  Trustee  from the
         outstanding  Series AD Bonds not  previously  called for  redemption as
         nearly as  practicable,  pro rata among the  registered  holders of the
         Series AD Bonds,  according to the respective principal amounts of such
         Bonds,  and provided  that the  portions of the  principal of Series AD
         Bonds at any time so selected for  redemption in part shall be equal to
         $1,000 or a multiple thereof.

                  E. Notwithstanding that Section 8.05 of the Restated Indenture
         authorizes  the Company to request  the  Trustee to apply Trust  Monies
         toward the  redemption  of Bonds to be  selected  by the  Company,  the
         Company  does hereby  covenant  that the  Company  will not request the
         Trustee to apply any Trust  Monies to the  redemption  of the Series AD
         Bonds prior to July 15, 2002.

         Section  3.07.  Indemnity  of  Trustee.   Without  limiting  the  other
indemnities  provided to the Trustee,  the Company shall  indemnify and save the
Trustee  harmless from any liabilities and costs incurred by the Trustee arising
out of the making of the final payment when due of the principal owing on any of
the Series Z Bonds, Series AA Bonds, Series AB Bonds, Series AC Bonds and Series
AD Bonds without the surrender of such Bond to the Trustee.

         Section  3.08.  Registrar  of  Existing  Bonds.  The  Trustee is hereby
appointed  Registrar in respect of the Series Y Bonds, Series Z Bonds, Series AA
Bonds,  Series AB Bonds,  Series AC Bonds and Series AD Bonds, and the principal
corporate  trust office of the Trustee in the Borough of Manhattan,  the City of
New York,  hereby  designated  as the  office or agency of the  Company  in said
Borough  where  notices or  demands  in  respect of said  series of Bonds may be
served.

         Section  3.09.  Exchange  of  Bonds.  Subject  to  Section  2.12 of the
Restated  Indenture,  all definitive Series Y Bonds,  Series Z Bonds,  Series AA
Bonds,  Series  AB  Bonds,  Series AC Bonds  and  Series  AD Bonds  shall,  upon
surrender  thereof to the Trustee at its principal  office,  be exchangeable for
other Bonds of the same series,  respectively,  in  registered  form and in such
authorized denomination or denominations in the same aggregate principal amount,
as may be  requested  by the Holder  surrendering  the same.  The  Company  will
execute and the Trustee  shall  authenticate  and  deliver  registered  Series Y
Bonds,  Series Z Bonds,  Series AA Bonds,  Series AB Bonds,  Series AC Bonds and
Series AD Bonds whenever the same shall be required for any such exchange.

         Section 3.10. Compliance with Covenants.  The Company covenants that so
long as any Series Y Bonds,  Series Z Bonds,  Series AA Bonds,  Series AB Bonds,
Series AC Bonds and Series AD Bonds remain outstanding,  it will comply with the
covenants contained in Sections 9.14 and 9.18 of the Restated Indenture.

                                  ARTICLE FOUR

                      AUTHENTICATION AND DELIVERY OF BONDS
                      UPON THE BASIS OF PROPERTY ADDITIONS

         Section 4.01.  Property Additions and Certifiable Net Earnings Defined.
The terms in this Section  mentioned  shall,  for all purposes of this  Restated
Indenture,  unless the context  shall  otherwise  require,  be taken to have the
meanings hereafter set forth.

                  A. The term "Property  Additions" shall mean real estate owned
         in  fee,  easements  and  rights  of way in  respect  of  real  estate,
         buildings, electric lines, reservoirs,  structures,  machinery, meters,
         equipment and other tangible properties, real, personal or mixed useful
         to the Company in the Electric  Utility  Business,  including  whole or
         undivided interests in any of such properties purchased, constructed or
         otherwise  acquired by the Company  subsequent to October 31, 1941; and
         the term "Property Additions" shall include

                           (1)  property  of  the  character   above   described
                  acquired by the Company by merger or  consolidation as well as
                  property purchased or constructed by the Company;

                           (2)      new plants and systems of the character
                  above described;

                           (3) all  construction  work in progress in the amount
                  as  recorded  on the books of  account  of the  Company  under
                  generally accepted accounting principles;

                           (4)  property  of  the  character   above   described
                  constructed  or acquired to replace an item of property  whose
                  retirement has been credited to plant account; and

                           (5) any Excepted  Property and other  property of the
                  Company that the Company  elects to be included under the Lien
                  of the Restated Indenture.

         If the Company shall, as provided in Article Thirteen, consolidate with
         or merge into or convey all or substantially all of the Trust Estate as
         an entirety to any other  corporation,  and such successor  corporation
         shall execute a  supplemental  indenture of the character  described in
         Paragraph A of Section  13.02,  all  property of the  character  herein
         described as Property Additions and owned by such successor corporation
         at the time of such consolidation, merger or conveyance, or acquired by
         it by  such  consolidation,  merger  or  conveyance  (excluding  Bonded
         Property  acquired  from the  Company),  shall be deemed to be Property
         Additions acquired by such successor corporation at the date upon which
         it became such successor corporation.

                  Among other  properties not  constituting  Property  Additions
         under the foregoing provisions, the term "Property Additions" shall not
         be deemed to include

                           (6) any item of property  constructed  or acquired to
                  replace a similar item of property  whose  retirement  has not
                  been credited to plant account; or any property whose cost has
                  been  charged,  or  is  properly  chargeable,  to  repairs  or
                  maintenance or other operating expense account,  or whose cost
                  has not been charged, or is not properly chargeable,  to plant
                  account;

                           (7) any Excepted  Property  unless the Company elects
                  to cause the  Excepted  Property  to be subject to the Lien of
                  the Restated Indenture; or

                           (8) going  concern  value or good will, or franchises
                  or governmental permits granted to or acquired by the Company,
                  separate and distinct from the property operated thereunder.

                  B. The  "Certifiable  Net  Earnings"  of the  Company  for any
         particular  period shall be computed and  ascertained by deducting from
         the total of the  Gross  Operating  Revenues  of the  Company  for such
         period the following:

                           All  operating  expenses  and  other  proper  charges
                  (other  than those  charged to capital  accounts  or  surplus)
                  including  (a) all Federal,  state and local taxes (other than
                  taxes in respect of income or profits and other taxes  imposed
                  on or  measured  by  income  or  profits);  and  (b)  rentals,
                  insurance,  current repairs and maintenance; but excluding (i)
                  provisions   for   reserves   for   renewals,    replacements,
                  depreciation,  depletion  or  retirement  of property  (or any
                  expenditures  therefor),  or provisions  for  amortization  of
                  property,  (ii)  expenses or  provisions  for  interest on any
                  indebtedness  of the  Company,  for the  amortization  of debt
                  discount, premium, expense or loss on reacquired debt, for any
                  maintenance  and  replacement,  improvement or sinking fund or
                  other device for the  retirement of any  indebtedness,  or for
                  other  amortization,  (iii)  expenses  or  provisions  for any
                  nonrecurring  charge  to  income or to  retained  earnings  of
                  whatever  kind or nature  (including  without  limitation  the
                  recognition    of   expense   or   impairment   due   to   the
                  nonrecoverability  of  assets  or  expense),  whether  or  not
                  recorded as a  nonrecurring  charge in the Company's  books of
                  account,  and  (iv)  provisions  for any  refund  of  revenues
                  previously  collected  or  accrued by the  Company  subject to
                  possible refund.

                  The Gross  Operating  Revenues of the Company shall consist of
         Gross  Utility  Operating  Revenues  of  the  Company,   plus  the  Net
         Non-Operating  Income of the Company. The term "Gross Utility Operating
         Revenues"  of the  Company  shall mean the  aggregate  gross  operating
         revenues derived from the operation of the utility  properties owned or
         leased by the  Company.  The term  "Net  Non-Operating  Income"  of the
         Company shall mean net income derived from but not necessarily  limited
         to the  following:  (a)  merchandising,  jobbing and contract work; (b)
         rental of  non-utility  properties;  (c) interest  and dividend  income
         including  dividends  from  Subsidiaries;  (d) allowance for funds used
         during construction;  and (e) other miscellaneous non-operating income;
         provided,  however,  that  profits or losses  resulting  from the sale,
         abandonment or other disposition of capital assets or securities of the
         Company  and the  Company's  equity in the  undistributed  earnings  of
         Subsidiaries, shall not be taken into account in the calculation of Net
         Non-Operating Income.

                  Subject  to the  foregoing  provisions  of this  Section,  all
         determinations of earnings pursuant to this Restated Indenture shall be
         made,  and all  balance  sheets and other  financial  statements  to be
         delivered hereunder shall be prepared,  in accordance with the practice
         prescribed by any regulatory  authority  having  jurisdiction  over the
         Company or other lawfully prescribed practice or, in the absence of any
         practice  prescribed  by  law,  in  accordance  with  sound  accounting
         practice  and,  where  consistent  with  such  practice  and  with  the
         foregoing provisions of this Section, on the same basis as that used in
         preparing the financial statements included in the annual report of the
         Company for the preceding fiscal year.

         Section 4.02.  Additional  Bonds Under Property  Additions.  Additional
Bonds of any series other than  Existing  Bonds may at any time and from time to
time be executed by the Company and delivered to the Trustee,  and thereupon the
same  shall,   subject  to  the   provisions  of  Sections  4.03  and  4.04,  be
authenticated  and delivered  under this Article by the Trustee upon the Written
Order of the  Company,  upon  receipt  by and  deposit  with the  Trustee of the
following:

                  A. A RESOLUTION OF THE BOARD,  requesting  the  authentication
         and delivery  pursuant to the provisions of this Article of a specified
         principal amount of Bonds of a designated series.

                  B. A PROPERTY ADDITIONS CERTIFICATE of the Company,  complying
         with the provisions of Section 1.02,  dated not more than 30 days prior
         to the application for the  authentication  and delivery of such Bonds,
         and signed also (except as to Clauses (2), (4), (5),  (7),  (11),  (12)
         and (14) of this Paragraph) by an Engineer,  setting forth in substance
         as follows:

                           (1) That  the  Company  has  acquired,  by  purchase,
                  construction or otherwise,  Property  Additions,  and giving a
                  brief description of such Property Additions and the principal
                  subdivisions  of  plant  account  to  which  the  cost of such
                  Property Additions has been charged.

                           (2) That no part of said Property  Additions consists
                  of Bonded Property or is included in any other  application or
                  certificate  then pending  with the Trustee by virtue  whereof
                  said  Property  Additions  or any part  thereof  would  become
                  Bonded Property.

                           (3) Whether the Property Additions  described in said
                  Certificate  include  any  additional  tract or parcel of real
                  estate,  and if so, a  separate  description  of such tract or
                  parcel shall be included in the Certificate.

                           (4) Whether the Property Additions  described in said
                  Certificate,  or any part thereof,  were, at the time of their
                  acquisition  by the Company,  subject to a Prior Lien or Liens
                  existing  or placed  thereon at such time,  and,  if so,  such
                  Certificate shall also state:

                                    (a) the nature and extent of each such Prior
                           Lien and the  principal  amount  of all  indebtedness
                           secured thereby at said time;

                                    (b) that all such Prior  Liens  have,  at or
                           prior to the date of the Certificate,  become Prepaid
                           Liens or that all  indebtedness  secured  thereby has
                           been satisfied or discharged; and

                                    (c) the  aggregate  of the amounts  expended
                           (excluding   any  amounts   expended  in  respect  of
                           interest  or  premium)  by the  Company to cause such
                           Prior Liens to become Prepaid Liens or to procure the
                           satisfaction   and  discharge  of  the   indebtedness
                           secured thereby.

                           (5) That there is no outstanding  indebtedness of the
                  Company  for the  purchase  price or  construction  of, or for
                  labor,  wages or materials in connection with the construction
                  of, such Property  Additions which could become the basis of a
                  lien upon said  Property  Additions  prior to the lien of this
                  Restated  Indenture  (other  than a Prior  Lien  described  as
                  provided in the preceding  Clause (4)),  which, in the opinion
                  of the signers of said  Certificate,  might materially  impair
                  the security afforded thereby.

                           (6)  Whether  any  part  of  the  Property  Additions
                  described  in said  Certificate  consists of  property  which,
                  within six months prior to the date of acquisition  thereof by
                  the  Company,  has been used or  operated  by others  than the
                  Company in a business  similar to that in which it has been or
                  is to be used or  operated  by the  Company;  and, if so, such
                  part of said Property Additions shall be separately described,
                  and if such  part of said  Property  Additions  shall be shown
                  pursuant to Clause (9) of this  Paragraph to have a Fair Value
                  to the  Company at least equal to the greater of $25,000 or 1%
                  of the  aggregate  principal  amount  of all Bonds at the time
                  outstanding   hereunder,   than  an   Independent   Engineer's
                  Certificate  shall be required under Clause (1) of Paragraph C
                  of this Section and it shall be  requisite  for the Company to
                  comply with the provisions of Clause (13) of this Paragraph.

                           (7)  Whether  any  part  of  the  Property  Additions
                  described in said  Certificate  was acquired from an Affiliate
                  of the Company;  and, if so, such Property  Additions shall be
                  separately described.

                           (8)  Whether  any  part  of  the  Property  Additions
                  described in said Certificate was acquired by the Company,  in
                  whole  or  in  part,   for  a   consideration   consisting  of
                  securities;  and,  if so,  such  Property  Additions  shall be
                  separately  described,  and  said  securities  shall  also  be
                  described.

                           (9)  The  Cost  to  the  Company  of  said   Property
                  Additions,  and also the Fair Value  thereof to the Company at
                  the date of such  Certificate  as determined by said Engineer;
                  and  stating  that  said Cost and said  Fair  Value  have been
                  computed and ascertained  with due regard to the provisions of
                  the  respective  definitions of those terms in Section 1.01 of
                  the Restated Indenture. If, by virtue of the provisions of the
                  foregoing  Clauses (6), (7) and/or (8) of this Paragraph,  any
                  of said Property  Additions  shall be separately  described in
                  said  Certificate,  the Cost and Fair Value to the  Company of
                  such Property  Additions shall be separately  stated;  and, in
                  the case of Property  Additions of the character  described in
                  Clauses  (6)  and/or  (7) of this  Paragraph,  said Fair Value
                  shall not  exceed  the  value of such  Property  Additions  as
                  stated in the certificate  filed with the Trustee  pursuant to
                  Paragraph C of this Section if such a certificate  is required
                  by the  provisions  of said  Paragraph  C;  and in the case of
                  Property Additions of the character described in Clause (8) of
                  this Paragraph, the portion of the Cost thereof represented by
                  securities  shall not exceed the Fair Value of such securities
                  as shown by the Appraiser's Certificate filed with the Trustee
                  pursuant to Paragraph D of this Section.

                           (10) That no part of the Property Additions described
                  in  said   Certificate   is  property  the   construction   or
                  acquisition  of which under the  provisions of Section 4.01 is
                  not permitted to be made the basis of the  authentication  and
                  delivery of Bonds under this Article.

                           (11) That none of said Property  additions is subject
                  to any lien,  charge or encumbrance  prior to the Lien of this
                  Restated   Indenture,   except  the  Prepaid  Liens  described
                  pursuant  to  Clause  (4)  of  this  Paragraph  and  Permitted
                  Encumbrances.

                           (12)  Whether  there is any unused  Additions  Credit
                  which the Company  desires to use,  in whole or in part,  as a
                  basis for the  authentication  and  delivery of the Bonds then
                  applied for, and if so, a statement of the entire amount which
                  the Company so desires to use,  of each such unused  Additions
                  Credit.

                           (13) If,  but only if, it shall,  pursuant  to Clause
                  (6) of this  Paragraph,  become  requisite  for the Company to
                  comply  with the  provisions  of this Clause  (13),  then such
                  Property   Additions   Certificate  shall  state  whether  any
                  Property   Additions   previously   certified  in  a  Property
                  Additions  Certificate  filed with the Trustee during the then
                  current calendar year, as a basis for the  authentication  and
                  delivery of Bonds or the  withdrawal  of cash from the Trustee
                  or the release of property  from the Lien  hereof,  consist of
                  property  which,  within  six months  prior to the  respective
                  dates of acquisition thereof by the Company,  had been used or
                  operated by others  than the Company in a business  similar to
                  that in which they are to be used or operated by the  Company,
                  but as to which a Certificate of an  Independent  Engineer has
                  not previously been furnished to the Trustee; and, if so, such
                  previously certified Property Additions shall be specified and
                  a reference shall be made to the previous  Property  Additions
                  Certificate or  Certificates  whereby such Property  Additions
                  were  originally  certified  to the Trustee and there shall be
                  stated the aggregate Fair Value of such Property  Additions as
                  shown by such previous Property  Additions  Certificates,  and
                  also the excess, if any, of such aggregate Fair Value over the
                  aggregate  Fair Value of such  Property  Additions as shown by
                  the Independent  Engineer's  Certificate furnished pursuant to
                  Clause (2) of Paragraph C of this  Section  (such excess being
                  herein sometimes referred to as the "Fair Value Deficiency").

                           (14)  That  the  Company  is  not in  default  in the
                  performance  of  any  of  the  covenants  on  its  part  to be
                  performed under this Restated Indenture.

                  C. AN INDEPENDENT ENGINEER'S CERTIFICATE,  dated not more than
         60 days prior to the application for the authentication and delivery of
         such Bonds,  signed by an Independent  Engineer selected by the Company
         and  approved  by the  Trustee  in the  exercise  of  reasonable  care,
         complying with the provisions of Section 1.02,

                           (1)  stating  the Fair Value to the  Company,  in the
                  opinion  of  the  signer,  at the  date  of  said  Independent
                  Engineer's Certificate, of such part, if any, of such Property
                  Additions as shall have been separately  described pursuant to
                  Clause (6) of the  foregoing  Paragraph B, if, but only if, an
                  Independent  Engineer's  Certificate  shall be required  under
                  this  Clause (1) by virtue of the  provisions  of said  Clause
                  (6); and

                           (2)  stating  the Fair Value to the  Company,  in the
                  opinion of the signer,  of all previously  certified  Property
                  Additions,  if any,  which shall have been  specified  in said
                  Property Additions  Certificate pursuant to Clause (13) of the
                  preceding  Paragraph B, such Fair Value to be stated as of the
                  date of said Independent Engineer's Certificate; and

                           (3)  stating  the Fair Value to the  Company,  in the
                  opinion  of  the  signer,  at the  date  of  said  Independent
                  Engineer's Certificate, of such part, if any, of such Property
                  Additions  as  shall  be  shown  by  said  Property  Additions
                  Certificate  to have been  acquired  from an  Affiliate of the
                  Company,  if such  Property  Additions  shall be shown by said
                  Property  Additions  Certificate  to  have  had a Cost  to the
                  Company in excess of $100,000,  and if the Fair Value  thereof
                  shall not have been  required to be stated under Clause (1) of
                  this Paragraph C.

                  No Independent  Engineer's Certificate shall be required to be
                  furnished  pursuant to this  Paragraph C unless  necessary  to
                  comply with the  requirements  of one or more of Clauses  (1),
                  (2) and (3) of this Paragraph C.

                  D. In case any  part of such  Property  Additions  is shown by
         said  Property  Additions  Certificate  to have  been  acquired  by the
         Company,  in  whole  or in  part,  for a  consideration  consisting  of
         securities,  a  CERTIFICATE,  complying  with the provisions of Section
         1.02,  signed by an Independent  Appraiser  selected by the Company and
         approved by the Trustee in the exercise of reasonable care, stating, in
         the opinion of the  signer,  the Fair Value of such  securities  at the
         time of the delivery  thereof as  consideration  for the acquisition of
         such part of such Property Additions.

                  E. A RETIREMENTS  CERTIFICATE  of the Company,  complying with
         the  provisions of Section  1.02,  dated not more than 30 days prior to
         the application for the  authentication  and delivery of such Bonds and
         signed also by an Engineer, setting forth:

                           (1) The aggregate amount of all Retirements up to the
                  date of said  certificate  which have not been  included  in a
                  previous  Retirements   Certificate  filed  with  the  Trustee
                  pursuant to this Section or Sections 5.03 or 8.03, and stating
                  that the  amount  of such  Retirements  has been  computed  as
                  required in the definition of "Retirements" in Section 1.01;

                           (2) A brief  description of such  Retirements and the
                  principal   subdivisions   of  plant  account  to  which  such
                  Retirements have been or will be credited; and

                           (3) The amounts (stated  separately  according to the
                  categories  specified in the definition of Retirement  Credits
                  in Section 1.01) of all Retirement  Credits which, as provided
                  in said definition,  may be applied against such  Retirements,
                  and stating that such Retirement Credits have been computed as
                  required by said definition.

                  F. A Net Earnings  Certificate of the Company,  complying with
         the  provisions of Section  1.02,  dated not more than 45 days prior to
         the  application  for the  authentication  and  delivery of such Bonds,
         certified by an Accountant, and setting forth:

                           (1) The amount of the Certifiable Net Earnings of the
                  Company, for a period of 12 consecutive calendar months within
                  the 18 calendar months immediately preceding the date on which
                  the  application  for the  authentication  and delivery of the
                  Bonds  is made,  and  stating  separately  the  Gross  Utility
                  Operating  Revenues and the Net  Non-Operating  Income and the
                  operating  expenses of the Company and other  deductions  from
                  such Gross Utility  Operating  Revenues and Net  Non-Operating
                  Income  pursuant  to  Paragraph  B of Section  4.01,  with the
                  principal subdivisions thereof.

                           (2) The  aggregate  amount  of the  annual  "Interest
                  Charges on Bonds and Prior Lien  Debt" of the  Company,  which
                  term shall mean the annual interest charges on

                                    (a) all Bonds  outstanding  hereunder at the
                           date of said Certificate,  provided, however, that in
                           the case of any  Bonds  which  shall at such  time be
                           pledged  as  security  for  any  indebtedness  of the
                           Company, the amount of the annual interest charges on
                           such  pledged  Bonds shall be deemed to be either the
                           amount  of  the  annual  interest   charges  on  such
                           indebtedness  or the  amount of the  annual  interest
                           charges on such  pledged  Bonds,  whichever  shall be
                           greater; and

                                    (b)  all   Bonds  the   authentication   and
                           delivery of which is applied for in such  application
                           and in any other pending application; and

                                    (c) all indebtedness  secured by a lien upon
                           the Trust Estate,  or any part thereof,  prior to the
                           Lien of this Restated Indenture, other than a Prepaid
                           Lien;

                  provided,  however,  that there  shall be  excluded  from such
                  computation  the  annual  interest  charges  on any  Bonds  or
                  indebtedness  which  is  to be  paid,  redeemed  or  otherwise
                  retired,  or provision  for the  retirement  of which is to be
                  made, so that the same will cease to be  outstanding  prior to
                  or concurrently  with the  authentication  and delivery of the
                  Bonds then applied for.

                           (3) That the amount of the  Certifiable  Net Earnings
                  of the  Company  set forth as  provided  by Clause (1) of this
                  Paragraph  have  been at  least  equal  to two (2)  times  the
                  aggregate  amount of the annual Interest  Charges on Bonds and
                  Prior Lien Debt of the  Company as  provided  by Clause (2) of
                  this Paragraph.

                           (4) That  such  Certifiable  Net  Earnings  have been
                  computed and ascertained as provided in Paragraph B of Section
                  4.01.

                  If the  annual  Interest  Charges on Bonds and Prior Lien Debt
         shall  be  increased  after  the  date  of  the  Earnings   Certificate
         hereinabove in this Paragraph described,  and before the authentication
         and  delivery of the Bonds then applied for, the Company will file with
         the  Trustee a new  Earnings  Certificate  showing  the  amount of said
         annual  Interest  Charges on Bonds and Prior Liens as so  increased--it
         being the  intention  hereof that no Bonds shall be  authenticated  and
         delivered  under  the  provisions  of this  Article,  unless  the ratio
         provided  for  by  Clause  (3)  of  this  Paragraph   shall  have  been
         established with respect to the aggregate amount of the annual Interest
         Charges on Bonds and Prior Liens of the Company as  constituted  at the
         time of the  authentication and delivery of the Bonds then applied for;
         but the Trustee shall,  subject to the provisions of Section 14.02,  be
         entitled to assume,  in the absence of such new  Earnings  Certificate,
         that the aggregate  amount of the annual Interest  Charges on Bonds and
         Prior  Lien  Debt of the  Company,  as  constituted  at the time of the
         authentication  and  delivery  of the Bonds then  applied  for,  are as
         stated in the Earnings Certificate filed with the Trustee as aforesaid.

                  The Earnings  Certificate provided for in this Paragraph shall
         be  certified  by an  Independent  Public  Accountant  selected  by the
         Company and  approved by the  Trustee,  in the  exercise of  reasonable
         care, if, but only if, the aggregate  principal  amount of the Bonds to
         be authenticated  and delivered on the basis thereof and of other Bonds
         authenticated  and delivered since the commencement of the then current
         calendar  year  (other  than  those with  respect to which an  Earnings
         Certificate  is not  required  or with  respect  to which  an  Earnings
         Certificate verified by an Independent Public Accountant has previously
         been furnished) is 10% or more of the aggregate principal amount of the
         Bonds at the time outstanding.

                  G. A  summary  certificate  and  computation  of  the  Company
         complying  with the  provisions  of Section 1.02,  determining  the Net
         Bondable  Additions in conformity  with the provisions of this Restated
         Indenture.

                  H. THE MORTGAGES, DEEDS, CONVEYANCES,  ASSIGNMENTS,  TRANSFERS
         and   INSTRUMENTS   OF  FURTHER   ASSURANCE  and  the   CERTIFICATE  or
         CERTIFICATES  and OTHER EVIDENCE,  if any,  specified in the Opinion of
         Counsel  as  provided  by  Clauses  (2),  (6) and (7) of the  following
         Paragraph I.

                  I. An OPINION or OPINIONS OF COUNSEL, complying with the
          provisions of Section 1.02:

                           (1) stating that the  instruments  which have been or
                  are  therewith   delivered  to  the  Trustee  conform  to  the
                  requirements   of  this  Restated   Indenture  and  constitute
                  sufficient  authority  under this  Restated  Indenture for the
                  Trustee to authenticate and deliver the Bonds applied for, and
                  that,  upon the basis of the  acquisition  of the Net Bondable
                  Additions described in and shown by said instruments delivered
                  to the Trustee pursuant to this Section, the Bonds applied for
                  may  be  lawfully   authenticated  and  delivered  under  this
                  Article;

                           (2)  specifying the  mortgages,  deeds,  conveyances,
                  assignments,  transfers and instruments of further  assurance,
                  if any, which will be sufficient to subject to the direct lien
                  of this Restated Indenture the Property Additions described in
                  said  Certificate,  and stating that upon the  recordation  or
                  filing in the manner stated in such opinion of the instruments
                  so specified,  no further  recording or re-recording or filing
                  or refiling of this Restated Indenture or any other instrument
                  is required to maintain  the lien of this  Restated  Indenture
                  upon such  Property  Additions  as against all  creditors  and
                  subsequent purchasers,  or stating what further recordation or
                  filing  of  this  Restated   Indenture  or  any   supplemental
                  indenture is or will be necessary for that purpose; or stating
                  that said  Property  Additions  are then subject to the direct
                  Lien of this  Restated  Indenture  and that no such  mortgage,
                  deed, conveyance,  transfer or instrument of further assurance
                  is necessary for such purpose;

                           (3)  stating  that the  Company  has a good and valid
                  title to said Property Additions,  and that the same and every
                  part  thereof  is free and  clear of all  liens,  charges  and
                  encumbrances  prior  to the Lien of this  Restated  Indenture,
                  except  Permitted  Encumbrances,  and except  also the Prepaid
                  Liens,   if  any,   mentioned  in  said   Property   Additions
                  Certificate  and in such  case  that the  nature,  extent  and
                  amount  of such  Prepaid  Liens are  correctly  stated in said
                  certificate;

                           (4)  stating  that the  Company  has lawful  power to
                  acquire,  own and use said Property Additions in its business;
                  and,  to the  extent  that  any  franchise,  permit,  license,
                  right-of-way  or easement is necessary for the maintenance and
                  use of such Property Additions, that the Company, either alone
                  or  jointly  with  some  other  person,  lawfully  holds  such
                  franchises,  permits,  licenses,  rights-of-way and easements,
                  and that each such franchise, permit, license, right-of-way or
                  easement is in the opinion of such  counsel  adequate  for the
                  operations of the Company, and does not contain any provisions
                  materially prejudicial to the interests of the Bondholders;

                           (5) stating that, since the date of the last previous
                  Opinion of Counsel  filed with the  Trustee  pursuant  to this
                  Clause or Clause (4) of  Paragraph  E of Section  5.01 or 6.01
                  (or, in the case of the first such opinion,  since the date of
                  the execution and delivery  hereof),  no Bonded Property owned
                  by the Company has become subject to any then  subsisting lien
                  or encumbrance  (except Permitted  Encumbrances)  prior to the
                  Lien created by this  Restated  Indenture  for the security of
                  the Bonds whose  authentication  and  delivery is then applied
                  for;

                           (6)  specifying  the  certificate  or other  evidence
                  which  will  be  sufficient  to  show   compliance   with  the
                  requirements,  if any, of any  mortgage  recording  tax law or
                  other tax law  applicable  to the  issuance  of the Bonds then
                  applied   for,  or  stating  that  there  are  no  such  legal
                  requirements; and

                           (7)  specifying  the  certificate  or other  evidence
                  which will be sufficient to show the  authorization,  approval
                  or consent of or to the  issuance  by the Company of the Bonds
                  then applied for, by any Federal,  State or other governmental
                  regulatory body or commission at the time having  jurisdiction
                  in the  premises,  or  stating  that  no  such  authorization,
                  approval or consent is required.

         Section 4.03.  Bonds  Limited by 70 Percent of Net Bondable  Additions.
Upon  compliance  with  the  provisions  of  Section  4.02,  the  Trustee  shall
authenticate  and deliver Bonds in an aggregate  principal amount up to, but not
exceeding seventy percent (70%) of the amount of Net Bondable Additions shown by
the summary certificate and computation filed pursuant to Paragraph G of Section
4.02.

         Section 4.04.  Additional Bonding Authority Based on Property Additions
Certified  Prior.  Notwithstanding  anything in this  Restated  Indenture to the
contrary,  upon the Written Order of the Company, the Trustee shall authenticate
and deliver  Bonds in an  aggregate  principal  amount up to, but not  exceeding
seventy  percent (70%) of fourteen and two-tenths  percent  (14.2%) of the total
amount of all Property  Additions  certified to the Trustee and used as Bondable
Additions for the issuance of Bonds during the period  beginning May 1, 1994 and
ending March 15, 1995.

         The Company  shall  furnish the  Trustee a  Certificate  of the Company
referencing  and  documenting  the  amount  of  Property  Additions   previously
certified and used as provided in the previous sentence,  a summary  certificate
and  computation  determining  the amount of Bonds that may be issued under this
Section  4.04 and an  Opinion  of Counsel as  required  by  Paragraph  I of this
Section 4.02; provided that subparagraph (1) thereunder shall refer to the basis
of this Section 4.04 rather than Net Bondable  Additions and subparagraphs  (2),
(3), (4) and (5) are not to be included in such opinion.

                                  ARTICLE FIVE

                      AUTHENTICATION AND DELIVERY OF BONDS
                        UPON DEPOSIT OF CASH WITH TRUSTEE

         Section  5.01.   Additional   Bonds  Authorized  by  Deposit  of  Cash.
Additional  Bonds of any series except  Existing  Bonds may at any time and from
time to time be  executed  by the  Company  and  delivered  to the  Trustee  for
authentication,  and  thereupon  the same shall,  subject to the  provisions  of
Section 5.02, be  authenticated  and delivered under this Article by the Trustee
upon the Written  Order of the  Company,  upon  receipt by and deposit  with the
Trustee of the following:

                  A. A RESOLUTION OF THE BOARD,  requesting  the  authentication
         and delivery  pursuant to the provisions of this Article of a specified
         principal amount of Bonds of a designated series.

                  B. CASH equal to the aggregate  principal  amount of the Bonds
         the authentication and delivery of which is then applied for.

                  C. A CERTIFICATE OF THE COMPANY, complying with the provisions
         of  Section  1.02,  stating  that the  Company is not in default in the
         performance  of any of the covenants on its part to be performed  under
         this Restated Indenture.

                  D. THE CERTIFICATES and OTHER EVIDENCE,  if any, specified in
         the Opinion of Counsel as provided by Clauses (2) and (3) of the
         following Paragraph E.

                  E. An OPINION or OPINIONS OF COUNSEL, complying with the
         provisions of Section 1.02,

                           (1) stating that the  instruments  which have been or
                  are  therewith   delivered  to  the  Trustee  conform  to  the
                  requirements   of  this  Restated   Indenture  and  constitute
                  sufficient  authority  under this  Restated  Indenture for the
                  Trustee to authenticate and deliver the Bonds applied for, and
                  that,  upon the  deposit  of an  amount  of cash  equal to the
                  aggregate principal amount of the Bonds then applied for, such
                  Bonds may be lawfully  authenticated  and delivered under this
                  Article;

                           (2)  specifying  the  certificate  or other  evidence
                  which  will  be  sufficient  to  show   compliance   with  the
                  requirements,  if any, of any  mortgage  recording  tax law or
                  other tax law  applicable  to the  issuance  of the Bonds then
                  applied   for,  or  stating  that  there  are  no  such  legal
                  requirements;

                           (3)  specifying  the  certificate  or other  evidence
                  which will be sufficient to show the  authorization,  approval
                  or consent of or to the  issuance  by the Company of the bonds
                  then applied for, by any Federal,  State or other governmental
                  regulatory body or commission at the time having  jurisdiction
                  in the  premises,  or  stating  that  no  such  authorization,
                  approval or consent is required; and

                           (4) stating that, since the date of the last previous
                  Opinion of Counsel  filed with the  Trustee  pursuant  to this
                  Clause or Clause (5) of  Paragraph I of Section 4.02 or Clause
                  (4) of  Paragraph  E of Section  6.01 (or,  in the case of the
                  first  such  opinion,  since  the  date of the  execution  and
                  delivery hereof),  no Bonded Property owned by the Company has
                  become  subject  to any then  subsisting  lien or  encumbrance
                  (except Permitted  Encumbrances)  prior to the lien created by
                  this  Restated  Indenture  for the security of the Bonds whose
                  authentication and delivery is then applied for.

                  F. The NET  EARNINGS  CERTIFICATE  required by  Paragraph F of
         Section 4.02.

         Section 5.02.  Amount of Bonds.  Upon compliance with the provisions of
Section 5.01 the Trustee  shall  authenticate  and deliver Bonds of an aggregate
principal amount up to, but not exceeding, the amount of the cash deposited with
the Trustee pursuant to Paragraph B of Section 5.01.

         Section  5.03.  Terms of Withdrawal of Cash.  Cash  deposited  with the
Trustee  under the  provisions  of Section  5.01 is in this  Restated  Indenture
sometimes  referred to as "Deposited  Cash";  and until the same shall have been
paid over by the Trustee upon the Written Order of the Company as hereinafter in
this Section  provided,  the Trustee shall hold all Deposited  Cash as a part of
the Trust Estate hereunder, subject, however, to the provisions of Section 8.11;
and, upon default in the payment of the principal of any of the Bonds,  when and
as the same shall  become due and  payable,  whether by the terms  thereof or by
declaration  or otherwise as herein  provided,  any  Deposited  Cash then in the
hands of the Trustee shall become  applicable to the purposes  specified in, and
in accordance with the provisions of, Section 11.10.

         At any time and from time to time,  whenever  the Company  shall become
entitled to the  authentication  and delivery of Bonds under the  provisions  of
Article Four, the Trustee,  upon receipt of a Resolution of the Board requesting
the payment of a specified  amount of Deposited  Cash,  and upon receipt also of
the instruments required to be delivered to the Trustee by said provisions (with
such appropriate  omissions and variations as are applicable to deposited Cash),
shall  pay upon the  Written  Order of the  Company,  and the  Company  shall be
entitled to withdraw,  Deposited Cash of an amount equal to the principal amount
of the  Bonds to whose  authentication  and  delivery  the  Company  would be so
entitled;  provided,  however,  that, upon the application to withdraw Deposited
Cash under the  provisions  of this  Section,  it shall not be necessary for the
Company to deliver to the Trustee (a) the Resolution  required by Paragraph A of
Section 4.02, or (b) any of the  certificates or parts of the Opinion of Counsel
referred to in Clauses (6) and (7) of Paragraph I of Section 4.02 or (c) the Net
Earnings Certificate required by Paragraph F of Section 4.02.

                                   ARTICLE SIX

                      AUTHENTICATION AND DELIVERY OF BONDS
              UPON RETIREMENT OF BONDS PREVIOUSLY ISSUED HEREUNDER

         Section 6.01. Additional Bonds Authorized by Retired Bonds.  Additional
Bonds of any series except  Existing Bonds may at any time and from time to time
be executed by the Company and delivered to the Trustee for authentication,  and
thereupon the same shall be  authenticated  and delivered  under this Article by
the Trustee upon the Written  Order of the Company,  upon receipt by and deposit
with the Trustee of the following:

                  A. A RESOLUTION OF THE BOARD,  requesting  the  authentication
         and delivery  pursuant to the provisions of this Article of a specified
         principal amount of Bonds of a designated series.

                  B. BONDS  theretofore  authenticated  and delivered under this
         Restated Indenture,  matured or unmatured, in negotiable form, canceled
         or uncanceled,  thereto  belonging;  provided,  however,  that, for the
         purposes of this Article,  in lieu of depositing Bonds with the Trustee
         as aforesaid, the Company may deposit or deliver to the Trustee:

                           (1) CASH  sufficient  under the provisions of Section
                  1.05, among other provisions  hereof, to pay or redeem certain
                  Bonds theretofore authenticated and delivered hereunder, which
                  cash shall be irrevocably deposited in trust for such purpose;
                  and/or

                           (2) A CERTIFICATE OF THE COMPANY, stating

                                    (a)  that   cash   sufficient   under   such
                           provisions to pay or redeem certain Bonds theretofore
                           authenticated and delivered hereunder is then held by
                           the Trustee in trust  irrevocably  for such  purpose;
                           and/or

                                    (b)   that   certain    Bonds    theretofore
                           authenticated and delivered hereunder have been paid,
                           redeemed  or   otherwise   retired  and   theretofore
                           delivered to the Trustee.

                  C.       A CERTIFICATE OF THE COMPANY, complying with the
         provisions of Section 1.02, stating

                           (1) That the Company is not in default in the
                  performance  of any of the  covenants  on its part to be
                  performed under this Restated Indenture; and

                           (2) That  the  Bonds,  the  retirement  of which  (or
                  provision  therefor) is made the basis for the  authentication
                  and delivery of Bonds hereunder as in the preceding  Paragraph
                  B provided, do not include

                                    (a) any Bond,  the  retirement of which,  in
                           any  other   previous  or  pending   application   or
                           certificate,   has  been   made  the  basis  for  the
                           authentication   and   delivery  of  a  Bond  or  the
                           withdrawal  of Bonded  Cash from the Trustee or which
                           has  been  purchased,  paid,  redeemed  or  otherwise
                           retired out of Bonded Cash pursuant to the provisions
                           of Section 8.05 or Section 8.08; or

                                    (b) any Bond  purchased,  paid,  redeemed or
                           otherwise   retired  through  the  operation  of  any
                           sinking, amortization,  improvement, renewal or other
                           analogous  fund,  if  any,  which  may  hereafter  be
                           created as provided in Section 2.05, but only if, and
                           to the extent  that,  the  supplemental  indenture or
                           other  instrument  creating such fund shall  preclude
                           the  authentication  and delivery of Bonds under this
                           Article upon the basis of the redemption, purchase or
                           other retirement of such Bond.

                  D.       The CERTIFICATES and OTHER EVIDENCE,  if any,
         specified in the Opinion of Counsel as provided by Clauses (2) and (3)
         of the following Paragraph E.

                  E.       An OPINION or OPINIONS OF COUNSEL, complying with
         the provisions of Section 1.02,

                           (1) stating that the  instruments  which have been or
                  are  therewith   delivered  to  the  Trustee  conform  to  the
                  requirements   of  this  Restated   Indenture  and  constitute
                  sufficient  authority  under this  Restated  Indenture for the
                  Trustee to authenticate and deliver the Bonds applied for, and
                  that (a) upon the basis of the deposit with the Trustee of the
                  Bonds and/or cash  deposited  and/or cash certified to be held
                  in trust, pursuant to Paragraph B of this Section,  and/or (b)
                  upon the basis of the payment,  redemption or other retirement
                  of Bonds as certified pursuant to Paragraph B of this Section,
                  the  Bonds  applied  for  may be  lawfully  authenticated  and
                  delivered under this Article;

                           (2)  specifying  the  certificate  or other  evidence
                  which  will  be  sufficient  to  show   compliance   with  the
                  requirements,  if any, of any  mortgage  recording  tax law or
                  other tax law  applicable  to the  issuance  of the Bonds then
                  applied   for,  or  stating  that  there  are  no  such  legal
                  requirements;

                           (3)  specifying  the  certificate  or other  evidence
                  which will be sufficient to show the  authorization,  approval
                  or consent  of or to the  issuance  of the Bonds then  applied
                  for, by an  Federal,  State or other  governmental  regulatory
                  body or  commission  at the time  having  jurisdiction  in the
                  premises,  or stating that no such authorization,  approval or
                  consent is required; and

                           (4) stating that, since the date of the last previous
                  Opinion of Counsel  filed with the  Trustee  pursuant  to this
                  Clause or Clause (5) of  Paragraph I of Section 4.02 or Clause
                  (4) of  Paragraph  E of Section  5.01 (or,  in the case of the
                  first  such  opinion,  since  the  date of the  execution  and
                  delivery hereof),  no bonded Property owned by the Company has
                  become  subject  to any then  subsisting  lien or  encumbrance
                  (except Permitted Encumbrances),  prior to the lien created by
                  this  Restated  Indenture  for the security of the Bonds whose
                  authentication and delivery is then applied for.

                  F.       THE NET EARNINGS CERTIFICATE required by Paragraph F
         of Section 4.02 unless either

                           (i) the Bonds,  the retirement of which (or provision
                  therefor)  is  made  the  basis  for  the  authentication  and
                  delivery of the Bonds then  applied  for,  bear  interest at a
                  higher  rate  than the Bonds  the  authentication  of which is
                  sought,  provided however, that nothing in this item (i) shall
                  be deemed to  excuse  the  Company  from  delivering  said Net
                  Earnings  Certificate if said first  mentioned Bonds shall not
                  have been  issued by the  Company or shall  have  ceased to be
                  outstanding  hereunder  during any period or periods  prior to
                  the authentication and delivery of the Bonds then applied for,
                  and during said period or periods a Net  Earnings  Certificate
                  shall  have been  delivered  to the  Trustee  pursuant  to any
                  provision  of this  Restated  Indenture  in which  the  annual
                  interest  requirements  on any such Bond  which  shall have so
                  ceased  to be  outstanding  shall not have  been  included  in
                  Interest Charges on the Secured Bonded Debt of the Company, or

                           (ii) the payment date or the redemption  date of said
                  first  mentioned Bonds (if they have been paid or have been or
                  are to be  redeemed)  or the  date of their  surrender  to the
                  Trustee  (if  they  have  been  acquired  by the  Company  and
                  surrendered  to the Trustee) is less than three years prior to
                  the maturity date stated in such Bonds.

         Section 6.02.  Amount of Bonds Equal to Retired Bonds.  Upon compliance
with the provisions of Section 6.01, the Trustee shall  authenticate and deliver
Bonds of an aggregate  principal amount up to, but not exceeding,  the principal
amount of the  Bonds  deposited  with the  Trustee,  and/or  paid,  redeemed  or
otherwise  retired,  and/or  for  whose  payment  or  redemption  cash  has been
deposited with or is held in trust by the Trustee,  as in Paragraph B of Section
6.01 provided.

         Section  6.03.  Canceled  Bonds. Every Bond delivered uncanceled to the
Trustee,  and on the  basis of which an  additional  Bond is  authenticated  and
delivered under this Article, shall be immediately canceled.

                                  ARTICLE SEVEN

                          RELEASE OF MORTGAGED PROPERTY

          Section 7.01. Company's Permitted Activities.  The Company, unless an
Event of Default shall have happened and shall not have been remedied,

                  (a) shall be  entitled to possess,  manage,  operate,  use and
         enjoy and to remain in the actual and undisturbed possession of all its
         properties   (other  than  bonds,   certificates  of  stock  and  other
         securities  and cash  deposited  or required to be  deposited  with the
         Trustee)  and to  receive,  take and use the rents,  income and profits
         thereof,  to use and consume any fuel,  oil and similar  materials  and
         supplies  consumable in the operation of any  properties of the Company
         and to use,  consume,  sell or dispose of any  electricity,  materials,
         supplies or merchandise  held by the Company for the purpose of sale in
         the ordinary course of business,  all as if this Restated Indenture had
         not been made;

                  (b) may, without  obtaining any release and without  obtaining
         the consent of the Trustee, sell or otherwise dispose of, free from the
         Lien of this Restated Indenture,  any machinery,  equipment,  tools and
         appliances  which may have become  obsolete,  inadequate or worn-out or
         otherwise  unsuitable for use in the business of the Company, and apply
         the  proceeds  thereof  toward the  replacement  of the same with other
         machinery,  equipment, tools and appliances of at least equal value and
         efficiency;

                  (c) may, without the consent of the Trustee, alter, add to and
         repair its buildings,  structures,  machinery, equipment and appliances
         appertaining  to or  used in  connection  with  the  works,  plants  or
         transmission or distribution systems of the Company;

                  (d) shall be  entitled  to receive and collect for its own use
         all dividends  paid on shares of stock of any  corporation  held by the
         Trustee  hereunder  which are paid in cash out of the earned surplus or
         net  profits  of  the  issuing   corporation   and  all  interest  upon
         obligations  or   indebtedness  of  any  person  held  by  the  Trustee
         hereunder;  and, in case such shares of stock shall be transferred into
         the name of the Trustee or of its nominee or nominees, the Trustee from
         time to time shall  execute and deliver  upon the Written  Order of the
         Company suitable  assignments and orders in favor of the Company or its
         nominee named in such order for the payment of such cash  dividends and
         interest,  and as the date of their maturity  approaches  shall deliver
         upon a like  order  any and all  coupons  representing  such  interest,
         provided,  however,  and it is  hereby  declared  and  agreed  that the
         Company  shall not be entitled to receive and the Trustee shall not pay
         over to it,

                           (i)      the principal of any obligation or
                  indebtedness at the time held by the Trustee hereunder, or

                           (ii) any dividend upon any share of stock at the time
                  held by the Trustee  hereunder  other than a dividend  paid in
                  cash out of the earned  surplus or net  profits of the issuing
                  corporation, or

                           (iii) any sum paid upon liquidation or dissolution or
                  reduction of capital or  redemption,  upon any  obligation  or
                  indebtedness or share of stock at the time held by the Trustee
                  hereunder, and

         the  Company  shall  also have the  right,  except as herein  expressly
         limited,  to vote and/or give  consents  with  respect to all shares of
         stock held by the  Trustee  hereunder,  and from time to time,  in case
         such shares of stock shall have been  transferred  into the name of the
         Trustee or of its nominee or nominees,  the  Trustee,  upon the Written
         Request  of the  Company,  shall  execute  and  deliver  or cause to be
         executed  and  delivered  to the Company or its  nominee  named in such
         Written Request  appropriate powers of attorney or proxies to vote such
         stock or to execute a waiver or consent or certificate  with respect to
         such stock,  for such  purpose or purposes as may be  specified in such
         request,  except  that  each  such  power of  attorney  or proxy may be
         limited so as to provide in effect that the powers thereby conferred to
         not include any power to vote for or to authorize or consent to any act
         or thing inconsistent with this Restated Indenture.

         Section 7.02.  Conditions of Release of Property.

                  A.  Definition  of  "Fair  Value."  For the  purposes  of this
         Section  7.02,  "Fair  Value" when  applied to property is its value as
         determined without deduction for any Prior Liens upon such property and
         without deduction to reflect that such property may be of value only to
         the Company or another  operator of the Trust Estate as a whole,  which
         value  may  be  determined  without  physical   inspection  by  use  of
         accounting  and  engineering  records and other data  maintained by, or
         available to, the Company.

                  B.  Release  Based on Bond  Ratio.  Unless an Event of Default
         shall have occurred and be continuing,  upon receipt of a Written Order
         of the  Company  requesting  the  release  of any of the  Trust  Estate
         pursuant to this  Paragraph B, the Trustee shall execute and deliver to
         the Company the  documents  and  instruments  described in Paragraph B,
         releasing  from the Lien of this  Restated  Indenture  any of the Trust
         Estate if the Fair  Value of all of the  Trust  Estate  (excluding  the
         Trust  Estate to be  released  but  including  any  Trust  Estate to be
         acquired  by  the  Company  with  the  proceeds  of,  or  otherwise  in
         connection  with, such release)  stated on the Engineer's  certificates
         delivered  pursuant  to Clause  (2) of  Paragraph  B and  Clause (3) of
         Paragraph  B, equals or exceeds an amount  equal to  twenty-fourteenths
         (20/14) of the aggregate  principal amount of Bonds  outstanding at the
         date of such Written Order of the Company as stated on the  Certificate
         of the Company  delivered  pursuant to Clause (4) of  Paragraph B, upon
         receipt by the Trustee of:

                           (1) appropriate  documents and instruments  releasing
                  without  recourse  the  interest  of the  Trustee in the Trust
                  Estate to be released, and describing in reasonable detail the
                  Trust Estate to be released;

                           (2) an Engineer's certificate, dated the date of such
                  Written Order of the Company,  stating (i) that the signers of
                  such Engineer's  certificate  have examined the Certificate of
                  the Company delivered pursuant to Clause (4) of Paragraph B in
                  connection  with such  release,  (ii) the Fair  Value,  in the
                  opinion of the signer of such Engineer's  certificate,  of (A)
                  all of the  Trust  Estate,  and (B)  the  Trust  Estate  to be
                  released,  in each  case as of a date  not  more  than 90 days
                  prior to the date of such Written  Order of the  Company,  and
                  (iii) that in the judgment of such  signers,  such release (A)
                  will not materially  adversely  affect the Company's  Electric
                  Utility  Business,  and (B) will not impair the security under
                  this Restated  Indenture in  contravention  of the  provisions
                  hereof;

                           (3) in case any Property Additions are being acquired
                  by  the  Company   with  the  proceeds  of,  or  otherwise  in
                  connection  with,  such release,  an  Engineer's  certificate,
                  dated the date of such Written Order of the Company, as to the
                  Fair  Value,  as of a date not more than 90 days  prior to the
                  date of such  Written  Order of the  Company,  of the Property
                  Additions being so acquired (and if within six months prior to
                  the  date  of  acquisition  by the  Company  of  the  Property
                  Additions being so acquired, any property included within such
                  Property  Additions  had been used or  operated by others than
                  the Company in a business similar to that in which it has been
                  or is to be used or  operated  by the  Company,  and the  Fair
                  Value thereof to the Company,  as set forth in such Engineer's
                  certificate,  is  not  less  than  one  percent  (1%)  of  the
                  aggregate  principal  amount of Bonds then  outstanding,  such
                  certificate shall be an Independent Engineer's Certificate);

                           (4) a Certificate  of the Company,  dated the date of
                  such  Written  Order  of the  Company,  stating  (i)  that the
                  aggregate principal amount of Bonds outstanding at the date of
                  such Written  Order of the Company,  and stating that the Fair
                  Value of all of the Trust Estate  (excluding  the Trust Estate
                  to be released  but  including  any  Property  Additions to be
                  acquired by the Company  with the proceeds of, or otherwise in
                  connection  with,  such  release)  stated  on  the  Engineer's
                  certificate filed pursuant to Clause (2) of Paragraph B equals
                  or exceeds an amount  equal to  twenty-fourteenths  (20/14) of
                  such  aggregate  principal  amount,  and  (ii)  that,  to  the
                  knowledge of the signer,  no Event of Default has occurred and
                  is continuing; and

                           (5)  an  Opinion  of  Counsel   complying   with  the
                  provisions of Section 1.02 stating that the instruments  which
                  have  been or are  delivered  to the  Trustee  conform  to the
                  requirements   of  this  Restated   Indenture  and  constitute
                  sufficient  authority  under this  Restated  Indenture for the
                  Trustee to execute and deliver the release requested.

                  C. Release up to a Limited  Amount.  If the Company is unable,
         or elects not, to obtain, in accordance with the preceding Paragraph B,
         the  release  from the Lien of this  Restated  Indenture  of any of the
         Trust  Estate,  unless an Event of Default  shall have  occurred and be
         continuing,  upon receipt of a Written Order of the Company  requesting
         the release of any of the Trust  Estate  pursuant to this  Paragraph C,
         the Trustee  shall execute and deliver to the Company the documents and
         instruments  described in Clause (1) of Paragraph C releasing  from the
         Lien of this  Restated  Indenture  any of the Trust  Estate if the Fair
         Value  thereof,  as  stated  on the  Engineer's  certificate  delivered
         pursuant to Clause (2) of  Paragraph C is less than one percent (1%) of
         the aggregate principal amount of Bonds outstanding at the date of such
         Written Order of the Company, provided that the aggregate Fair Value of
         all Trust Estate  released  pursuant to this  Paragraph C, as stated on
         all Engineer's  certificates  filed pursuant to this Paragraph C in any
         period of 12  consecutive  calendar  months which  includes the date of
         such Engineer's certificate, shall not exceed three percent (3%) of the
         aggregate  principal  amount of Bonds  outstanding  at the date of such
         Written  Order of the  Company  as  stated  in the  Certificate  of the
         Company  delivered  pursuant to Clause (3) of Paragraph C, upon receipt
         by the Trustee of:

                           (1) appropriate  documents and instruments  releasing
                  without  recourse  the  interest  of the  Trustee in the Trust
                  Estate to be released, and describing in reasonable detail the
                  Trust Estate to be released;

                           (2) an Engineer's certificate, dated the date of such
                  Written  Order of the Company,  stating (i) that the signer of
                  such  Engineer's  certificate  has examined the Certificate of
                  the Company delivered pursuant to Clause (2) of Paragraph C in
                  connection  with such  release,  (ii) the Fair  Value,  in the
                  opinion of the signers of such Engineer's certificate, of such
                  Trust Estate to be released as of a date not more than 90 days
                  prior to the date of such Written  Order of the  Company,  and
                  (iii) that in the judgment of such  signers,  such release (A)
                  will not materially  adversely  affect the Company's  Electric
                  Utility  Business and (B) will not impair the  security  under
                  this Restated  Indenture in  contravention  of the  provisions
                  hereof;

                           (3) a Certificate  of the Company,  dated the date of
                  such Written  Order of the Company,  stating (i) the aggregate
                  principal  amount  of  Bonds  outstanding  at the date of such
                  Written  Order of the  Company,  (ii) that one percent (1%) of
                  such aggregate  principal amount exceeds the Fair Value of the
                  Trust Estate for which such release is applied for, (iii) that
                  three percent (3%) of such aggregate  principal amount exceeds
                  the aggregate Fair Value of all Trust Estate released from the
                  Lien of this Restated  Indenture pursuant to this Paragraph C,
                  as shown by all  Engineer's  certificates  filed  pursuant  to
                  Clause (2) of  Paragraph  C in such  period of 12  consecutive
                  calendar  months,  and  (iv)  that,  to the  knowledge  of the
                  signer,  no Event of Default has occurred  and is  continuing;
                  and

                           (4)  an  Opinion  of  Counsel   complying   with  the
                  provisions of Section 1.02 stating that the instruments  which
                  have  been or are  delivered  to the  Trustee  conform  to the
                  requirements   of  this  Restated   Indenture  and  constitute
                  sufficient  authority  under this  Restated  Indenture for the
                  Trustee to execute and deliver the release requested.

                  D. Release by Deposit of Cash,  Purchase Money  Obligations or
         Property Additions. If the Company is unable, or elects not, to obtain,
         in accordance with Paragraphs B or C, the release from the Lien of this
         Restated  Indenture  of any of the  Trust  Estate,  unless  an Event of
         Default shall have occurred and be continuing, upon receipt and deposit
         of a Written Order of the Company  requesting the release of any of the
         Trust Estate pursuant to this Paragraph D and those items at Clause (2)
         in this  Paragraph  D, the  Trustee  shall  execute  and deliver to the
         Company  the  documents  and  instruments  described  in Clause  (1) of
         Paragraph  D releasing  from the Lien of this  Restated  Indenture  the
         Trust Estate described in the Written Order of the Company.

                           (1) appropriate  documents and instruments  releasing
                  without  recourse  the  interests  of the Trustee in the Trust
                  Estate to be released, and describing in reasonable detail the
                  Trust Estate to be released;

                           (2) Cash in an  amount  equal to the  greater  of the
                  following items (i) and (ii):

                                    (i)     the Fair Value of the property to
                           be released, or

                                    (ii)  the  consideration  received  or to be
                           received by the Company  therefor  (valuing  purchase
                           money  obligations  at  their  principal  amount  and
                           property  received  in  exchange at its Fair Value as
                           stated in said certificate),

         provided,  however,  that in lieu of all or any part of such cash,  the
         Company  shall have the right to deposit with or deliver to the Trustee
         any of the following:

                           (a) Purchase Money Obligations  secured by a mortgage
                  on the  property to be  released,  or a portion  thereof,  not
                  exceeding in principal  amount  seventy  percent  (70%) of the
                  Fair Value (as  certified  as above set forth) of the property
                  covered by such purchase money mortgage,  which purchase money
                  obligations and the mortgages securing the same, shall be duly
                  assigned  to the  Trustee and shall be received by the Trustee
                  at the  principal  amount  thereof in lieu of cash;  provided,
                  however,  that the Trustee  shall not accept any such purchase
                  money  obligations  in lieu of cash as provided in this Clause
                  if thereby  the  aggregate  principal  amount of all  purchase
                  money  obligations  received by the  Trustee  pursuant to this
                  Clause  and at the time  held by the  Trustee  would  equal or
                  exceed 10  percent of the  principal  amount of all Bonds then
                  outstanding hereunder.

                           (b) A Certificate of the trustee or other holder of a
                  Prior Lien on all or any part of the  property to be released,
                  stating  that a  specific  amount of cash  and/or a  specified
                  principal   amount  of  purchase  money   obligations  of  the
                  character  described  in  subparagraph  (a) of this Clause and
                  representing proceeds of the sale of such property,  have been
                  deposited  with such trustee or other  holder  pursuant to the
                  requirements of such Prior Lien, provided,  however,  that the
                  aggregate of the cash and principal  amount of purchase  money
                  obligations  so  certified  at any one time  shall in no event
                  exceed  the  principal  amount of the Prior  Lien  Obligations
                  outstanding  thereunder,  less any  amounts  then  held by the
                  trustee or other  holder of such Prior Lien other than for the
                  payment or  redemption  of Prior Lien  Obligations  not deemed
                  outstanding  under the  provisions of Section  4.01;  and such
                  certificate  shall be  received by the Trustee in lieu of cash
                  equal to the cash and the  principal  amount  of the  purchase
                  money  obligations  so certified to have been  deposited  with
                  such trustee or other holder of such Prior Lien.

                           (c) The Certificates,  Opinions and Other Instruments
                  which the Company would be required to furnish to the Trustee,
                  upon an  application  for the  authentication  and delivery of
                  Bonds on the basis of Property  Additions  under Article Four,
                  but  with  the  following  variations  and  omissions  of  the
                  instruments specified in Section 4:02:

                                    (i) There shall be an  additional  statement
                           in Clause (2) of the Property Additions  Certificate,
                           to the effect that no part of the Property  Additions
                           therein  described has in any other  previous or then
                           pending  application  been  made  the  basis  for the
                           release  of any  Unbonded  Property  from the lien of
                           this Restated  Indenture or for the withdrawal of any
                           Unbonded Cash from the Trustee or from the trustee or
                           other holder of a Prior Lien, or to repair,  replace,
                           or restore insured Unbonded Property which shall have
                           been  damaged or  destroyed  but the  proceeds of the
                           insurance on which shall not have been required to be
                           paid to the  Trustee  pursuant to the  provisions  of
                           Section 9.09;

                                    (ii)  It  shall  not be  necessary  for  the
                           Company  to  deliver to the  Trustee  the  Resolution
                           required by Paragraph A, the Retirements  Certificate
                           required by Paragraph E, the Net Earnings Certificate
                           required by Paragraph  F, or any of the  certificates
                           or parts of the  Opinion  of Counsel  referred  to in
                           Clauses (6) and (7) of Paragraph I of Section 4.02;

                                    (iii) The  Summary  Certificate  required by
                           Paragraph  G of  Section  4.02  shall show only Gross
                           Bondable  Additions  and may  include  any  Additions
                           Credit; and

                                    (iv)  If  no  part  of  the  property  to be
                           released is Bonded  Property and such property or any
                           part thereof is subject to a Prior Lien, the Property
                           Additions  then so  certified  may be  subject to the
                           same  Prior   Lien,   and  the   Property   Additions
                           Certificate  required by  Paragraph B of Section 4.02
                           and the Opinion of Counsel required by Paragraph I of
                           Section 4.02 may be modified accordingly.

                           Such  Certificates,  Opinions  and Other  Instruments
                  shall be  received  by the  Trustee  in lieu of cash up to the
                  amount of the Gross  Bondable  Additions  so  certified to the
                  Trustee.

                           (3) An Opinion or Opinions of Counsel, complying with
                  the provisions of Section 1.02,

                                    (a) stating that the instruments  which have
                           been  or  are  therewith  delivered  to  the  Trustee
                           conform  to  the   requirements   of  this   Restated
                           Indenture and constitute  sufficient  authority under
                           this  Restated  Indenture  for the Trustee to execute
                           and deliver the release requested, and that, upon the
                           basis  of  the  cash,   purchase  money  obligations,
                           certificates,    opinions   and   other   instruments
                           delivered  to the Trustee  pursuant to Paragraph D of
                           this Section,  the property so sold or disposed of or
                           contracted  to be sold or disposed of may lawfully be
                           released  from  the lien of this  Restated  Indenture
                           pursuant to the provisions of this Section;

                                    (b)   stating   that  the   purchase   money
                           obligations,  if any,  delivered to the Trustee or to
                           the trustee or other holder of a Prior Lien  pursuant
                           to  subparagraph  (a) of Clause (2) of Paragraph D of
                           this  Section  are  valid  obligations  and are  duly
                           secured   by  a   valid   purchase   money   mortgage
                           constituting  a direct lien upon all the  property to
                           be released,  or upon the portion thereof  described,
                           free  and  clear  of  all  prior  liens,  charges  or
                           encumbrances, except any Prior Liens or other charges
                           or  encumbrances  prior to the lien of this  Restated
                           Indenture  which may have  existed on the property to
                           be  released  immediately  prior to such  release and
                           that the  assignment  of any mortgage  securing  such
                           purchase money obligations is valid and in recordable
                           form; and

                                    (c) in case, pursuant to subparagraph (a) of
                           Clause (2) of Paragraph D of this  Section,  any cash
                           or purchase money  obligations  shall be certified to
                           have been  deposited with the trustee or other holder
                           of a Prior  Lien,  stating  that the  property  to be
                           released,  or a  specified  portion  thereof,  is  or
                           immediately  before  such  sale  or  disposition  was
                           subject to such  Prior Lien and that such  deposit is
                           required by such Prior Lien.

         Section 7.03. Release of Property Upon Eminent Domain.  Should any part
of the Trust Estate be taken by the  exercise of the power of eminent  domain or
should any  State,  municipality  or other  governmental  authority  at any time
exercise  any  right  which it may then have to  purchase  any part of the Trust
Estate,  the Company,  forthwith upon receipt,,  shall deposit the award for any
property so taken by eminent  domain  and/or the  proceeds of any such  purchase
with the Trustee, or, to the extent required,  in the Opinion of Counsel, by the
terms of a Prior Lien on all or any part of any property so taken or  purchased,
with the trustee or other  holder of such Prior  Lien.  In the event of any such
taking  or  purchase,  the  Trustee  shall  release  the  property  so  taken or
purchased, but only upon receipt by and deposit with the Trustee of:

                  A. A RESOLUTION OF THE BOARD, requesting such release and
         describing the property so to be released.

                  B. A CERTIFICATE OF THE COMPANY, complying with the provisions
         of Section  1.02,  stating that such property has been taken by eminent
         domain and the amount of the award therefor,  or that said property has
         been purchased by a State, municipality or other governmental authority
         pursuant to a right  vested in it to  purchase  such  property  and the
         amount of the proceeds of such purchase,  and also stating  whether any
         of such property was Bonded Property.

                  C.  The  AWARD  for  said  property  or the  PROCEEDS  of such
         purchase;  provided,  however, that, in lieu of all or any part of such
         award or proceeds,  the Company  shall have the right to deliver to the
         Trustee a CERTIFICATE of the trustee or other holder of a Prior Lien on
         all or any part of the property to be released, stating that said award
         or proceeds,  or such specified  part thereon,  has been deposited with
         such trustee or other holder pursuant to the requirements of such Prior
         Lien.

                 D. AN OPINION OF COUNSEL,  complying  with the  provisions
         of Section 1.02, stating

                           (1) that such  property  has been  duly  taken by the
                  exercise  of the  power of  eminent  domain,  or has been duly
                  purchased  by a  State,  municipality  or  other  governmental
                  authority  in the exercise of a right which it had to purchase
                  such property, and that the instruments which have been or are
                  therewith delivered to the Trustee conform to the requirements
                  of this Restated Indenture and constitute sufficient authority
                  under this Restated  Indenture for the Trustees to execute and
                  deliver the release requested;

                           (2) that the amount of the award for the  property so
                  taken by eminent  domain or the amount of the  proceeds of the
                  property  so  purchased,  is not less than the amount to which
                  the Company is entitled  under the  applicable  laws governing
                  such taking, or under the terms of such right to purchase,  as
                  the case may be; and

                           (3) in case,  pursuant to the preceding  Paragraph C,
                  the award for said property or the proceeds of such  purchase,
                  or any  portion  thereof,  shall  be  certified  to have  been
                  deposited  with the  trustee or other  holder of a Prior Lien,
                  that the  property  to be  released,  or a  specified  portion
                  thereof,  is or immediately before such taking or purchase was
                  subject to such Prior Lien,  and that such deposit is required
                  by such Prior Lien.

         In any  proceedings for the taking or purchase of any part of the Trust
Estate by the  exercise of eminent  domain or by virtue of any right of purchase
vested in any State,  municipality or other governmental authority,  the Trustee
may be represented by counsel, who may be counsel for the Company.

         Section 7.04.  Release under  Authority of Trustee or  Bondholder.  The
Company,  while in  possession,  of the Trust Estate (other than  securities and
cash held by the Trustee,  or the trustee, or other holder of a prior lien), may
do any of the things enumerated in Section 7.01 notwithstanding that an Event of
Default  shall have happened and shall not have been  remedied;  and the Company
may do any of the things enumerated in Section 7.02  notwithstanding  that it is
in default in the  performance  of a covenant on its part to be performed  under
this Restated Indenture, if the Trustee, in its discretion, or the holders of at
least a  majority  in  amount  of the  Bonds at the time  outstanding,  shall in
writing expressly authorize or consent to such action.

         Section 7.05. In Event of Receiver or Trustee  Possessing Trust Estate.
In case the Trust Estate (other than  securities and cash held by the Trustee or
the trustee or other  holder of a Prior Lien)  shall be in the  possession  of a
receiver or trustee  lawfully  appointed,  the powers in this Article  conferred
upon the Company  with respect to the sale or other  disposition  and release of
the Trust Estate may, to the extent permitted by applicable law, be exercised by
such receiver or trustee  (subject,  in the cases  specified in Section 7.04, to
authorization or consent of the Trustee or Bondholders as provided therein),  in
which case a written  request signed by said receiver or trustee shall be deemed
the  equivalent  of the Written  Order of the Company or Resolution of the Board
required by Section 7.02 or 7.03 and a  certificate  signed by such  receiver or
trustee  shall be  deemed  the  equivalent  of any  Certificate  of the  Company
required by any provision of this Restated  Indenture,  and no such  certificate
need  contain a  statement  to the  effect  that the  Company  is not in default
hereunder. If the Trustee shall be in possession of the Trust Estate (other than
securities  and cash held by the trustee or other  holder of a Prior Lien) under
any provision of this Restated  Indenture,  then such powers may be exercised by
the Trustee in its discretion.

         Section 7.06.  Purchasers in Good Faith.  No purchaser in good faith of
property  purporting  to be released  herefrom  shall be bound to ascertain  the
authority  of the  Trustee  to  execute  the  release  or to  inquire  as to the
existence of any conditions  required by the provisions  hereof for the exercise
of such authority;  nor shall any purchaser or grantee of any property or rights
permitted  by this Article to be sold,  granted or otherwise  disposed of by the
Company,  be under any  obligation to ascertain or inquire into the authority of
the Company to make any such sale, grant or other disposition.

         Section  7.07.   Application  of  Cash.   Except  as  herein  otherwise
specifically  provided,  cash  received by the Trustee  pursuant to this Article
shall be held and paid over or applied by the  Trustee  as  provided  in Article
Eight,  and all purchase money  obligations  received by the Trustee pursuant to
this Article or pursuant to Section 9.07, shall be held by the Trustee as a part
of the Trust Estate.  The principal of and (subject to the provisions of Section
7.01) interest on all such  obligations  shall be received by the trustee as and
when the same shall become payable, and the Trustee may take any action which in
its judgment may be desirable or necessary for the collection thereof or for the
enforcement  of the  security  therefor.  Unless an Event of Default  shall have
occurred  and shall not have been  remedied,  or unless to the  knowledge of the
Trustee  the  Company  shall  be in  default  in the  performance  of any of the
covenants  on its  part to be  performed  under  this  Restated  Indenture,  all
interest  received by the Trustee on any such obligation shall be paid from time
to time to the Company upon its Written Order of the Company in accordance  with
Clause (d) of Section 7.01.

         Upon  payment  by or on behalf of the  Company  to the  Trustee  of the
principal  amount  of any such  obligation,  or the  portion  thereof  remaining
unpaid,  the Trustee shall release and surrender such  obligation to the Company
upon its Written Order of the Company.

                                  ARTICLE EIGHT

                   APPLICATION AND WITHDRAWAL OF TRUST MONEYS

         Section 8.01. General  Provisions--Withdrawing Trust Moneys. All moneys
received  by the  Trustee  upon the  release of  property  from the Lien of this
Restated  Indenture,  including the principal of all purchase money  obligations
when paid, and all moneys received by the Trustee as  compensation  for any part
of the Trust  Estate  taken by the  exercise  of the power of eminent  domain or
purchased  by a public  authority,  and all moneys  received  by the  Trustee as
proceeds of the sale of or insurance upon any part of the Trust Estate,  and all
other moneys elsewhere herein provided to be held and applied as in this Article
provided,  and all moneys,  if any (but in no event including  Deposited Cash as
defined in Section  5.03),  received by the Trustee the  disposition of which is
not  elsewhere  herein  otherwise  specifically  provided for (herein  sometimes
called "Trust Moneys," whether the same be Bonded Cash or Unbonded Cash),  shall
be held by the Trustee as a part of the Trust  Estate,  and, upon default in the
payment of the  principal  of any of the Bonds when and as the same shall become
due and payable, whether by the terms thereof or by declaration or otherwise, as
herein  provided,  said moneys  shall,  unless and until such  default  shall be
remedied,  be  applicable  only to the purposes  specified in, and in accordance
with the  provision of,  Section  11.10;  but,  unless such a default shall have
happened and shall not have been remedied, all or any part of said Trust Moneys,
at the request and  election of the Company,  except as  otherwise  specifically
provided herein,  may be withdrawn from and shall be applied by the Trustee from
time to time as provided in Section 8.02, 8.03, 8.04, 8.05, 8.06 or 8.07.

         Section 8.02. Trust Moneys Withdrawn Against Gross Bondable  Additions.
Trust Moneys may be withdrawn  and shall be paid by the Trustee upon the Written
Order of the  Company  at any time and from  time to time  upon  receipt  by and
deposit with the Trustee of the following:

                  A. A RESOLUTION OF THE BOARD,  requesting  the  withdrawal and
         payment of a specified  amount of Trust  Moneys,  and  designating  the
         Trust Moneys so to be withdrawn.

                  B. A CERTIFICATE OF THE COMPANY, complying with the provisions
         of Section 1.02,  stating whether any part of the Trust Moneys so to be
         withdrawn is Bonded Cash.

                  C. The CERTIFICATES,  OPINIONS and OTHER INSTRUMENTS which the
         Company  would  be  required  to  furnish  to  the  Trustee,   upon  an
         application for the  authentication  and delivery of Bonds on the basis
         of  Property  Additions  under  Article  Four,  but with the  following
         variations and omissions of the instruments specified in Section 4.02:

                           (1) Clause (1) of the Property Additions  Certificate
                  shall  contain an  additional  statement to the effect that no
                  part of the  Property  Additions  therein  described  has been
                  acquired  by the  Company  more than 60 days prior to the date
                  when the Trustee  received the Trust Moneys the  withdrawal of
                  which  is  then  requested  (or in the  case of  Trust  Moneys
                  representing the proceeds of purchase money  obligations,  the
                  date when the Trustee received such proceeds);

                           (2) There shall be an additional  statement in Clause
                  (2) of the Property Additions Certificate,  to the effect that
                  no part of the Property Additions therein described has in any
                  other previous or then pending application been made the basis
                  for the release of any Unbonded Property from the Lien of this
                  Restated Indenture, or for the withdrawal of any Unbonded Cash
                  from the  Trustee  or from the  trustee  or other  holder of a
                  Prior  Lien  and  that  no part  of  said  Property  Additions
                  includes any property  acquired or  constructed by the Company
                  in the  performance  of its duty to replace  old,  inadequate,
                  obsolete or worn out Unbonded Property disposed of pursuant to
                  Paragraph  (b) of  Section  7.01,  or to repair,  replace,  or
                  restore  uninsured  Unbonded  Property  which  shall have been
                  damaged or  destroyed  but the  proceeds of the  insurance  on
                  which  shall not have been  required to be paid to the Trustee
                  pursuant to the  provisions  of Section  9.09;  said  Property
                  Additional Certificate shall include no Additions Credits; and
                  said  Property  Additions  Certificate  need not  contain  the
                  statements required by Clause (12) thereof;

                           (3) It shall  not be  necessary  for the  Company  to
                  deliver to the Trustee the Resolution required by Paragraph A,
                  the  Retirements  Certificate  required  by  Paragraph  E, the
                  Earnings  Certificate  required by  Paragraph F, or any of the
                  certificates or parts of the Opinion of Counsel referred to in
                  Clauses (6) and (7) of Paragraph I of Section 4.02;

                           (4) The Summary  Certificate  required by Paragraph G
                  of Section 4.02 shall show only Gross  Bondable  Additions and
                  shall not include any Additions Credit.

                  D. An OPINION  or  OPINIONS  OF  COUNSEL,  complying  with the
         provisions of Section  1.02,  stating that the  instruments  which have
         been  or  are  therewith  delivered  to  the  Trustee  conform  to  the
         requirements  of this  Restated  Indenture  and  constitute  sufficient
         authority under this Restated Indenture for the Trustee to pay over the
         Trust Moneys applied for, and that upon the basis of the acquisition of
         the Property Additions described in the Property Additions  Certificate
         delivered to the Trustee  pursuant to Paragraph C of this Section,  the
         Trust Moneys the  withdrawal of which is then requested may be lawfully
         paid over under this Section.

         Subject to the  provisions of Section 8.08,  upon  compliance  with the
foregoing  provisions of this Section, the Company shall be entitled to withdraw
and the  Trustee  shall pay upon the  Written  Order of the Company an amount of
Trust Moneys equal to the amount of the Gross Bondable Additions so certified to
the Trustee pursuant to Paragraph C of this Section.

         Section 8.03.  Trust Moneys Withdrawn  Against Net Bondable  Additions.
Trust  Moneys may be  withdrawn  and shall be paid by the Trustee on the Written
Order of the  Company  at any time and from  time to time  upon  receipt  by and
deposit with the Trustee of the following:

                  A. A RESOLUTION OF THE BOARD  requesting  the  withdrawal  and
         payment of a specified  amount of Trust  Moneys,  and  designating  the
         Trust Moneys so to be withdrawn.

                  B. A CERTIFICATE OF THE COMPANY  complying with the provisions
         of Section 1.02 stating  whether any part of the Trust Moneys so to be
         withdrawn is Bonded Cash.

                  C. The CERTIFICATES,  OPINIONS and OTHER INSTRUMENTS which the
         Company  would  be  required  to  furnish  to  the  Trustee,   upon  an
         application for the  authentication  and delivery of Bonds on the basis
         of Net Bondable  Additions  under Article Four,  but with the following
         variations and omissions of the instruments specified in Section 4.02:

                          (1) Clause (1) of the Property Additions  Certificate
                  shall  contain an  additional  statement to the effect that no
                  part of the  Property  Additions  therein  specified  has been
                  acquired  by the  Company  more than three  years prior to the
                  date when the Trustee received the Trust Moneys the withdrawal
                  of which  is then  requested  (or in the case of Trust  Moneys
                  representing the proceeds of purchase money  obligations,  the
                  date when the Trustee received such proceeds);

                           (2) There shall be an additional  statement in Clause
                  (2) of the Property  Additions  Certificate to the effect that
                  none of the Property  Additions  therein  described has in any
                  other previous or then pending application been made the basis
                  for the release of any Unbonded Property from the lien of this
                  Restated  Indenture or for the withdrawal of any Unbonded Cash
                  from the  Trustee  or from the  trustee  or other  holder of a
                  Prior  Lien  and  that  no part  of  said  Property  Additions
                  includes any property  acquired or  constructed by the Company
                  in the  performance  of its duty to replace  old,  inadequate,
                  obsolete or worn out Unbonded Property disposed of pursuant to
                  Paragraph  (b) of  Section  7.01,  or to  repair,  replace  or
                  restore  Unbonded  Property  which shall have been  damaged or
                  destroyed but the proceeds of the insurance on which shall not
                  have been  required to be paid to the Trustee  pursuant to the
                  provisions of Section 9.09; and a like additional statement in
                  Clause (12) with reference to Property Additions  reflected in
                  any  unused   Additions   Credit  included  in  said  Property
                  Additions Certificate;

                           (3) It shall  not be  necessary  for the  Company  to
                  deliver to the Trustee the Resolution required by Paragraph A,
                  the  Retirements  Certificate  required  by  Paragraph  E, the
                  Earnings  Certificate  required by  Paragraph F, or any of the
                  certificates or parts of the Opinion of Counsel referred to in
                  Clauses (6) and (7) of Paragraph I of Section 4.02;

                           (4) The Summary  Certificate  required by Paragraph G
                  of Section 4.02 shall show only Gross Bondable Additions,  and
                  shall not include any Additions Credit.

                  D. An OPINION  or  OPINIONS  OF  COUNSEL,  complying  with the
         provisions of Section  1.02,  stating that the  instruments  which have
         been  or  are  therewith  delivered  to  the  Trustee  conform  to  the
         requirements  of this  Restated  Indenture  and  constitute  sufficient
         authority under this Restated Indenture for the Trustee to pay over the
         Trust Moneys applied for, and that upon the basis of the acquisition of
         the Property Additions described in the Property Additions  Certificate
         delivered to the Trustee  pursuant to Paragraph C of this Section,  the
         Trust Moneys the  withdrawal of which is then requested may be lawfully
         paid over under this Section.

         Subject to the  provisions of Section 8.08,  upon  compliance  with the
foregoing  provisions of this Section, the Company shall be entitled to withdraw
and the  Trustee  shall pay upon the  Written  Order of the Company an amount of
Trust Moneys equal to the amount of the Gross Bondable Additions so certified to
the Trustee pursuant to Paragraph C of this Section.

         Section 8.04. Trust Moneys Withdrawn Against Bonds. Trust Moneys may be
withdrawn and shall be paid by the Trustee upon the Written Order of the Company
at any time and from time to time,  upon receipt by and deposit with the Trustee
of the following:

                  A. A RESOLUTION OF THE BOARD,  requesting  the  withdrawal and
         payment of a specified  amount of Trust  Moneys,  and  designating  the
         Trust Moneys so to be withdrawn.

                  B. A CERTIFICATE OF THE COMPANY, complying with the provisions
         of Section 1.02,  stating whether any part of the Trust Moneys so to be
         withdrawn is Bonded Cash;

                  C. The BONDS,  CERTIFICATES,  OPINIONS  and OTHER  INSTRUMENTS
         which the Company  would be required to furnish to the Trustee  upon an
         application for the  authentication and delivery of Bonds under Article
         Six, but with the following  variations or omissions of the instruments
         specified in Section 6.01:

                           (1)  The  Certificate  of  the  Company  required  by
                  Paragraph  C of  Section  6.01  shall  contain  an  additional
                  statement  to the effect  that all of the Bonds which are then
                  made the basis of the  withdrawal  of such  Trust  Moneys  are
                  Bonds  which were  originally  issued by the Company by way of
                  bona fide sale,  other than to an Affiliate of the Company and
                  which were outstanding in the hands of holders thereof,  other
                  than the Company or an Affiliate of the Company, within the 60
                  days immediately  preceding the date when the Trustee received
                  the Trust Moneys whose withdrawal is then requested (or in the
                  case of Trust  Moneys  representing  the  proceeds of purchase
                  money  obligations,  the date when the Trustee  received  such
                  proceeds);

                           (2)  The  Certificate  of  the  Company  required  by
                  Paragraph  C of  Section  6.01  shall  contain  an  additional
                  statement to the effect that the Bonds which are then made the
                  basis for the  withdrawal of the Trust Moneys then applied for
                  do not  include  any Bond which in any other  previous or then
                  pending application has been made the basis for the withdrawal
                  of any  Unbonded  Cash  from the  Trustee  or  which  has been
                  purchased,  paid  or  redeemed  or  otherwise  retired  out of
                  Unbonded Cash  pursuant to the  provisions of Sections 8.05 or
                  8.08;

                           (3) It shall  not be  necessary  for the  Company  to
                  deliver to the Trustee the Resolution  required by Paragraph A
                  of  Section  6.01 or any of the  certificates  or parts of the
                  Opinion of Counsel  referred to in Clauses (2), (3) and (4) of
                  Paragraph  E of  Section  6.01  or  the  Earnings  Certificate
                  required by Paragraph F of Section 6.01.

                  D. An OPINION  or  OPINIONS  OF  COUNSEL,  complying  with the
         provisions of Section  1.02,  stating that the  instruments  which have
         been  or  are  therewith  delivered  to  the  Trustee  conform  to  the
         requirements  of this  Restated  Indenture  and  constitute  sufficient
         authority under this Restated Indenture for the Trustee to pay over the
         Trust Moneys  applied for, and that,  upon the basis of the  retirement
         (or  provision  therefor)  of the  Bonds  then  made  the  basis of the
         withdrawal  of  such  Trust  Moneys  pursuant  to  Paragraph  C of this
         Section,  such  Trust  Moneys  may be  lawfully  paid over  under  this
         Section.

         Subject to the  provisions of Section 8.08,  upon  compliance  with the
foregoing  provisions of this Section, the Company shall be entitled to withdraw
and the  Trustee  shall pay upon the  Written  Order of the Company an amount of
Trust Moneys equal to the  principal  amount of the Bonds then made the basis of
such withdrawal of Trust Moneys pursuant to Paragraph C of this Section.

         Section 8.05. Trust Moneys Withdrawn to Redeem Bonds.  Trust Moneys may
be  applied by the  Trustee at any time and from time to time to the  payment of
the principal of Bonds upon redemption prior to maturity or upon the purchase of
Bonds  upon  tender  or in the  open  market  or at  private  sale or  upon  any
securities  exchange or in any one or more of said ways,  as the  Company  shall
determine, upon receipt by and deposit with the Trustee of the following:

                  A. A  RESOLUTION  OF THE  BOARD,  requesting  the  application
         pursuant to the  provisions  of this  Section of a specified  amount of
         Trust  Moneys,  designating  the  Trust  Moneys so to be  applied,  and
         specifying  the principal  amount of Bonds and the series thereof to be
         redeemed and the  redemption  price,  or, in case such moneys are to be
         applied to the purchase of Bonds,  prescribing  the method of purchase,
         the price or prices to be paid,  which price or prices shall not exceed
         such then current redemption price, and the maximum principal amount of
         Bonds and the series thereof to be purchased.

                  B. CASH  sufficient in the opinion of the Trustee to cover the
         amount of the accrued interest and premium, if any, required to be paid
         in connection with any such redemption or purchase, which cash shall be
         held by the Trustee in trust for such  purpose,  and, to the extent not
         required for such purpose, shall be repaid to the Company.

                  C. A CERTIFICATE OF THE COMPANY, complying with the provisions
         of Section 1.02,

                           (1)      Stating whether any part of the Trust Moneys
                  so to be applied is Bonded Cash;

                           (2)  Stating  that  all  Bonds so to be  redeemed  or
                  purchased were originally issued by the Company by way of bona
                  fide sale;

                           (3) Either (i)  describing all Bonds of any series of
                  which Bonds are to be redeemed  owned  legally or equitably by
                  the Company or an Affiliate of the Company which were acquired
                  by the Company or by any  Affiliate  of the  Company  sixty or
                  more days  prior to the date  when the  Trustee  received  the
                  Trust Moneys whose  application to such redemption or purchase
                  is then requested (or in the case of Trust Moneys representing
                  the proceeds of purchase money obligations,  the date when the
                  Trustee  received such  proceeds) or (ii) stating that no such
                  Bonds are to be so redeemed or purchased; and

                           (4) Stating that the Company is not in default in the
                  performance  of  any  of  the  covenants  on  its  part  to be
                  performed under this Restated Indenture.

                  D. An OPINION OF COUNSEL,  complying  with the  provisions  of
         Section  1.02,  stating  that it is proper for the  Trustee,  under the
         provisions  of this Section,  to apply Trust Moneys in accordance  with
         such  Resolution of the Board,  and specifying the certificate or other
         evidence which will be sufficient to show the  authorization,  approval
         or  consent  of or to  such  payment,  redemption  or  purchase  by the
         Company, by any Federal, State or other governmental regulatory body or
         commission at the time having jurisdiction in the premises,  or stating
         that no such authorization, approval or consent is required.

                  E. THE CERTIFICATE OR CERTIFICATES AND OTHER EVIDENCE, if any,
         specified  in the  Opinion  of  Counsel as  provided  in the  foregoing
         Paragraph D.

         Subject to the  provisions of Section 8.08,  upon  compliance  with the
foregoing  provisions of this  Section,  the Trustee shall apply Trust Moneys as
requested  by said  Resolution  of the Board for the  purpose of  purchasing  or
redeeming  Bonds  (other  than  Bonds,  if any,  described  in  Item  (i) of the
foregoing  Clause  (3) of  Paragraph  C) using the cash  deposited  pursuant  to
Paragraph  B of this  Section,  to the  extent  necessary,  to pay  any  accrued
interest and premium or excess over the principal amount of the Bonds purchased,
in connection with any such redemption or purchase.

         Section 8.06.  Trust Moneys  Withdrawn for Repairs.  To the extent that
any Trust Moneys are proceeds of  insurance  upon any part of the Trust  Estate,
they may be paid over upon the Written  Request of the Company to reimburse  the
Company  for  expenditures  made for the  purpose  of  repairing,  restoring  or
replacing the property destroyed or damaged,  upon the receipt by the Trustee of
the following:

                  A. A CERTIFICATE  OF THE COMPANY,  complying  with the
         provisions of Section 1.02 signed also by an Engineer as to Clause (2)
         of this Paragraph A, stating:

                           (1)  Whether any part of the Trust Moneys so to be
                  withdrawn is Bonded Cash;

                           (2)  That   expenditures  have  been  made  for  such
                  purpose,   and  the  amount   thereof,   and  giving  a  brief
                  description  of the nature of such repairs,  restorations  and
                  replacements and also stating the Fair Value to the Company of
                  such repairs,  restorations or replacements,  and also stating
                  that no part of such repairs, restorations or replacements has
                  in any  previous  or then  pending  application  been made the
                  basis  for the  authentication  and  delivery  of Bonds or the
                  withdrawal of any cash or the release of any property from the
                  lien of this Restated Indenture, or of a Prior Lien;

                           (3) That there is no outstanding  indebtedness of the
                  Company  known,  after due  inquiry,  to the  Company  for the
                  purchase  price or  construction  of, or for  labor,  wages or
                  materials  in  connection  with  the   construction  of,  such
                  repairs, restorations or replacements,  which could become the
                  basis of a Prior Lien thereon and which, in the opinion of the
                  signers  of  said  Certificate  might  materially  impair  the
                  security afforded thereby.

                  B. AN OPINION  OF COUNSEL  complying  with the  provisions  of
         Section  1.02,  to  the  effect  that  such  repairs,  restorations  or
         replacements are subject to the direct lien of this Restated  Indenture
         free from all other liens, charges or encumbrances prior to the lien of
         this Restated  Indenture,  except  Permitted  Encumbrances,  and except
         also, any Prior Liens,  charges,  or encumbrances to which the property
         so  destroyed  or damaged  shall have been  subject at the time of such
         destruction or damage.

         The amount of Trust  Moneys so to be paid shall be an amount up to, but
not exceeding,  the Fair Value to the Company of the expenditures stated in such
Certificate.

         Section 8.07.  Trust Moneys  Withdrawn  for Taxes.  Trust Moneys may be
withdrawn  and shall be paid upon the Written  Order of the Company,  subject to
the provisions  set forth below,  at any time and from time to time upon receipt
by and deposit with the Trustee of the following:

                  A. A RESOLUTION OF THE BOARD,  requesting  the  withdrawal and
         payment of a specified  amount of Trust  Moneys,  and  designating  the
         Trust Moneys so to be withdrawn.

                  B. A CERTIFICATE OF THE COMPANY, complying with the provisions
         of Section 1.02, stating:

                           (1) Whether any part of the Trust Moneys so to be
                  withdrawn is Bonded Cash.

                           (2) That the  Company has  theretofore,  on a date or
                  dates  specified,  delivered to and deposited with the Trustee
                  the CASH and/or PURCHASE MONEY  OBLIGATIONS,  CERTIFICATES and
                  OPINIONS  required  upon  the  release  of  certain  specified
                  property  or  securities,  as the  case  may be,  pursuant  to
                  Article Seven.

                           (3) That the Company has  theretofore,  paid  Federal
                  income taxes or other Federal taxes based on or measured by or
                  in  respect  of net  income  for a  specified  period,  in the
                  computation  of  which  taxes,   gains  or  profits  from  the
                  disposition   of  such  property  or   securities   have  been
                  reflected, and stating:

                                    (a)     the amount of such taxes so paid;

                                    (b) the  amount  of  taxable  gain or profit
                           from the  disposition  of such property or securities
                           reflected in the computation of said taxes,  provided
                           that  there   shall  not  be  included  in  any  such
                           Certificate,  any gain or profit in  connection  with
                           any particular  disposition of property or securities
                           if the  amount  of the gain or  profit  is less  than
                           $150,000;

                                    (c) the net  taxable  income of the  Company
                           from whatever source, including gains or profits upon
                           the disposition of property or securities  whether or
                           not  included  in the  foregoing  item  (b),  for the
                           period in respect of which such taxes were levied;

                                    (d) such other facts as, in the  judgment of
                           the  Trustee,  may  be  necessary  to  determine  the
                           taxable  gains,  profits or income  derived  from the
                           disposition  of such property or  securities  and the
                           net taxable income of the Company; and

                                    (e)  that the  amount  of  reimbursement  to
                           which the Company is entitled, in accordance with the
                           provisions of this Section, is a specified sum.

                           (4) That the  aforesaid  taxes were levied in respect
                  of income  for a tax year or other tax  period  ended not more
                  than twelve months prior to the date of the Certificate.

                  C. A COPY OF THE TAX RETURN OR RETURNS  covering  the taxes in
         respect of which reimbursement is sought.

                  D. A CERTIFICATE OF AN INDEPENDENT ACCOUNTANT, selected by the
         Company and approved by the Trustee in the exercise of reasonable care,
         complying  with  the  provisions  of  Section  1.02,  stating  that the
         computation  of the  amount of  reimbursement  to which the  Company is
         entitled  as  set  forth  in  subparagraph  (e)  of  Clause  (3) of the
         foregoing Paragraph B is, in the opinion of the signer, in all respects
         in accordance with the provisions of this Section.

                  E. An OPINION OF COUNSEL,  complying  with the  provisions  of
         Section 1.02 and stating that in his opinion all  conditions  precedent
         which relate to the  withdrawal  of cash, as set forth in this Section,
         have been complied with.

         The  amount  of Trust  Moneys  so to be paid  shall be a sum equal to a
portion  (not  greater  than 100%) of any such taxes so  certified  to have been
paid,  bearing the same ratio to the  aggregate  amount of such taxes as (i) the
amount of taxable gains or income certified in Subparagraph (b) of Clause (3) of
the foregoing Paragraph B bears to (ii) the net taxable income of the Company as
certified in  Subparagraph  (c) of said Clause (3),  provided that the amount of
Trust Moneys so to be paid shall not exceed (x) the amount of cash  certified in
Clause (2) of the foregoing  Paragraph B or (y) 10% of the  aggregate  amount of
cash and purchase money obligation thus certified in said Clause (2),  whichever
shall be the lesser amount.

         The  Company  covenants  that,  in the event of the  refund of any such
taxes  so paid by  reason  of the  overpayment  thereof  or  otherwise,  it will
promptly  repay to the Trustee  such  portion of the sum  refunded as the amount
withdrawn by the Company in respect of reimbursement for such taxes bears to the
total amount of taxes so paid,  and sums so repaid to the Trustee  shall be held
by the Trustee subject to disposition under this Article Eight.

         Section  8.08.  Trust Moneys Held More Than Two Years Applied to Redeem
Bonds and  Application of Trust Moneys in Event of Eminent Domain or Purchase by
a Public Authority of the Entire Trust Estate.

                  (a) In the event  that at any time  there  shall be on deposit
         with the  Trustee,  Trust  Moneys in an  amount  in excess of  $25,000,
         exclusive of all moneys which represent  proceeds of insurance  subject
         to the  provisions  of  Section  8.06,  and if at all times  during the
         preceding  two years the amount of Trust  Moneys so on deposit with the
         Trustee shall have exceeded such amount,  then, and in every such case,
         the Trustee shall set aside all Trust  Moneys,  exclusive of all moneys
         which  represent  proceeds of insurance  subject to the  provisions  of
         Section  8.06,  then held by it and which have been held by it for more
         than two years,  and  thereafter  the Trust  Moneys so set aside may be
         applied only in accordance with the provisions of Section 8.05 pro rata
         as between the several series of Bonds then outstanding in the ratio of
         the  respective   aggregate  principal  amounts  of  each  such  series
         outstanding  at the aforesaid  time. In case such Trust Moneys shall be
         applied to  redemption of Bonds  pursuant to Section  8.05,  redemption
         shall be effected at such then applicable  redemption  prices,  in such
         manner  and upon such  notice as may be  specified  in  respect of said
         Bonds of each series in this  Restated  Indenture or in any  applicable
         indenture supplemental hereto.

                  (b) In case of the sale  and  release  of,  or the  taking  by
         eminent  domain or of the purchase by a public  authority  (pursuant to
         any right which it may then have to make such  purchase)  of the entire
         Trust Estate,  then all Trust Moneys  representing the proceeds thereof
         received by the Trustee  shall be applied by the Trustee in  accordance
         with  the  provisions  of  Section  8.05  to the  redemption  of  Bonds
         outstanding  hereunder  (prorated  between or among the several series,
         according to the principal amount of Bonds  outstanding of each series,
         if  Bonds  of more  than  one  series  be  outstanding)  at  such  then
         applicable  redemption  prices,  in such  manner  and upon such  notice
         (which  shall be given by the Trustee for and on behalf of the Company,
         and in the name of the  Company) as may be specified in respect of said
         Bonds of each series in this  Restated  Indenture or in any  applicable
         indenture supplemental hereto.

                  (c) Whenever Bonds shall be redeemed  pursuant to this Section
         8.08,  the  Company  shall in each case  other  than in the case of the
         sale, taking, or purchase, as aforesaid, of all or substantially all of
         the Trust  Estate,  pay to the  Trustee  cash  sufficient  to cover the
         amount of the accrued interest and premium, if any, required to be paid
         in connection with any such redemption, which cash shall be held by the
         Trustee in trust for such purpose,  and, to the extent not required for
         such purpose, shall be repaid to the Company.

         Section 8.09. Possession After Default. In case the Company shall be in
default  hereunder  (other than a default in the payment of the principal of any
Bond),  the  Company,  while in  possession  of the  Trust  Estate  (other  than
securities  and cash held by the  Trustee or the  trustee  or other  holder of a
Prior  Lien),  may do any of the things  enumerated  in  Sections  8.02 to 8.07,
inclusive,  if the  Trustee,  in its  discretion,  or the  holders of at least a
majority  in  amount  of the  Bonds at the time  outstanding,  shall in  writing
expressly  authorize  or consent to such action,  in which event no  certificate
filed  pursuant to any of said  Sections  need contain a statement to the effect
that the Company is not in default hereunder.

         In case the Trust Estate  (other than  securities  and cash held by the
Trustee  or the  trustee  or  other  holder  of a Prior  Lien)  shall  be in the
possession of a receiver or trustee lawfully appointed,  the powers hereinbefore
in Sections 8.02, 8.03, 8.06 and 8.07 conferred upon the Company with respect to
the  withdrawal  of Trust Moneys may be  exercised  by such  receiver or trustee
(subject to similar  authorization  or consent of the Trustee or  Bondholders as
aforesaid),  in which case a written  request signed by said receiver or trustee
shall be deemed the  equivalent  of any  Resolution  of the Board or any Written
Request  of the  Company  required  by any  provision  of  this  Article,  and a
certificate signed by such receiver or trustee shall be deemed the equivalent of
any  Certificate  of the Company  required  by any  provision  of this  Restated
Indenture and such certificate  shall contain a statement to the effect that the
Company is not in default in payment of the principal of any Bond,  but need not
contain a statement  to the effect that the Company is not  otherwise in default
hereunder. If the Trustee shall be in possession of the Trust Estate (other than
securities  and cash held by the trustee or other  holder of a Prior Lien) under
any provision of this Restated  Indenture,  then such powers may be exercised by
the  Trustee  so  in  possession  of  the  Trust  Estate,  in  its  uncontrolled
discretion.

         Section 8.10.  Cancellation  of Bonds  Delivered.  All Bonds  delivered
uncanceled  to the Trustee and on the basis of which Trust Moneys are paid over,
or for whose  redemption  or  purchase  Trust  Moneys  are  applied,  under this
Article, when received by the Trustee, shall be immediately canceled.

         Section 8.11.  Moneys Received by Trustee and Payment of Interest.  All
moneys received by the Trustee, including any moneys received for the payment of
Bonds,  pursuant to any provision of this Restated  Indenture,  shall be held in
trust for the purposes for which they were received,  but,  except to the extent
required by applicable  law, need not be segregated in any manner from any other
moneys,  and the  Trustee  shall not be under  any  obligation  to pay  interest
thereon  except  such,  if any, as during the period it may  generally  allow on
similar funds or as it may agree to pay. Unless an Event of Default has happened
and shall be  continuing,  any interest so allowed by the Trustee  shall be paid
over to the Company.

         Section 8.12.  Investment of Trust Funds. So long as the Company is not
in default in the  payment of interest on any Bonds  outstanding  hereunder  and
none of the  events of default  specified  in Section  11.01  hereof  shall have
occurred and be  continuing,  any Trust Moneys  deposited with the Trustee under
any of the provisions hereof (other than Trust Moneys deposited with the Trustee
for the purpose of effecting payment or redemption of any Bonds issued hereunder
or interest thereon or which the Trustee has been directed to hold and apply for
the purpose of such payment or redemption)  shall, at the Written Request of the
Company evidenced by a Resolution of the Board, be invested or reinvested by the
Trustee  in any bonds or other  obligations  of the  United  States  of  America
designated  by the  Company,  maturing not more than five years from the date of
their  purchase  by the  Trustee,  and until an event of  default  specified  in
Section 11.01 hereof shall have occurred and be continuing, any interest on such
bonds and obligations  which may be received by the Trustee,  shall be forthwith
paid to the Company.  Such bonds and obligations shall be held by the Trustee as
a part of the Trust  Estate  subject to the same  provisions  hereof as the cash
used to purchase the same, but upon a like Written Request of the Company (which
Written Request the Company agrees to make whenever notified by the Trustee that
Trust Moneys are  required to be applied  under one or more  provisions  of this
Restated  Indenture and that the Trustee does not hold  sufficient cash for such
purpose or purposes)  the Trustee shall sell all or any  designated  part of the
same and the  proceeds of such sale shall be held by the Trustee  subject to the
same  provisions  hereof  as the  cash  used by it to  purchase  the  bonds  and
obligations  so sold. If such sale shall produce a net sum less than the cost of
the bonds or other  obligations so sold, the Company  covenants that it will pay
promptly to the Trustee such amount of cash as with the net  proceeds  from such
sale will equal the cost of the bonds or other  obligations so sold, and if such
sale shall  produce a net sum greater than the cost of the bonds or  obligations
so sold,  the Trustee shall  promptly pay to the Company an amount in cash equal
to such excess.

                                  ARTICLE NINE

                       PARTICULAR COVENANTS OF THE COMPANY

         The Company hereby covenants, agrees and warrants as follows:

         Section 9.01. Payment of Principal and Interest.  The Company will duly
and punctually  pay the principal of and interest and premium,  if any, on every
Bond issued under this Restated Indenture,  on the dates and at the place and in
the manner  specified  in the Bonds.  The  interest on Bonds shall be paid to or
upon the order of the registered  owners thereof by check of the Company,  or of
the Trustee or other paying agent.

         Money  deposited  with the  Trustee  or with any  paying  agent for the
purpose of paying the  principal  of or interest on Bonds,  shall  constitute  a
trust fund for such purpose and for no other  purpose  whatsoever.  Every paying
agent which may be appointed for the purpose of making payments of the principal
of or the  interest  on any Bond  shall be  required  to notify  the  Trustee in
writing  promptly  of any  default  by the  Company  in the  payment of any such
principal or interest.

         The Company  covenants and agrees that, if it should at any time act as
its own paying  agent,  it will, on or before each due date of the principal of,
and premium, if any or interest on any of the Bonds, set aside and segregate and
hold in trust for the benefit of the holders of such Bonds a sum  sufficient  to
pay such  principal  and premium,  if any, or interest so becoming due, and will
notify the Trustee of any failure to take such action.

         Section 9.02. Company  Prohibited from Extending Time for Payment.  The
Company will not, directly or indirectly, extend, or assent to the extension of,
the time for payment of any claim for interest  upon any Bond,  and it will not,
directly  or  indirectly,  take  part  in any  arrangement  therefor  or for the
purchasing  or funding of claims in any manner.  No such claim so extended,  nor
claim for interest upon any Bond which in any way at or after its maturity shall
have been  transferred  or pledged  separate and apart from the Bond to which it
belongs,  shall be  entitled,  in case of default  hereunder,  to the benefit or
security  of this  Restated  Indenture,  until the prior  payment in full of the
principal of all Bonds issued hereunder and outstanding and of all claims not so
extended or transferred or pledged.

         Section  9.03.  Warrants  and  Defends  Title.  The Company is lawfully
seized and  possessed  of and has good title to all of the Trust Estate which is
described  in the  Granting  Clauses  hereof as being  presently  mortgaged  and
pledged  hereunder,  and it has good right and lawful  authority to mortgage and
pledge the same as provided in and by this Restated Indenture;  said property is
free and clear of all liens and  encumbrances  except liens and encumbrances set
forth in the Granting Clauses and except Permitted Encumbrances, and the Company
warrants  and will defend the title to such  property  and every part thereof to
the Trustee,  its successors in the trust and assigns,  forever, for the benefit
of the  holders of the Bonds,  against  the  claims and  demands of all  persons
whomsoever.

         Section 9.04.  Payment of Taxes and  Prohibition on Liens.  The Company
will pay or cause to be paid all taxes and  assessments  levied or assessed upon
the Company or upon the Trust  Estate or upon any income  therefrom  or upon the
interest of the Trustee or of the  Bondholders  in respect of the Trust  Estate,
when the same shall become due, provided, however, that nothing herein contained
shall constitute an agreement on the part of the Company to pay any taxes of the
mortgagee  upon or on account of the  mortgage  debt,  and will duly observe and
conform to all valid requirements of any governmental  authority relative to any
of the Trust Estate, and all covenants, terms and conditions upon or under which
any of the Trust  Estate is held;  it will not create or suffer to be  hereafter
created  any lien upon the Trust  Estate,  or any part  thereof,  or the  income
therefrom, prior to, or having equality with, the lien of these presents, except
Permitted  Encumbrances;  within  three  months after the accruing of any lawful
claims or demands for labor,  material,  supplies or other  objects,  which,  if
unpaid, might by law be given precedence over this Restated Indenture, as a lien
or charge upon the Trust Estate or the income thereof,  it will pay the same, or
make  adequate  provision to satisfy or discharge the same;  provided,  however,
that nothing in this Section  contained  shall require the Company to observe or
conform to any requirement of any  governmental  authority or to pay or cause to
be paid or discharged, or make provision for, any such tax, prior lien or charge
so long as the  validity  thereof  shall be contested by it in good faith and by
appropriate  legal  proceedings  and such security for the payment of such prior
lien or charge shall be given as the Trustee may require; and it will not suffer
to be done  any  matter  or thing  whereby  the  lien  hereof  might or could be
impaired;  provided,  however, that notwithstanding anything herein contained to
the  contrary the Company may acquire any  property  constructed  or acquired as
betterments,   extensions,   improvements,   repairs,  renewals,   replacements,
substitutions or alterations to, upon, for and of property subject to such Prior
Lien, but only to the extent that the  after-acquired  property  clause or other
provisions of such Prior Lien attaches  thereto,  but no such mortgage,  lien or
other  encumbrance  shall be  permitted  to exist  upon any such  after-acquired
property  which is made the basis of the  authentication  and  delivery of Bonds
under Article Four or the withdrawal of Deposited Cash under Section 5.03 or the
release of property  under Article Seven or the withdrawal of Trust Moneys under
Article Eight (except to the extent  expressly  permitted by Articles  Seven and
Eight).

         Section  9.05.  Repair and  Maintain.  The Company  covenants  that the
business of the Company will be carried on and conducted in an efficient manner;
all property,  plants,  appliances  and  equipment of the Company  useful in the
carrying  on of its  business  will be kept in  repair  and  maintained  in good
working  order and  condition,  and if worn or damaged  beyond  repair  shall be
replaced by other  property  suitable  to the  business of the Company and of at
least equal value.

         Whenever the holders of not less than a majority in amount of the Bonds
shall so request the Trustee in writing,  or whenever the Trustee shall elect so
to do, the Trustee  shall select in the  exercise of  reasonable  care,  and the
Company at its own expense shall  promptly  appoint an  Independent  Engineer to
make an  inspection  of the Trust Estate and within a reasonable  time after his
appointment to report to the Company and to the Trustee whether or not the Trust
Estate,  as an operating  system,  has been  maintained in good repair,  working
order and  condition;  provided  that the Company shall not be obligated to make
more than one such appointment within any period of sixty months.

         If such  Independent  Engineer shall report that the Trust Estate as an
operating  system has not been so  maintained he shall specify in his report the
character and extent of, and the estimated  cost of making good,  the deficiency
in such maintenance, and, if longer than one year, the time reasonably necessary
to make good such deficiency. Said report shall be placed on file by the Trustee
and shall be open to inspection by any Bondholder at any reasonable time.

         The Company shall,  with all reasonable speed, do such maintenance work
as may be necessary to make good any such  maintenance  deficiency as shall have
been  specified  to  exist in such  report,  and upon  completion  thereof  such
Independent  Engineer  (or, in the case of his refusal or inability to act, some
other Independent Engineer selected by the Trustee in the exercise of reasonable
care) shall  report in writing to the Trustee that the  deficiency  specified in
said report has been made good.

         Unless the Trustee shall be so informed in writing by such  Independent
Engineer  within  one year  from  the date of the  report  with  respect  to the
maintenance deficiency (or such longer period as may be specified in such report
to be reasonably necessary for the purpose),  that such deficiency has been made
good,  the Company shall be deemed to have  defaulted in the due  performance of
the  covenants  of this Section  with  respect to the  maintenance  of the Trust
Estate; and in any proceedings consequent upon such default, said report of such
Independent  Engineer  shall be conclusive  evidence  against the Company of the
existence of the facts and  conditions  therein set forth,  and,  subject to the
provisions of Section  14.02,  the Trustee  shall be fully  protected in relying
thereon.

         All expenses  incurred  pursuant to this Section  shall be borne by the
Company.

         In the event that any regulatory authority having jurisdiction over the
Company  shall  determine  that the  expenditures  required by this  Section for
repairs  and  maintenance  are  excessive  or  shall,  by order  or  regulation,
prohibit,   in  whole  or  in  part,  any  such  expenditures  for  repairs  and
maintenance,  then,  upon filing with the Trustee a certified copy of such order
or a copy of such regulation,  as the case may be, the Company shall, so long as
such order or such  regulation  remains in effect,  be relieved from  compliance
with  the  covenants  contained  in  this  Section,  to  the  extent  that  such
expenditures for repairs and maintenance shall have been held excessive or shall
be prohibited.

         Section 9.06. Prior Lien  Obligations.  The Company will not permit any
increase of the aggregate principal amount of outstanding Prior Lien Obligations
secured by any Prior  Lien,  but the  Company  shall have the right to issue new
Obligations  under a Prior  Lien,  in place of, and in  substitution  for, or to
refund,  other  Obligations  secured by the same Prior  Lien,  if the  principal
amount of such new  Obligations  shall not  exceed the  principal  amount of the
Obligations  in place of which,  or to refund which,  such new  Obligations  are
being issued.

         The Company  will not permit any default to occur in the payment of any
principal of or any interest or premium,  if any, on any Prior Lien Obligations,
and will not permit any act or  omission,  which is or may be  declared  to be a
default under any mortgage securing Prior Lien  Obligations,  to occur hereafter
or to  continue  beyond  the  period of  grace,  if any,  specified  in any such
mortgage,  and will,  at all times,  protect  its title to the Trust  Estate and
every part thereof against loss by reason of any foreclosure or other proceeding
to enforce any Prior Lien thereon.

         Section  9.07.  Use of  Property  Released  from Prior  Lien.  Upon the
cancellation  and discharge of any Prior Lien,  the Company will cause all cash,
obligations  or other  property then held by the trustee or other holder of such
Prior Lien, which were received by such trustee or other holder by reason of the
release of, or which  represent the proceeds of the taking by eminent  domain or
the purchase by a public authority or any other disposition of, or insurance on,
any of the Trust  Estate  (including  all  proceeds  of or  substitutes  for any
thereof), in case such cash,  obligations or other property was received by such
trustee or other holder  while the property  released was subject to the Lien of
this Restated  Indenture,  and not  otherwise,  to be paid and/or  deposited and
pledged with the trustee, subject to no lien or charge prior to the Lien of this
Restated Indenture, such cash to be held and paid over or applied by the Trustee
as provided in Article Eight and such  obligations  or other property to be held
by the Trustee as part of the Trust Estate;  provided,  however, that in lieu of
paying or delivering to the Trustee all or any part of such cash, obligations or
other  property,  the Company may  deliver to the Trustee a  certificate  of the
trustee or other holder of another Prior Lien,  stating that a specified  amount
thereof has been  deposited  with such trustee or other  holder  pursuant to the
requirements  of such  other  Prior  Lien,  in which  case  there  shall also be
delivered  to the  Trustee an Opinion of Counsel  stating  that such  deposit is
required by such other Prior Lien.

         Section 9.08.  Recording and Filing and Annual Opinion and Certificate.
At any and all times the Company will do, execute,  acknowledge,  deliver,  file
and/or record,  and will cause to be done,  executed,  acknowledged,  delivered,
filed and/or  recorded,  all and every such further  acts,  deeds,  conveyances,
mortgages,  transfers  and  assurances  in law as the Trustee  shall  reasonably
require for the better assuring, conveying, pledging, transferring,  mortgaging,
assigning and confirming unto the Trustee all and singular the hereditaments and
premises, estate and property hereby conveyed, pledged, transferred or assigned,
or intended so to be.

         The Company will cause this  Restated  Indenture  and every  instrument
amendatory  hereof or supplementary  hereto which shall be executed  pursuant to
the provisions hereof, forthwith upon execution, to be recorded as a real estate
mortgage and filed as a security  interest under the Uniform  Commercial Code as
required by law under the applicable state jurisdictions and will, to the extent
permitted by law, pay any mortgage  recording or filing or other tax legally due
upon such  recording  and  filing or the  issuing of Bonds  hereunder,  and will
punctually  and fully  comply with the  requirements  of any and every  mortgage
recording  tax law or other law, or direction of the Trustee,  affecting the due
recording and re-recording and filing and refiling of this Restated Indenture or
of such  additional  instruments  in such  manner as may be  necessary  fully to
preserve,  continue  and protect the  security  and  validity of the Bonds,  the
superior lien of this Restated  Indenture on the Trust Estate and the rights and
remedies of the Trustee.

         Promptly  after the execution and delivery of this Restated  Indenture,
the Company  will furnish to the Trustee an Opinion of Counsel,  complying  with
the  provisions  of Section  1.02,  either  stating  that in the opinion of such
counsel this Restated  Indenture  has been properly  recorded and filed so as to
make  effective the lien intended to be created hereby and that all other action
required  by the  preceding  paragraph  theretofore  to have been taken has been
taken,  and reciting the details of such action,  or stating that in the opinion
of such counsel no such  recording,  filing or other action is necessary to make
such lien effective.

         The Company  agrees upon each and every  purchase or acquisition by the
Company  hereafter of property which under the terms hereof is upon  acquisition
to be subject to this Restated Indenture, to record and/or re-record and/or file
or refile this Restated  Indenture,  and/or a duplicate  hereof and/or a further
separate and supplemental mortgage, and/or assignment, if and to the extent that
such action may be required by law in order effectively to subject such property
to the lien  hereof and to  preserve  the  priority  of such lien,  or as may be
directed  by the  Trustee,  in the  proper  office or  offices  of the county or
counties or other recording districts in which such property is situated,  or in
any other  office,  and to do every other act and thing  necessary to effectuate
the lien hereof in respect thereof.

         Without  limiting the  generality  of the  foregoing  covenants of this
Section,  the Company  will  furnish to the Trustee on or before May 1st in each
year commencing with the year 1942, the following:

                  A. A CERTIFICATE OF THE COMPANY, complying with the provisions
         of Section  1.02,  briefly  describing  (or  referring to  descriptions
         thereof in other  Certificates  of the  Company)  each item of property
         which was acquired in the preceding calendar year at a cost of not less
         than  $100,000,  and which under the terms  hereof is  subjected to the
         Lien of this Restated Indenture, or required so to be;

                  B. AN OPINION OF COUNSEL,  complying  with the  provisions  of
         Section   1.02,   specifying   the   mortgages,   deeds,   conveyances,
         assignments,  transfers and instruments of further assurance which will
         be  sufficient  to subject such  property to the Lien of this  Restated
         Indenture  or  stating  that  no  such  mortgage,   deed,   conveyance,
         assignment,  transfer or instrument  of further  assurance is necessary
         for such purpose,  and that,  upon the  recordation  or filing,  in the
         manner stated in such opinion, of the instruments so specified, if any,
         and, upon the  recordation or filing of this Restated  Indenture or any
         supplemental indenture in the manner stated in such opinion, or without
         any such  recordation  or filing if such opinion  shall so state,  this
         Restated Indenture will constitute a valid lien upon such property;

                  C. THE MORTGAGES, DEEDS, CONVEYANCES,  ASSIGNMENTS,  TRANSFERS
         AND INSTRUMENTS OF FURTHER ASSURANCE, if any, specified in such Opinion
         of Counsel and not theretofore delivered to the Trustee;

                  D. AN OPINION OF COUNSEL,  complying  with the  provisions  of
         Section 1.02,  either  stating that in the opinion of such counsel such
         action  has  been  taken  with  respect  to  the   recording,   filing,
         re-recording and refiling of this Restated Indenture as is necessary to
         maintain the lien hereof,  and reciting the details of such action,  or
         stating that in the opinion of such counsel no such action is necessary
         to maintain such lien, and stating  whether,  under the then applicable
         law, such action will be necessary or advisable within the next ensuing
         period of twelve months.

         Section  9.09.  Insurance  Requirements  and  Annual  Certificate.  The
Company will at all times keep the Trust Estate  insured with good and reputable
insurance  companies against loss or damage by fire or other risk, to the extent
that property of similar  character is usually insured by companies engaged in a
similar  business.  The Company will also at all times maintain proper insurance
against loss or damage from such hazards and risks to the person and property of
others  as are  usually  insured  against  by  companies  engaged  in a  similar
business.  All policies or other  contracts for insurance  upon the Trust Estate
shall  provide that any loss in excess of Five Million  Dollars shall be payable
to the Trustee as its interest may appear,  or to the trustee or other holder of
any Prior Lien if required by the terms thereof; and, if so requested in writing
by the Trustee,  the Company will,  subject to the provisions of any Prior Lien,
cause policies for such insurance to be delivered to the Trustee.

         Any such insurance moneys received by the Trustee shall, subject to the
requirements  of any Prior Lien, be held by the Trustee and be applied from time
to time as provided in Article Eight.

         There shall be deposited with the Trustee,  at such reasonable times as
it may  request,  and at least once in each year on or before May 1 without  any
such request,  a CERTIFICATE  OF THE COMPANY,  complying  with the provisions of
Section 1.02,  with respect to the  compliance by the Company with the covenants
contained in this Section 9.09, which certificate (i) shall include the names of
the issuing  companies,  the numbers and expiration  dates of the policies,  the
amounts of such  policies and the risks  covered  thereby,  and (ii) shall state
that it has been  prepared in  accordance  with the  provisions  of this Section
9.09.  In case the Trustee  shall at any time notify the Company in writing that
it disapproves of any insurance company with which the Company has taken out any
insurance,  or of the terms of any such policy, other insurance  satisfactory to
the Trustee shall forthwith be effected by the Company.

         Except as may be otherwise  required by Section 14.02,  the Trustee may
accept as conclusive  the  adjustment of any loss or losses  between the Company
and any insurance  company,  without the necessity of any further  action on the
part of the Trustee,  and the Trustee  shall be under no duty or  obligation  to
check or verify any insurance  policies or any list of insurance policies at any
time  filed with it  hereunder,  or to  ascertain  whether  the Trust  Estate is
adequately or properly  insured and may accept a  certificate  of the Company as
conclusive  evidence of any such adjustment and also as conclusive evidence that
the total amounts payable by insurance  companies with respect to any given loss
by the Company are or will be less than $5,000,000.

         Section 9.10.  Record Keeping.  The Company will keep full and complete
records and accounts showing the sale of all Bonds  authenticated  and delivered
hereunder, and the price or prices received therefor.

         Section  9.11.  Accounting  and Audits.  The Company will keep books of
record and account,  in which full, true and correct entries will be made of all
dealings  or  transactions  relative  to the plants,  properties,  business  and
affairs of the Company,  and all books,  documents and vouchers  relative to the
plants, properties,  business and affairs of the Company shall at all reasonable
times be open to the inspection of such accountant or other agent as the Trustee
may from time to time designate,  and the Company will bear all expenses of such
inspections at intervals of not more than once every two years. Except as may be
otherwise required by Section 14.02, the Trustee shall be under no duty to cause
any such inspection to be made,  unless requested so to do by the holders of not
less than a majority in amount of the Bonds.

         Section  9.12.  Maintain  Existence.  Except  in the case of a  merger,
consolidation,  conveyance  or transfer  as in Article  Thirteen  provided,  the
Company will at all times maintain its corporate existence and right to carry on
business and will duly procure all renewals and extensions  thereof and shall do
or cause to be done all things  necessary to preserve and keep in full force and
effect  its  corporate  existence  and  rights and  franchises  of the  Company;
provided,  the  Company  shall not be  required  to  preserve  any such right or
franchise  if, in the good  faith  judgment  of the  Company,  the  preservation
thereof is no longer  desirable in the conduct of business of the  Company,  and
the loss thereof would not adversely  affect the interests of the Bondholders in
any  material   respect.   The  Company  will  not  enter  into  any  merger  or
consolidation,  or make any conveyance or lease of all or substantially  all the
Trust Estate as an entirety unless, in connection therewith,  the Company and/or
the successor  corporation  and/or the lessee, as the case may be, shall observe
and comply with the terms and conditions of Article Thirteen  applicable to such
transaction.

         Section 9.13. Advances by Trustee. If the Company shall fail to perform
any of the covenants contained in Section 9.09, the Trustee may make advances to
perform  the same in its behalf,  but,  except as may be  otherwise  required by
Section  14.02,  shall be under no obligation so to do; and all sums so advanced
shall be at once  repayable  by the  Company,  and shall  bear  interest  at six
percent  (6%) per annum  until  paid,  and shall be secured  hereby and have the
benefit of the lien hereby  created in priority to the Bonds  issued  hereunder,
but no such  advance  shall be deemed to relieve  the  Company  from any default
hereunder.

         Section  9.14.  Dividend  Restrictions.  Other than  dividends  payable
solely in shares of its common stock,  the Company may declare and pay dividends
in cash or property on any shares of its common stock only out of the unreserved
and  unrestricted  retained  earnings of the Company and shall not make any such
declaration  or payment  when the  Company  is  insolvent,  or when the  payment
thereof would render the Company insolvent.

         Section 9.15.  Governmental Reporting Requirements.  The Company
covenants and agrees

                 (1) to file with the Trustee  within 15 days after the Company
         is  required  to  file  the  same  with  the  Securities  and  Exchange
         Commission,  copies  of the  annual  reports  and  of the  information,
         documents,  and other reports (or copies of such portions of any of the
         foregoing  as such  Commission  may  from  time to  time by  rules  and
         regulations  prescribe)  which the Company may be required to file with
         such  Commission  pursuant  to  Section  13 or  Section  15  (d) of the
         Securities  Exchange Act of 1934; or, if the Company is not required to
         file  information,  documents,  or reports  pursuant  to either of such
         sections, then to file with the Trustee and the Securities and Exchange
         Commission,  in accordance with rules and  regulations  prescribed from
         time to time by said Commission, such of the supplementary and periodic
         information,  documents,  and reports which may be required pursuant to
         Section  13 of the  Securities  Exchange  Act of 1934 in  respect  of a
         security listed and registered on a national securities exchange as may
         be prescribed from time to time in such rules and regulations;

                  (2) to file with the Trustee and the  Securities  and Exchange
         Commission,  in accordance  with the rules and  regulations  prescribed
         from  time to time by said  Commission,  such  additional  information,
         documents  and reports with respect to  compliance  by the Company with
         the conditions and covenants provided for in this Restated Indenture as
         may be required from time to time by such rules and regulations;

                  (3) to  transmit to the holders of the Bonds in the manner and
         to the extent  provided in Clause (c) of Section  14.05 with respect to
         reports pursuant to Clause (a) of Section 14.05,  such summaries of any
         information,  documents and reports required to be filed by the Company
         pursuant to Clauses (1) and (2) of this Section 9.15 as may be required
         by the  rules  and  regulations  prescribed  from  time  to time by the
         Securities and Exchange Commission.

         Section 9.16.  List of  Bondholders.  The Company  covenants and agrees
that it will furnish or cause to be furnished  to the Trustee  between  April 15
and April 30 and between October 15 and October 30 in each year,  beginning with
the month of April in the year 1942,  and at such other times as the Trustee may
request in writing,  a list in such form as the Trustee may  reasonably  require
containing all the information in the possession or control of the Company or of
its  paying  agents,  as to the  names and  addresses  of the  holders  of Bonds
obtained  since  the  date as of which  the  next  previous  list,  if any,  was
furnished.  Any such list may be dated as of a date not more than 15 days  prior
to the time such  information  is furnished or caused to be furnished,  and need
not include information received after such date.

         Section 9.17.  Preservation of List of Bondholders.

                  (a) The  Trustee  shall  preserve,  in as current a form as is
         reasonably  practicable,  all information as to the names and addresses
         of the holders of Bonds (1) contained in the most recent list furnished
         to it as provided in Section  9.16,  (2) received by it in the capacity
         of paying agent  hereunder,  and (3) filed with it within two preceding
         years  pursuant to the  provisions  of  Paragraph  (2) of Clause (c) of
         Section 14.05.  The Trustee may (1) destroy any list furnished to it as
         provided in Section 9.16 upon receipt of a new list so  furnished;  (2)
         destroy any information  received by it as paying agent upon delivering
         to  itself as  Trustee,  not  earlier  than 45 days  after an  interest
         payment date of the Bonds, a list containing the names and addresses of
         the holders of Bonds obtained from such information  since the delivery
         of the next previous  list,  if any; (3) destroy any list  delivered to
         itself as Trustee which was compiled from information received by it as
         paying  agent  upon the  receipt  of a new list so  delivered;  and (4)
         destroy any  information  received by it pursuant to the  provisions of
         Paragraph (2) of Clause (c) of Section  14.05,  but not until two years
         after such information has been filed with it.

                  (b) In  case  three  or more  holders  of  Bonds  (hereinafter
         referred  to as  "applicants")  apply in  writing to the  Trustee,  and
         furnish to the Trustee  reasonable  proof that each such  applicant has
         owned a Bond for a period of at least six months  preceding the date of
         such  application,  and such  application  states  that the  applicants
         desire to communicate with other holders of Bonds with respect to their
         rights  under  this  Restated  Indenture  or under  the  Bonds,  and is
         accompanied by a copy of the form of proxy or other communication which
         such applicants propose to transmit,  then the Trustee shall,  within 5
         business days after the receipt of such  application,  at its election,
         either

                           (1)   afford  to  such   applicants   access  to  the
                  information preserved at the time by the Trustee in accordance
                  with the provisions of Clause (a) of this Section; or

                           (2)  inform  such  applicants  as to the  approximate
                  number of holders of Bonds whose names and addresses appear in
                  the  information  preserved  at the  time by the  Trustee,  in
                  accordance  with the provisions of Clause (a) of this Section,
                  and as to the approximate  cost of mailing to such Bondholders
                  the form of proxy or other communication, if any, specified in
                  such application.

                  If the Trustee  shall  elect not to afford to such  applicants
         access to such information, the Trustee shall, upon the written request
         of such  applicants,  mail to each  Bondholder  whose name and  address
         appears  in the  information  preserved  at the time by the  Trustee in
         accordance with the provisions of Clause (a) of this Section, a copy of
         the form of proxy or other  communication  which is  specified  in such
         request,  with reasonable  promptness  after a tender to the Trustee of
         the material to be mailed and of payment or  provision  for the payment
         of the reasonable expenses of mailing,  unless within 5 days after such
         tender  the  Trustee  shall mail to such  applicants  and file with the
         Securities and Exchange Commission together with a copy of the material
         to be mailed, a written statement to the effect that, in the opinion of
         the Trustee,  such mailing  would be contrary to the best  interests of
         the holders of Bonds,  or would be in violation of applicable law. Such
         written  statement  shall  specify the basis of such  opinion.  If said
         Commission,  after  opportunity  for  a  hearing  upon  the  objections
         specified  in the  written  statement  so filed,  shall  enter an order
         refusing to sustain any of such objections or if, after the entry of an
         order sustaining one or more of such objections,  said Commission shall
         find,  after  notice  and  opportunity  for a  hearing,  that  all  the
         objections  so  sustained  have  been met and  shall  enter an order so
         declaring,  the Trustee  shall mail copies of such material to all such
         Bondholders  with reasonable  promptness  after the entry of such order
         and the renewal of such tender; otherwise the Trustee shall be relieved
         of  any  obligation  or  duty  to  such  applicants   respecting  their
         application.

                  (c) The Trustee shall not be held accountable by reason of the
         mailing of any  material  pursuant to any request made under Clause (b)
         of this Section.

         Section 9.18. Annual Compliance Certificate. On or before May 1 in each
calendar  year,  or on or before  such other date in each  calendar  year as the
Company and the Trustee may agree upon,  the Company will deliver to the Trustee
a Certificate  of the Company,  complying  with the  provisions of Section 1.02,
with respect to the  compliance by the Company with the  covenants  contained in
Sections 9.04, 9.05, 9.06, 9.07, 9.10, 9.11, and 9.12, and the Company covenants
and agrees to notify the Trustee  immediately  upon the  occurrence of any event
which  constitutes  an Event of Default (as defined in Section  11.01 hereof) or
which may constitute an Event of Default as the result of the giving of a notice
and/or expiration of a period of grace.

                                   ARTICLE TEN

                               REDEMPTION OF BONDS

         Section 10.01.  Redeemable Bonds. Such of the Bonds issued hereunder as
are by their  terms  redeemable  before  maturity  may,  at the  election of the
Company  evidenced by a  Resolution  of the Board  delivered to the Trustee,  be
redeemed at such times,  in such  amounts and at such prices as may be specified
therein, and in accordance with the provisions of this Article.

         Section 10.02.  Redemption Rights of Existing Bonds. The options of the
Company,  if any, to redeem any of the Existing  Bonds are set forth in Exhibits
B, C, D and E attached hereto.

         Section  10.03.  Notice and  Selection of Bonds.  If the Company  shall
elect to exercise  such right of  redemption,  it shall give  notice  thereof in
accordance with this Section.  Notice of redemption shall be sufficiently  given
if mailed,  postage prepaid, at least 30 days and not more than 50 days prior to
the date on which such  redemption  is to be made, to all  registered  owners of
Bonds to be  redeemed,  at their  addresses as the same shall appear on the Bond
register  of the  Company.  Failure to mail such  notice to any such  registered
owner or owners or any  imperfection  or defect in such notice  shall affect the
validity of the  proceedings  for  redemption.  Each notice of redemption  shall
state such election on the part of the Company and shall  specify,  in case less
than all of the Bonds of a series are to be redeemed, the distinctive numbers of
the Bonds to be redeemed, and shall also state that the interest on the Bonds in
such notice  designated for redemption  shall cease on such  redemption date and
that on said date there will become due and payable  upon each of said Bonds the
redemption  price therein  specified,  at the principal office of the Trustee in
the Borough of Manhattan, The City of New York.

         Any election of the Company  pursuant to Section  10.01 to redeem Bonds
may be  rescinded by the Company at any time prior to the first  publication  or
the mailing of the notice of redemption.

         In case the  Company  shall have  elected  to redeem  less than all the
outstanding  Bonds of any series,  it shall, in each such instance,  at least 10
days before the date upon which the first  publication  or the mailing of notice
of  redemption  is  required  to be made,  notify the Trustee in writing of such
election  and of the  aggregate  principal  amount of Bonds of such series to be
redeemed.

         The selection of Bonds to be redeemed  shall,  in case less than all of
the outstanding  Bonds of any series are to be redeemed,  be made by the Trustee
either (a) in accordance with the provisions of any agreement,  duly executed by
the owners of all  outstanding  Bonds of such series,  provided that an executed
counterpart of such agreement shall have been filed with the Trustee on or prior
to the date on which the notice aforesaid is received by the Trustee,  or (b) if
the provisions of the preceding Clause (a) shall not be applicable,  the Trustee
shall determine by lot, in any manner in its  discretion,  the serial numbers of
the Bonds to be redeemed and shall certify to the Company the serial  numbers of
the Bonds so to be redeemed.  The Bond so  certified  shall be specified in such
notice by their serial numbers.  In any determination by lot under this Section,
(a) Bonds held by the Company  shall not be  considered  to be  outstanding  and
shall be excluded in making the  determination  of the Bonds to be redeemed  and
(b) each Bond shall be represented  by a separate  number for each $1,000 of its
principal amount. If less than the whole principal amount of any such Bond shall
be called for redemption,  said notice shall also specifically state the portion
of  the  principal  amount  thereof  which  is to be  redeemed  and  that,  upon
presentation of such Bond for partial redemption,  there will be issued, in lieu
of the unredeemed  portion of the principal amount thereof,  a new Bond or Bonds
of an aggregate  principal amount equal to such unredeemed portion, as requested
by the registered owner thereof;  and in such case the Company shall execute and
the Trustee shall  authenticate  and deliver to or upon the written order of the
registered  owner of any such Bond,  at the  expense of the  Company,  a Bond or
Bonds  of the  same  series  (but  only  in  authorized  denominations)  for the
principal  amount of the  unredeemed  portion  of such Bond or, at the option of
such registered owner, the Trustee shall, upon presentation of such Bond for the
purpose, make a notation thereon of the payment of the portion thereof so called
for partial redemption.

         Notice  having  been given as  aforesaid,  the Bonds so to be  redeemed
shall on the date  designated  in such  notice  become  due and  payable  at the
redemption  price so  specified;  and from and after the date of  redemption  so
designated  (unless  the  Company  shall  make  default  in the  payment  of the
redemption  price  of such  Bonds)  interest  on the  Bonds  so  designated  for
redemption  (or in the  case of  partial  redemption  of a Bond  on the  portion
thereof  to be  redeemed)  shall  cease to  accrue,  and upon  surrender  at the
principal  office of the  Trustee in the Borough of  Manhattan,  The City of New
York, in accordance with said notice, of any Bond specified  therein,  such Bond
(or the  portion  thereof to be  redeemed)  shall be paid by the  Company at the
redemption  price  aforesaid.  If the redemption price shall not be so paid upon
surrender thereof, said Bond shall continue to bear interest at the rate therein
specified.

         The Company shall deposit in trust with the Trustee,  prior to the date
designated for redemption,  an amount of money  sufficient to pay the redemption
price of all the Bonds which the Company has elected to redeem on such date.

         Notwithstanding  the provisions of this Section  10.03,  payment of the
redemption price of a portion of any Bond of any series (for the sinking fund or
otherwise)  shall be made  directly  to the  registered  owner  thereof  without
surrender or presentation thereof to the Trustee if the Company shall have filed
with the Trustee a copy of an agreement  between the Company and such registered
owner providing that such payment will so be made,  that such  registered  owner
will make a notation on such Bond of the portion or portions thereof so redeemed
and that,  if such  registered  owner should sell or  otherwise  dispose of such
Bond,  such  registered  owner,  before  making any delivery of such Bond,  will
surrender  the  same to the  Trustee  for  confirmation  by the  Trustee  of the
notation thereon of the principal amount of such Bond theretofore paid.

         Section 10.04.  Method of Effecting Redemption.  If and so soon as

               A. The  Company  shall  have  duly  elected  to  redeem  any Bond
          pursuant to Section 10.01 and shall have delivered to the Trustee

                           (1) proof  satisfactory to the Trustee that notice of
                  redemption  thereof  has been  mailed as  required  by Section
                  10.03; or

                           (2) a Written  Order of the Company,  expressed to be
                  irrevocable,  authorizing  the  Trustee to give such notice on
                  behalf of the Company;

          and  shall  have  deposited  with  the  Trustee  an  amount  of  money
          sufficient to pay the redemption price of such Bond; or

                  B. The Trustee  shall have  selected  any Bond for  redemption
         pursuant  to  Section  8.08  pursuant  to  any  sinking,  amortization,
         improvement,  renewal  or  other  analogous  fund,  if any,  which  may
         hereafter be created as in Section  2.04  provided  (with  respect to a
         Bond of any other  series);  there being on deposit with the Trustee an
         amount of money sufficient to pay the redemption price of such Bond;

and in either such case

                  C.  The  Company  shall  have   deposited  with  the  Trustee,
         sufficient  funds  for the  payment  of all  interest  on any such Bond
         payable on or before the date  designated for redemption  thereof which
         is not included in the redemption price thereof;

then and in every such case the money held by the Trustee for the  redemption of
such Bond shall, without further act, be deemed forthwith to be reserved for the
benefit of, and shall  constitute a trust fund for, the holder of such Bond, but
no interest shall accrue thereon in his favor. Thereafter,  such Bond (or in the
case of partial  redemption of a Bond, the portion thereof to be redeemed) shall
be excluded from  participation in the lien of this Restated Indenture or in the
Trust Estate.  Money held in trust by the Trustee for the redemption of any Bond
shall not be deemed to be a part of the Trust Estate.

         Section  10.05.  Cancellation  of Redeemed  Bonds.  All Bonds  redeemed
pursuant to Section 10.03 (except Bonds partially  redeemed and not surrendered,
as permitted by said Section 10.03) shall be canceled by the Trustee.

                                 ARTICLE ELEVEN

                      REMEDIES OF TRUSTEES AND BONDHOLDERS

         Section  11.01.  Events of  Default.  In case one or more of the
following events (herein called "Events of Default") shall happen, that is to
say:

                  A. Default shall be made in the payment of any interest on any
         Bond  issued  hereunder  when  and as the  same  shall  become  due and
         payable,  and any such default shall have  continued for a period of 30
         days; or

                  B.  Default  shall be made in the payment of the  principal of
         any Bond  issued  hereunder  when and as the same shall  become due and
         payable,  whether by the terms thereof or otherwise as herein provided;
         or

                  C. Default shall be made in the due  performance or observance
         of any covenant or  condition  required by Section 9.14 to be performed
         or observed by the Company and any such  default  shall have  continued
         for a period of 30 days; or

                  D. Default shall be made in the due  performance or observance
         of any  covenant  or  condition  required  by the  provisions  for  any
         sinking,  amortization,  improvement,  renewal or other  analogous fund
         with respect to Bonds of any series,  and any such  default  shall have
         continued for a period of 30 days; or

                  E. Default shall be made in the due  performance or observance
         of any other covenant or condition  herein  required to be performed or
         observed  by  the   Company   (except  in  respect  of  the  refund  or
         reimbursement of taxes,  assessments or other governmental  charges for
         which the holders of Bonds may look only to the Company),  and any such
         default  shall have  continued  for a period of 60 days  after  written
         notice  thereof to the Company  from the Trustee or from the holders of
         at least 10% in amount of the Bonds at the time outstanding; or

                  F.  If  the  Company  shall  be   adjudicated  a  bankrupt  or
         insolvent,  or shall  admit in writing its  inability  to pay its debts
         generally as they come due, or shall make a general  assignment for the
         benefit of creditors or shall file a voluntary  petition in  bankruptcy
         or  under  the  corporate  reorganization  provisions  of  the  Federal
         Bankruptcy Act (as now or hereafter amended) or an answer admitting the
         material allegations of a petition filed against the Company under such
         provisions,  or shall, by voluntary petition,  answer or consent,  seek
         relief  under  the  provisions  of any  other  now  existing  or future
         bankruptcy or other law providing for the reorganization,  dissolution,
         liquidation or winding up of  corporations on the ground of insolvency;
         or

                  G. If the Company shall consent to the  appointment,  upon the
         application  of a creditor or creditors,  of a receiver of itself or of
         the whole or any part of the Trust Estate; or if an order,  judgment or
         decree  shall  be  entered,  upon  the  application  of a  creditor  or
         creditors, by any court of competent jurisdiction  appointing,  without
         the consent of the  Company,  a receiver of the Company or of the whole
         or any  substantial  part of the  Trust  Estate,  and the  receiver  so
         appointed  shall not have been  removed  or  discharged  within 90 days
         thereafter; or

                  H. If a petition against the Company in proceedings  under the
         corporate  reorganization  provisions of the Federal Bankruptcy Act (as
         now or hereafter  amended)  shall be approved by any court of competent
         jurisdiction and such approval shall not be withdrawn or the proceeding
         dismissed within 90 days thereafter,  or if under the provisions of any
         other now existing or future  bankruptcy or other law providing for the
         reorganization,  dissolution, liquidation or winding up of corporations
         on the ground of insolvency,  any court of competent jurisdiction shall
         assume jurisdiction,  custody or control of the Company or of the whole
         or any part of the  Trust  Estate  and such  jurisdiction,  custody  or
         control  shall  not  be  relinquished  or  terminated  within  90  days
         thereafter; or

                  I. If  final  judgment  for the  payment  of  money  shall  be
         rendered  against  the  Company,  and the same shall not be  discharged
         within 60 days from the entry  thereof or an appeal  therefrom  or from
         the order,  decree or  process  upon  which or  pursuant  to which said
         judgment was granted, based or entered, or other appropriate proceeding
         for the appellate review thereof, shall not be taken within said period
         and a stay of execution pending such appeal shall be secured or if such
         appeal be taken and on such appeal such order,  decree or process shall
         be  affirmed  and the  Company  shall not  discharge  said  judgment or
         provide for its  discharge  in  accordance  with its terms within sixty
         days after the entry of the order or decree or affirmance; or

                  J. If any governmental  agency or any court at the instance of
         any governmental agency shall assume,  other than under the exercise of
         eminent domain, custody or control of the whole or any substantial part
         of the Trust Estate, or shall assume control over the Company's affairs
         or operations to the exclusion of management by the Company;

then,  and in every such case,  if such default or defaults  shall not have been
remedied,  the Trustee  may,  and upon the written  request of the holders of at
least a majority in amount of the Bonds then outstanding  shall, and the holders
of at least 25% in amount of the Bonds may, by notice in writing to the Company,
declare  the  principal  of and  interest on all the Bonds to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable,  anything in this Restated  Indenture or in the Bonds  contained to
the  contrary  notwithstanding.  This  provision  is  subject,  however,  to the
condition  that if, at any time after such  declaration,  but before any sale of
the Trust Estate, or any part thereof,  shall have been made under this Article,
all overdue  installments of interest upon all the bonds,  with interest (to the
extent that payment of such interest is  enforceable  under  applicable  law) on
overdue installments of interest at the rate of 6% per annum,  together with all
sums  paid or  advanced  by the  Trustee  under  any  provision  hereof  and the
reasonable and proper  charges,  expenses and  liabilities  of the Trustee,  its
agents,  attorneys  and  counsel,  and all other  sums  payable  by the  Company
hereunder,  except  the  principal  of,  and  interest  accrued  since  the next
preceding  interest date on, the Bonds due and payable  solely by virtue of such
declaration,  shall  either  be paid by or for the  account  of the  Company  or
provision  satisfactory  to the Trustee shall be made for such payment,  and all
Events of Default hereunder shall be remedied, then, and in every such case, the
holders  of at least a  majority  in amount of the Bonds  then  outstanding,  by
written  notice to the  Company and to the  Trustee,  may rescind and annul such
declaration  in its  entirety;  but no such action shall extend to or affect any
subsequent default or impair any right consequent thereon.

         The  Trustee  shall give to the  Bondholders,  in the manner and to the
extent  provided in Clause (c) of Section 14.05,  notice of the happening of any
of the events set forth in the  preceding  Paragraphs  A to J which are known to
it, within 90 days  (exclusive  of days of grace) after the  happening  thereof;
provided,  however,  that,  except in the case of a default  in the  payment  of
principal of or interest on any Bonds outstanding hereunder or in the payment of
any sinking,  purchase or analogous fund  installment,  the Trustee may withhold
the giving of such notice if, and so long as, the withholding of such notice is,
in the judgment of the board of directors,  the  executive  committee or a trust
committee of directors and/or responsible officers of the Trustee,  made in good
faith in the interests of the Bondholders.

         Section  11.02.  Possession of Trust Estate by Trustee.  In case one or
more of the Events of  Default  shall  happen and shall not have been  remedied,
then,  and in every such case,  to the extent  permitted  by law,  the  Trustee,
personally or by agents or attorneys, may enter into and upon all or any part of
the Trust  Estate  (including  the books,  papers and  financial  records of the
Company,  but excluding money,  securities and property deposited or pledged, or
required  by the terms  hereof to be  deposited  or pledged,  with the  trustee,
mortgagee or other holder of some Prior Lien), and may exclude the Company,  its
agents and  servants,  and all persons  claiming  under the  Company,  wholly or
partly therefrom;  and having and holding the same, may use, operate, manage and
control the Trust Estate and conduct the business thereof,  by  superintendents,
managers,  receivers,  agents, servants and/or attorneys. Upon every such entry,
the Trustee may, from time to time, at the expense of the Trust Estate, make all
such  repairs,  renewals,  replacements  and  useful  or  required  alterations,
additions, betterments and improvements to and on the Trust Estate, as to it may
seem necessary,  proper or judicious.  In each such case, the Trustee shall have
the  right to  manage  the  Trust  Estate  and to carry on the  business  and to
exercise  all  rights  and  powers  of the  Company,  either  in the name of the
Company, or otherwise,  as the Trustee shall deem best, and the Trustee shall be
entitled to collect and receive all earnings,  income, rents, issues and profits
of the same and every part thereof, without prejudice,  however, to any right of
the Trustee as provided in Article  Seven to collect and receive all income from
money,  obligations or other property  deposited or pledged,  or required by the
terms  hereof to be  deposited  or pledged,  with the  Trustee.  Such  earnings,
income,  rents,  issues and  profits  shall be applied  to pay the  expenses  of
holding and operating the Trust Estate and of conducting  the business  thereof,
and of all maintenance, repairs, renewals, replacements, alterations, additions,
betterments and improvements,  and to make all payments which the Trustee may be
required or may elect to make,  if any, for taxes,  assessments,  insurance  and
other  prior  or  proper  charges  upon the  Trust  Estate  or any part  thereof
(including  interest on and principal of Prior Lien Obligations),  and to set up
such  reasonable   reserves  as  the  Trustee  may  deem  advisable  for  taxes,
assessments,  interest and other prior or proper charges,  and to make all other
payments  which the  Trustee may be  required  or  authorized  to make under any
provision  of  this  Restated   Indenture,   as  well  as  just  and  reasonable
compensation  for  the  services  of the  Trustee,  and of all  superintendents,
managers,  receivers,  agents, attorneys,  counsel, servants and other employees
engaged and employed in  conducting  the business of the Company,  and to employ
engineers or accountants  to investigate  and make reports upon the business and
affairs of the Company. The remainder of such income,  rents, issues and profits
shall be applied as follows:

                  In case the principal of the Bonds then outstanding  shall not
         have  become  due and be unpaid,  to the  payment  of the  interest  in
         default,  in the  order of the  maturity  of the  installments  of such
         interest, with interest (to the extent that payment of such interest is
         enforceable  under applicable law) on overdue  installments of interest
         at the rate of 6% per annum;  such  payments to be made  ratably to the
         persons entitled thereto without discrimination or preference, subject,
         however, to the provisions of Section 9.02.

                  In case the  principal  of any of the Bonds  then  outstanding
         shall have  become  due,  by  declaration  or  otherwise,  and shall be
         unpaid,  first to the payment of the  accrued  interest in the order of
         the maturity of the  installments  of such interest  (treating for this
         purpose  each  semiannual  accrual of interest  on overdue  Bonds as an
         installment of interest),  with interest (to the extent that payment of
         such  interest  is  enforceable   under   applicable  law)  on  overdue
         installments  of interest at the rate of 6% per annum,  and then to the
         payment of the whole  amount due and unpaid upon the  principal  of the
         Bonds;  in every  instance  such  payments  to be made  ratably  to the
         persons  entitled  to  such  payments  without  any  discrimination  or
         preference, subject, however, to the provisions of Section 9.02.

         If and  whenever,  prior to any sale of the Trust  Estate,  or any part
thereof,  all overdue installments of interest upon all the Bonds, with interest
(to the extent that payment of such  interest is  enforceable  under  applicable
law) on overdue  installments of interest at the rate of 6% per annum,  together
with all sums paid or advanced by the Trustee under any provision hereof and the
reasonable and proper  charges,  expenses and  liabilities  of the Trustee,  its
agents,  attorneys  and counsel,  and all other sums then payable by the Company
hereunder,  including  the principal of and all accrued  unpaid  interest on all
Bonds which shall then be payable, by declaration (unless such declaration shall
have been  annulled,  pursuant to Section  11.01) or otherwise,  shall either be
paid by or for the  account of the  Company  or  provision  satisfactory  to the
Trustee  shall be made for such  payment,  and all Events of  Default  hereunder
shall be remedied, the Trustee shall surrender to the Company, its successors or
assigns,  the  possession  of the Trust  Estate  (except  money,  securities  or
property  deposited or pledged,  or required by the terms hereof to be deposited
or pledged, with the Trustee),  and shall pay over upon the Written Order of the
Company the amount, if any there be, of any earnings,  income, rents, issues and
profits  of the  Trust  Estate  then  remaining  unexpended  in the hands of the
Trustee and  thereupon  the  Company and the Trustee  shall be restored to their
former  positions and rights  hereunder in respect of the Trust  Estate,  but no
such surrender  shall extend to or affect any  subsequent  default or impair any
right consequent thereon.

         In case one or more Events of Default  shall  happen and shall not have
been remedied,  the Trustee shall collect and receive all dividends on any stock
and all sums payable for interest on any obligations or indebtedness held by the
Trustee  hereunder,  and the Trustee shall cancel and revoke all assignments and
orders in respect thereof in favor of the Company or its nominee, and all moneys
so received by the Trustee  shall,  prior to any sale of the Trust  Estate under
this Restated Indenture,  be applied to any one or more of the purposes to which
income from the Trust Estate may be applied as provided in this  Section  11.02,
and upon any such sale any  moneys so  received  by the  trustee  and  remaining
unexpended  in its hands  shall be held and  applied  in the same  manner as the
proceeds of such sale; but in every such case,  after the Company's rights shall
have been restored as in this Section 11.02  provided,  the right of the Company
to receive and collect interest and dividends to the extent set forth in Section
7.01, and the duty of the Trustee to execute and deliver  assignments  and order
for the same as provided in Section 7.01, shall revive and continue as though no
Event of Default had  occurred;  and the Trustee shall pay over upon the Written
Order of the  Company  the  amount,  if any there be,  of any such  interest  or
dividends collected or received by the Trustee and then remaining  unexpended in
its hands.

         Section 11.03. Additional Power of Trustee in Event of Default. In case
one or more of the  Events  of  Default  shall  happen  and  shall not have been
remedied,  the Trustee,  by agents or attorneys,  with or without entry,  if the
Trustee shall deem it advisable

                  (a) may sell to the highest  bidder all and singular the Trust
         Estate (if such sale be  permitted by the laws of the  jurisdiction  or
         jurisdictions wherein the Trust Estate shall be located),  such sale to
         be made at public  auction  at such place or places and at such time or
         times and upon such terms as the Trustee may fix in compliance with law
         and  briefly  specify  in the  notice  of sale to be  given  as  herein
         provided or as may be required by law; or

                  (b) may  proceed to  protect  and  enforce  its rights and the
         rights of the Bondholders under this Restated  Indenture,  by a suit or
         suits in equity or at law, whether for the specific  performance of any
         covenant  herein  contained,  or in aid of the  execution  of any power
         herein granted,  or for the  foreclosure of this Restated  Indenture or
         for the  enforcement  of any other  legal or  equitable  right,  as the
         Trustee, being advised by counsel, shall deem most effectual to enforce
         any of its rights or to perform any of its duties hereunder.

         Section 11.04.  Bondholders'  Right to Direct Action.  Upon the written
request  of the  holders  of at least a  majority  in amount  of the Bonds  then
outstanding, in case of the happening of any Event of Default, if the same shall
not  have  been  remedied,  it  shall be the  duty of the  Trustee,  upon  being
indemnified  as  provided  in Section  14.02,  if under the  provisions  of said
Section  it is  entitled  to demand  indemnity,  to take all such  steps for the
protection  and  enforcement  of its rights and the rights of the holders of the
Bonds, or to take such appropriate  judicial  proceedings as the Trustee,  being
advised by counsel,  shall deem most expedient in the interest of the holders of
the Bonds.

         Section 11.05. Notice of Sale by Trustee.  Notice of any sale under the
power of sale herein  granted  shall state the time when and the place where the
same is to be made, and shall contain a brief  description of the property to be
sold,  and  shall  be  sufficiently  given  if  published  once  in each of four
successive calendar weeks prior to such sale in an Authorized Newspaper,  in the
Borough of Manhattan,  The City of New York (upon any day of the week and in any
such newspaper,  the first publication to be made not less than 30 days nor more
than 40 days prior to such sale), and in such other manner as may be required by
law.

         Section  11.06.  Adjournment of Sale. The Trustee may from time to time
adjourn  any sale to be made under the power of sale  granted  by this  Restated
Indenture,  by announcement at the time and place appointed for such sale or for
any adjournment  thereof;  and without further notice or publication except such
as may be required by  applicable  law, may make such sale at the time and place
to which the same shall have been so adjourned.

         Section  11.07.  Conveyance to  Purchasers.  Upon the completion of any
sale or sales  under this  Restated  Indenture,  the Trustee  shall  execute and
deliver to the accepted  purchaser or purchasers a good and  sufficient  deed or
deeds of  conveyance,  and such  other  instruments  as in the  judgment  of the
Trustee may be desirable or proper,  conveying,  assigning and  transferring the
properties  and rights sold;  and the Trustee  hereunder at such time, is hereby
irrevocably  appointed the true and lawful attorney of the Company,  in its name
and stead,  to make all  necessary  deeds and  conveyances  of the property thus
sold;  and for that  purpose the Trustee  may  execute all  necessary  deeds and
instruments  of  assignment  and  transfer,  the Company  hereby  ratifying  and
confirming all that its said attorneys shall lawfully do by virtue hereof.

         Any  such  sale or  sales  made  under or by  virtue  of this  Restated
Indenture,  whether  under  the  power of sale  herein  granted  or by virtue of
judicial  proceedings,  shall, to the full extent  permitted by law,  operate to
divest all right, title, interest, claim and demand whatsoever, either at law or
in equity,  of the  Company of, in and to the  property so sold,  and shall be a
perpetual  bar, both at law and in equity,  against the Company,  its successors
and  assigns,  and  against  any and all  persons  claiming or who may claim the
property  sold, or any part  thereof,  from,  through or under the Company,  its
successors or assigns.

         The receipt of the Trustee or of the court officer  conducting any such
sale shall be a full and  sufficient  discharge to any purchaser of any property
sold as  aforesaid,  for the  purchase  money;  and no  such  purchaser,  or his
representatives,  grantees or assigns,  after  paying  such  purchase  money and
receiving  such  receipt,  shall  be  bound  to see to the  application  of such
purchase money upon or for any trust or purpose of this Restated  Indenture,  or
in  any  manner  whatsoever  be  answerable  for  any  loss,  misapplication  or
nonapplication  of any such purchase  money or any part thereof,  or be bound to
inquire as to the authorization, necessity, expediency or regularity of any such
sale.

         Section 11.08.  Sale as an Entirety Unless Holders Otherwise Direct. In
the event of any sale under this  Article,  whether made under the power of sale
herein  granted  or by virtue of  judicial  proceedings,  the whole of the Trust
Estate shall (if permitted under applicable law) be sold in one parcel and as an
entirety,  unless the holders of at least a majority in amount of the Bonds then
outstanding  shall in writing  request the Trustee to cause said  property to be
sold in parcels,  in which case (to the extent  permitted by applicable law) the
sale  shall be made in such  parcels as may be  specified  in such  request,  or
unless such sale as an entirety is  impracticable  by reason of some  statute or
other cause.

         Section  11.09.  Accrual of Interest  Upon Sale. In case of any sale of
the Trust Estate,  or any part thereof,  under this Article,  whether made under
the power of sale  herein  granted,  or by virtue of judicial  proceedings,  the
principal  of and  accrued  interest on all the Bonds then  outstanding,  if not
already due, shall immediately become due and payable,  anything in the Bonds or
in this Restated Indenture to the contrary notwithstanding.

         Section  11.10.  Application of Proceeds of Sale.  The purchase  money,
proceeds and avails of any such sale shall be applied as follows:

                  First:  To the payment of the costs and expenses of such sale,
         including  a  reasonable  compensation  to  the  Trustee,  its  agents,
         attorneys  and counsel,  and of all charges,  expenses and  liabilities
         incurred (and all advances made) without negligence or bad faith by the
         Trustee in managing  and  maintaining  the Trust Estate or in executing
         any trust or power  hereunder,  and, if in conformity  with  applicable
         law,  to the  payment of all taxes,  assessments  or liens prior to the
         Lien of this Restated Indenture, except any taxes, assessments or other
         superior liens subject to which such sale shall have been made;

                  Second: To the payment of the whole amount then due and unpaid
         upon the Bonds then  outstanding,  for  principal  and  interest,  with
         accrued  interest on the  principal,  and with  interest (to the extent
         that payment of such interest is enforceable  under  applicable law) on
         the overdue  installments of interest at the rate of 6% per annum;  and
         in cash such proceeds  shall be  insufficient  to pay in full the whole
         amount so due and unpaid  upon the Bonds,  then to the  payment of such
         principal  and  interest,  without  preference or priority of principal
         over interest or of interest over  principal or of any  installment  of
         interest over any other  installment  of interest,  or of any series of
         the Bonds over any other series of the Bonds,  ratably according to the
         aggregate  so due  for  such  principal  and  the  accrued  and  unpaid
         interest, at the date fixed by the Trustee for the distribution of such
         moneys, subject, however, to the provisions of Section 9.02; and

                  Third: The surplus, if any, shall be paid to the Company,  its
         successors  or assigns,  or to whomsoever  may be lawfully  entitled to
         receive the same or as a court of competent jurisdiction may direct.

         Any other  sums  which may be held by the  Trustee as part of the Trust
Estate at the time of such  application  of the  purchase  money,  proceeds  and
avails of any such  sale,  as  aforesaid,  shall be applied  together  with such
purchase money,  proceeds,  and avails,  in the manner provided in the foregoing
Paragraphs First, Second and Third, but shall not be separately so applied.

         Section 11.11. Use of Bonds to Pay for Property. In case of any sale as
aforesaid  of the  Trust  Estate  or any part  thereof  any  purchaser  shall be
entitled,  for the  purpose of making  settlement  or payment  for the  property
purchased,  to use and apply any Bonds then outstanding and claims for interest,
in order that there may be  credited  thereon  the sums  payable  out of the net
proceeds  of such sale to the  holder of such  Bonds and  claims  for  interest,
subject to the  provisions  of Section  9.02,  as his ratable  share of such net
proceeds;  and thereupon  such purchaser  shall be credited,  on account of such
purchase  price,  with the portion of such net proceeds that shall be applicable
to the payment of, and that shall have been credited  upon, the Bonds and claims
for interest so used and applied;  and at any such sale,  any  Bondholder or the
Trustee may bid for and purchase the property offered for sale, may make payment
on account thereof as aforesaid, and upon compliance with the terms of sale, may
hold,  retain  and  dispose  of such  property  without  further  accountability
therefor.

         Section 11.12. Other Rights of Trustee in Event of Default. Upon filing
a bill in equity or upon  other  commencement  of  judicial  proceedings  by the
Trustee to enforce any right under this Restated Indenture, the Trustee shall be
entitled to exercise any and all other rights and powers  herein  conferred  and
provided to be  exercised  by the  Trustee  upon the  occurrence  of an Event of
Default.

         Section 11.13.  Recovery of Judgment.  The Company covenants that

                  (1) in  case  default  shall  be made  in the  payment  of any
         interest on any Bond when and as the same shall become due and payable,
         and any such default shall have continued for a period of 30 days, or

                  (2) in  case  default  shall  be made  in the  payment  of the
         principal  of any  Bond  when  and as the  same  shall  become  due and
         payable, whether by the terms thereof or otherwise as herein provided,

then,  and upon demand of the  Trustee,  the Company will pay to the Trustee for
the benefit of the holders of the Bonds in respect of which such  default  shall
be made,  the whole amount due and payable on all such Bonds,  for principal and
interest,  including the  redemption  price of any Bonds called for  redemption,
with  interest  upon the overdue  principal  and, to the extent that the same is
enforceable  under  applicable  law,  interest  upon  overdue   installments  of
interest,  in each  case at the rate of 6% per  annum;  and in case the  Company
shall fail to pay the same forthwith upon such demand,  the Trustee,  in its own
name, and as trustee of an express trust,  shall be entitled to recover judgment
for the whole amount so due and unpaid.

         To the  extent  permitted  by  applicable  law,  the  Trustee  shall be
entitled to recover  judgment as aforesaid  either  before,  after or during the
pendency of any  proceedings  for the  enforcement  of the lien of this Restated
Indenture,  and the right of the Trustee to recover such  judgment  shall not be
affected by any entry or sale  hereunder  or by the exercise of any other right,
power or remedy for the enforcement of the provisions of this Restated Indenture
or the foreclosure of the lien hereof. In case of a sale of the Trust Estate and
the  application  of the  proceeds  of sale to the  payment  of the  Bonds,  the
Trustee,  in its own name and as trustee of an express trust,  shall be entitled
to enforce payment of, and to receive, all amounts then remaining due and unpaid
upon any and all of the Bonds then  outstanding,  for the benefit of the holders
thereof,  and shall be entitled to recover  judgment for any portion of the same
remaining unpaid, with interest. No recovery of any such judgment by the Trustee
shall in any manner or to any extent  affect  the lien of the  Trustee  upon the
Trust  Estate or any part  thereof  or any  rights,  powers or  remedies  of the
Trustee hereunder or any rights, powers or remedies of the holders of the Bonds;
but such lien, rights, powers and remedies shall continue unimpaired as before.

         All moneys collected by the Trustee under this Section shall be applied
as follows:

                  First:  To  the  payment  of the  costs  and  expenses  of the
         proceedings  resulting  in the  collection  of such  moneys,  including
         counsel fees, and of the charges, expenses and liabilities incurred and
         all advances made by the Trustee,  without  negligence or bad faith, in
         theretofore  managing and  maintaining the Trust Estate or in executing
         any trust or power hereunder; and

                  Second: To the payment of the amounts then due and unpaid upon
         the Bonds in  respect  of which or for the  benefit of which or for the
         benefit of which such  moneys  shall have been  collected,  ratably and
         without any  preference  or priority of any kind (except as provided in
         Section 9.02)  according to the amounts due and payable upon such Bonds
         at the date fixed by the Trustee for the distribution of such moneys.

         Section 11.14.  Restrictions on Rights of Bondholders and Unconditional
Obligation  of Company.  No holder of any Bond issued  hereunder  shall have any
right to institute  any suit,  action or  proceeding at law or in equity for the
foreclosure  of this  Restated  Indenture  or for the  execution  of any  trusts
hereunder  or for  the  appointment  of a  receiver  or  for  any  other  remedy
hereunder, unless

                  (a) such  holder  shall have  previously  given to the Trustee
         written  notice  of  the   occurrence  of  an  Event  of  Default,   as
         hereinbefore provided; and

                  (b) the  holders of at least a majority in amount of the Bonds
         then outstanding shall have filed a written request with the Trustee to
         exercise the powers  hereinbefore  granted or to institute such action,
         suit or proceeding in the name of the Trustee; and

                  (c) said holders shall have tendered to the Trustee reasonable
         security or indemnity against the costs, expenses and liabilities to be
         incurred by compliance  with such  request,  if the Trustee is entitled
         under the provisions of Section  14.02,  to such security or indemnity;
         and

                  (d) the Trustee  shall have  refused or omitted to comply with
         such request for a period of 90 days after such written  request  shall
         have been filed with,  and said tender of indemnity  (if the Trustee is
         entitled thereto as aforesaid) shall have been made to, the Trustee.

         Such  notification,  request and tender of indemnity (if the Trustee is
entitled thereto as aforesaid) are hereby declared, in every case, at the option
of the Trustee, but subject to the provisions of Section 14.02, to be conditions
precedent to any action or cause of action for  foreclosure or for the execution
of any trusts  hereunder or for the  appointment  of a receiver or for any other
remedy  hereunder;  it being understood and intended that no one or more holders
of Bonds shall have any right in any manner  whatever by his or their  action to
affect,  disturb or prejudice the lien of this Restated  Indenture or to enforce
any  right  hereunder,  except  in the  manner  herein  provided;  and  that all
proceedings  at law or in equity  to  enforce  any  provision  of this  Restated
Indenture shall be instituted,  had and maintained in the manner herein provided
and for the equal benefit of all holders of the  outstanding  Bonds  (subject to
the provisions of Section 9.02).

         It is,  however,  expressly  provided  that  nothing  in this  Restated
Indenture or in the Bonds contained shall affect or impair the obligation of the
Company, which is absolute and unconditional,  to pay at the respective dates of
maturity and places therein expressed the principal of and interest on the Bonds
to the respective  holders of the Bonds or affect or impair the right of action,
which is also  absolute  and  unconditional,  of such  holders to  enforce  such
payment.  Neither  enforcement  by any such  holder  of such  right of action in
respect of any Bond nor entry of any judgment  thereon shall in any manner or to
any extent  affect  the lien of the  Trustee  upon the Trust  Estate or any part
thereof,  or any rights,  powers or remedies  hereunder of the Trustee or of the
holders of the Bonds,  except to the  extent if any that the  rights,  powers or
remedies of such holder with  respect to such Bond may under  applicable  law be
affected thereby.

         Section 11.15. Remedies Cumulative. Except as herein expressly provided
to the contrary,  no remedy herein  conferred upon or reserved to the Trustee or
to the holders of Bonds is intended to be  exclusive  of any other  remedy,  but
each and every such remedy shall, to the extent  permitted by applicable law, be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute.

         Section  11.16.  No  Waiver  for  Delay.  No delay or  omission  of the
Trustee,  or of any holder of Bonds to exercise any right or power  arising upon
the  happening of any Event of Default  shall impair any right or power or shall
be construed to be a waiver of any such default or an acquiescence  therein; and
every  power  and  remedy  given  by  this  Article  to  the  Trustee  or to the
Bondholders,  may, subject to the provisions of Section 11.14, be exercised from
time to time and as often as may be deemed  expedient  by the  Trustee or by the
Bondholders.

         All rights of action under this  Restated  Indenture may be enforced by
the Trustee without the possession of any of the Bonds or the production thereof
on the trial or other proceedings,  and any such suit or proceedings  instituted
by the Trustee shall be brought in its name.

         The Trustee shall be entitled and empowered  either in its own name and
as trustee of an express trust,  or as  attorney-in-fact  for the holders of the
Bonds,  or in any one or more  such  capacities,  to file  such  proof  of debt,
amendment  of  proof of  debt,  claim,  petition  or  other  document  as may be
necessary  or  advisable  in order to have the  claims of the  holders  of Bonds
allowed  in  any  equity  receivership,   insolvency,  bankruptcy,  liquidation,
readjustment,  reorganization or other similar  proceedings,  or in any judicial
proceedings,  relative  to the Company or its  creditors  or its  property.  The
Trustee is hereby irrevocably  appointed (and the successive  respective holders
of the Bonds by taking and holding  the same,  shall be  conclusively  deemed to
have so  appointed  the  Trustee)  the true and lawful  attorney-in-fact  of the
respective  holders  of the  Bonds,  with  authority  to  make  or  file  in the
respective  names of the holders of the Bonds as a class  (subject to  deduction
from any such claim of the  amounts of any claim  filed by any of the holders of
the Bonds  themselves),  any proof of debt,  amendment of proof of debt,  claim,
petition or other document in any such proceedings and to receive payment of any
sums becoming  distributable on account thereof, and to execute and other papers
and  documents  and do and perform any and all acts and things for and on behalf
of such holders of the Bonds, as may be necessary or advisable in the opinion of
the Trustee,  in order to have the respective claims of the holders of the Bonds
against the Company and/or its property allowed in any such  proceeding,  and to
receive payment of or on account of such claims; provided, however, that nothing
herein  contained shall be deemed to authorize or empower the Trustee to consent
to or accept or adopt, on behalf of any Bondholder,  any plan of  reorganization
or readjustment of the Company affecting the Bonds.

         Section 11.17.  Trustee's  Power to Institute  Legal  Proceedings.  The
Trustee shall have power to institute and to maintain such suits and proceedings
as it may be advised by counsel  shall be  necessary or expedient to prevent any
impairment  of the  security  hereunder  by any acts which may be unlawful or in
violation of this Restated  Indenture,  and such suits and proceedings as it may
be advised by counsel shall be necessary or expedient to preserve or protect its
interests  and the interests of the  Bondholders  in respect of the Trust Estate
and in respect of the income,  earnings,  issues and profits arising  therefrom,
but nothing herein contained shall be deemed to limit the duties and obligations
of the Trustee set forth in Section 14.02.

         Section 11.18.  Failure of Remedy Restores Rights.  In case the Trustee
shall have  proceeded  to enforce any right  under this  Restated  Indenture  by
foreclosure,   entry  or  otherwise,   and  such  proceeding   shall  have  been
discontinued or abandoned for any reason or shall have been determined adversely
to the Trustee,  then, and in every such case, the Company and the Trustee shall
without further act be restored to their former  positions and rights  hereunder
in respect  of the Trust  Estate,  and all  rights,  remedies  and powers of the
Trustee shall continue as though no such proceedings had been taken.

         Section  11.19.  Holders of Majority May Direct  Proceedings.  Anything
contained  in this  Restated  Indenture  to the  contrary  notwithstanding,  the
holders  of at least a majority  in amount of the Bonds at the time  outstanding
shall have the right,  at any time,  by  instrument  or  instruments  in writing
executed and delivered to the Trustee,  to direct the method,  time and place of
conducting  all  proceedings to be taken for any sale of the Trust Estate or for
the foreclosure of this Restated  Indenture or for the appointment of a receiver
or any other proceedings hereunder; provided, however, that such direction shall
not be otherwise than in accordance with law and the provisions of this Restated
Indenture,  and that the  Trustee  shall have the right to decline to follow any
such direction which in its opinion would be unjustly prejudicial to Bondholders
not parties to such direction,  but, subject to the provisions of Section 14.02,
shall be fully  protected  with  respect to any action taken or omitted by it in
good faith in accordance with such direction.

         Section 11.20.  Company's Waiver of Certain Rights. The Company agrees,
to the full extent that it may  lawfully so agree,  that it will not at any time
insist  upon or plead or in any manner  whatever,  claim or take the  benefit or
advantage of any appraisement,  valuation, stay, extension or redemption law now
or  hereafter  in force,  in order to  prevent  or  hinder  the  enforcement  or
foreclosure of this Restated  Indenture or the absolute sale of the Trust Estate
or the  possession  thereof by any  purchaser  at any sale made  pursuant to any
provision  hereof,  or  pursuant  to  the  decree  of  any  court  of  competent
jurisdiction; but the Company, for itself and all who may claim through or under
it, so far as it now or hereafter lawfully may, hereby waives the benefit of all
such laws.  The  Company,  to the full  extent  that it may  lawfully do so, for
itself and all who may claim  through  or under it,  waives any and all right to
have the property included in the Trust Estate marshaled upon any foreclosure of
the lien hereof, and agrees that any court having jurisdiction to foreclose such
lien may sell the Trust Estate as an entirety.

         If any law in this Section  referred to and now in force,  of which the
Company  or its  successor  or  successors  might  take  advantage  despite  the
provisions hereof, shall hereafter be repealed or cease to be in force, such law
shall not  thereafter  be deemed to constitute  any part of the contract  herein
contained or to preclude the operation or  application of the provisions of this
Section.

         Section  11.21.  No  Recourse  Against   Stockholders,   Directors  and
Officers.  No  recourse  under or upon any  obligation,  covenant  or  agreement
contained in this Restated Indenture or in any Bond issued hereunder or under or
upon any indebtedness  hereby secured or arising out of this Restated Indenture,
shall be had against any  incorporator,  stockholder,  officer or  director,  as
such, past, present or future, of the Company or of any predecessor or successor
corporation,  either directly or through the Company or any such  predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the  enforcement  of any  assessment  or  penalty  or by any  legal or
equitable  proceeding  or  otherwise  howsoever.  It  is  expressly  agreed  and
understood  that this  Restated  Indenture  and the Bonds are  solely  corporate
obligations and that no personal  liability  whatever does or shall attach to or
be incurred by the  incorporators,  stockholders,  officers or  directors of the
Company or of any predecessor or successor corporation,  or any of them, because
of the indebtedness  represented by the Bonds or implied therefrom; and that any
and all personal liability of every name and nature,  either at common law or in
equity or by statute or constitution,  of every such incorporator,  stockholder,
officer or director,  is hereby expressly waived and released as a condition of,
and as part of the consideration  for, the execution of this Restated  Indenture
and the issuance of the Bonds; provided,  however, that nothing herein contained
shall be taken to prevent  recourse to and the enforcement of the liability,  if
any, of any  shareholder  or any  stockholder or any subscriber to capital stock
upon or in respect of shares of capital stock not fully paid up.

         Section 11.22. Obligor Not Entitled to Distribution.  No Bonds owned or
held by,  for the  account  of or for the  benefit  of the  Company or any other
obligor on the Bonds (other than Bonds pledged to secure an obligation) shall be
deemed  entitled to share in any payment or  distribution  provided  for in this
Article Eleven.

                                 ARTICLE TWELVE

                        EVIDENCE OF RIGHTS OF BONDHOLDERS

         Section 12.01. Bondholder Concurrent Writings. Any request,  consent or
other instrument  required by this Restated  Indenture to be signed and executed
by  Bondholders  may be in any number of  concurrent  writings of  substantially
similar tenor and may be signed or executed by such  Bondholders in person or by
agent or agents duly  appointed in writing.  Proof of the  execution of any such
request or other  instrument or of a writing  appointing  any such agent,  or of
holding by any person of Bonds transferable by delivery, shall be sufficient for
any purpose of this  Restated  Indenture and shall be conclusive in favor of the
Company and,  subject to the provisions of Sections 9.17 and 14.02,  in favor of
the Trustee, if made in the manner provided in this Article.

         Section 12.02.  Proof of Execution by Bondholder.  The fact and date of
the execution by any person of any such request,  consent or other instrument or
writing may be proved by the affidavit of a witness of such  execution or by the
certificate  of  any  notary  public  or  other  officer  of  any  jurisdiction,
authorized by the laws thereof to take acknowledgments of deeds, certifying that
the person signing such request, consent or other instrument acknowledged to him
the execution thereof.

         Section 12.03.  Register Proves Ownership of Bond.  The ownership of
Bonds shall be proved by the register of such Bonds.

         The foregoing  provisions of this Article are subject to the provisions
of Article  Seventeen  with  respect to the calling of and voting at meetings of
Bondholders.

         Any request, consent or vote of the holder of any Bond shall bind every
future  holder of the same Bond and the holder of every Bond  issued in exchange
therefor or in lieu thereof,  in respect of anything done or suffered to be done
by the Trustee or the Company in pursuance of such request, consent or vote.

                                ARTICLE THIRTEEN

                    MERGER, CONSOLIDATION, TRANSFER OR LEASE

         Section 13.01. Conditions of Merger. Nothing in this Restated Indenture
contained shall prevent any  consolidation or merger of the Company with or into
any other  corporation or  corporations,  or any conveyance,  transfer or lease,
subject to the Lien of this Restated Indenture,  of all or substantially all the
Trust Estate as an entirety to any corporation  lawfully  entitled to acquire or
lease and operate the same;  provided,  however,  and the Company  covenants and
agrees, that such consolidation,  merger, conveyance, transfer or lease shall be
upon terms as fully to preserve and in no respect to impair the lien or security
of this Restated  Indenture or any of the rights or powers of the Trustee or the
Bondholders  hereunder;  provided  further,  that every such lease shall be made
expressly  subject to  termination  by the Company or by the Trustee at any time
upon the happening of an Event of Default  hereunder,  and also by the purchaser
at any sale hereunder of the property so leased, whether such sale be made under
the power of sale hereby conferred or pursuant to judicial proceedings; provided
further,  that,  upon and in  connection  with any such  consolidation,  merger,
conveyance  or transfer,  the due and punctual  payment of the  principal of and
interest on all the Bonds  according  to their  tenor,  and the due and punctual
performance  and observance of all the covenants and conditions of this Restated
Indenture to be  performed  or observed by the Company,  shall be assumed by the
successor  corporation  formed by such  consolidation  or into which such merger
shall  have  been  made or which  acquires  by  conveyance  or  transfer  all or
substantially  all  the  Trust  Estate  as  an  entirety;   and  such  successor
corporation shall execute and deliver to the Trustee,  simultaneously  with such
consolidation,  merger, conveyance or transfer, an indenture supplemental hereto
containing

                           (1)  an  agreement  on the  part  of  such  successor
                  corporation punctually to make all the payments and to perform
                  and observe all the covenants and  conditions of this Restated
                  Indenture which are to be made or performed or observed by the
                  Company, with the same effect and to the same extent as if the
                  maker of such  agreement  had been the party of the first part
                  hereto, and

                           (2) a grant, conveyance, transfer and mortgage of the
                  character  described  in Paragraph A or Paragraph B of Section
                  13.02;

provided  further,  that, upon and in connection with any such lease, the lessee
under such lease shall execute and deliver to the Trustee,  simultaneously  with
such lease, an indenture  supplemental  hereto  containing a grant,  conveyance,
transfer and mortgage  subjecting to the direct Lien of this Restated  Indenture
all  properties  and  franchises  of the  character  described in Paragraph B of
Section 13.02 which may be acquired by such lessee after the date of such lease.

         Section 13.02. Conditions of Successor to Succeed to Rights of Company.
In case the Company,  pursuant to Section 13.01,  shall be consolidated  with or
merged into any other  corporation or  corporations or shall convey or transfer,
subject to the Lien of this Restated Indenture,  all or substantially all of the
Trust  Estate  as  an  entirety,   the  successor  corporation  formed  by  such
consolidation  or into which the  Company  shall have been merged or which shall
have received a conveyance or transfer as aforesaid, upon causing to be recorded
the supplemental  indenture  referred to in said Section 13.01, shall succeed to
and be substituted  for the Company with the same effect as if it had been named
herein  as the party of the  first  part,  subject,  however,  to the  following
limitations and restrictions:

                  A. If said  supplemental  indenture  shall  contain  a  grant,
         conveyance,  transfer and mortgage in terms  sufficient  to include and
         subject  to the  Lien of  this  Restated  Indenture  all  property  and
         franchises  then  owned and which may be  thereafter  acquired  by such
         successor  corporation  (other than Excepted  Property),  thereupon and
         thereafter such successor corporation may cause to be executed,  either
         in its own name or in the name of the  Company,  and  delivered  to the
         Trustee for authentication,  any Bonds issuable hereunder; and upon the
         order of such successor corporation in lieu of the Company, and subject
         to  all  the  terms,  conditions  and  restrictions  in  this  Restated
         Indenture prescribed, the Trustee shall authenticate and deliver any of
         the Bonds which shall have been  previously  executed and  delivered by
         the Company to the Trustee  for  authentication,  and any of such Bonds
         which such successor  corporation shall thereafter,  in accordance with
         the  provisions  of this Restated  Indenture,  cause to be executed and
         delivered to the Trustee for such purpose.  Such changes in phraseology
         and form  (but not in  substance)  may be made in such  Bonds as may be
         appropriate  in view of such  consolidation  or merger or conveyance or
         transfer.  All such Bonds  when  issued by such  successor  corporation
         shall in all  respects  have the same  legal rank and  security  as the
         Bonds   theretofore  or  thereafter   authenticated  and  delivered  in
         accordance  with the terms of this Restated  Indenture  and issued,  as
         though all of said Bonds had been  issued at the date of the  execution
         hereof.

                  B. If said supplemental indenture shall not contain the grant,
         conveyance,  transfer and mortgage described in the preceding Paragraph
         A, then such successor corporation shall not be entitled to procure the
         authentication  and  delivery  of Bonds  hereunder  pursuant to Article
         Four, Five or Six, and  (notwithstanding the generality of the Granting
         Clauses)  this  Restated   Indenture  shall  not,  by  virtue  of  such
         consolidation,  merger,  conveyance  or transfer,  or by virtue of said
         supplemental  indenture,  become a lien upon any of the  properties  or
         franchises  of such  successor  corporation  owned by it at the time of
         such  consolidation,   merger,  conveyance  or  transfer  (unless  such
         successor corporation, in its discretion, shall subject the same to the
         lien hereof),  but this Restated  Indenture  shall become and be a lien
         upon the following, and only the following, properties acquired by such
         successor  corporation  after the date of such  consolidation,  merger,
         conveyance or transfer, to wit:

                           (1)  all   betterments,   extensions,   improvements,
                  additions, repairs, renewals, replacements,  substitutions and
                  alterations  to,  upon,  for and of the Trust  Estate  and all
                  property constituting appurtenances of the Trust Estate;

                           (2) all  Property  Additions  made  the  basis of the
                  withdrawal  of cash  from the  Trustee  or from  the  trustee,
                  mortgagee or other  holder of a Prior Lien,  or the release of
                  property  from the Lien of this  Restated  Indenture;  and all
                  property  acquired  or  constructed  with the  proceeds of any
                  insurance on any part of the Trust Estate; and

                           (3) all  property  acquired in  pursuance  of Section
                  9.05 or of any other  covenants  herein  contained to maintain
                  and  preserve  and keep the Trust  Estate  in good  condition,
                  repair  and  working  order,  or in  pursuance  of some  other
                  covenant or agreement  herein contained to be performed by the
                  Company;

         and in such event said  supplemental  indenture  shall contain a grant,
         conveyance,  transfer and mortgage subjecting the property described in
         the preceding  Clauses (1), (2) and (3) of this Paragraph to the direct
         Lien of this Restated Indenture.

                                ARTICLE FOURTEEN

                             CONCERNING THE TRUSTEE

         Section 14.01. Qualification of Trustee. The Trustee shall at all times
be a corporation  eligible  under Section 14.07 and have a combined  capital and
surplus  of not less  than  $1,000,000.  If the  Trustee  publishes  reports  of
condition  at least  annually,  pursuant  to law or to the  requirements  of any
supervising or examining  authority  referred to in Section 14.07,  then for the
purposes of this Section the combined capital and surplus of the Trustee,  shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

         Section 14.02.  Trustee's Duties and Obligations.

                  (a) The Trustee for itself and its  successors  hereby accepts
         the  trusts of this  Restated  Indenture.  In case an Event of  Default
         shall happen and shall not be remedied, the Trustee shall exercise such
         of the rights and powers  vested in it by this  Restated  Indenture and
         use the same  degree of care and skill in their  exercise  as a prudent
         man would exercise or use under the circumstances in the conduct of his
         own affairs.

                  (b) None of the provisions of this Restated Indenture shall be
         construed as relieving the Trustee from liability for its own negligent
         action, its own negligent failure to act, or its own wilful misconduct,
         except that

                           (1)  Unless an Event of Default  shall have  happened
                  and shall not have been  remedied,  the Trustee shall be under
                  no duty with respect to the  performance  of any duties except
                  such as are specifically set forth in this Restated Indenture,
                  and no implied  covenant or obligation shall be read into this
                  Restated  Indenture  against the  Trustee,  but the duties and
                  obligations  of the Trustee shall be determined  solely by the
                  express provisions of this Restated Indenture.

                           (2)  Unless an Event of Default  shall have  happened
                  and shall not have been  remedied,  the  Trustee  may,  in the
                  absence  of  bad  faith  on the  part  of  the  Trustee,  rely
                  conclusively,  as to the  truth  of  the  statements  and  the
                  correctness  of  the  opinions  expressed  therein,  upon  any
                  certificate  or  opinion  furnished  to  it  pursuant  to  and
                  conforming to the  requirements  of this  Restated  Indenture;
                  provided,   however,   that  the  trustee  shall  examine  any
                  certificate  or opinion  required to be furnished to it by the
                  Company  under any  provision  of this  Restated  Indenture to
                  determine  whether such certificate or opinion conforms to the
                  requirements of this Restated Indenture.

                           (3) The Trustee  shall not be liable for any error of
                  judgment  made in  good  faith  by a  responsible  officer  or
                  officers  of the  Trustee,  unless it shall be proved that the
                  Trustee was negligent in ascertaining the pertinent facts.

                           (4)  None  of  the  provisions  in  this  Restated
                  Indenture  contained  shall  require the Trustee to advance or
                  expend  or risk its own  funds  or  otherwise  incur  personal
                  financial liability in the performance of any of its duties or
                  in the  exercise  of any of its  rights  or powers if there is
                  reasonable  ground for  believing  that the  repayment of such
                  funds or liability is not reasonably  assured to it (i) by the
                  security  afforded  to  it  by  the  terms  of  this  Restated
                  Indenture,   or  (  ii  )  by  other  reasonable  security  or
                  indemnity.

                           (5) The  recitals  herein and in the Bonds  contained
                  shall be taken as the  statements of the Company and shall not
                  be  considered  as made by,  or  imposing  any  obligation  or
                  liability  upon,  the  Trustee,  and the  Trustee  assumes  no
                  responsibility  for the  correctness  of the same. The Trustee
                  makes no  representations  as to the value or condition of the
                  Trust  Estate or any part  thereof,  or as to the title of the
                  Company  thereto  or as to the  validity  or  adequacy  of the
                  security afforded thereby, or hereby, or as to the validity of
                  this  Restated  Indenture  or of the Bonds or  coupons  issued
                  hereunder.

                           (6) The Trustee shall not be under any responsibility
                  or duty with respect to the  disposition by the Company of the
                  Bonds  or the  application  by  the  Company  of the  proceeds
                  thereof or of any moneys paid to the Company  under any of the
                  provisions hereof.

                  (c) The Trustee  may, at the  expense of the  Company,  advise
        with legal counsel to be selected and employed by it.

                  To the  extent  permitted  by  Paragraphs  (a) and (b) of this
         Section 14.02,  the Trustee shall not be liable for any action taken or
         suffered  by it in good  faith in  accordance  with the  advice of such
         counsel, and the Trustee shall not be under any responsibility,  except
         for the  exercise  of  reasonable  care,  in respect of the  selection,
         appointment  or approval of any  engineer,  appraiser or counsel or any
         other person or firm for any of the purposes expressed in this Restated
         Indenture.

                  (d) The Company shall pay to the Trustee, from time to time on
         demand,  reasonable  compensation  for  all  services  rendered  by the
         Trustee  hereunder  (which shall not be limited to the  compensation of
         trustees  of any  express  trust  as  provided  by law)  and  also  all
         reasonable expenses,  charges, counsel fees and other disbursements and
         those  of  its  agents,  attorneys  and  employees,   incurred  in  the
         administration  and  execution of the trusts  hereby  created,  and the
         Company agrees to indemnify and save the Trustee  harmless  against and
         from any  liability  or  damages  which it may incur or  sustain in the
         exercise and performance,  without  negligence or bad faith on the part
         of the Trustee, of any of its powers and duties hereunder.  The Trustee
         shall have a lien for such compensation,  expenses and indemnity on the
         Trust Estate and the proceeds thereof prior to the lien of the Bonds.

                  (e) The Trustee  shall not be  personally  liable for any debt
         contracted or for any expenditure  made by it in operating the business
         of the  Company or for any damage to  persons  or  property  or for any
         salary or  nonfulfillment  of any  contract in managing the property of
         the Company or any part thereof, upon entry as herein provided, and the
         Trust Estate is hereby  charged  with a paramount  lien in favor of the
         Trustee as security and indemnification against any such liability.

                  (f) To the extent  permitted by the  provisions  of Paragraphs
         (a) and (b) of this Section 14.02:

                           (1) The Trustee may rely upon and shall be  protected
                  in  acting  upon any  notice,  resolution,  request,  consent,
                  order,   certificate,   report,  opinion,   statement,   Bond,
                  obligation,  appraisal or other paper or document  believed by
                  it to be genuine and to have been signed or  presented  by the
                  proper  party or parties or by a person or persons  authorized
                  to act on his or their behalf.

                           (2) The  Trustee may accept a  certificate  signed by
                  the  Secretary  (or an  Assistant  Secretary)  of the Company,
                  under its  corporate  seal,  as  conclusive  evidence that any
                  resolution  has been duly adopted by the Board of Directors of
                  the  Company  and/or  that the same is still in full force and
                  effect,  and such certificate shall constitute full protection
                  to the Trustee for any action  taken or omitted to be taken by
                  it in reliance thereon.

                           (3)  The  Trustee  shall  not be  under  any  duty to
                  examine into or pass upon the validity or  genuineness  of any
                  obligations  or  other  securities  at any  time  pledged  and
                  deposited  hereunder,  and the  Trustee  shall be  entitled to
                  assume that any obligations or other securities  presented for
                  pledge and  deposit  hereunder  are genuine and valid and what
                  they  purport to be, and that any  endorsement  or  assignment
                  thereon is genuine and legal.

                           (4) The Trustee shall not be under any  obligation to
                  see to the  delivery  or payment to it of any  obligations  or
                  evidences of indebtedness or other securities or cash required
                  to be  delivered  or paid to it,  hereunder,  except  in those
                  cases  where it is  specifically  herein  provided  that  such
                  delivery or payment is a condition  precedent  to the granting
                  of an  application  hereunder,  or to  see  that  any  of  the
                  property  hereby  intended  to  be  conveyed  or  assigned  is
                  properly and legally subjected to the lien hereof. The Trustee
                  need not take any action to secure the conveyance to it of any
                  property  acquired  by  the  Company  after  the  date  of the
                  execution   hereof,   except  in  those   cases  where  it  is
                  specifically   herein   provided   that  the   delivery  of  a
                  supplemental  indenture or other instrument of conveyance is a
                  condition   precedent  to  the  granting  of  an   application
                  hereunder.

                  (g) The Trustee may act as  depositary  for the Company or any
         committee formed to protect the rights of holders of Bonds or any other
         securities  of the  Company  or to effect or aid in any  reorganization
         growing out of the enforcement of the Bonds or this Restated Indenture,
         whether or not any such  committee  shall  represent  the  holders of a
         majority in amount of the Bonds at the time outstanding.

                  (h) The  Trustee  and any paying  agent or other  agent of the
         Company may each acquire and hold Bonds and,  subject to the provisions
         of Sections 14.03, 14.04 and 14.05, may otherwise deal with the Company
         in the same  manner  and to the same  extent  and with  like  effect as
         though it were not Trustee or as though it were not such agent.

                  (i) Whenever it is provided in this  Restated  Indenture  that
         the  Trustee  shall  take any action  either  upon the  happening  of a
         specified  event or upon the  fulfillment  of any condition or upon the
         request of the Company or the Bondholders,  the Trustee shall have full
         power to give any and all notices and to do any and all acts and things
         incidental to such action.

         Section 14.03.  Removal, Resignation and Discharge of Trustee.

                  (a) If the Trustee has or acquires any conflicting interest as
         defined by Clause (d) of this Section, the Trustee shall within 90 days
         after  ascertaining  that it has such a  conflicting  interest,  either
         eliminate such conflicting  interest or resign by giving written notice
         to the Company,  but such resignation  shall not become effective until
         the appointment of a successor trustee and such successor's  acceptance
         of such appointment. The Company covenants to take prompt steps to have
         a successor  appointed  in the manner  hereinafter  provided in Section
         14.07.  Upon giving such notice of resignation,  the resigning  Trustee
         shall publish notice thereof, once a week for three successive calendar
         weeks in one  Authorized  Newspaper  in the City of Rapid  City,  South
         Dakota and one in the  Borough of  Manhattan,  the City of New York (in
         each instance upon any day of the week). If the resigning Trustee fails
         to publish  notice  within 10 days after giving  written  notice of its
         resignation to the Company, the Company shall publish such notice.

                  ( b ) In the event that the Trustee  shall fail to comply with
         the provisions of the preceding Clause (a) of this Section, the Trustee
         shall  within  10 days  after  the  expiration  of such  90-day  period
         transmit notice of such failure to the Bondholders in the manner and to
         the extent  provided  in Clause (c) of  Section  14.05 with  respect to
         reports pursuant to Clause (a) of Section 14.05.

                  (c) Any  Bondholder  who has been a bona fide holder of a Bond
         or Bonds for at least six  months  may,  on behalf of  himself  and all
         others similarly situated, petition any court of competent jurisdiction
         for the removal of the Trustee and the  appointment  of a successor  if
         the Trustee fails,  after written request  therefor by such holder,  to
         comply with the provisions of Clause (a) of this Section.

                  (d) The Trustee shall be deemed to have a conflicting interest
         if the  Bonds  are in  default  (exclusive  of any  period  of grace or
         requirement of notice) and--

                           (1) the Trustee is trustee  under  another  indenture
                  under which any other  securities or  certificates of interest
                  or  participation  in any other  securities of the Company are
                  outstanding, unless such other indenture is a collateral trust
                  indenture  under which the only  collateral  consists of Bonds
                  issued  under this  Restated  Indenture,  provided  that there
                  shall be excluded from the operation of this Paragraph another
                  indenture  or  indentures  under  which  other  securities  or
                  certificates of interest or  participation in other securities
                  of the  Company  are  outstanding  if the  Company  shall have
                  sustained  the  burden  of  proving  on   application  to  the
                  Securities and Exchange  Commission and after  opportunity for
                  hearing  thereon,  that the  trusteeship  under this  Restated
                  Indenture and such other indenture is not so likely to involve
                  a material conflict of interest as to make it necessary in the
                  public   interest  or  for  the  protection  of  investors  to
                  disqualify  the Trustee  from acting as such under one of such
                  indentures;

                           (2) the Trustee or any of its  directors or executive
                  officers is an obligor  upon the Bonds or an  underwriter  for
                  the Company;

                           (3) the Trustee directly or indirectly controls or is
                  directly or indirectly controlled by or under direct or common
                  control with the Company or an underwriter for the Company;

                           (4) the Trustee or any of its  directors or executive
                  officers is a director, officer, partner, employee,  appointee
                  or representative of the Company,  or of an underwriter (other
                  than the Trustee  itself)  for the  Company  who is  currently
                  engaged in the business of  underwriting,  except that (A) one
                  individual may be a director and/or  executive  officer of the
                  Trustee  and  a  director  and/or  executive  officer  of  the
                  Company,  but may not be at the same time an executive officer
                  of both the Trustee and the Company; (B) if and so long as the
                  number  of  directors  of the  trustee  in office is more than
                  nine,  one additional  individual may be a director  and/or an
                  executive  officer  of  the  Trustee  and a  director  of  the
                  Company;  and (C) the Trustee may be designated by the Company
                  or by an underwriter for the Company to act in the capacity of
                  transfer agent,  registrar,  custodian,  paying agent,  fiscal
                  agent,  escrow  agent or  depositary  or in any other  similar
                  capacity or subject to the provisions of Paragraph (1) of this
                  Clause (d), to act as trustee  whether  under an  indenture or
                  otherwise;

                           (5) 10 per centum or more of the voting securities of
                  the Trustee is beneficially  owned either by the Company or by
                  any director,  partner or executive officer thereof, or 20 per
                  centum  or more  of such  voting  securities  is  beneficially
                  owned, collectively, by any two or more of such persons; or 10
                  per centum or more of the voting  securities of the Trustee is
                  beneficially owned either by an underwriter for the Company or
                  by any director,  partner or executive officer thereof,  or is
                  beneficially  owned,  collectively,  by any two or  more  such
                  persons;

                           (6) the Trustee is the  beneficial  owner of or holds
                  as collateral  security for an obligation which is in default,
                  (A) 5 per  centum or more of the voting  securities  or 10 per
                  centum or more of any other class of security of the  Company,
                  not including  the Bonds issued under this Restated  Indenture
                  and securities  issued under any other  indenture  under which
                  the Trustee is also  trustee,  or (B) 10 per centum or more of
                  any class of security of an underwriter for the Company;

                           (7) the Trustee is the  beneficial  owner of or holds
                  as collateral  security for an obligation which is in default,
                  5 per  centum or more of the voting  securities  of any person
                  who, to the  knowledge of the  Trustee,  owns 10 per centum or
                  more of the voting  securities  of, or  controls  directly  or
                  indirectly or is under direct or indirect common control with,
                  the Company;

                           (8) the Trustee is the  beneficial  owner of or holds
                  as collateral  security for an obligation which is in default,
                  10 per centum or more of any class of  security  of any person
                  who, to the  knowledge of the  Trustee,  owns 50 per centum or
                  more of the voting securities of the Company; or

                           (9) the Trustee owns on May 15 in any  calendar  year
                  in the capacity of executor,  administrator,  testamentary  or
                  inter vivos trustee, guardian, committee or conservator, or in
                  any other  similar  capacity an  aggregate of 25 per centum or
                  more of the voting securities, or of any class of security, of
                  any person, the beneficial ownership of a specified percentage
                  of which would have  constituted a conflicting  interest under
                  Paragraph  (6), (7), or (8) of this Clause (d). As to any such
                  securities  of which the Trustee  acquired  ownership  through
                  becoming executor, administrator or testamentary trustee of an
                  estate,  which  included them, the provisions of the preceding
                  sentence  shall not  apply for a period of two years  from the
                  date of such  acquisition,  to the extent that such securities
                  included  in such  estate do not  exceed 25 per centum of such
                  voting  securities  or 25 per  centum  of any  such  class  of
                  security.  Promptly  after May 15, in each calendar  year, the
                  Trustee shall make a check of its holdings of such  securities
                  in any of the above-mentioned capacities as of such May 15. If
                  the  Company  fails to make  payment in full of  principal  or
                  interest  upon the Bonds  when and as the same  become due and
                  payable,  and such failure  continues for 30 days  thereafter,
                  the Trustee  shall make a prompt check of its holdings of such
                  securities in any of the above-mentioned  capacities as of the
                  date of the  expiration  of such 30-day  period and after such
                  date,   notwithstanding  the  foregoing   provisions  of  this
                  Paragraph  (9),  all such  securities  so held by the Trustee,
                  with sole or joint control over such securities  vested in it,
                  shall,  but only so long as such failure  shall  continue,  be
                  considered as though beneficially owned by the Trustee for the
                  purposes of Paragraphs (6), (7) and (8) of this Clause (d).

                           The specification of percentages in Paragraphs (5) to
                  (9),  inclusive,  of this Clause (d) shall not be construed as
                  indicating  that  the  ownership  of such  percentages  of the
                  securities of a person is or is not necessary or sufficient to
                  constitute  direct or  indirect  control  for the  purposes of
                  Paragraph (3) or (7) of this Clause (d).

                           For the purposes of Paragraphs  (6), (7), (8) and (9)
                  of this Clause (d), (A) the term  "security" and  "securities"
                  shall include only such  securities as are generally  known as
                  corporate securities,  but shall not include any note or other
                  evidence of  indebtedness  issued to evidence an obligation to
                  repay  monies  lent to a person  by one or more  banks,  trust
                  companies or banking firms or any  certificate of interests or
                  participation  in any such note or evidence  of  indebtedness;
                  (B) an  obligation  shall be  deemed to be in  default  when a
                  default in payment of principal  shall have  continued  for 30
                  days or more  and  shall  not  have  been  cured;  and (C) the
                  Trustee  shall  not be deemed to be the owner or holder of (i)
                  any security which it holds as collateral security (as trustee
                  or  otherwise)  for an  obligation  which is not in default as
                  above  defined,  or  (ii)  any  security  which  it  holds  as
                  collateral    security   under   this   Restated    Indenture,
                  irrespective of any default  hereunder;  or (iii) any security
                  which  it  holds as agent  for  collection,  or as  custodian,
                  escrow agent or depositary,  or in any similar  representative
                  capacity.

         The percentages of voting securities and other securities  specified in
this Section shall be calculated in accordance with the following provisions:

                  (a) A specified  percentage  of the voting  securities  of the
         Trustee,  the Company or any other  person  referred to in this Section
         (each of whom is  referred to as a "person"  in this  Paragraph)  means
         such  amount of the  outstanding  voting  securities  of such person as
         entitled  the  holder  or  holders   thereof  to  cast  such  specified
         percentage  of the  aggregate  votes  which  the  holders  of  all  the
         outstanding  voting  securities  of such person are entitled to cast in
         the direction or management of the affairs of such person.

                  (b) A  specified  percentage  of a class  of  securities  of a
         person means such  percentage of the aggregate  amount of securities of
         the class outstanding.

                  (c) The term  "amount,"  when used in  regard  to  securities,
         means the  principal  amount if relating to evidences of  indebtedness,
         the number of shares if relating to capital  shares,  and the number of
         units if relating to any other kind of security.

                  (d) The term "outstanding" means issued and not held by or for
         the account of the issuer. The following securities shall not be deemed
         outstanding within the meaning of this definition:

                           (1)  Securities  of an issuer held in a sinking fund
                  relating to  securities  of the issuer of the same class;

                           (2)  Securities  of an issuer held in a sinking  fund
                  relating to another class of securities of the issuer,  if the
                  obligation  evidenced by such other class of securities is not
                  in default as to principal or interest or otherwise;

                           (3)  Securities  pledged  by the  issuer  thereof  as
                  security for an  obligation of the issuer not in default as to
                  principal or interest or otherwise;

                           (4)  Securities held in escrow if placed in escrow
                  by the issuer thereof;

         provided,  however,  that any voting  securities  of an issuer shall be
         deemed  outstanding  if any person other than the issuer is entitled to
         exercise the voting rights thereof.

                  (e) A  security  shall be  deemed  to be of the same  class as
         another  security if both securities  confer upon the holder or holders
         thereof  substantially  the  same  rights  and  privileges;   provided,
         however, that, in the case of secured evidences of indebtedness, all of
         which are issued under a single indenture,  differences in the interest
         rates or maturity  dates of various  series thereof shall not be deemed
         sufficient to constitute such series different  classes;  and provided,
         further,  that,  in the case of unsecured  evidences  of  indebtedness,
         differences  in the interest  rates or maturity dates thereof shall not
         be  deemed  sufficient  to  constitute  them  securities  of  different
         classes, whether or not they are issued under a single indenture.

                  The term "voting  securities"  means and includes any security
         presently  entitling  the  owner  or  holder  thereof  to  vote  in the
         direction  or  management  of the affairs of a person,  or any security
         issued  under or  pursuant  to any  trust,  agreement,  or  arrangement
         whereby  a trustee  or  trustees  or agent or  agents  for the owner or
         holder of such security are presently entitled to vote in the direction
         or management of the affairs of a person.

                  The term  "director"  means any director of a corporation,  or
         any  individual  performing  similar  functions  with  respect  to  any
         organization whether incorporated or unincorporated.

                  The  term  "executive  officer"  means  the  president,  every
         vice-president,  every trust officer, the cashier,  the secretary,  and
         the  treasurer  of  a  corporation,   and  any  individual  customarily
         performing  similar functions with respect to any organization  whether
         incorporated or  unincorporated,  but shall not include the chairman of
         the board of directors.

                  The term "underwriter" when used with reference to the Company
         means every  person,  who,  within  three years prior to the time as of
         which the  determination is made, has purchased from the Company with a
         view  to,  or  has  sold  for  the  Company  in  connection  with,  the
         distribution of any security of the Company which is outstanding at the
         time the determination is made, or has participated or has had a direct
         or  indirect  participation  in any  such  direct  undertaking,  or has
         participated  or has had a  participation  in the  direct  or  indirect
         underwriting of any such undertaking, but such term shall not include a
         person whose  interest was limited to a commission  from an underwriter
         or dealer  not in excess of the usual and  customary  distributors'  or
         sellers' commission.

                  The  provisions  of this  Section  14.03  which have been made
         specifically  applicable  to  the  Trustee,  shall  also  apply  to any
         co-Trustee appointed pursuant to Section 14.09.

                  In the event that any person  other than the Company  shall at
         any time  become  an  obligor  upon any of the  Bonds,  so long as such
         person shall continue to be such obligor the provisions of this Section
         14.03,  in  addition  to  being  applicable  to  the  Trustee,  to  any
         co-Trustee and to the Company, shall be applicable to the Trustee, such
         co-Trustee,  and such  obligor  with the same  effect as if the name of
         such  obligor  were  substituted  for  that  of  the  Company  in  said
         provisions.

         Section 14.04.  Special Account in Case of Default.

                  (a) Subject to the  provisions  of Clause (b) of this Section,
         if the Trustee shall be or become a creditor,  directly or  indirectly,
         secured or  unsecured,  of the Company  within  three months prior to a
         default,  as defined in Clause (e) of this  Section,  or  subsequent to
         such a default, then, unless and until such default shall be cured, the
         Trustee  shall set apart and hold in a special  account for the benefit
         of the Trustee individually,  the holders of the Bonds, and the holders
         of other  indenture  securities  ( as  defined  in  Clause  (e) of this
         Section):

                           (1) an amount equal to any and all  reductions in the
                  amount  due and  owing  upon  any  claim as such  creditor  in
                  respect of principal or interest, effected after the beginning
                  of such  three-month  period and valid as against  the Company
                  and its other creditors,  except any such reduction  resulting
                  from the receipt or disposition  of any property  described in
                  Paragraph  (2) of this Clause (a), or from the exercise of any
                  right of setoff  which the Trustee  could have  exercised if a
                  petition  in  bankruptcy  had  been  filed by or  against  the
                  Company upon the date of such default; and

                           (2) all  property  received by the Trustee in respect
                  of any claim as such creditor, either as security therefor, or
                  in satisfaction or composition  thereof,  or otherwise,  after
                  the beginning of such three-month  period,  or an amount equal
                  to the proceeds of any such property, if disposed of, subject,
                  however,  to the rights,  if any, of the Company and its other
                  creditors in such property or such proceeds.

                  (b) Nothing  contained in this Section  14.04 shall affect the
         right of the Trustee:

                           (1) to retain for its own account (i)  payments  made
                  on account of any such  claim by any  person  (other  than the
                  Company) who is liable  thereon,  and (ii) the proceeds of the
                  bona fide  sale of any such  claim by the  Trustee  to a third
                  person, and (iii)  distributions  made in cash,  securities or
                  other  property in respect of claims filed against the Company
                  in  bankruptcy  or   receivership   or  in   proceedings   for
                  reorganization  pursuant  to  the  Federal  Bankruptcy  Act or
                  applicable State law;

                           (2)  to  realize,  for  its  own  account,  upon  any
                  property  held by it as security  for any such claim,  if such
                  property   was  so  held  prior  to  the   beginning  of  such
                  three-month period;

                           (3) to realize,  for its own account, but only to the
                  extent of the claim hereinafter  mentioned,  upon any property
                  held by it as security  for any such claim,  if such claim was
                  created  after the  beginning of such  three-month  period and
                  such property was received as security therefor simultaneously
                  with the creation  thereof;  and if the Trustee  shall sustain
                  the burden of proving  that at the time such  property  was so
                  received the Trustee had no reasonable cause to believe that a
                  default, as defined in Clause (e) of this Section 14.04, would
                  occur within three months; or

                           (4) to receive  payment on any claim  referred  to in
                  Paragraph (2) or (3) of this Clause (b) against the release of
                  any  property  held as security  for such claim as provided in
                  said  Paragraph  (2) or (3), as the case may be, to the extent
                  of the Fair Value of such property.

                  For the purposes of Paragraphs (2), (3) and (4) of this Clause
         (b),  property  substituted  after the  beginning  of such  three-month
         period for property  held as security at the time of such  substitution
         shall, to the extent of the Fair Value of the property  released,  have
         the same status as the property  released,  and, to the extent that any
         claim referred to in any of such Paragraphs is created in renewal of or
         in  substitution  for or for the purpose of repaying or  refunding  any
         preexisting  claim of the  Trustee as such  creditor,  such claim shall
         have the same status as such preexisting claim.

                  (c) If the Trustee  shall be  required to account,  as in this
         Section  14.04  provided,  the funds and property  held in such special
         account  and the  proceeds  thereof  shall be  apportioned  between the
         Trustee,  the  Bondholders,  and the  holders  of any  other  indenture
         securities in such manner that the Trustee,  the  Bondholders,  and the
         holders of other indenture  securities realize, as a result of payments
         from such  special  account,  and payments of dividends on claims filed
         against the Company in bankruptcy or receivership or in proceedings for
         reorganization  pursuant to the Federal  Bankruptcy  Act or  applicable
         State law, the same  percentage  of their  respective  claims,  figured
         before crediting to the claim of the Trustee anything on account of the
         receipt  by it from the  Company  of the  funds  and  property  in such
         special  account and before  crediting to the respective  claims of the
         Trustee, the Bondholders, and the holders of other indenture securities
         dividends  on  claims  filed  against  the  Company  in  bankruptcy  or
         receivership  or in  proceedings  for  reorganization  pursuant  to the
         Federal  Bankruptcy  Act or applicable  State law, but after  crediting
         thereon  receipts on account of the  indebtedness  represented by their
         respective  claims from all sources other than such  dividends and from
         the funds and property so held in such special account. As used in this
         Clause  (c),  with  respect to any claim,  the term  "dividends"  shall
         include any  distribution  with respect to such claim in  bankruptcy or
         receivership  or in  proceedings  for  reorganization  pursuant  to the
         Federal   Bankruptcy  Act  or  applicable   State  law,   whether  such
         distribution is made in cash, securities,  or other property, but shall
         not include any such  distribution with respect to the secured portion,
         if any, of such claim.

                  The  court  in  which   such   bankruptcy,   receivership   or
         proceedings for  reorganization  is pending shall have jurisdiction (1)
         to apportion between the Trustee,  the Bondholders,  and the holders of
         other indenture  securities,  in accordance with the provisions of this
         Clause (c), the funds and property held in such special account and the
         proceeds thereof, or (2) in lieu of such apportionment,  in whole or in
         part, to give to the provisions of this Clause (c) due consideration in
         determining  the  fairness  of  the  distributions  to be  made  to the
         Trustee,   the   Bondholders,   and  the  holders  of  other  indenture
         securities,  with respect to their respective claims, in which event it
         shall not be  necessary  to  liquidate  or to appraise the value of any
         securities  or  other  property  held in  such  special  account  or as
         security  for any such claim or to make a specific  allocation  of such
         distributions  as between the secured  and  unsecured  portions of such
         claims or  otherwise  to apply the  provisions  of this Clause (c) as a
         mathematical formula.

                  (d) Any Trustee who has  resigned  or been  removed  after the
         beginning of such three-month period shall be subject to the provisions
         of this  Section  14.04 as though such  resignation  or removal had not
         occurred.  If any Trustee has  resigned  or been  removed  prior to the
         beginning  of such  three-month  period,  it  shall be  subject  to the
         provisions of this Section 14.04 if and only if--

                           (i) the  receipt of property  or  reduction  of claim
                  which would have given rise to the  obligation to account,  if
                  such  Trustee had  continued  as Trustee,  occurred  after the
                  beginning of such three months' period; and

                            (ii) such  receipt of property or reduction of claim
                  occurred  within  three  months  after  such   resignation  or
                  removal.

                  (e) As used in this Section 14.04,  the term  "default"  means
         any  failure to make  payment in full of the  principal  of or interest
         upon the Bonds or upon the other indenture  securities when and as such
         principal  or  interest  becomes due and  payable;  and the term "other
         indenture  securities"  means  securities  upon which the Company is an
         obligor (as  defined in the Trust  Indenture  Act of 1939)  outstanding
         under any other  indenture (1) under which the Trustee is also trustee,
         (2) which is qualified  under the Trust  Indenture  Act of 1939 and (3)
         under which a default  exists at the time of the  apportionment  of the
         funds and property held in said special account.

                  (f) None of the  foregoing  provisions  of this Section  14.04
         shall be  applicable  in  respect of a  creditor  relationship  arising
         from--

                           (1) the ownership or acquisition of securities issued
                  under any  indenture,  or any security or securities  having a
                  maturity of one year or more at the time of acquisition by the
                  Trustee;

                           (2)  advances   authorized  by  a   receivership   or
                  bankruptcy  court  of  competent  jurisdiction,   or  by  this
                  Restated Indenture, for the purpose of preserving the property
                  subject  to  the  lien  of  this  Restated   Indenture  or  of
                  discharging  tax liens or other prior liens or encumbrances on
                  the  Trust  Estate,  if  notice  of  such  advance  and of the
                  circumstances  surrounding  the making thereof is given to the
                  Bondholders as provided in Clauses (a), (b) and (c) of Section
                  14.05 with respect to advances by the Trustee as such;

                           (3)  disbursements  made in the  ordinary  course  of
                  business  in the  capacity  of  trustee  under  an  indenture,
                  transfer agent,  registrar,  custodian,  paying agent,  fiscal
                  agent or depositary, or other similar capacity;

                           (4) an  indebtedness  created as a result of services
                  rendered or premises rented;  or an indebtedness  created as a
                  result of goods or securities sold in a cash  transaction,  as
                  defined in this Clause (f);

                           (5) the  ownership of stock or other  securities of a
                  corporation  organized  under the provisions of Section 25 (a)
                  of the Federal  Reserve Act, as amended,  which is directly or
                  indirectly a creditor of the Company; or

                           (6)  the  acquisition,   ownership,   acceptance,  or
                  negotiation of any drafts,  bills of exchange,  acceptances or
                  obligations   which   fall   within  the   classification   of
                  self-liquidating paper as defined in this Clause (f).

                  The term "security" or "securities" as used in this Clause (f)
         shall have the same meaning as the definition of the word "security" in
         the Securities Act of 1933, as amended.

                  The term "cash  transaction"  as used in this Clause (f) means
         any  transaction in which full payment for goods or securities  sold is
         made within  seven days after  delivery of the goods or  securities  in
         currency or in checks or other  orders  drawn upon banks or bankers and
         payable upon demand.

                  The term "self-liquidating  papers" as used in this Clause (f)
         means any draft,  bill of exchange,  acceptance or obligation  which is
         made,  drawn,  negotiated or incurred by the Company for the purpose of
         financing the purchase, processing,  manufacture,  shipment, storage or
         sale of goods,  wares or merchandise  and which is secured by documents
         evidencing title to, possession of, or a lien upon, the goods, wares or
         merchandise  or the  receivables  or proceeds  arising from the sale of
         goods,  wares or  merchandise  previously  constituting  the  security,
         provided  the security is received by the Trustee  simultaneously  with
         the creation of the creditor relationship with the obligor arising from
         the making,  drawing,  negotiating  or incurring of the draft,  bill of
         exchange, acceptance or obligation.

                  The term "Trustee" as used in this Section 14.04 shall include
any co-Trustee appointed pursuant to Section 14.09.

                  In the event that any person  other than the Company  shall at
         any time  become  an  obligor  upon any of the  Bonds,  so long as such
         person shall continue to be such obligor the provisions of this Section
         14.04, in addition to being  applicable to the Trustee,  any co-Trustee
         and the Company,  shall be applicable to the Trustee,  and  co-Trustee,
         and such  obligor  with the same effect as if the name of such  obligor
         were substituted for that of the Company in said provisions.

         Section 14.05.  Trustee's Annual Report to Bondholders.

                  (a)  The  Trustee  shall   transmit  to  the   Bondholders  as
         hereinafter  provided,  on or  before  August 1 of each  year,  a brief
         report as of May 15 with respect to any of the  following  events which
         may have  occurred  within the previous 12 months (but if no such event
         has occurred within such period, no report need be transferred)

                           (1)  any change to its  eligibility and its
                  qualifications  under Sections 14.01 and Sections 14.03 and
                  14.07;

                           (2)  the  creation  of or any  material  change  to a
                  relationship  specified in Section  310(b)(1)  through Section
                  310(b)(10) of the Trust Indenture Act;

                           (3) the  character and amount of any advances (and if
                  the Trustee elects so to state, the circumstances  surrounding
                  the making  thereof) made by it as Trustee which remain unpaid
                  on the date of such report, and for the reimbursement of which
                  it claims or may claim a lien or charge,  prior to that of the
                  Bonds,  on the Trust  Estate or on  property  or funds held or
                  collected  by it as Trustee,  if such  advances  so  remaining
                  unpaid  aggregate more than 1/2 of 1% of the principal  amount
                  of the Bonds outstanding on such date;

                           (4) any  change  of the  amount,  interest  rate  and
                  maturity  date of all other  indebtedness  owing to it, in its
                  individual  capacity,  on the  date  of  such  report,  by the
                  Company and by any other person who may be an obligor upon any
                  of the Bonds, with a brief description of any property held as
                  collateral  security  therefor,  except an indebtedness  based
                  upon a creditor  relationship  arising in any manner described
                  in  Paragraph  (2),  (3),  (4) or (6) of Clause (f) of Section
                  14.04;

                           (5) any change of the property  and funds  physically
                  in the  possession of the Trustee in such capacity on the date
                  of such report;

                           (6) any  release,  or release  and  substitution,  of
                  property  subject to the lien of this Restated  Indenture (and
                  the  consideration   therefor,   if  any)  which  it  has  not
                  previously  reported,  provided,  however,  that to the extent
                  that the aggregate value as shown by the release papers of any
                  or all of such released  properties  does not exceed an amount
                  equal to one per cent  (1%) of the  principal  amount of Bonds
                  then outstanding,  the report need only indicate the number of
                  such releases,  the total value of property  released as shown
                  by the release papers,  the aggregate  amount of cash received
                  and the aggregate  value of property  received in substitution
                  therefor as shown by the release papers;

                           (7)  any additional issue of Bonds which it has not
                  previously reported; and

                           (8)  any   action   taken  by  the   Trustee  in  the
                  performance of its duties under this Restated  Indenture which
                  it has  not  previously  reported  and  which  in its  opinion
                  materially  affects  the  Bonds or the  Trust  Estate,  except
                  action in respect of a default, notice of which has been or is
                  to  be  withheld  by  the  Trustee  in  accordance   with  the
                  provisions of Section 11.01.

                  (b)  The  Trustee  shall  transmit  to  the  Bondholders,   as
         hereinafter provided, a brief report with respect to--

                           (1) the  release,  or release  and  substitution,  of
                  property  subject to the Lien of this Restated  Indenture (and
                  the consideration  therefor,  if any) unless the Fair Value of
                  such  property,  as set forth in the  Certificate  required by
                  Section 7.02 or Section  7.08,  is less than (i) 10 per centum
                  of the principal  amount of Bonds  outstanding  at the time of
                  such  release,  or such  release  and  substitution  and  (ii)
                  $100,000,  such report to be transmitted  within 90 days after
                  such time; and

                           (2) the  character and amount of any advances (and if
                  the Trustee elects so to state, the circumstances  surrounding
                  the making  thereof) made by it as Trustee,  since the date of
                  the last  report  transmitted  pursuant to the  provisions  of
                  Clause  (a) of this  Section  14.05 (or if no such  report has
                  been transmitted, since the date of execution of this Restated
                  Indenture),  for the  reimbursement  of which it claims or may
                  claim a lien or  charge,  prior to that of the  Bonds,  on the
                  Trust  Estate or on property or funds held or  collected by it
                  as Trustee and which it has not previously  reported  pursuant
                  to this  Paragraph (2), if such advances  remaining  unpaid at
                  any time  aggregate  more than 10 per centum of the  principal
                  amount of the Bonds  outstanding at such time,  such report to
                  be transmitted within 90 days after such time.

                  (c)      Reports pursuant to this Section 14.05 shall be
         transmitted by mail--

                           (1) to all  registered  holders of the Bonds,  as the
                  names  and   addresses  of  such   holders   appear  upon  the
                  registration books of the Company;

                           (2) to such holders of Bonds as have,  within the two
                  years  preceding  such  transmission,  filed  their  names and
                  addresses with the Trustee for that purpose; and

                           (3) except in the case of reports  pursuant to Clause
                  (b) of this Section 14.05, to each  Bondholder  whose name and
                  address is preserved  at the time by the Trustee,  as provided
                  in Clause (a) of Section 9.17.

                  (d) The Trustee shall, at the time of the  transmission to the
         Bondholders of any report  pursuant to this Section 14.05,  file a copy
         of such report with each stock exchange upon which the Bonds are listed
         and with the Securities and Exchange Commission.

         Section 14.06.  Removal and Resignation of Trustee.  The Trustee may at
any time  resign  and be  discharged  from the trusts  created by this  Restated
Indenture  by giving  written  notice  thereof  to the  Company  and  thereafter
publishing  notice thereof,  specifying a date when such resignation  shall take
effect,  once a week for  three  successive  calendar  weeks  in one  Authorized
Newspaper in the City of Rapid City,  South Dakota and one Authorized  Newspaper
in the Borough of Manhattan, The City of New York (in each instance upon any day
of the week, and in any such newspaper),  and such resignation shall take effect
upon the day  specified in such notice  unless  previously  a successor  Trustee
shall have been  appointed  in the manner  provided in Section  14.07,  in which
event such  resignation  shall take effect  immediately  upon the appointment of
such  successor  Trustee and its  acceptance of such  appointment.  This Section
shall not be applicable to resignations pursuant to Section 14.03.

         The  Trustee  may be removed  at any time with or without  cause by the
holders of a majority in amount of the Bonds then outstanding,  by an instrument
or concurrent  instruments in writing,  signed in triplicate by such holders, of
which one copy shall be filed with the Company and one with the Trustee.

         Section 14.07.  Disqualification  and Appointment of Successor Trustee.
In case at any time the Trustee  shall cease to be a  corporation  organized and
doing  business  under the laws of the United  States of America or of any State
which (a) is authorized  under such laws to exercise  corporate trust powers and
(b) is subject to supervision or examination by Federal or State  authority,  or
shall cease to have a combined  capital and surplus of at least  $1,000,000 then
the Trustee  shall resign  immediately;  and, in the event that the Trustee does
not resign  immediately  in such case,  then it may be removed  forthwith  by an
instrument  or  concurrent  instruments  in writing  filed with the  Trustee and
either (i) signed and sealed by the President or a Vice-President of the Company
with its corporate seal attested by a Secretary or an Assistant Secretary of the
Company,  or (ii)  signed and  acknowledged  by the  holders  of a  majority  in
principal  amount  of  the  Bonds  then   outstanding   hereunder  or  by  their
attorneys-in-fact duly authorized.

         In case at any time the Trustee shall resign or be removed  (unless the
Trustee  shall be removed as  provided  in Clause (c) of Section  14.03 in which
event the vacancy  shall be filed as  provided in said Clause (c)) or  otherwise
become  incapable of acting,  a successor to the Trustee may be appointed by the
holders of at least a majority  in amount of the Bonds  then  outstanding  by an
instrument or concurrent  instruments in writing signed by such  Bondholders and
delivered to such  successor  Trustee,  notification  thereof being given to the
Company and the retiring Trustee; but until a success Trustee shall be appointed
by the  Bondholders  as herein  authorized,  the Company,  by an  instrument  in
writing  executed by order of its Board of Directors,  shall appoint a successor
Trustee  to fill such  vacancy  and the  Company  shall  publish  notice of such
appointment  once in each of two  successive  calendar  weeks in one  Authorized
Newspaper  in the City of Rapid  City,  South  Dakota and one in the  Borough of
Manhattan,  The City of New York, in each instance upon any day of the week. Any
successor  Trustee so appointed  by the Company  shall  immediately  and without
further act be superseded by a successor  Trustee  appointed in the manner above
provided  by the  holders  of at least a  majority  in amount of the Bonds  then
outstanding.

         If in a proper case no appointment of a successor Trustee shall be made
pursuant to the foregoing  provisions of this Section  within six months after a
vacancy  shall have  occurred  in the  office of Trustee  the holder of any Bond
outstanding  hereunder  or any  retiring  Trustee  may  apply  to any  court  of
competent  jurisdiction to appoint a successor Trustee. Said court may thereupon
after such notice, if any, as said court may deem proper and prescribe,  appoint
a successor Trustee.

         Every Trustee appointed under the provisions of this Section shall be a
trust company or bank  organized and doing  business under the laws of the State
of New York or under  the laws of the  United  States  of  America,  having  its
principal  office for the  transaction  of business in the Borough of Manhattan,
The City of New York, and (a) which shall be a corporation  having a capital and
surplus  aggregating  at least  $1,000,000 on the date of its  appointment,  (b)
which shall be authorized  under such laws to exercise  corporate  trust powers,
and (c) which shall be subject to supervision or examination by Federal or State
authority.

         Any successor Trustee  appointed  hereunder shall execute an instrument
accepting such appointment  hereunder and shall deliver one counterpart  thereof
to the Company and one  counterpart  thereof to the retiring  Trustee.  Upon the
execution and delivery of such instrument of acceptance,  such successor Trustee
shall,  without any further act, deed or conveyance,  become vested with all the
estate,  properties,  rights,  powers and trusts of its predecessor in the trust
hereunder  with like effect as if originally  named as Trustee  herein;  but the
Trustee retiring shall, nevertheless, if and when requested in writing by either
the successor Trustee or by the Company,  and upon payment of its lawful charges
and  disbursements  then unpaid,  if any,  execute and deliver an  instrument or
instruments conveying and transferring to the successor trustee, upon the trusts
herein expressed,  all the estate,  properties,  rights, power and trusts of the
Trustee  so  retiring,  and shall  duly  assign,  transfer  and  deliver  to the
successor  Trustee so  appointed  in its place all property and money held by it
hereunder. Should any deed, conveyance or instrument in writing from the Company
be required by any successor Trustee for more fully and certainly vesting in and
confirming to it the said estates,  properties,  rights, powers and trusts, then
any and all such deeds, conveyances and instruments in writing shall, on request
of such successor Trustee, be made, executed,  acknowledged and delivered by the
Company.

         Section  14.08.  Merger of  Trustee.  Any  corporation  into  which the
Trustee  hereunder  may be merged or with  which it may be  consolidated  or any
corporation  resulting  from any merger or  consolidation  to which the  Trustee
shall be a party,  or any corporation  which shall  otherwise  become the lawful
successor  to  the  assets  and  business  of  the  Trustee  as an  entirety  or
substantially  as an entirety,  shall be the successor of the Trustee  hereunder
without the execution or filing of any instrument or any further act on the part
of any  of  the  parties  hereto,  anything  herein  contained  to the  contrary
notwithstanding,  provided such corporation shall be a corporation organized and
doing business under the laws of the State of New York, or under the laws of the
United States of America,  having its principal  office for the  transaction  of
business  in the  Borough  of  Manhattan,  The City of New  York,  and  shall be
authorized  under  such laws to  exercise  corporate  trust  powers and shall be
subject to supervision  or  examination by Federal or State  authority and shall
have a combined capital and surplus of at least $1,000,000.

         Section  14.09.  Appointment of  Co-Trustee.  At any time or times,  in
order to conform to any legal  requirements,  the Trustee and the Company  shall
have power to appoint,  and upon request of the Trustee,  the Company shall join
with the  Trustee in the  execution  and  delivery  of all  instruments  and the
performance of all acts necessary or proper to appoint, another trust company or
bank  or  one  or  more  persons,  approved  by the  Trustee,  either  to act as
co-trustee or  co-trustees  of all or any part of the trust estate  jointly with
the  Trustee,  or to act as  substitute  trustee or  trustees of any part of the
same, and in any case with all such of the powers, rights,  duties,  obligations
and immunities hereby conferred or imposed on the Trustee, and for such term, if
any  limitation  is placed  thereon,  as may be specified in the  instrument  of
appointment,  the same to be exercised  jointly with the Trustee,  except to the
extent that under any law of any  jurisdiction  in which any  particular  act or
acts are to be performed  the Trustee shall be  incompetent  or  unqualified  to
perform  such act or acts,  in which  event  such  rights,  powers,  duties  and
obligations  shall be exercised and performed by such  co-trustee or co-trustees
or  substitute  trustee or  trustees;  and,  if an event of  default  shall have
happened and shall not have been  remedied or if the Company  shall fail to join
with the Trustee in any such appointment  within five days after being requested
by the Trustee so to do, the Trustee shall have power, without any action on the
part of the  Company  and without the  necessity  of the  execution  of any such
instrument  of  appointment  by the  Company,  to  appoint  such  co-trustee  or
co-trustees or substitute  trustee or trustees as aforesaid,  and to execute all
instruments  and perform all acts  necessary or  convenient  and proper for such
purpose.  The  Trustee may  receive  the  opinion of any  counsel  selected  and
approved  by it as  to  the  necessity  or  propriety  of  appointing  any  such
co-trustee  or  substitute  trustee  and as to the form and  effect  of any such
instrument to be executed or any act to be taken to effect such  appointment and
as to  any  other  matter  arising  under  this  Section,  and,  subject  to the
provisions of Section  14.02,  such opinion shall be full  protection to Trustee
for any action taken or omitted to be taken by it pursuant thereto.

         Section 14.10.  Notice. Any notice to or demand upon the Trustee may be
served or presented,  and such demand shall be made, at the principal  office of
the  Trustee.  Any notice to or demand upon the Company  shall be deemed to have
been  sufficiently  given or  served  by the  Trustee  on the  Company,  for all
purposes, by being sent by overnight delivery service addressed as follows:

                             BLACK HILLS CORPORATION
                                625 Ninth Street
                              Rapid City, SD 57701

or addressed to the Company at such other  address as may be filed in writing by
the Company with the Trustee.

                                 ARTICLE FIFTEEN

                                   DEFEASANCE

         Section 15.01. Conditions to Discharge Restated Indenture.  The Trustee
shall forthwith cause  satisfaction and discharge of this Restated  Indenture to
be entered upon the record at the cost and charge of the  Company,  upon receipt
by and deposit with the Trustee of the following:

                  A. A RESOLUTION OF THE BOARD, requesting the satisfaction and
         discharge of the Restated Indenture.

                  B. CASH, in trust, at or before maturity, sufficient under the
         provisions of Section 1.05, among other provisions hereof, to discharge
         the entire indebtedness on all Bonds outstanding hereunder or to redeem
         all such  Bonds  outstanding  hereunder  or to redeem  all such  Bonds,
         provided,  however,  that in lieu of all or any part of such cash,  the
         Company  shall  have  the  right to  deliver  to and  deposit  with the
         Trustee:

                           (1) BONDS outstanding hereunder,  for cancellation by
                  the Trustee, such Bonds to be deemed to be paid and retired.

                  C.  A  WRITTEN   ORDER  OF  THE   COMPANY,   expressed  to  be
         irrevocable,  authorizing  the Trustee to give notice of  redemption of
         the Bonds,  if any, to be redeemed as  aforesaid,  in  compliance  with
         Section 10.03,  or proof  satisfactory  to the Trustee that said notice
         has been given.

                  D. CASH, sufficient to pay all other sums payable hereunder by
         the Company (except in respect of the refund or reimbursement of taxes,
         assessments  or other  governmental  charges,  for which the holders of
         Bonds shall look only to the Company).

                  E. A CERTIFICATE OF THE COMPANY, complying with the provisions
         of Section 1.02,  stating that the cash and/or Bonds, if any, deposited
         with the Trustee  pursuant to Paragraph B of this Section 15.01 and the
         cash,  if any,  deposited  with the Trustee  pursuant to Paragraph D of
         this Section 15.01 are  sufficient to comply with the  requirements  of
         the  respective  Paragraphs  and that all  conditions  precedent  which
         relate to the  satisfaction  and discharge of this  Restated  Indenture
         have been complied with.

                  F. AN OPINION OF COUNSEL,  complying  with the  provisions  of
         Section 1.02, stating that all conditions precedent which relate to the
         satisfaction  and  discharge  of  this  Restated  Indenture  have  been
         complied with, and that the resolutions,  cash, Bonds, certificates and
         other  instruments  which have been or are  therewith  delivered to the
         Trustee  conform to the  requirements  of this  Restated  Indenture and
         constitute  sufficient  authority under this Restated Indenture for the
         Trustee to satisfy and discharge the Restated Indenture, and that, upon
         the basis thereof,  the Trustee may lawfully  satisfy and discharge the
         Indenture.

         The Company may at any time  surrender to the Trustee for  cancellation
by it any Bonds  previously  authenticated  and  delivered  hereunder  which the
Company may have acquired in any manner  whatsoever,  and such Bonds,  upon such
surrender and cancellation, shall be deemed to be paid and retired.

         Section 15.02. Discharge of Restated Indenture.  Upon compliance by the
Company with the  provisions of Section 15.01 these presents and the estates and
rights hereby granted shall cease,  determine and be void, and the Trustee shall
forthwith  cause  satisfaction  and discharge of this  Restated  Indenture to be
entered upon the record at the cost and expense of the Company and shall execute
and deliver such  instruments  of  satisfaction  as may be  necessary  and shall
deliver and pay to or upon the Written Order of the Company all securities, cash
(except cash  deposited  under Section 15.01 and other cash held for the payment
or  redemption  of Bonds)  and other  personal  property  held by it under  this
Restated Indenture.

                                 ARTICLE SIXTEEN

                             SUPPLEMENTAL INDENTURES

         Section 16.01.  Modification of Restated Indenture Through Supplemental
Indentures.  Without any consent or other  action of  Bondholders,  the Company,
when authorized by a Resolution of the Board, and the Trustee, from time to time
and at any  time,  subject  to  the  restrictions  in  this  Restated  Indenture
contained,  may, and when so required by this Restated  Indenture,  shall, enter
into  such  indentures  supplemental  hereto  as may or shall by them be  deemed
necessary or desirable, for one or more of the following purposes:

                  A. To correct the  description of any property  hereby
         conveyed or pledged or intended so to be, or to assign, convey,
         mortgage, pledge, transfer and set over unto the Trustee, additional
         property of the Company;

                  B. To add to the conditions,  limitations and  restrictions on
         the  authentication  and  delivery  of, and on the  authorized  amount,
         terms,  provisions  and  purposes  of issue of,  Bonds or any series of
         Bonds,  as  herein  set  forth,   other  conditions,   limitations  and
         restrictions thereafter to be observed;

                  C. To add to the  covenants  and  agreements of the Company in
         this  Restated  Indenture  contained  other  covenants  and  agreements
         thereafter to be observed by the Company, and/or to surrender any right
         or power herein reserved to or conferred upon the Company;

                  D. To provide for the  creation of any series of Bonds  (other
         than  Existing  Bonds),  designating  the  series  to  be  created  and
         specifying  the form and  provisions  of the  Bonds of such  series  as
         hereinbefore provided or permitted;

                  E. To provide a sinking,  amortization,  improvement  or other
         analogous fund for the benefit of all or any of the Bonds or any one or
         more  series,  of such  character  and of such  amount  (subject to the
         provisions of Section 2.04) and upon such terms and conditions as shall
         be contained in such supplemental indenture;

                  F. To provide  the terms and  conditions  of the  exchange  of
         Bonds of one series for Bonds of  another  or other  series,  or of the
         exchange  of Bonds of one  denomination  or kind for  Bonds of  another
         denomination or kind, of the same series;

                  G. To provide  that the  principal  of the Bonds of any series
         may be converted at the option of the holders into capital stock, bonds
         and/or  other  securities,   and  the  terms  and  conditions  of  such
         conversion;

                  H. To change,  alter,  modify,  vary or  eliminate  any of the
         terms,   provisions,   restrictions  or  conditions  of  this  Restated
         Indenture  except as  otherwise  in this  Section  provided;  provided,
         however, that any such changes, alterations,  modifications, variations
         or  eliminations  made in a  supplemental  indenture  pursuant  to this
         Paragraph  (unless said  supplemental  indenture is made in  compliance
         with  Section  17.09) shall be  expressly  stated in such  supplemental
         indenture to become, and shall become, effective only when there are no
         Bonds  outstanding of any series  authenticated  and delivered prior to
         the execution of such supplemental  indenture;  provided further,  that
         such  supplemental  indenture shall be specifically  referred to in the
         text of all Bonds of any series  authenticated  and delivered after the
         execution of such supplemental  indenture;  provided further,  that the
         Trustee may, in its uncontrolled discretion,  decline to enter into any
         such  supplemental  indenture  which,  in its  opinion,  may not afford
         adequate   protection  to  the  Trustee  when  the  same  shall  become
         operative;

                  I. For any other  purpose not  inconsistent  with the terms of
         this Restated  Indenture and which shall not impair the security of the
         same,  or for  the  purpose  of  curing  any  ambiguity  or of  curing,
         correcting or  supplementing  any defective or inconsistent  provisions
         contained herein or in any supplemental indenture;

                  J.  To provide for the procedures  required to permit the
         Company to utilize,  at its option, a  noncertificated system of
         registration for all or any series of the Bonds; and/or

                  K.  To  enter  into a  restatement  of the  Indenture  without
         material  modifications  and  including  all  amendments  contained  in
         supplements  that  remain  in  effect,  with  authority  to  reorganize
         material,  renumber and letter,  include reference  headings and remove
         language  no longer  applicable  and  clarify  any  ambiguities  in the
         Indenture as amended.

         No  such  Supplemental  Indenture  shall  eliminate,  nor  contain  any
provision in contravention of, any provision of this Restated Indenture required
to be included herein by any provision of Sections 310 to 317, inclusive, of the
Trust  Indenture  Act of 1939,  insofar as such  provision  affects the Existing
Bonds or any other  series of Bonds to which the  provisions  of this  paragraph
have been made applicable by specific  provision of the  Supplemental  Indenture
creating them.

         Section 16.02.  Authority of Trustee. The Trustee is authorized to join
with the Company in the execution of any such  supplemental  indenture,  to make
the further agreements and stipulations  which may be therein contained,  and to
accept the conveyance,  transfer and assignment of any property thereunder.  Any
supplemental indenture executed in accordance with any of the provisions of this
Article shall  thereafter  form a part of this Restated  Indenture;  and all the
terms and  conditions  contained  in any such  supplemental  indenture as to any
provision  authorized to be contained  therein shall be and be deemed to be part
of the terms and conditions of this Restated Indenture for any and all purposes,
and, if deemed  necessary  or  desirable  by the  Trustee,  any of such terms or
conditions may be set forth in reasonable  and customary  manner in the Bonds of
the series to which such  supplemental  indenture  shall  apply.  In case of the
execution and delivery of any supplemental  indenture,  express reference may be
made thereto in the text of the Bonds of any series  authenticated and delivered
thereafter, if deemed necessary or desirable by the Trustee.

         Section 16.03.  Trustee's  Discretion.  In each and every case provided
for in this Article, the Trustee shall be entitled to exercise its discretion in
determining whether or not any proposed supplemental  indenture,  or any term or
provision therein contained, is proper or desirable, having in view the purposes
of such instrument, the needs of the Company, and the rights and interest of the
Bondholders,  and the Trustee shall, subject to the provisions of Section 14.02,
be under no  responsibility  or liability to the Company or to any Bondholder or
to anyone  whomsoever,  for any act or thing which it may do or decline to do in
good faith,  subject to the provisions of this Article,  in the exercise of such
discretion.  Subject to the  provisions of Section  14.02,  the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel,  complying with the provisions of Section 1.02, as conclusive  evidence
that any such  supplemental  indenture  complies  with  the  provisions  of this
Restated Indenture,  and that it is proper for the Trustee, under the provisions
of this Article, to join in the execution of such supplemental indenture.

                                ARTICLE SEVENTEEN

                             MEETING OF BONDHOLDERS

         Section  17.01.  Modification  of Restated  Indenture  by  Bondholders.
Modifications and alterations of this Restated Indenture and/or of any indenture
supplemental  hereto and/or of the rights and  obligations of the Company and/or
of the holders of outstanding  Bonds issued hereunder may be made as provided in
Sections 17.02 to 17.11, inclusive.

         Sections 17.02. Calling Meetings of Bondholders and Notice. The Trustee
may at any time call a meeting of the Bondholders affected by the business to be
submitted to the meeting and it shall call such a meeting on the Written Request
of the Company,  given pursuant to a Resolution of the Board,  or on the written
request of the  holders of not less than a majority in  principal  amount of the
Bonds affected by the business to be submitted to the meeting and outstanding at
the time of such  request.  In the event the  trustee  shall fail for 10 days to
call a  meeting,  after  being  thereunto  requested  by  the  company  or  such
Bondholders  as aforesaid,  the holders of not less than a majority in principal
amount of the Bonds affected by the business to be submitted to the meeting,  or
the Company pursuant to a Resolution of the Board, may call such meeting.  Every
such meeting shall be held in the Borough of Manhattan, The City of New York, or
such other place as the Company,  with the written  consent of the Trustee,  may
appoint.  In the case of every such meeting called by the Trustee written notice
thereof, stating the place and time thereof and in general terms the business to
be  submitted,  shall be mailed by the Trustee not less than 30 days before such
meeting to each registered  holder of outstanding Bonds affected by the business
to be submitted to the meeting, addressed to him at his address appearing on the
Bond  register of the Company,  (b) to each other holder of any Bond affected by
the business to be submitted  to the meeting  whose name and address  appears in
the  information  preserved  at the time by the  Trustee as  provided in Section
9.17, and (c) to the Company, and shall be published by the Trustee once in each
of the four successive  calendar weeks  immediately  preceding the week in which
the meeting is to be held, in at least one  Authorized  Newspaper in the Borough
of Manhattan,  The City of New York (such publication to be made upon any day of
the week and in any such  newspaper,  but the  publication in the first calendar
week to be made  not  less  than 28 days  prior  to the  date of such  meeting);
provided, however, that the mailing of such notice to any Bondholder affected by
the business to be  submitted  to the  meeting,  shall in no case be a condition
precedent to the holding of such  meeting,  and neither  failure so to mail such
notice to any such holder or holders nor any defect in such notice  shall affect
the validity of the proceedings taken at such meeting. If such meeting is called
by the Company or  Bondholders  affected by the  business to be submitted to the
meeting,  notice of such meeting shall be sufficient for all purposes  hereof if
given by newspaper  publication as aforesaid,  stating the place and time of the
meeting  and in general  terms the  business  to be  transacted.  Any meeting of
Bondholders,  including any adjourned meeting,  shall be valid without notice if
the holders of all outstanding Bonds affected by the business to be submitted to
the meeting are present in person or by proxy and if the Company and the Trustee
are  present  by duly  authorized  representatives,  or if  notice  is waived in
writing  before  or  after  the  meeting  by the  Company,  the  holders  of all
outstanding Bonds affected by the business to be submitted to the meeting, or by
such as are not present in person or by proxy, and by the Trustee.

         Section 17.03.  Qualifications  of  Bondholders  to Vote.  Officers and
nominees of the  Company  may attend  such  meeting but shall not be entitled to
vote  thereat.  Officers and nominees of the Trustee may attend such meeting and
may vote thereat Bonds held by them in their  individual  or any other  capacity
but not Bonds held by the Trustee as such  hereunder.  Attendance by Bondholders
may be in person or by proxy.  In order  that the  holders  of Bonds  payable to
bearer and their proxies may attend and vote without  producing their Bonds, the
Trustee,  with respect to any such meeting  called by the Trustee,  may make and
from time to time vary such regulations as it shall think fit for the deposit of
Bonds with or the exhibition of Bonds to any banks,  bankers or trust companies,
and for the issue,  to the persons  depositing  or  exhibiting  such  Bonds,  of
certificates  by such  depositaries  entitling the holders thereof to be present
and vote at any such meeting and to appoint  proxies to represent  them and vote
for them at any such  meeting in the same way as if the  persons so present  and
voting,  either  personally or by proxy, were the actual bearers of the Bonds in
respect of which such certificates shall have been issued,  notwithstanding  any
transfer of such Bonds subsequent to the issuance of such certificates,  and any
regulations so made shall be binding and effective.  Each such certificate shall
state the date on which the Bond or bonds in respect  of which such  certificate
was issued  were  deposited  with or  exhibited  to such  bank,  banker or trust
company and the series,  maturities and serial  numbers of such Bonds.  Any such
certificate which does not require such Bond or Bonds to be deposited and remain
on deposit until after the meeting or until surrender of such certificate, shall
either  (a) recite  that the Bond or Bonds in respect of which such  certificate
was issued have been  endorsed by any such bank,  banker or trust company with a
notation as to the issuance of such  certificate (and all such Bonds shall be so
endorsed  and no Bond so  endorsed  may be voted at the  meeting  except  by the
holder of the certificate or the duly authorized  proxy of such holder),  or (b)
shall entitle the holder thereof or his proxy to vote at any meeting only if the
Bond or Bonds in respect of which it was issued are not  produced at the time of
the meeting by any person and are not at the time of the meeting  registered  in
the name of any person.  In the event that two or more such  certificates of the
kind referred to in (b) above shall be issued with respect to the same Bond, the
certificate  bearing  the  latest  date  shall be  recognized  and be  deemed to
supersede any such certificate or certificates  previously  issued in respect of
such Bond. If any such meeting shall have been called by Bondholders affected by
the business to be submitted to the meeting, or by the Company as aforesaid upon
failure of the  Trustee to call the same after  having been so  requested  to do
under the  provisions  of Section  17.02,  regulations  to like  effect for such
deposit  of  Bonds  with,  or  such  exhibition  of  Bonds  to,  and  issues  of
certificates  by,  any bank or trust  company  organized  under  the laws of the
United States of American or of any State thereof,  having a capital of not less
than $250,000,  shall be similarly binding and effective for all purposes hereof
if adopted or approved by the Bondholders  calling such meeting, or by the Board
of  Directors  of the  Company if such  meeting  shall  have been  called by the
Company,  provided that in either such case copies of such regulations  shall be
filed with the Trustee.  Modifications of any such regulations,  whether made by
the Trustee, the Company or the Bondholders, shall not be made during the period
from the date of first  publication  of notice of any such  meeting to the final
adjournment thereof.

         Section  17.04.  Proxy  Voting  Allowed.  Subject  to the  restrictions
specified in Sections  17.03 and 17.07,  any  registered  holder of  outstanding
Bonds affected by the business to be submitted to the meeting, and any holder of
a certificate  provided for in Section 17.03 for bonds  affected by the business
to be  submitted,  shall be entitled in person or by proxy to attend and vote at
such meeting as holder of the Bonds  registered or certified in the name of such
holder,  without  producing such Bonds.  all others seeking to attend or vote at
such  meeting  in  person or by  proxy,  must,  if  required  by any  authorized
representative of the Trustee or the Company or by any other bondholder entitled
to vote at such meeting, produce the Bonds claimed to be owned or represented at
such  meeting,  and  everyone  seeking to attend or vote  shall,  if required as
aforesaid,  produce such further proof of Bond ownership or personal identity as
shall be satisfactory to the authorized  representative  of the Trustee,  or, if
none be present,  then to the  Inspectors  of Votes  hereinafter  provided  for.
Proxies   shall  be   acknowledged   before  an  officer   authorized   to  take
acknowledgments  of  instruments to be recorded in the  jurisdiction  where such
acknowledgment  is taken,  and all proxies  and  certificates  presented  at any
meeting  shall be  delivered  to said  Inspectors  of Votes and  filed  with the
Trustee.

         Section  17.05.  Conduct of Meeting.  Persons named by the Trustee,  if
represented  at the  meeting,  shall act as temporary  Chairman  and  Secretary,
respectively  of the meeting,  but if the Trustee  shall not be  represented  or
shall fail to nominate  such persons or if any person so nominated  shall not be
present,  the  Bondholders  and proxies present and entitled to vote shall, by a
majority vote, irrespective of the amount of their holdings, elect other persons
from those present to fill such vacancy or vacancies. A permanent Chairman and a
permanent  Secretary of such meeting  shall be elected from those present by the
Bondholders  and  proxies  present  and  entitled  to vote,  by a majority  vote
irrespective of the amount of their holdings. The Trustee, if represented at the
meeting, shall appoint two Inspectors of Votes who shall count all votes cast at
such  meeting,  except votes on the election of a Chairman and  Secretary,  both
temporary  and  permanent,  as  aforesaid,  and who shall make and file with the
permanent Secretary of the meeting their verified written report in duplicate of
all such votes so cast at said meeting.  If the Trustee shall not be represented
at the meeting or shall fail to nominate  such  Inspectors of Votes or if either
Inspector of Votes fails to attend the meeting,  the vacancy  shall be filled by
appointment by the permanent Chairman of the meeting.

         Section  17.06.  Quorum for Meeting.  Subject to the provisions of this
Section and Section 17.10, the persons entitled to vote with respect to not less
than  66_% in  principal  amount of the Bonds  outstanding  hereunder  when such
meeting is held must be  present at such  meeting in person or by proxy in order
to  constitute a quorum for the  transaction  of  business,  less than a quorum,
however,  having power to adjourn;  provided,  however, that in case one or more
series of Bonds outstanding under this Restated Indenture,  but less than all of
the series of Bonds outstanding, are affected thereby, then the persons entitled
to vote with respect to not less than 66_% in  principal  amount of the Bonds of
each series affected  thereby shall also be present to constitute a quorum.  The
determination  of the  Trustee  as to which  series of Bonds are to be  affected
shall be conclusive. If such meeting is adjourned by less than a quorum for more
than 30 days,  notice  thereof shall  forthwith be mailed by the Trustee if such
meeting shall have been called by it (a) to the Company,  (b) to each registered
holder of outstanding Bonds entitled to notice,  addressed to him at his address
appearing  on the Bond  register of the  Company,  and (c) to each holder of any
such Bond payable to bearer who shall have filed with the Trustee an address for
notices,  addressed to him at such address, or whose name and address appears in
the  information  preserved  at the time by the  Trustee as  provided in Section
9.17,  and  shall be  published  at least  once in each  30-day  period  of such
adjournment in one Authorized Newspaper in the Borough of Manhattan, The City of
New  York  (upon  any day of the  week  and in any  such  newspaper);  provided,
however,  that the  mailing of such  notice to any  Bondholder  affected  by the
business  to be  considered  at such  adjourned  meeting  shall  in no case be a
condition  precedent to the holding of such meeting,  and neither  failure so to
mail such  notice to any such  holder or holders  nor any defect in such  notice
shall  affect the validity of the  proceedings  taken at such  meeting.  If such
meeting  shall  have been  called by  Bondholders  or by the  Company  after the
failure  of the  Trustee  to all the  same  after  being  requested  so to do in
accordance  with the  provisions of Section  17.02,  notice of such  adjournment
shall be published by the permanent Chairman and the permanent  Secretary of the
meeting in the newspaper  and for the number of times  specified in this Section
and shall be sufficient if so published.

         Section 17.07. Vote Required. Subject to the provisions of this Section
and of Sections 17.06 and 17.10, any modification or alteration of this Restated
Indenture and/or of any indenture  supplemental  hereto and/or of the rights and
obligations  of the Company  and/or of the holders of Bonds issued  hereunder in
any particular (including, without limitation, waiver of a default in compliance
with  provisions  of  this  Restated  Indenture  or  of  any  such  supplemental
indenture)  may be made at a meeting of  Bondholders  duly  convened and held in
accordance  with the  provisions  of this Article,  but only by resolution  duly
adopted by the affirmative  vote of the persons entitled to vote with respect to
at least 66_% in principal  amount of the Bonds then outstanding and entitled to
consent and of the persons  entitled to vote with  respect to not less than 66_%
in  principal  amount of the Bonds then  outstanding  and entitled to consent of
each  series  affected  in case one or more but less  than all of the  series of
Bonds issued under this  Restated  Indenture  are to be affected,  or adopted as
provided  in  Section  18.11,  and  approved  by a  Resolution  of the  Board as
hereinafter  specified;   provided,   however,  that  so  such  modification  or
alteration shall

                  (A)  postpone  the date  fixed  herein or in the Bonds for the
         payment of the  principal  of, or any  installment  of interest on, the
         Bonds,

                  (B) reduce the principal of, or the rate of interest payable
         on, the Bonds, or

                  (C) reduce the  percentage  of the  principal  amount of Bonds
         required for the  authorization of any such modification or alteration,
         or

                  (D) modify,  without the written  consent of the Trustee,  the
         rights, duties or immunities of the Trustee.

         For all purposes of this  Article,  the Trustee  shall,  subject to the
provisions of Section 14.02, be entitled to rely upon an Opinion of Counsel with
respect to the  extent,  if any, as to which any action to be  submitted  to, or
taken at, such meeting affects the rights under this Restated Indenture or under
any  indenture  supplemental  hereto of any  holders of Bonds of any series then
outstanding hereunder.

         No  such  Supplemental  Indenture  shall  eliminate,  nor  contain  any
provision in contravention of, any provision of this Restated Indenture required
to be included herein by any provision of Sections 310 to 317, inclusive, of the
Trust  Indenture  Act of 1939,  insofar as such  provision  affects the Existing
Bonds,  or any other series of Bonds to which the  provisions of this  paragraph
have been made applicable by specific  provision of the  Supplemental  Indenture
creating them.

         Section 17.08.  Records of Meetings and Notices.  A record in duplicate
of the  proceedings  of each  meeting of  Bondholders  shall be  prepared by the
permanent  Secretary of the meeting and shall have attached thereto the original
reports of the Inspectors of Votes, and affidavits by one or more persons having
knowledge  of the facts,  showing a copy of the notice of the meeting and a copy
of the notice of  adjournment  thereof,  if  required  under the  provisions  of
Section  17.06,  and showing  that said  notices  were mailed and  published  as
provided in Section 17.02,  and, in a proper case, as provided in Section 17.06.
Such record  shall be signed and  verified by the  affidavits  of the  permanent
Chairman and the permanent  Secretary of the meeting,  and one duplicate thereof
shall be delivered to the Company and the other to the Trustee for  preservation
by the Trustee.  Any record so signed and verified shall be proof of the matters
therein  stated until the  contrary is proved,  and if such record shall also be
signed and verified by the affidavit of a duly authorized  representative of the
Trustee,  such meeting shall be deemed  conclusively  to have been duly convened
and held and such record shall be  conclusive,  and any resolution or proceeding
stated  in  such  record  to  have  been  adopted  or  taken,  shall  be  deemed
conclusively to have been duly adopted or taken by such meeting.  A true copy of
any  resolution  adopted by such meeting  shall be mailed by the Trustee to each
registered  holder  of  outstanding  Bonds  entitled  to vote  at  such  meeting
addressed to him at his address  appearing  on the Bond  register of the Company
and to each other holder of any such Bond whose name and address  appears in the
latest  information  furnished  to or  received  by the  trustee as  provided in
Section  9.17;  and proof of such mailing by the affidavit of some person having
knowledge  of the fact shall be filed with the Trustee,  but neither  failure to
mail copies of such  resolution  as  aforesaid,  nor any defect  therein,  shall
affect the validity  thereof.  No such  resolution  shall be binding  unless and
until such  resolution  is  approved by a  Resolution  of the Board filed by the
Company with the  Trustee,  but if such  Resolution  of the Board is adopted and
filed with the Trustee, the resolution so adopted at such meeting of Bondholders
shall be binding  upon the  Company,  the  Trustee  and the holders of all Bonds
issued hereunder,  at the expiration of 60 days after such filing, except in the
event of a final decree of a court of competent  jurisdiction setting aside such
resolution, or annulling the action taken thereby in a legal action or equitable
proceeding  for such purposes  commenced  within such 60-day  period;  provided,
however,  that no such  resolution of the Bondholders or of the Company shall in
any manner be so construed as to change or modify any of the rights,  immunities
or obligations of the Trustee  without its written  assent  thereto.  Nothing in
this Article  contained shall be deemed or construed to authorize or permit,  by
reason of any call of a meeting  of  Bondholders  or of any right  expressly  or
impliedly conferred hereunder to make such a call, any hindrance or delay in the
exercise of any right or rights  conferred upon or reserved to the Trustee or to
the Bondholders under any of the provisions of this Restated Indenture or of the
Bonds.

         Section  17.09.   Actions  Noted  on  Bonds.  Bonds  authenticated  and
delivered after the date of any Bondholders' meeting may bear a notation in form
approved  by the  Trustee  as to the action  taken at  meetings  of  Bondholders
theretofore  held, and, upon demand of the holder of any Bond outstanding at the
date of any such meeting and affected thereby and upon  presentation of his Bond
for the purpose at the principal office of the Trustee,  the Company shall cause
suitable  notation to be made on such Bond, by endorsement or otherwise,  of any
action taken at any meeting of Bondholders  theretofore  held. If the Company or
the Trustee shall so determine,  new Bonds so modified as, in the opinion of the
Trustee  and  the  Board  of  Directors  of the  company,  to  conform  to  such
Bondholders' resolution,  shall be executed,  authenticated and delivered,  and,
upon demand of the holders of any Bonds then  outstanding  and  affected by such
resolution,  shall be issued, without cost to such Bondholders,  in exchange for
such outstanding  Bonds upon surrender of such Bonds. The Company or the Trustee
may  require  Bonds  outstanding  to be  presented  for  notation or exchange as
aforesaid  if  either  shall  see fit to do so.  An  instrument  or  instruments
supplemental to this Restated Indenture embodying any modification or alteration
of this Restated Indenture or of any indenture  supplemental  hereto made at any
Bondholders' meeting and approved by Resolution of the Board, as aforesaid,  may
be executed by the Trustee and the Company,  and,  upon demand of the Trustee or
if so  specified in any  resolution  adopted by any such  Bondholders'  meeting,
shall be executed by the Company and the Trustee.  The Trustee shall, subject to
the provisions of Section 14.02,  be fully  protected in relying upon an Opinion
of Counsel as conclusive evidence that any such supplemental  indenture complies
with the  provisions  of this  Restated  Indenture and that it is proper for the
Trustee, under the provisions of this Article to join in the execution thereof.

         Section 17.10.  Nullification  of Article  Seventeen.  Anything in this
Article contained to the contrary notwithstanding,  the Company may at any time,
or from  time to time,  by  Resolution  of the  Board  filed  with the  Trustee,
stipulate  that,  from and after the date of the filing of such  Resolution with
the Trustee,  none of the  provisions  of this Article  shall be of any force or
effect whatever either with respect to (1) all Bonds  theretofore  authenticated
and  delivered by the Trustee  hereunder  and then  outstanding,  and/or (2) any
Bonds and/or all Bonds  thereafter  authenticated  and  delivered by the Trustee
hereunder,  and in any such event a supplemental indenture setting out in detail
the stipulations contained in such Resolution of the Board shall be made.

         Section  17.11.  Written  Consent in Lieu of Meeting.  Anything in this
Article contained to the contrary notwithstanding, the Trustee shall receive the
written  consent or consents of the holders of 66_% or more in principal  amount
of the Bonds then outstanding and entitled to consent and of the holders of 66_%
or more in  principal  amount of the Bonds  then  outstanding  and  entitled  to
consent  of each  series  affected  in case one or more but less than all of the
series of Bonds issued under this Restated Indenture are to be affected, in lieu
of the holding of a meeting pursuant to this Article Eighteen and in lieu of all
action at such a meeting.

         Section 17.12.  Trustee's Expenses.  The Company covenants to reimburse
the  Trustee for any expense  incurred  by it in the  performance  of its duties
under the provisions of this Article.

                                ARTICLE EIGHTEEN

                            MISCELLANEOUS PROVISIONS

         Section  18.01.  Binding on  Successors  and Assigns.  Whenever in this
Restated  Indenture  either of the parties  hereto is named or referred to, this
shall be deemed to include  (unless  the context  indicates  the  contrary)  the
successors  or assigns of such party,  and except as  expressly  provided to the
contrary all the covenants and agreements in this Restated  Indenture  contained
by or on behalf of the Company or by or on behalf of the Trustee  shall bind and
enure to the benefit of the  respective  successors and assigns of such parties,
whether so expressed or not.

         Section  18.02.  Rights  Limited to Company,  Bondholders  and Trustee.
Nothing in this Restated  Indenture,  expressed or implied, is intended or shall
be  construed to confer upon,  or to give to, any person or  corporation,  other
than the parties hereto and the holders of the Bonds outstanding hereunder,  any
right,  remedy,  or claim under or by reason of this  Restated  Indenture or any
covenant, condition or stipulation hereof; and all the covenants,  stipulations,
promises and agreements in this Restated Indenture  contained by or on behalf of
the Company shall be for the sole and exclusive  benefit of the parties  hereto,
and of the holders of the Bonds outstanding hereunder.

         Section 18.03.  Trust Indenture Act Controls.  If any provision of this
Restated  Indenture  limits,  qualifies,  or conflicts  with  another  provision
required to be included herein by any of Sections 310 to 317, inclusive,  of the
Trust  Indenture  Act of 1939,  as  amended,  the  provision  required  so to be
included shall control, and the Restated Indenture shall be deemed to be amended
accordingly.

         Section  18.04.  Headings.  The headings to Articles  and  Sections
are only for ease of reference  and are not to be asserted or used to interpret
this Restated Indenture.

         Section 18.05.  Complete Agreement.  This Restated Indenture completely
restates and amends the Indenture  without any  interruption  of the Lien of the
Indenture, which continues under the Restated Indenture against the Trust Estate
described herein.  This Restated  Indenture states the complete agreement of the
parties  hereto  without  any  reference  to  the  Original  Indenture  and  the
thirty-one supplemental indentures thereto.

         Section  18.06.  Receipt of Copy.  The  Company,  by the  execution
hereof,  acknowledges  that a true copy of this  Restated Indenture has been
delivered to and received by it.

         Section  18.07.  Executed in  Counterparts.  This Restated  Indenture
may be executed in several  counterparts,  all or any of which may be treated
for all purposes as one original and shall constitute and be one and the same
instrument.

         IN WITNESS  WHEREOF,  BLACK HILLS  CORPORATION has caused its corporate
name to be hereunto affixed,  and this instrument to be signed and sealed by its
President  or a  Vice-President,  and its  corporate  seal to be attested by its
Secretary  or an  Assistant  Secretary  for and in its  behalf,  and  THE  CHASE
MANHATTAN  BANK in evidence of its acceptance of the trust hereby  created,  has
caused its  corporate  name to be hereunto  affixed,  and this  instrument to be
signed and sealed by one of its Vice-Presidents or Assistant Vice-Presidents and
attested by its Secretary or an Assistant Secretary.

                                               BLACK HILLS CORPORATION

                                               By /s/ Gary R. Fish
Attest:

/s/ Roxann R. Basham
Secretary

Signed, sealed and delivered by
BLACK HILLS CORPORATION
in the presence of:

/s/ Rhonda R. Lingle
/s/ Lorna Zacher
- ----------------------------

                                                THE CHASE MANHATTAN BANK

                                                By /s/ Glenn McKeever
                                                   Vice-President
Attest:

Trust Officer

Signed, sealed and delivered by
THE CHASE MANHATTAN BANK
in the presence of:

/s/ William G. Keenan
- ----------------------------
/s/ N. Rodngnez
- ----------------------------

STATE OF NEW YORK

COUNTY OF NEW YORK

         On this 17th day of September,  1999,  before me, the undersigned
officer, personally appeared  Glenn G. McKeever who acknowledged himself
to be the Vice President of The Chase  Manhattan  Bank, a New York  corporation,
and that he, as such  Vice-President  being  authorized  so to do,  executed the
foregoing  instrument for the purposes therein  contained by signing the name of
the corporation by himself as Vice-President.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                    /s/ Emily Laye
                                    Notary Public
(SEAL)                              My commission expires: December 31, 1999

STATE OF SOUTH DAKOTA

COUNTY OF PENNINGTON

         On this 8th day of September, 1999, before me, the undersigned
officer,  personally  appeared Gary R. Fish, who acknowledged  himself to be the
President  and Chief  Operating  Officer of  Nonregulated  Energy Group of Black
Hills Corporation,  a corporation,  and that he, as such corporate officer being
authorized so to do, executed the foregoing  instrument for the purposes therein
contained by signing the name of the corporation by himself as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                         /s/ Barbara Rask
                                         Notary Public
(SEAL)                                   My commission expires:  July 25, 2005

                                                                 Exhibit 4.4

                     STATEMENT OF DESIGNATIONS, PREFERENCES
                       AND RELATIVE RIGHTS AND LIMITATIONS
                                       OF
                      NO PAR PREFERRED STOCK, SERIES 2000-A
                                       OF
                             BLACK HILLS CORPORATION
                               ------------------

                           Pursuant to Section 47-3-7
                        of the South Dakota Codified Laws
                               ------------------

         Black Hills Corporation, a corporation organized and existing under the
South Dakota  Codified Laws, does hereby certify that pursuant to the provisions
of Section  47-3-7 of the South Dakota  Codified Laws, and the provisions of its
Restated Articles of Incorporation, its Board of Directors, at a meeting held on
January 6, 2000, duly adopted the following resolution  establishing the rights,
preferences,  privileges and  restrictions  of a series of cumulative  preferred
stock,  having no par value, of the corporation which resolution remains in full
force and effect as of the date hereof:

         "WHEREAS,  the  Board of  Directors  of Black  Hills  Corporation  (the
"Corporation") is authorized,  within the limitations and restrictions stated in
its Restated Articles of Incorporation (the "Articles of Incorporation"), to fix
from time to time by resolution or resolutions  adopted prior to the issuance of
any shares of each particular  series of cumulative  preferred stock,  having no
par value (the "No Par Preferred Stock"), the distinctive serial designations of
such  series,  the  consideration  for the No Par  Preferred  Stock,  the annual
dividend rate for the particular series, the redemption prices per share for the
particular  series and such other  characteristics  of, and any  restrictive  or
other  provisions  (including  the right to convert  shares of such  series into
shares  of common  stock of the  Corporation)  relating  to,  the  shares of the
particular series, not inconsistent with the provisions of Article Second of the
Articles of Incorporation applicable to all series; and

         WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to its  authority as  aforesaid,  to  authorize  the  issuance,  and to
designate and fix the terms of a series of No Par Preferred Stock and the number
of shares constituting such series;

         NOW,  THEREFORE,  BE IT  RESOLVED,  that  pursuant  to Article  Second,
Subdivision  (K) of the Articles of  Incorporation,  there is hereby  authorized
such  series of No Par  Preferred  Stock on the  terms  and with the  provisions
herein set forth:

     1.   Certain Definitions.

     Unless the context otherwise requires,  the terms defined in this Section 1
shall have, for all purposes of this  resolution,  the meanings  specified (with
terms  defined  in the  singular  having  comparable  meanings  when used in the
plural).  Capitalized  terms used herein which are not  otherwise  defined shall
have the meanings ascribed thereto in the Articles of Incorporation.

     Automatic Conversion Date. The term "Automatic  Conversion Date" shall have
the meaning set forth in Section 8(a)(ii) below.

     Common  Stock.  The term "Common  Stock" shall mean the common  stock,  par
value $1.00 per share, of the Corporation.

     Common Stock Dividend Payment Date. The term "Common Stock Dividend Payment
Date" shall have the meaning set forth in Section 4(a) below.

     Conversion  Date.  The term  "Conversion  Date"  shall have the meaning set
forth in Section 8(c) below.

     Conversion  Price. The term  "Conversion  Price" shall have the meaning set
forth in Section 8(d) below.

     Convertible  Securities.  The term "Convertible  Securities" shall have the
meaning set forth in Section 8(e)(iii) below.

     Current  Market  Price.  The term  "Current  Market  Price"  shall mean the
current market price of the Common Stock as computed in accordance  with Section
8(e)(xi) below.

     Initial Issue Date.  The term "Initial Issue Date" shall mean the date that
shares  of No Par  Preferred  Stock,  Series  2000-A  are  first  issued  by the
Corporation.

     Liquidation. The term "Liquidation" shall mean any liquidation, dissolution
or  winding  up  of  the  affairs  of  the  Corporation,  whether  voluntary  or
involuntary;  provided,  that neither the  voluntary  sale,  conveyance,  lease,
exchange  or  transfer  (for  cash,   shares  of  stock,   securities  or  other
consideration)  of all or  substantially  all of the  property  or assets of the
Corporation, nor the consolidation or merger of the Corporation with one or more
other entities, shall, by itself, be deemed a Liquidation.

     Liquidation  Preference  Amount.  The term "Liquidation  Preference Amount"
shall  mean  an  amount  equal  to the sum of (i)  $1,000  per  share  of No Par
Preferred  Stock,  Series  2000-A,  plus (ii) all accrued  and unpaid  dividends
thereon calculated in accordance with Sections 4(a) and 4(b) hereof.

     No Par Preferred  Stock,  Series 2000-A.  The term "No Par Preferred Stock,
Series  2000-A",  shall mean the  series of No Par  Preferred  Stock  authorized
hereby.

     Person.  The term  "Person"  shall  mean an  individual  or a  corporation,
limited  liability  company,   partnership,   trust,  or  any  other  entity  or
organization,  including a government or political  subdivision  or an agency or
instrumentality thereof.

     Post-Redemption  Record Date. The term "Post-Redemption  Record Date" shall
have the meaning set forth in Section 5(a) below.

     Preferred  Dividend.  The term "Preferred  Dividend" shall have the meaning
set forth in Section 4(a) below.

     Preferred Dividend Payment Date. The term "Preferred Dividend Payment Date"
shall have the meaning set forth in Section 4(a) below.

     Preferred Dividend Rate. The term "Preferred  Dividend Rate" shall have the
meaning set forth in Section 4(a) below.

     Preferred Quarterly Dividend Period. The term "Preferred Quarterly Dividend
Period" shall have the meaning set forth in Section 4(a) below.

     Pre-Redemption  Record Date.  The term  "Pre-Redemption  Record Date" shall
have the meaning set forth in Section 5(a) below.

     Quoted Price.  The term "Quoted  Price" shall have the meaning set forth in
Section 8(e)(xi) below.

     Redeemed  Shares.  The term  "Redeemed  Shares"  shall have the meaning set
forth in Section 5(a) below.

     Redemption  Date.  The term  "Redemption  Date"  shall have the meaning set
forth in Section 5(a) below.

     Redemption  Notice Date. The term  "Redemption  Notice Date" shall mean the
date of  delivery by the  Corporation  of a notice of  redemption  of the No Par
Preferred  Stock,  Series 2000-A in accordance  with  Subsection  (B) of Article
Second of the Articles of Incorporation.

     Redemption  Price. The term  "Redemption  Price" shall have the meaning set
forth in Section 5(a) below.

     Trading Days.  The term "Trading  Days" shall have the meaning set forth in
Section 8(e)(xi) below.

     2.   Designation.

     The series of No Par Preferred Stock authorized  hereby shall be designated
as  the  "No  Par  Preferred  Stock,   Series  2000-A."  The  number  of  shares
constituting  such series shall  initially be  Twenty-One  Thousand Five Hundred
(21,500). The No Par Preferred Stock, Series 2000-A, shall have no par value.

     3.   Consideration.

     The consideration  for the No Par Preferred Stock,  Series 2000-A shall for
all purposes be deemed to be $1,000 per share.

     4.   Dividends.

     (a) The  holders of the shares of No Par  Preferred  Stock,  Series  2000-A
shall be entitled to receive  cumulative  quarterly cash dividends at a dividend
rate equal to 1% per annum per share (the "Preferred Dividend Rate") computed on
the basis of $1,000 per share, when and as declared by the Board of Directors of
the Corporation or a duly  authorized  committee  thereof,  out of funds legally
available  for the payment of  dividends;  in preference to and in priority over
any dividends upon Common Stock (the "Preferred  Dividend").  Quarterly dividend
periods  (each a  "Preferred  Quarterly  Dividend  Period")  shall  commence  on
February 28, May 31,  August 31, and November 30, in each year,  except that the
first Preferred Quarterly Dividend Period shall commence on the date of issuance
of the No Par  Preferred  Stock,  Series 2000-A and shall end on and include the
day immediately preceding the first day of the next Preferred Quarterly Dividend
Period.  Dividends on the shares of No Par Preferred Stock,  Series 2000-A shall
be payable in arrears  on March 1, June 1,  September  1 and  December 1 of each
year (each, a "Preferred  Dividend Payment Date"),  commencing March 1, 2000 [or
June 1 in the event Closing  occurs after March 1]. Each such dividend  shall be
paid to the holders of record of the No Par  Preferred  Stock,  Series 2000-A as
they shall appear on the stock register of the  Corporation on such record date,
not exceeding 45 days nor less than 10 days preceding  such  Preferred  Dividend
Payment Date, as shall be fixed by the Board of Directors of the  Corporation or
a duly  authorized  committee  thereof.  If any  date on which  dividends  would
otherwise  be  payable  is  a  Saturday,  Sunday  or  a  day  on  which  banking
institutions  in the State of South Dakota are authorized or obligated by law or
executive  order to close,  then the  dividends  otherwise  payable on such date
shall instead be payable on the next succeeding business day. In addition to the
Preferred  Dividend,  the holders of record of No Par  Preferred  Stock,  Series
2000-A,  shall be  entitled  to  receive,  when and as  declared by the Board of
Directors or a duly authorized  committee thereof out of funds legally available
therefor,  dividends (cash or otherwise) in an amount equal to the amount of any
dividend  declared  (other than a dividend  declared under a stockholder  rights
plan or in connection  with the  implementation  of a stockholders  rights plan)
payable with respect to the Common Stock  multiplied  by the number of shares of
Common Stock into which each share of No Par Preferred  Stock,  Series 2000-A is
convertible  pursuant to Section 8 hereof (it being  assumed  for such  purposes
that all conditions to conversion have been met,  whether or not such conditions
have in fact  been so  met),  as of the  record  date for the  determination  of
holders of shares of Common  Stock and No Par  Preferred  Stock,  Series  2000-A
entitled to receive such  dividends.  No dividend shall be declared or paid with
respect to Common  Stock  (other than a dividend  declared  under a  stockholder
rights plan or in connection with the  implementation  of a stockholders  rights
plan)  unless such a dividend is  declared  and paid with  respect to the No Par
Preferred Stock,  Series 2000-A. The record dates and payment dates (the "Common
Stock Dividend Payment Date") with respect to the No Par Preferred Stock, Series
2000-A  shall be the same as the record and  payment  dates with  respect to the
payment of dividends with respect to the Common Stock.

     (b)  The  amount  of  any  dividends  accrued  on any  share  of the No Par
Preferred Stock,  Series 2000-A on any Preferred  Dividend Payment Date shall be
deemed to be the  amount of any  unpaid  dividends  accumulated  thereon  to and
including  such  Preferred  Dividend  Payment  Date,  whether  or not  earned or
declared.  Accumulated and unpaid dividends shall not bear interest.  The amount
of dividends  accrued on any share of the No Par Preferred Stock,  Series 2000-A
on any date other than a Preferred  Dividend  Payment Date shall be deemed to be
the sum of (i) the amount of any  unpaid  dividends  accumulated  thereon to and
including the last preceding  Preferred  Dividend  Payment Date,  whether or not
earned  or  declared,  and (ii) an  amount  determined  by  multiplying  (x) the
Preferred  Dividend Rate by (y) a fraction,  the numerator of which shall be the
number of days from the last preceding  Preferred  Dividend  Payment Date to and
including  the date on which such  calculation  is made and the  denominator  of
which  shall be the full  number of days in such  Preferred  Quarterly  Dividend
Period.

     5.   Redemption.

     (a) The  Corporation by resolution of its Board of Directors may redeem the
No Par Preferred  Stock,  Series  2000-A,  in whole or in part, at any time. The
redemption  price per share (the  "Redemption  Price") for such shares of No Par
Preferred  Stock,   Series  2000-A  so  redeemed  shall  equal  the  Liquidation
Preference  Amount on the date fixed for  redemption  (the  "Redemption  Date").
Notwithstanding  such  redemption,  if the  Redemption  Date falls  prior to the
record  date of any  dividend  payable on Common  Stock  (other  than a dividend
declared   under  a  stockholder   rights  plan  or  in   connection   with  the
implementation  of a  stockholder  rights  plan),  the  holders of record of any
shares of No Par  Preferred  Stock,  Series  2000-A so redeemed  (the  "Redeemed
Shares") shall be entitled to receive on the next Common Stock Dividend  Payment
Date following the next record date for the payment of dividends on Common Stock
(the  "Post-Redemption  Record Date") provided that the  Post-Redemption  Record
Date occurs within twelve months of the Redemption  Date, an amount equal to the
product of the number of shares of Common Stock into which such Redeemed  Shares
were  convertible  on the  Redemption  Date  (assuming for such purpose that the
Redeemed Shares were  convertible on the Redemption  Date) multiplied by (A) the
dividend  payable on each share of Common Stock multiplied by (B) a fraction the
numerator  of which is the number of days  elapsed  from the last  Common  Stock
dividend  record date prior to the Redemption Date (the  "Pre-Redemption  Record
Date") to the Redemption Date and the denominator of which is the number of days
elapsed from the Pre-Redemption Record Date to the Post-Redemption Record Date.

     (b) Nothing in this Section 5 shall be construed to preclude a holder of No
Par Preferred  Stock,  Series 2000-A from converting any or all of its shares of
No Par Preferred  Stock,  Series 2000-A in accordance with Section 8 at any time
prior to the close of  business  on the  third  full  business  day prior to the
Redemption Date.

     6.   Voting Rights; Priority.

     (a) The No Par Preferred  Stock,  Series 2000-A,  except as provided in the
Articles of Incorporation or as otherwise  required by law, shall have no voting
rights.

     (b) The No Par  Preferred  Stock,  Series 2000-A shall rank pari passu with
each other series of Preferred Stock as to dividends and  distribution of assets
on liquidation.

     7.   Liquidation Preference.

     (a) In the event of any Liquidation, holders of the No Par Preferred Stock,
Series 2000-A shall have the rights set forth in Article  Second of the Articles
of Incorporation.

     (b) Written notice of any Liquidation of the Corporation, stating a payment
date and the place where the  distributive  amounts  shall be payable,  shall be
given by mail, postage prepaid,  not less than 30 days prior to the payment date
stated therein,  to the holders of record of the No Par Preferred Stock,  Series
2000-A at their  respective  addresses  as the same shall appear on the books of
the Corporation.

     8.   Conversion.

     (a) Each  share  of No Par  Preferred  Stock,  Series  2000-A  shall be (i)
convertible at the option of the holder thereof into validly issued,  fully paid
and nonassessable  shares of Common Stock, in an amount determined in accordance
with Section 8(d) below, at any time prior to the fifth (5th) anniversary of the
Initial Issue Date, and (ii) automatically  converted into validly issued, fully
paid and  nonassessable  shares of Common  Stock,  in an  amount  determined  in
accordance   with  Section  8(d)  below,  if  outstanding  on  the  fifth  (5th)
anniversary of the Initial Issue Date (the "Automatic Conversion Date").

     (b) Immediately  following the conversion of No Par Preferred Stock, Series
2000-A into Common Stock on the Conversion Date (i) such converted  shares of No
Par Preferred  Stock,  Series 2000-A shall be deemed no longer  outstanding  and
(ii) the Persons  entitled to receive the Common  Stock upon the  conversion  of
such  converted No Par Preferred  Stock,  Series 2000-A shall be treated for all
purposes as having  become the owners of record of such Common  Stock.  Upon the
issuance of shares of Common Stock upon  conversion of No Par  Preferred  Stock,
Series  2000-A  pursuant to this Section 8, such shares of Common Stock shall be
deemed to be duly authorized, validly issued, fully paid and nonassessable.

     (c) To convert No Par Preferred  Stock,  Series 2000-A into Common Stock at
the option of the holder pursuant to Section 8(a)(i), a holder must give written
notice to the  Corporation  at its  principal  office that such holder elects to
convert No Par Preferred Stock,  Series 2000-A into Common Stock, and the number
of shares to be  converted.  Such  conversion,  to the extent  permitted by law,
regulation,  rule or other  requirement  of any  governmental  authority and the
provisions hereof, including but not limited to Section 5(b), shall be deemed to
have been  effected  as of the close of business on the date on which the holder
delivers such notice to the Corporation (such date and the Automatic  Conversion
Date are each  referred to herein as the  "Conversion  Date" for purposes of any
conversion of No Par Preferred  Stock,  Series 2000-A pursuant to Section 8(a)).
Promptly  after  the  Conversion  Date,  the  holder  shall  (i)  surrender  the
certificate or  certificates  evidencing  the shares of No Par Preferred  Stock,
Series 2000-A  converted or to be converted,  duly endorsed in a form reasonably
satisfactory  to the  Corporation,  at the office of the  Corporation  or of the
transfer  agent for the No Par Preferred  Stock,  Series  2000-A,  (ii) state in
writing the name or names in which the certificate or certificates for shares of
Common Stock are to be issued, (iii) provide evidence reasonably satisfactory to
the Corporation that such holder has satisfied any conditions,  contained in any
agreement or any legend on the  certificates  representing  the No Par Preferred
Stock,  Series  2000-A,  relating to the transfer  thereof,  if shares of Common
Stock are to be issued in a name or names other than the holder's,  and (iv) pay
any  transfer or similar tax if required as provided in Section  8(j) below.  As
soon as practical  following  receipt of the foregoing,  the  Corporation  shall
deliver to such  former  holder of No Par  Preferred  Stock,  Series  2000-A,  a
certificate  representing the shares of Common Stock issued upon the conversion,
together with a new certificate representing the unconverted portion, if any, of
the shares of No Par Preferred Stock, Series 2000-A, formerly represented by the
certificate or certificates surrendered for conversion.

     (d) For the purposes of the  conversion of No Par Preferred  Stock,  Series
2000-A  into  Common  Stock  pursuant  to  Section  8(a),  each  share of No Par
Preferred Stock, Series 2000-A shall be convertible into the number of shares of
Common  Stock  equal  to  the  Liquidation  Preference  Amount  divided  by  the
Conversion  Price in effect on the Conversion Date. The number of full shares of
Common Stock issuable to a single holder upon conversion of the No Par Preferred
Stock,  Series  2000-A shall be based on the  aggregate  Liquidation  Preference
Amount of all shares of No Par  Preferred  Stock,  Series  2000-A  owned by such
holder.  The Conversion  Price  initially  shall equal $35.00.  In the event the
Corporation  delivers  a notice of  redemption  of the No Par  Preferred  Stock,
Series  2000-A  in  accordance  with  Subsection  (B) of  Article  Second of the
Articles of  Incorporation,  the Conversion Price shall be adjusted to equal the
lesser of (i) the  Conversion  Price then in effect and (ii) the Current  Market
Price (as  hereinafter  defined)  on the  Redemption  Notice  Date.  In order to
prevent  dilution of the  conversion  rights granted  hereunder,  the Conversion
Price  shall be  subject  to  adjustment  from time to time in  accordance  with
Sections 8(e) through 8(h).

     (e) The number of shares issuable upon conversion and the Conversion  Price
(and each component  thereof) are subject to adjustment by the Corporation  from
time to time upon the  occurrence  of the events  enumerated  in this Section 8;
provided,  however,  there  shall be no such  adjustment  in  connection  with a
dividend  declared  under,  or in  connection  with  the  implementation  of,  a
stockholder  rights plan which  would  entitle the Common  Stock  issuable  upon
conversion  of the No Par Preferred  Stock,  Series 2000-A to the same rights as
the Common Stock outstanding on the date of such dividend declaration.

          (i) Changes in Capital Stock.

                    (A) If the  Corporation  (i)  pays a  dividend  or  makes  a
               distribution  on its Common Stock in shares of its Common  Stock,
               (ii) subdivides,  by stock split,  reclassification or otherwise,
               its  outstanding  shares of Common Stock into a greater number of
               shares,  (iii)  combines its  outstanding  shares of Common Stock
               into a smaller number of shares, (iv) makes a distribution on its
               Common  Stock in shares of its  capital  stock  other than Common
               Stock or (v) issues by  reclassification  of its Common Stock any
               shares of its capital stock,  then the Conversion Price (and each
               component  thereof)  in effect  immediately  prior to such action
               shall be  proportionately  adjusted so that each holder of shares
               of  No  Par  Preferred  Stock,  Series  2000-A  may  receive  the
               aggregate  number  and kind of  shares  of  capital  stock of the
               Corporation  which  such  holder  would  have  owned  immediately
               following  such  action if such holder had  converted  all of his
               shares of No Par Preferred Stock, Series 2000-A into Common Stock
               immediately prior to such action.

                    (B) The adjustment shall become effective  immediately after
               the record  date in the case of a dividend  or  distribution  and
               immediately   after  the   effective   date  in  the  case  of  a
               subdivision, combination or reclassification.

                    (C) If after an  adjustment  a holder  of  shares  of No Par
               Preferred Stock, Series 2000-A upon conversion may receive shares
               of two or more classes of capital stock of the  Corporation,  the
               Corporation  shall  determine  the  allocation  of  the  adjusted
               Conversion Price between the classes of capital stock. After such
               allocation,  the conversion privilege and the Conversion Price of
               each  class of  capital  stock  shall  thereafter  be  subject to
               adjustment  on terms  comparable  to those  applicable  to Common
               Stock in this Section 8(e)(i).

                    (D) Any  adjustments  made pursuant to this Section  8(e)(i)
               shall be made successively.

          (ii) Common Stock Issue.

                    (A) If the  Corporation  issues  any  additional  shares  of
               Common Stock for a consideration  per share less than the Current
               Market Price (as hereinafter defined) on the date the Corporation
               fixes  the  offering  price  of  such  additional   shares,   the
               Conversion Price shall be adjusted as set forth below,  such that
               a holder of shares of No Par Preferred Stock, Series 2000-A, upon
               conversion of his shares of No Par Preferred Stock, Series 2000-A
               into shares of Common Stock, shall have the right to receive that
               number of shares of Common  Stock which,  after giving  effect to
               the  following  adjustment,  such  holder  would  receive if such
               holder  elected to convert his shares of No Par Preferred  Stock,
               Series 2000-A into Common Stock.  The  Conversion  Price shall be
               adjusted to the number  determined by multiplying  the Conversion
               Price in effect  immediately  prior to such issuance or sale by a
               fraction,  the  numerator  of  which  shall be the sum of (i) the
               number of shares of Common Stock outstanding immediately prior to
               the  issuance or sale of such  additional  shares of Common Stock
               plus  (ii)  the  number  of  such  additional  shares  which  the
               aggregate  consideration received (or by express provision hereof
               deemed  to  have  been  received)  by the  Corporation  for  such
               additional   shares  so  issued  or  sold  would  purchase  at  a
               consideration  per share equal to the Current  Market Price,  and
               the  denominator of which shall be the number of shares of Common
               Stock outstanding  immediately after the issuance or sale of such
               additional  shares  of Common  Stock.  For the  purposes  of this
               Section  8(e)(ii),  the date as of which the Current Market Price
               shall be determined  shall be the date of the actual  issuance or
               sale of such shares.

                    (B) The adjustment shall be made  successively  whenever any
               such  issuance is made,  and shall become  effective  immediately
               after such issuance.

                    (C) This Section  8(e)(ii)  does not apply to:(i) any of the
               transactions   described  in  Sections  8(e)(i),   8(e)(iii)  and
               8(e)(iv),  (ii) the  conversion of the shares of No Par Preferred
               Stock,  Series  2000-A,  (iii) up to  2,300,000  shares of Common
               Stock (as adjusted for stock splits,  reverse stock splits, stock
               dividends  and  reclassifications)  to  be  issued  to  officers,
               directors, employees, consultants and advisors of the Corporation
               and its subsidiaries pursuant to stock purchase,  401(k) or stock
               option plans or agreements or other incentive stock  arrangements
               approved  by the  Board of  Directors  of the  Corporation,  (iv)
               shares of Common Stock issued in an  arms-length  transaction  to
               either acquire another  business or other properties or assets as
               approved by the Board of Directors of the Corporation wherein the
               Board of Directors has  determined  that the fair market value of
               the Common Stock issued in connection with such  acquisition does
               not exceed the fair market value of the business,  properties and
               assets acquired,  (v) the issuance and sale of Common Stock in an
               underwritten  public offering,  and (vi) the issuance and sale of
               Common  Stock  pursuant  to a dividend  reinvestment  plan of the
               Corporation.

          (iii)     Rights Issue.

                    (A) If the  Corporation  issues  or sells  any  warrants  or
               options or other rights  entitling the holders of Common Stock to
               subscribe for or purchase either any additional  shares of Common
               Stock or  evidences  of  indebtedness,  shares  of stock or other
               securities which are convertible  into or  exchangeable,  with or
               without payment of additional  consideration in cash or property,
               for  additional  shares  of Common  Stock  (such  convertible  or
               exchangeable  evidence of indebtedness,  shares of stock or other
               securities  hereinafter being called  "Convertible  Securities"),
               and the  consideration  per share for which additional  shares of
               Common Stock may at any time  thereafter be issuable  pursuant to
               such  warrants,  options or other rights or pursuant to the terms
               of such Convertible  Securities (when added to the  consideration
               per share of Common Stock,  if any,  received for such  warrants,
               options or other  rights),  shall be less than the Current Market
               Price at the time of the  issuance  of the  warrants,  options or
               other  rights,  then the  Conversion  Price  shall be adjusted as
               provided  below,  such  that a  holder  of  shares  of the No Par
               Preferred Stock,  Series 2000-A, upon conversion of his shares of
               No Par  Preferred  Stock,  Series  2000-A  into  shares of Common
               Stock,  shall have the right to receive  that number of shares of
               Common  Stock  which,   after  giving  effect  to  the  following
               adjustment,  such holder would receive if such holder  elected to
               convert his shares of No Par Preferred Stock,  Series 2000-A into
               Common  Stock.  The  Conversion  Price  shall be  adjusted to the
               number determined by multiplying the current  Conversion Price by
               a fraction,  (A) the  numerator  of which shall be the sum of (i)
               the number of shares of Common  Stock  outstanding  on the record
               date  plus (ii) the  quotient  of (x) the  number  of  additional
               shares of Common  Stock  covered  by such  warrants,  options  or
               rights,  multiplied  by the sales  price per share of  additional
               shares covered by such warrants, options or other rights, divided
               by (y) the Current  Market Price per share of Common Stock on the
               record date, and (B) the denominator of which shall be the sum of
               (i) the  number  of shares of  Common  Stock  outstanding  on the
               record  date and (ii) the number of  additional  shares of Common
               Stock  covered by such  warrants,  options or other  rights.  For
               purposes of this  Section  8(e)(iii),  the  foregoing  adjustment
               shall  be made  on the  basis  that  (i) the  maximum  number  of
               additional  shares of Common Stock issuable  pursuant to all such
               warrants,  options  or other  rights or  necessary  to effect the
               conversion or exchange of all such  Convertible  Securities shall
               be   deemed  to  have  been   issued   and  (ii)  the   aggregate
               consideration  for such maximum number of additional shares shall
               be deemed to be the minimum consideration received and receivable
               by the  Corporation  for the issuance of such  additional  shares
               (plus the  consideration,  if any,  received  for such  warrants,
               options or other rights)  pursuant to such  warrants,  options or
               other  rights  or  pursuant  to the  terms  of  such  Convertible
               Securities.

                    (B) The adjustment shall be made  successively  whenever any
               such  warrants,  options  or other  rights  are  issued and shall
               become  effective  immediately  after  the  record  date  for the
               determination  of shareholders  entitled to receive the warrants,
               options or other rights.

                    (C)  This  Section  8(e)(iii)  does  not  apply  to (i)  the
               conversion of the shares of No Par Preferred Stock, Series 2000-A
               and (ii) the  issuance  of  options or other  rights to  purchase
               shares of Common Stock referenced in Section 8(e)(ii)(C)(iii).

          (iv) Convertible Securities Issue.

                    (A) If the Corporation issues Convertible  Securities (other
               than  securities  issued in  transactions  described  in  Section
               8(e)(iii)) and the  consideration  per share for which additional
               shares of Common  Stock may at any time  thereafter  be  issuable
               pursuant to the terms of such Convertible Securities is less than
               the  Current  Market  Price  on the  date  of  issuance  of  such
               securities,  the  Conversion  Price shall be adjusted as provided
               below,  such that a holder of shares of No Par  Preferred  Stock,
               Series 2000-A,  upon conversion of his shares of No Par Preferred
               Stock,  Series 2000-A into shares of Common Stock, shall have the
               right to receive  that  number of shares of Common  Stock  which,
               after giving effect to the following  formula,  such holder would
               receive if such  holder  elected to convert  his shares of No Par
               Preferred Stock,  Series 2000-A into Common Stock. The Conversion
               Price shall be adjusted to the number  determined by  multiplying
               the current Conversion Price by a fraction,  (A) the numerator of
               which  shall be the sum of (i) the  number  of  shares  of Common
               Stock  outstanding  immediately  prior  to the  issuance  of such
               securities   and  (ii)  the   quotient   of  (x)  the   aggregate
               consideration  received  for the  issuance  of  such  securities,
               divided by (y) the Current  Market Price per share on the date of
               issuance  of such  securities  and (B) the  denominator  of which
               shall be the sum of (i) the  number of  shares  of  Common  Stock
               outstanding  immediately prior to the issuance of such securities
               and (ii) the maximum number of shares deliverable upon conversion
               or in exchange for such  securities at the initial  conversion or
               exchange rate. The adjustment shall be made on the basis that (i)
               the maximum number of additional shares of Common Stock necessary
               to effect the  conversion  or  exchange  of all such  Convertible
               Securities  shall be  deemed  to have  been  issued  and (ii) the
               aggregate  consideration  for such maximum  number of  additional
               shares  of  Common  Stock  shall  be  deemed  to be  the  minimum
               consideration  received and receivable by the Corporation for the
               issuance of such additional  shares pursuant to the terms of such
               Convertible  Securities.  No adjustment of the  Conversion  Price
               shall be made under this  Section  8(e)(iv)  upon the issuance of
               any  Convertible  Securities  which are  issued  pursuant  to the
               exercise of any warrants or other subscription or purchase rights
               therefor, if such adjustment shall previously have been made upon
               the issuance of such warrants or other rights pursuant to Section
               8(e)(iii).

                    (B) The adjustment shall be made  successively  whenever any
               such  issuance is made,  and shall become  effective  immediately
               after such issuance.

                    (C) This Section  8(e)(iv) does not apply to the  conversion
               of the shares of No Par Preferred Stock, Series 2000-A.

          (v)  Conversion  Price Date.  For purposes of Sections  8(e)(iii)  and
          8(e)(iv),  the date as of which the Conversion Price shall be computed
          shall be the earliest of (i) the date on which the  Corporation  shall
          take a record of the  holders of its Common  Stock for the  purpose of
          entitling them to receive any warrants or other rights  referred to in
          Section 8(e)(iii) or to receive any Convertible  Securities,  (ii) the
          date on which the Corporation shall enter into a firm contract for the
          issuance of such warrants or other rights or Convertible Securities or
          (iii) the date of the actual issuance of such warrants or other rights
          or Convertible Securities.

          (vi) No Compound  Adjustment.  No adjustment of the  Conversion  Price
          shall  be  made  under  Section  8(e)(ii)  upon  the  issuance  of any
          additional  shares of Common  Stock  which are issued  pursuant to the
          exercise of any warrants or other  subscription  or purchase rights or
          pursuant to the exercise of any  conversion or exchange  rights in any
          Convertible Securities,  if such adjustment shall previously have been
          made upon the  issuance of such  warrants or other  rights or upon the
          issuance of such  Convertible  Securities (or upon the issuance of any
          warrants or other rights therefor), pursuant to Sections 8(e)(iii) and
          8(e)(iv).

          (vii)  Readjustment.  If any warrants or other rights (or any portions
          thereof)  which  shall have given rise to an  adjustment  pursuant  to
          Section   8(e)(iii)  or  conversion  rights  pursuant  to  Convertible
          Securities  which shall have given rise to an  adjustment  pursuant to
          Section 8(e)(iv) shall have expired or terminated without the exercise
          thereof  and/or if by reason  of the terms of such  warrants  or other
          rights or Convertible  Securities there shall have been an increase or
          increases, with the passage of time or otherwise, in the price payable
          upon the exercise or conversion  thereof,  then the  Conversion  Price
          hereunder   shall  be  readjusted  (but  to  no  greater  extent  than
          originally adjusted),  taking into account all transactions  described
          in Sections  8(e)(i) through 8(e)(iv) hereof that have occurred in the
          interim,  on the basis of (i)  eliminating  from the  computation  any
          additional  shares of Common Stock  corresponding  to such warrants or
          other rights or conversion rights as shall have expired or terminated,
          (ii) treating the additional  shares of Common Stock, if any, actually
          issued or issuable  pursuant to the previous exercise of such warrants
          or other rights or of conversion  rights  pursuant to any  Convertible
          Securities  as  having  been  issued  for the  consideration  actually
          received  and  receivable  therefor  and  (iii)  treating  any of such
          warrants  or  other  rights  or  conversion  rights  pursuant  to  any
          Convertible  Securities  which remain  outstanding as being subject to
          exercise or  conversion  on the basis of such  exercise or  Conversion
          Price as shall be in effect at the time; provided,  however,  that any
          consideration  which  was  actually  received  by the  Corporation  in
          connection  with the issuance or sale of such warrants or other rights
          shall  form part of the  readjustment  computation  even  though  such
          warrants or other rights shall have expired or terminated  without the
          exercise thereof.

          (viii)  Consideration  Received.  To the  extent  that any  additional
          shares of Common  Stock,  any  warrants,  options  or other  rights to
          subscribe for or purchase any  additional  shares of Common Stock,  or
          any Convertible Securities shall be issued for cash consideration, the
          consideration  received by the Corporation therefor shall be deemed to
          be the amount of the cash received by the Corporation therefor, or, if
          such  additional  shares,   warrants,   options  or  other  rights  or
          Convertible  Securities are sold to underwriters or dealers for public
          offering without a subscription  offering, the initial public offering
          price,  in any such case  excluding any amounts paid or receivable for
          accrued  interest or accrued  dividends  and without  deduction of any
          compensation,   discounts   or  expenses   paid  or  incurred  by  the
          Corporation for and in the underwriting of, or otherwise in connection
          with,  the issuance  thereof.  If and to the extent that such issuance
          shall be for a consideration  other than cash, then,  except as herein
          otherwise expressly  provided,  the amount of such consideration shall
          be deemed to be the fair  value of such  consideration  at the time of
          such  issuance  as  determined  by  the  Board  of  Directors  of  the
          Corporation.  If additional  shares of Common Stock shall be issued as
          part of a unit  with  warrants  or other  rights,  then the  amount of
          consideration for the warrant or other right shall be deemed to be the
          amount determined at the time of issuance by the Board of Directors of
          the  Corporation.  If the Board of Directors of the Corporation  shall
          not make any such  determination,  the  consideration for the warrant,
          option or other right shall be deemed to be zero.

          (ix) Other Conversions. If a state of facts shall occur which, without
          being  specifically  controlled  by the  provisions of this Section 8,
          would not  fairly  protect  the  conversion  rights of the  holders of
          shares of No Par Preferred Stock, Series 2000-A in accordance with the
          essential intent and principles of such provisions,  then the Board of
          Directors  of  the  Corporation   shall  make  an  adjustment  in  the
          application  of such  provisions,  in accordance  with such  essential
          intent and principles, so to protect such conversion rights.

          (x)  De  Minimis   Adjustment.   Anything   herein  to  the   contrary
          notwithstanding,  no  adjustment  in the  Conversion  Price  shall  be
          required  unless  such  adjustment,  either by  itself  or with  other
          adjustments  not previously  made,  would require a change of at least
          one percent (1%) in the Conversion Price; provided,  however, that any
          adjustment  which by reason of this Section 8(e)(x) is not required to
          be made  shall be  carried  forward  and  taken  into  account  in any
          subsequent adjustment.  All calculations under this Section 8 shall be
          made  to the  nearest  one-tenth  of a cent  ($.001)  (rounded  to the
          nearest cent ($.01) with respect to any monetary amount to be actually
          paid) or to the nearest one hundredth  (0.01) of a share,  as the case
          may be.

          (xi)  Current  Market  Price.  For  the  purpose  of  any  computation
          hereunder,  the "Current Market Price" on any date will be the average
          of the last reported sale prices per share (the "Quoted Price") of the
          Common  Stock  on each of the  fifteen  consecutive  Trading  Days (as
          defined below) preceding the date of the computation. The Quoted Price
          of the Common  Stock on each day will be (A) the last  reported  sales
          price of the Common Stock on the principal stock exchange on which the
          Common Stock is listed,  or (B) if the Common Stock is not listed on a
          stock  exchange,  the last reported sales price of the Common Stock on
          the principal  automated  securities  price quotation  system on which
          sale  prices of the Common  Stock are  reported,  or (C) if the Common
          Stock is not listed on a stock  exchange and sale prices of the Common
          Stock are not reported on an automated  quotation system,  the mean of
          the high bid and low asked price  quotations  for the Common  Stock as
          reported by National  Quotation  Bureau  Incorporated  if at least two
          securities dealers have inserted both bid and asked quotations for the
          Common  Stock on a day will be the Quoted Price of the Common Stock on
          that  day as  determined  by a  member  firm  of the  New  York  Stock
          Exchange,  Inc.  selected  by  the  Board  of  Directors.  If  no  two
          securities dealers have inserted such bid and ask quotations,  or such
          Quoted Prices  otherwise are not  available,  the Current Market Price
          means the fair market  value of the Common  Stock as of the date prior
          to the date on which the Current  Market  Price is  determined,  which
          such fair market value shall be  determined  by the Board of Directors
          of the Corporation. As used with regard to the No Par Preferred Stock,
          Series 2000-A, the term "Trading Day" means (x) if the Common Stock is
          listed on at least one stock exchange, a day on which there is trading
          on the principal  stock  exchange on which the Common Stock is listed,
          (y) if the Common  Stock is not listed on a stock  exchange,  but sale
          prices of the Common  Stock are  reported  on an  automated  quotation
          system, a day on which trading is reported on the principal  automated
          quotation  system on which sales of the Common Stock are reported,  or
          (z) if the  Common  Stock is not listed on a stock  exchange  and sale
          prices of the Common Stock are not reported on an automated  quotation
          system, a day on which  quotations are reported by National  Quotation
          Bureau Incorporated.

     (f) No  fractional  shares  of  Common  Stock  shall  be  issued  upon  the
conversion of No Par Preferred Stock,  Series 2000-A. If any fractional interest
in a share of Common Stock would, except for the provisions of this subparagraph
(f), be deliverable  upon the conversion of any No Par Preferred  Stock,  Series
2000-A,  the  Corporation  shall,  in lieu of delivering  the  fractional  share
therefor,  adjust  such  fractional  interest  by  payment to the holder of such
converted  No Par  Preferred  Stock,  Series  2000-A of an amount in cash  equal
(computed to the nearest  cent) to the Current  Market Price of such  fractional
interest on the Conversion Date.

     (g) Whenever the  Conversion  Price is adjusted,  as herein  provided,  the
Corporation  shall promptly mail a notice of the adjustment to holders of No Par
Preferred  Stock,  Series  2000-A.  Failure to give such  notice,  or any defect
therein,  shall not affect the  legality or validity of the action  resulting in
the adjustment to the Conversion Price. The Corporation shall forthwith maintain
at its principal  executive office and file with the transfer agent, if any, for
No Par Preferred Stock,  Series 2000-A,  a statement,  signed by the Chairman of
the Board,  or the President,  or a Vice President of the Corporation and by its
chief financial officer or an Assistant Treasurer,  showing in reasonable detail
the  facts  requiring  such  adjustment  and the  Conversion  Price  after  such
adjustment.  Such transfer agent shall be under no duty or  responsibility  with
respect to any such  statement  except to exhibit  the same from time to time to
any holder of No Par  Preferred  Stock,  Series  2000-A  desiring an  inspection
thereof.

     (h) If there shall occur any capital reorganization or any reclassification
of the  capital  stock  of  the  Corporation,  consolidation  or  merger  of the
Corporation  with  or  into  another  entity,   or  the  conveyance  of  all  or
substantially  all of the assets of the Corporation to another person or entity,
each  share  of No Par  Preferred  Stock,  Series  2000-A  shall  thereafter  be
convertible into the number of shares or other securities or property to which a
holder of the number of shares of Common  Stock of the  Corporation  deliverable
upon  conversion of such No Par Preferred  Stock,  Series 2000-A would have been
entitled upon such reorganization,  reclassification,  consolidation,  merger or
conveyance; and, in any such case, appropriate adjustment (as determined in good
faith in the sole discretion of the Board of Directors of the Corporation) shall
be made in the  application of the  provisions  herein set forth with respect to
the rights  and  interests  thereafter  of the  holders of the No Par  Preferred
Stock, Series 2000-A, to the end that the provisions set forth herein (including
provisions  with respect to changes in and other  adjustments  of the Conversion
Price) shall be  applicable,  as nearly as reasonably may be, in relation to any
shares or other property  thereafter  deliverable  upon the conversion of the No
Par Preferred Stock, Series 2000-A.

     (i) The Corporation  shall at all times reserve and keep available,  out of
its authorized but unissued  shares of Common Stock or treasury  shares thereof,
solely for the  purpose of  issuance  upon the  conversion  of No Par  Preferred
Stock, Series 2000-A, the full number of shares of Common Stock deliverable upon
the  conversion of all No Par Preferred  Stock,  Series 2000-A from time to time
outstanding.  The  Corporation  shall from time to time, in accordance  with the
laws of the State of South Dakota,  take all action within its power required to
increase the authorized amount of its Common Stock if at any time the authorized
number of shares of Common Stock  remaining  unissued shall not be sufficient to
permit the conversion of all of the No Par Preferred Stock, Series 2000-A at the
time outstanding.

     (j) The Corporation  shall pay any  documentary,  stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon  conversion  of the
No Par Preferred Stock,  Series 2000-A into Common Stock. The Corporation  shall
not, however,  be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any security in a name other than
that in which  the No Par  Preferred  Stock,  Series  2000-A  so  converted  was
registered,  and no such issue or  delivery  shall be made  unless and until the
person who requested  such issue has paid to the  Corporation  the amount of any
such tax, or has established to the  satisfaction  of the Corporation  that such
tax has been paid.

     9.   Exclusion of Other Rights.

     Except as  otherwise  required by law,  shares of No Par  Preferred  Stock,
Series  2000-A  shall  not  have any  preferences  or  relative,  participating,
optional or other special  rights,  other than those  specifically  set forth in
this resolution and in the Statement of  Designations  filed pursuant hereto (as
such  Statement  may be  amended  from  time to  time)  and in the  Articles  of
Incorporation.

     10. Reissuance of No Par Preferred Stock, Series 2000-A.

     Shares of No Par Preferred  Stock,  Series 2000-A that have been issued and
reacquired in any manner,  including shares  purchased,  redeemed,  converted or
exchanged, shall (upon compliance with any applicable provisions of South Dakota
Codified  Laws)  have the status of  authorized  and  unissued  shares of No Par
Preferred Stock  undesignated as to series and may be redesignated  and reissued
as part of any series of No Par Preferred Stock,  except No Par Preferred Stock,
Series 2000-A.

     11. No Retirement Fund;  Waivers.  The Corporation shall not be required to
set  aside  any funds as a  retirement  fund for  purposes  of  Article  Second,
Subsection (D) of the Articles of Incorporation.  To the extent applicable,  any
rights that the holders of the No Par  Preferred  Stock,  Series 2000-A may have
under Article Second,  Subsection  (G)(4) of the Articles of Incorporation  with
respect to a dividend declared under a stockholder  rights plan or in connection
with the  implementation of a stockholder  rights plan are waived. To the extent
applicable,  the holders of the No Par Preferred Stock,  Series 2000-A waive any
rights they may have under Article Second,  Subsection (G)(3) of the Articles of
Incorporation   with  respect  to  the   creation,   through   merger  or  other
reorganization,  of a holding company ("Holdco") for the Company,  provided that
in connection  therewith the holders shall receive, in exchange for their shares
of No Par Preferred  Stock,  Series  2000-A shares of preferred  stock of Holdco
having identical  designations,  preferences and relative rights and limitations
as set forth herein.

     12.  Headings of Subdivisions.

     The  headings of the various  subdivisions  hereof are for  convenience  of
reference only and shall not affect the  interpretation of any of the provisions
hereof.

     13.  Severability of Provisions.

     If any right,  preference  or  limitation  of the No Par  Preferred  Stock,
Series 2000-A set forth in this  resolution and in the Statement of Designations
for the No Par Preferred Stock,  Series 2000-A (as such Statement may be amended
from time to time) is invalid, unlawful or incapable of being enforced by reason
of any  rule  or  law or  public  policy,  all  other  rights,  preferences  and
limitations  set forth in such Statement of  Designations  (as so amended) which
can be given  effect  without  the  invalid,  unlawful or  unenforceable  right,
preference or limitation shall,  nevertheless,  remain in full force and effect,
and no  right,  preference  or  limitation  herein  set  forth  shall be  deemed
dependent  upon any  other  such  right,  preference  or  limitation  unless  so
expressed herein.

     14.  Notice.

     All notices and other  communications  required or permitted to be given to
the  Corporation  hereunder  shall be made by hand  delivery  or  registered  or
certified mail,  return receipt  requested,  to the Corporation at its principal
executive  offices  (currently  located  on the  date of the  adoption  of these
resolutions at Black Hills Corporation,  625 Ninth Street,  P.O. Box 1400, Rapid
City, South Dakota 57709), Attention: Secretary. Minor imperfections in any such
notice shall not affect the validity thereof.

     IN WITNESS WHEREOF, Black Hills Corporation has caused this statement to be
signed  by  _______________________,  its  __________________,  this ____ day of
___________, 2000.

                                             BLACK HILLS CORPORATION,
                                             a South Dakota corporation

                                             By:
                                             Name:
                                             Title:

STATE OF SOUTH DAKOTA

COUNTY OF PENNINGTON

         On the ____ day of _________,  2000,  before  me,  the  undersigned
officer, personally  appeared __________________________-_,  who  acknowledged
h__self  to be the _______________________ of  ____________________________,  a
corporation,  and that _he, as such __________________, being  authorized so to
do, executed the foregoing instrument for the purposes therein contained,  by
signing the name of the corporation by h__self as ________________________.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                            --------------------------------
                                            Notary Public

(SEAL)

                                                                     Exhibit 5

                                   May 9, 2000

                          [e-mail: jknooney@mtnlaw.com]

Board of Directors of
   Black Hills Corporation

         Re:      Opinion of Counsel--Form S-4

         This  letter is sent to you on behalf of the firm as  counsel  to Black
Hills  Corporation,  a South Dakota  corporation (the "Company"),  in connection
with the proposed  formation of a holding company  structure through Black Hills
Holding Company, a South Dakota corporation (the "Holding  Company"),  through a
statutory  share  exchange (the "Share  Exchange")  between  Company and Holding
Company   pursuant  to  an  Agreement  and  Plan  of  Exchange  (the   "Exchange
Agreement").

         This opinion is being rendered in connection with the filing by Company
of a Registration Statement on Form S-4 (the "Registration  Statement") relating
to the registration  under the Securities Act of 1933, as amended (the "Act") of
21,800,000  shares of common stock,  par value $1 per share, of the Company (the
"Company  Common Stock"),  to be issued in the Share  Exchange.  Related to this
opinion,  we have  examined  copies  of (i) the  Exchange  Agreement;  (ii)  the
Registration  Statement;  (iii) the Articles of Incorporation  and Bylaws of the
Company,  as in effect on the date hereof; (iv) resolutions adopted by the Board
of Directors of the Company  related to the Share  Exchange and the issuance and
delivery of the Company's Common Stock and in connection therewith; and (v) such
other documents,  certificates, and other records as we have deemed necessary or
appropriate.

         Based  upon the  foregoing,  and  subject to the  qualification  herein
expressed, we are of the opinion that:

(1) The Company is a corporation,  duly organized, validly existing, and in good
standing under the laws of the State of South Dakota; and

(2)  The  Company  Common  Stock  will  be  validly  issued,   fully  paid,  and
nonassessable  when (i) the  Registration  Statement shall have become effective
under the Act;  (ii) the  Company's  Board of  Directors  shall  have  taken the
appropriate  action to  authorize  the issuance of the Common  Stock;  (iii) the
Company's shareholders shall have approved the Share Exchange;  (iv) the Company
shall have received all necessary  regulatory  approvals  required to consummate
the Share  Exchange;  and (v) the Share Exchange shall have been  consummated in
accordance with the terms of the Exchange Agreement and consistent with the laws
of the State of South Dakota.

         We express  no  opinions  as to  matters  of law except as it  concerns
matters  governed by the laws of the State of South Dakota;  and in  particular,
but not limited thereto, we do not express any opinions as to the federal income
tax  consequences  to holders of the  Company's  Common Stock as it concerns the
Share Exchange.

         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration  Statement  and to the  reference to our firm in said  Registration
Statement and the Proxy Statement and Prospectus constituting a part thereof.

                                              Sincerely yours,

                                             /s/ Morrill Thomas Nooney & Braun

JKN:bjr

                                                                    Exhibit 8

May 9, 2000

Black Hills Corporation
625 Ninth Street
Rapid City, SD 57709

Ladies and Gentlemen:

Black Hills  Corporation  ("Black  Hills")  has asked for our opinion  regarding
certain federal income tax consequences of a proposed share exchange (the "Share
Exchange") in which Black Hills Holding Corporation (the "Holding Company") will
acquire all of the common  stock of Black Hills (the "Black  Hills  Stock").  As
explained in more detail below, we believe that the proposed Share Exchange will
qualify as a tax-free  transaction  under the Internal  Revenue Code of 1986, as
amended  (the  "Code"),  so that  the  participants  in the  exchange  will  not
recognize any income, gain or loss as a result of the exchange.  A more specific
statement of our  conclusions  follows the summary of the relevant facts and the
analysis  that  supports  our   conclusions,   set  forth   immediately   below,
respectively.  Our conclusions are based on our review of (i) drafts of relevant
documents,  including the proxy  statement for Black Hills's  annual  meeting of
shareholders, and the Plan of Share Exchange between Black Hills and the Holding
Company (the "Agreement"),  (ii) the  representations  provided in the letter to
us, of even date herewith,  from Black Hills and the Holding Company,  and (iii)
other information that Black Hills has provided to us.

                                      FACTS

Incorporated   in  South   Dakota  in  1941,   Black  Hills  is  an  energy  and
communications  company  primarily  consisting  of  four  principal  businesses:
electricity production,  energy extraction and production, energy marketing, and
communications.  Black Hills  conducts its public  utility  electric  operations
under the  assumed  name of Black Hills Power and Light  Company,  operates  its
energy  extraction and production  businesses  through its  subsidiaries  Wyodak
Resources  (related  to  coal),  and  Black  Hills  Exploration  and  Production
(formerly Western Production  Company) (related to oil and natural gas), and its
energy marketing and communication  operations through Black Hills Capital Group
and its affiliates.

Black Hills's utility operations include the generation, purchase, transmission,
distribution  and sale of  electric  power and  energy to  approximately  57,679
customers  in 11  counties in western  South  Dakota,  northeastern  Wyoming and
southeastern  Montana,  an area with a  population  estimated  at  165,000.  The
largest community served is Rapid City, South Dakota, a major retail,  wholesale
and health care center,  with a  population,  including  environs,  estimated at
75,000.

The Black  Hills Stock is the only class of stock  outstanding.  The Black Hills
Stock is common  stock  that is  widely-held  and  traded on the New York  Stock
Exchange.

The Holding  Company was  incorporated in South Dakota on April 28, 2000 for the
purpose of carrying  out the Share  Exchange.  The Holding  Company is a direct,
wholly owned subsidiary of Black Hills. On the Effective Date (as defined in the
Agreement),  the  Holding  Company  will  become  the  parent  of  Black  Hills.
Currently,  the  Holding  Company  has few  assets  and has not  engaged  in any
business  operations.  All the business operations  conducted by Black Hills and
its  subsidiaries  immediately  before the  Effective  Date will  continue to be
conducted by Black Hills and its  subsidiaries  immediately  after the Effective
Date.  The only  difference  is that  Black  Hills will be a  subsidiary  of the
Holding Company.  The consolidated assets and liabilities of Black Hills and its
subsidiaries  immediately  before  the  effective  date  will be the same as the
consolidated  assets and liabilities of the Holding Company and its subsidiaries
immediately after the Effective Date.

The Holding  Company  will not be subject to  regulation  by the Federal  Energy
Regulatory Commission, the South Dakota Public Utility Commission or the Wyoming
Public  Service  Commission,  except to the extent  that the rules and orders of
those agencies impose  restrictions on the Holding  Company's  relationship with
Black Hills or Black Hills's relationship with other subsidiaries of the Holding
Company.  The Holding Company will be a "public  utility holding  company" under
the Public Utility  Holding  Company Act of 1935.  However,  the Holding Company
expects to obtain an exemption from most of the provisions of that law.

To carry out the purposes  described above,  Black Hills management has proposed
that the Holding  Company be established as a holding  company that will own all
of  the  Black  Hills  Stock.  Pursuant  to the  terms  of  the  Agreement,  the
establishment  of the Holding  Company as a holding company will be accomplished
by means of a  statutory  "Share  Exchange"  under  the  South  Dakota  Business
Corporation  Act. As a result of the Share Exchange,  the holders of Black Hills
Stock (the  "Shareholders")  will be deemed to have exchanged  their Black Hills
Stock for the Holding  Company  common stock (the "Holding  Common  Stock"),  as
provided in certain  Articles of Share  Exchange (the  "Articles")  that will be
filed with the South Dakota  Secretary of State.  The deemed exchange will occur
by operation of law, without any further act by the  Shareholders.  The Articles
will  provide for the  cancellation  of the Holding  Common stock owned by Black
Hills immediately prior to the Share Exchange.

Completion  of the Share  Exchange is subject to several  conditions.  The Share
Exchange must be approved by a vote of a majority of those Shareholders entitled
to vote on the matter. In addition, the Holding Common Stock that will be issued
in the deemed  exchange must be covered by a  Registration  Statement  under the
Securities Act of 1933 and must be listed on the New York Stock Exchange.

                                    ANALYSIS

In  general,  under  Section  351(a) of the Code,  transfers  of  property  to a
corporation  in exchange  for its stock  qualify for  tax-free  treatment if the
transferors,  in the aggregate,  control the corporation after the transfer. For
this  purpose,  "control"  is defined in Section  368(c) of the Code to mean the
ownership of 80 percent of the corporation's voting stock and 80 percent of each
class of the corporation's nonvoting stock.

The proposed Share Exchange will meet the  requirements  for tax-free  treatment
under  Section  351(a) of the Code.  The  holders of Black  Hills  Stock will be
deemed by operation of law to have  transferred  property,  in the form of their
Black Hills Stock, to the Holding Company. They will own all of the stock of the
Holding  Company  immediately  after the  exchange.  The  Holding  Common  Stock
currently  owned by Black  Hills will be  canceled  as part of the  transaction.
Consequently,  the former  holders of Black Hills Stock will  "control"  Holding
Company, within the meaning of Section 368(c) of the Code, immediately after the
Share Exchange.

When an owner of property transfers that property to a corporation in a tax-free
exchange to which Section 351(a) of the Code applies,  the transferor's basis in
the stock  received is determined  by reference to the basis of the  transferred
property.  This  "substituted  basis"  rule  ensures  that the  taxation  of any
unrealized  appreciation in the transferred  property is merely deferred.  Under
Section  358(a)(1)  of the  Code,  the  transferor's  basis  in the  transferred
property  serves as the  starting  point  for the  basis of the stock  received.
Sections  358(a)(1)(A)  and (B) of the Code provide for various  adjustments  to
this basis when the transferor receives cash or property other than stock of the
transferee  corporation,  or  when  the  transferor  recognizes  a  loss  on the
exchange.  None of these  adjustments  will apply in the present case. Thus, the
basis of shares of the Holding  Common Stock  received by a  Shareholder  in the
Share  Exchange  will equal the  Shareholder's  tax basis in the shares of Black
Hills Stock exchanged therefor.

Section  1223(1)  of the Code  provides  that the  holding  period  of  property
received in a "substituted basis" transaction includes the holding period of the
property  surrendered  in the exchange if the taxpayer  held that  property as a
capital asset.  Because the deemed exchange of Black Hills Stock for the Holding
Common Stock will be a substituted basis transaction, if a holder of Black Hills
Stock holds that stock as a capital  asset,  the  holding  period for that stock
will be tacked on to the holding  period of the Holding Common Stock received in
the Share Exchange.

Under Section  1032(a) of the Code, a corporation  recognizes no gain or loss on
its receipt of cash or other property in exchange for stock of the  corporation.
Section 1032(a) of the Code, by its terms,  will apply to the Holding  Company's
acquisition of property,  in the form of Black Hills Stock,  in exchange for the
Holding  Company's own stock.  Therefore,  the Holding Company will recognize no
gain or loss as a result of the Share Exchange.

A corporation generally recognizes no gain or loss on the transfer of its shares
between shareholders because the transfer does not involve property owned by the
corporation.  In certain  cases,  a purchaser of a  controlling  interest in the
stock of a corporation may elect to have the  transaction  treated as a purchase
of the  corporation's  assets. In the present case, the Holding Company will not
acquire the Black Hills  Stock by  purchase,  and in any event would not make an
election to treat the  transaction as a transfer of Black Hills's assets even if
such an election were possible.  Therefore,  the Share Exchange will not involve
an actual or  constructive  transfer  of any assets  owned by Black  Hills,  and
accordingly  Black Hills will recognize no gain or loss as a result of the Share
Exchange.

                                     OPINION

For the reasons  explained  above,  assuming the accuracy of the facts stated in
this  letter  and the  representations  made in your  letter  to us of even date
herewith, in our opinion:

               (1) For federal income tax purposes, no income, gain or loss will
          be recognized by a Black Hills common  shareholder upon the receipt by
          such  shareholder  of Holding  Company common stock solely in exchange
          for such shareholder's Black Hills common stock.

               (2) The aggregate tax basis of shares of the Holding Common Stock
          received by a former  holder of Black Hills  common stock in the Share
          Exchange will equal the shareholder's tax basis in the shares of Black
          Hills Stock exchanged. The holding period for the Holding Common Stock
          received  will  include the  holding  period for the Black Hills Stock
          exchanged  if and to the extent  that such shares were held as capital
          assets at the time the Share Exchange occurred.

               (3) For  federal  income  tax  purposes,  no gain or loss will be
          recognized by the Holding  Company or Black Hills on account of either
          the Share  Exchange or the  issuance  of shares of the Holding  Common
          Stock  to  the  former  Black  Hills  shareholders   pursuant  to  the
          Agreement.

               (4) For federal  income tax purposes,  the tax basis of the Black
          Hills Stock received by the Holding  Company will be the same as Black
          Hills's net asset basis immediately before the Share Exchange, subject
          to adjustments  under Treasury  Regulations  relating to  consolidated
          groups;  and the Holding  Company's  holding period in the Black Hills
          Stock  received in the Share  Exchange  will include the period during
          which that stock was held by the Shareholders.

The  opinions  stated  above  are  based  on  the  Code,  Treasury   Regulations
promulgated thereunder,  court decisions,  and published rulings of the Internal
Revenue  Service  currently in effect.  Each of these  authorities is subject to
change and any such changes could affect the validity of the above opinions.  To
the extent that the opinions  address the federal income tax consequences of the
Share  Exchange to holders of Black Hills Stock,  the  opinions  assume that the
shareholders   are  not   subject  to  special   treatment   because  of  unique
circumstances,  as could be the case, for example,  for foreign  corporations or
individuals who are not citizens or residents of the United States.

We hereby  consent to (i) the filing of this  opinion  with the  Securities  and
Exchange  Commission as an exhibit to the registration  statement  regarding the
issuance of the Holding  Common  Stock and (ii) the  reference to our firm under
the heading "Certain Income Tax Consequences" in the Proxy  Statement/Prospectus
that constitutes a part of the registration  statement.  In giving such consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.

                                            Very truly yours,

                                            MORGAN, LEWIS & BOCKIUS LLP

                                                                   Exhibit 21

                             BLACK HILLS CORPORATION

                            SUBSIDIARY OF REGISTRANT

                       Wyodak Resources Development Corp.
                             a Delaware corporation

                        Black Hills Energy Capital, Inc.
                             a Delaware corporation

               SUBSIDIARIES OF WYODAK RESOURCES DEVELOPMENT CORP.

                                  DAKSOFT, Inc.
                           a South Dakota corporation

                          Landrica Development Company
                           a South Dakota corporation

                  Black Hills Exploration and Production, Inc.
                              a Wyoming corporation

                          Black Hills Generation, Inc.
                              a Wyoming corporation

                         Black Hills Capital Group, Inc.
                           a South Dakota corporation

                 SUBSIDIARY OF BLACK HILLS ENERGY CAPITAL, INC.

                    Black Hills Independent Power Fund, Inc.
                               a Texas corporation

                 SUBSIDIARIES OF BLACK HILLS CAPITAL GROUP, INC.

                         Black Hills Fiber Systems, Inc.
                           a South Dakota corporation

                         Black Hills Coal Network, Inc.
                           a South Dakota corporation

                              Enserco Energy, Inc.
                           a South Dakota corporation

                       Black Hills Energy Resources, Inc.
                           a South Dakota corporation

                  SUBSIDIARY OF BLACK HILLS FIBER SYSTEMS, INC.

                            Black Hills FiberCom, LLC
                           a South Dakota corporation

                       SUBSIDIARY OF ENSERCO ENERGY, INC.

                                  VariFuel, LLC
                           a South Dakota corporation

                SUBSIDIARY OF BLACK HILLS ENERGY RESOURCES, INC.

                        Black Hills Energy Pipeline, LLC
                             a Delaware corporation

                      Black Hills Millenium Pipeline, Inc.
                           a South Dakota corporation

                        Black Hills Energy Terminal, LLC
                           a South Dakota corporation

                      Black Hills Millenium Terminal, Inc.
                           a South Dakota corporation

                                                               Exhibit 23.1

                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of Black Hills Corporation on Form S-4
of our report dated January 26, 2000 included in Black Hills  Corporation's Form
10-K for the year ended  December  31,  1999 and to all  references  to our Firm
included in this registration statement.

                                            ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
May 8, 2000

  

                                           UT

                                                        YEAR
                                             DEC-31-1999
                                                  DEC-31-1999
                                                     PER-BOOK
                                     347,184,000
                                   117,005,000
                                        181,199,000
                                       29,418,000
                                                          0
                                                674,806,000
                                                       21,739,000
                                      40,658,000
                                           162,239,000
                                216,606,000
                                                   0
                                                             0
                                          160,700,000
                                             97,579,000
                                               0
                                          0
                                   1,330,000
                                               0
                                             0
                                                        0
                                190,561,000
                                 674,806,000
                                     791,875,000
                                           15,789,000
                                    729,984,000
                                    745,773,000
                                        46,102,000
                                              6,425,000
                                 52,527,000
                                       15,460,000
                                                   37,067,000
                                             0
                                  37,067,000
                                       22,602,000
                                      13,189,000
                                         75,678,000
                                                        1.73
                                                        1.73