SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                                December 20, 2002
                        (Date of earliest event reported)

                             BLACK HILLS CORPORATION
             (Exact name of Registrant as specified in its charter)

     South Dakota                      001-31303                  46-0458824
(State of Incorporation)         (Commission File No.)          (IRS Employer
                                                          Identification Number)

                                625 Ninth Street
                                 P. O. Box 1400
                         Rapid City, South Dakota 57709
                    (Address of principal executive offices)

                                 (605) 721-1700
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address if changed since last report)

Item 5.           Other Information.

                  On December 20, 2002 Black Hills Corporation entered into
                  employment agreements with Daniel P. Landguth, Chief Executive
                  Officer and Everett E. Hoyt, President and Chief Operating
                  Officer. Copies of the employment agreements are attached as
                  exhibits to this Form 8-K.

Item 7.           Financial Statements and Exhibits.

                  (c)  Exhibits:

                    10.1 Employment  Agreement  dated  December 20, 2002, by and
                         between  Black  Hills  Corporation,  as  employer,  and
                         Daniel P. Landguth, as employee.

                    10.2 Employment  Agreement  dated  December 20, 2002, by and
                         between  Black  Hills  Corporation,  as  employer,  and
                         Everett E. Hoyt, as employee.

                    10.3 First Amendment to Agreement for  Supplemental  Pension
                         Benefit  dated  December 20, 2002, by and between Black
                         Hills  Corporation  and its  Subsidiary  Companies  and
                         Everett E. Hoyt.

                                       2

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            BLACK HILLS CORPORATION

                                            By:    /s/ Mark T. Thies
                                                   ___________________________
                                                   Mark T. Thies
                                                   Sr. Vice President
                                                   and Chief Financial Officer

Date:   December 23, 2002

                                       3

                                  Exhibit Index

Exhibit
Number       Description

10.1         Employment  Agreement  dated  December 20, 2002, by and between
             Black Hills Corporation, as employer, and Daniel P. Landguth,
             as employee.

10.2         Employment Agreement dated December 20, 2002, by and between
             Black Hills Corporation, as employer, and Everett E. Hoyt, as
             employee.

10.3         First Amendment to Agreement for Supplemental Pension Benefit
             dated December 20, 2002, by and between Black Hills Corporation
             and its Subsidiary Companies and Everett E. Hoyt.

                                       4

                                                                  Exhibit 10.1

                              EMPLOYMENT AGREEMENT

Agreement made, effective as of December 20, 2002, by and between Black Hills
Corporation, a South Dakota corporation, with its principal office located at
625 Ninth Street, Rapid City, South Dakota, referred to in this agreement as
Employer, Black Hills or Company, and Daniel P. Landguth, of Rapid City, South
Dakota, referred to in this agreement as Employee or Landguth.

                                    RECITALS

A.   Employer is a public  company  engaged in the business of fuel  production,
     energy marketing,  wholesale power generation,  regulated  electric utility
     and telecommunications.

B.   Employee has been employed by the Company in various capacities since 1969.
     He is currently employed as its Chief Executive Officer, and is a member of
     the Board of Directors,  serving as its Chairman.  Employee has substantial
     experience in the  above-designated  business  activities  and has provided
     valuable  leadership  for the  Company  in a period of  remarkable  growth.
     Employee  and  Company  now  seek  to plan  for an  orderly  transition  of
     leadership  in the  Company  during the term of this  Agreement  and beyond
     Employee's retirement.

C.   Employee is willing to continue his employment by Employer, and Employer is
     willing to continue its  employment of Employee,  on the terms,  covenants,
     and conditions set forth in this Agreement.

In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this agreement, the parties agree as follows:

                                   SECTION ONE
                  EMPLOYMENT AND INDEPENDENT CONTRACTOR DUTIES

A.   From the date of this  Agreement  until June 1, 2005,  ("Employment  Term")
     Employer employs,  engages,  and hires employee as Chief Executive Officer,
     to perform  such  services as are  customarily  performed  by an  executive
     officer of a public  company,  in such position,  and additional  duties as
     requested or directed in good faith by the Board of Directors.

B.   From June 1, 2005  until May 31,  2008,  ("Contractor  Term")  Black  Hills
     hereby  engages and hires  Landguth as an  independent  contractor,  in the
     capacity of Senior Advisor to the Chief Executive Officer,  to perform such
     services  as  requested  by the Chief  Executive  Officer  of the  Company.
     Landguth accepts and agrees to such hiring and engagement.  In the capacity
     of Senior  Advisor,  Landguth will not be considered an officer or employee
     of Black Hills or any of its subsidiaries nor shall his engagement  include
     any policy-making functions for the Company or its subsidiaries.

C.   In the  implementation  of its  succession  plan,  the Company may employ a
     successor to the office of Chief  Executive  Officer prior to June 1, 2005,
     but in such event,  Employee shall  nonetheless  receive  compensation  and
     benefits  as  provided  herein.  The title and duties of Employee as Senior
     Advisor under

                                       1

     this Agreement,  in that event,  shall be advanced from the dates specified
     above,  but the  periodic  compensation  provided  herein shall remain
     unchanged.

                                   SECTION TWO
                            BEST EFFORTS OF EMPLOYEE

Employee agrees that he will at all times faithfully, industriously, and to the
best of his ability, experience, and talents, perform all of the duties that may
be required of and from him pursuant to the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer, and in accordance with
Company policies, applicable law and regulations. Such duties shall be rendered
principally at 625 Ninth Street, Rapid City, South Dakota, and intermittently at
such other place or places as Employer shall in good faith require or as the
interest, needs, business, or opportunity of Employer shall require.

                                  SECTION THREE
                               TERM OF EMPLOYMENT

The term of this Agreement shall be the period commencing on December 20, 2002
and terminating May 31, 2008, ("Termination Date"), except as provided in
Section Eight of the Agreement with respect to termination for cause. The
parties may extend the term of this Agreement on such terms as are provided in a
written modification of this Agreement, signed by both parties.

                                  SECTION FOUR
                            COMPENSATION OF EMPLOYEE

A.   Employer shall pay Employee,  and Employee  shall accept from Employer,  in
     full payment for Employee's services under this Agreement,  compensation as
     follows:

     1. During the  Employment  Term,  Employer  shall pay, and  Employee  shall
accept from Employer,  in full payment for Employee's  services an annual salary
rate not less than $516,000.00.  Subject to the evaluation and recommendation of
the Compensation Committee,  the Board of Directors may approve annual increases
in Employee's salary rate as Chief Executive  Officer.  The Company may employ a
successor to the office of Chief Executive Officer.

     2. During the Contractor  Term, while Landguth is engaged as Senior Advisor
to the Chief Executive Officer, Black Hills shall pay, and Landguth shall accept
from Black Hills,  in full payment for  Landguth's  services,  annual payment as
follows:

                  a.       June 1, 2005 to May 31, 2006, the sum of $300,000;
                  b.       June 1, 2006 to May 31, 2007, the sum of $200,000;
                  c.       June 1, 2007 to May 31, 2008, the sum of $100,000.

B.   During both the Employment  Term, and the Contractor  Term,  Employer shall
     reimburse  Employee for all necessary  expenses  incurred by Employee while
     traveling on behalf of Employer.  Throughout the Employment Term,  Employee
     shall be eligible to receive and  participate  in all  vacation and holiday

                                       2

     pay,  benefit  plans,  perquisites,  retirement,  disability  and  deferred
     compensation  plans,  health and life  insurance,  customarily  provided to
     executive employees of the Company,  consistent with its past practices and
     approved plans.  During the Employment Term , Employee shall be eligible to
     receive or  participate  in  incentive  and other  bonus  payment  programs
     customarily provided to executive officers of the Company,  consistent with
     its past practices and approved plans.

C.   From and after the  expiration of the  Employment  Term,  Employee shall be
     deemed to have retired from his employment with the Company for purposes of
     determining  his  eligibility  for benefits  under  Company  benefit  plans
     relating to retirees.

D.   The Company shall approve payment of undiscounted Pension Equalization Plan
     (PEP)  Benefits  to  Employee,  at the rate and terms  that would have been
     payable  commencing  at the age of 62,  such  that full PEP  Benefits  will
     commence on June 1, 2005.

                                  SECTION FIVE
                              EXCLUSIVE EMPLOYMENT

During the Employment Term, Employee shall devote all of his time, attention,
knowledge, and skills solely to the business and interest of Employer, and
Employer shall be entitled to all of the benefits, profits, or other issues
arising from or incident to all work, services, and advice of Employee. Employee
shall not, during the Employment Term, be interested directly or indirectly, as
partner, officer, shareholder, employee, in any other business similar to
Employer's business or any allied trade; provided, however, that nothing
contained in this section shall be deemed to prevent or to limit the right of
Employee to invest any of his money in the capital stock or other securities of
any corporation whose stock or securities are publicly owned or are regularly
traded on any public exchange. Employee may accept appointment as a director of
another public or private corporation, provided that he complies with the
Company's Governance Guidelines, including the requirement for Board approval of
such assignments.

                                   SECTION SIX
                  STRATEGIC, FINANCIAL AND SUCCESSION PLANNING

During the Employment Term, Employee shall render all services required by the
Company, and provide counsel, strategic and financial planning and direction to
the Company, for the benefit of Employer and its shareholders, in full
compliance with applicable laws and regulations. Employee shall provide services
as requested, to support and make recommendations to the Board of Directors
concerning an orderly transition to succeeding leadership in the office of Chief
Executive Officer. In addition, for the remainder of his employment as Chief
Executive Officer, Employee shall continue to oversee the design, direction, and
implementation of a succession planning program. Consistent with guidelines
established by the Board of Directors, the program shall, among other
provisions: establish and revise policies and procedures; define present and
future corporate work requirements and competencies; identify key positions and
performance requirements; appraise and evaluate participants; establish
individual development plans; and identify challenges and undertake steps to
ensure the timely implementation of the program.

                                       3

                                  SECTION SEVEN
                        CONFIDENTIALITY AND TRADE SECRETS

Except as required by law, Employee shall not at any time or in any manner,
either directly or indirectly, divulge, disclose or communicate to any person,
firm, corporation, or other entity in any manner whatsoever any information
concerning any matters affecting or relating to the business of Employer,
including but not limited to any of its customers, counter-party arrangements,
the prices it obtains or has obtained from the sale of, or at which it sells or
has sold, its products, or any other information concerning the business of
Employer, its manner of operation, its plans, processes, financial or business
strategy or other similar data. Employer and Employee specifically and expressly
stipulate that as between them, such matters are important, material, and
confidential and gravely affect the effective and successful conduct of the
business of Employer, and Employer's good will, and that any breach of the terms
of this section shall be a material breach of this agreement.

                                  SECTION EIGHT
                                   TERMINATION

A.   Termination  without  Cause.  This  Agreement  may be  terminated by either
     party,  for any reason,  without just cause,  on thirty (30) days'  written
     notice  to the  other.  If  Employer  shall so  terminate  this  Agreement,
     Employee shall be entitled to receive payment of compensation  and benefits
     as provided in this Agreement  through and including the Termination  Date.
     If Employee  shall so terminate  this  Agreement,  Employee  shall  receive
     compensation  and  benefits  as  provided  in this  Agreement  through  the
     effective  date  of such  termination  of  employment.  In the  event  that
     Employee's  employment  is  terminated  (actually or  constructively)  as a
     result of a "Change of Control" , as defined in Company-approved  Change of
     Control Agreements, the parties agree that Employee shall be deemed to have
     been terminated without cause for purposes of this Agreement.

B.   Termination  by  Employer  for  Cause.  In the  event of any  violation  by
     Employee  of any of the terms of this  Agreement,  or for other just cause,
     Employer may terminate this Agreement and Employee's employment upon thirty
     (30)  days'  written  notice and with  compensation  and  benefits  paid to
     employee  through the date of such  termination.  The written  notice shall
     state the grounds for termination.  For purposes of this Agreement, "Cause"
     or "Just Cause" means (i) an act or acts of dishonesty  on Employee's  part
     which are intended to result in his substantial  personal enrichment at the
     expense  of Black  Hills;  (ii)  repeated  violations  by  Employee  of his
     obligations  under  this  Agreement  which  are  demonstrably  willful  and
     deliberate on his part and which result in material  injury to Black Hills;
     (iii)  conduct of a criminal  nature which has or which is more likely than
     not to have a  material  adverse  effect  on Black  Hills's  reputation  or
     standing  in the  community  or on its  continuing  relationships  with its
     customers or those who  purchase or use its  products;  or (iv)  fraudulent
     conduct  in  connection  with the  business  or  affairs  of  Black  Hills,
     regardless  of whether said  conduct is designed to defraud  Black Hills or
     others.

C.   Termination  by  Employee  for Good  Reason.  Employee  may  terminate  his
     employment  at any time for Good Reason.  For  purposes of this  Agreement,
     "Good Reason" means the good faith  determination  by Employee that any one
     or more of the following  have  occurred:  (i) without the express  written
     consent  of   Employee,   any   change(s)   in  any  of  the   duties,   or
     responsibilities of Employee which is (are) inconsistent in any substantial

                                       4

     respect  with  Employee's   position,   duties,  or   responsibilities   as
     contemplated by this Agreement; (ii) any failure by Employer to comply with
     any of the provisions of this Agreement,  other than an  insubstantial  and
     inadvertent  failure remedied by Employer  promptly after receipt of notice
     thereof  given  by  Employee;   (iii)  without  Employee's   consent,   any
     requirement  by Employer  that  Employee be based at any office or location
     other than an office or location in Rapid City,  South  Dakota,  except for
     travel    reasonably    required   in   the   performance   of   Employee's
     responsibilities;  (iv) any proposed  termination by Employer of Employee's
     employment otherwise than as permitted by this Agreement

D.   It is further agreed that any breach or evasion of any of the terms of this
     Agreement by either party will result in immediate and  irreparable  injury
     to the  other  party  and will  authorize  recourse  to  injunction  and or
     specific performance as well as to all other legal or equitable remedies to
     which such injured party may be entitled under this Agreement.

E.   In the event of termination by Employer  without cause,  or by Employee for
     good  reason,  Employee  shall be  entitled  to  receive  compensation  and
     benefits  as  provided  in  this   Agreement   through  and  including  the
     Termination Date, and he shall receive credit for thirty-five (35) years of
     service with the Company for purposes of determining  his  eligibility  for
     benefits under the Company's retirement and pension plans.

                                  SECTION NINE
                       TERMINATION FOR DEATH OR DISABILITY

A.   Notwithstanding  anything in this  Agreement to the contrary,  Employer may
     terminate this Agreement in the event that Employee shall,  during the term
     of this  Agreement,  die or become  permanently  disabled.  Employer  shall
     provide  written notice to Employee or his personal  representative  of its
     election to terminate this  Agreement for these  reasons.  On the giving of
     such  notice,  this  Agreement  shall cease on the last day of the month in
     which the notice is  delivered.  In the event of  termination  for  reasons
     specified  in this  Section,  Employee  shall be given  credit for years of
     service  through the  Termination  Date,  for purposes of  determining  his
     eligibility for benefits under the Company's retirement and pension plans.

B.   For the purposes of this Agreement, Employee shall be deemed to have become
     permanently  disabled  according to the terms of Employer's  Short Term and
     Long Term Disability Plans currently in effect at the time of disability.

                                   SECTION TEN
                             CHOICE OF LAW AND VENUE

It is the intention of the parties that the terms of this Agreement and the
parties' performance under this Agreement, shall be construed and determined in
accordance with and pursuant to the laws of the State of South Dakota. Any
action, special proceeding or other proceeding that may be brought arising out
of, in connection with, or by reason of this Agreement, shall be brought or
filed exclusively in the state or federal courts located in Pennington County,
South Dakota.

                                       5

                                 SECTION ELEVEN
                            MISCELLANEOUS PROVISIONS

A.   Complete   Agreement.   This  Agreement  contains  the  complete  agreement
     concerning the employment  arrangement between the parties and shall, as of
     the  effective  date of this  Agreement,  supersede  all  other  agreements
     between the parties. The parties agree that the Change of Control Agreement
     between them shall be cancelled upon the execution of this  Agreement.  The
     parties  stipulate  that neither of them has made any  representation  with
     respect to the  subject  matter of this  Agreement  or any  representations
     including  the  execution  and  delivery  of  this  Agreement  except  such
     representations  as are specifically set forth in this Agreement.  Employee
     has relied on his own judgment in entering into this Agreement. The parties
     further acknowledge that any payments or representations that may have been
     made by  either of them to the other  prior to the date of  executing  this
     Agreement  are of no effect  and that  neither  of them has  relied on such
     payments or representations in connection with its dealings with the other.

B.   Partial  Invalidity.  The  invalidity of any portion of this Agreement will
     not and shall not be deemed to affect the validity of any other  provision.
     In the event that any  provision  of this  Agreement is held to be invalid,
     the parties  agree that the  remaining  provisions  shall  continue in full
     force and effect as if they were executed by both parties subsequent to the
     avoidance of the invalid provision.

C.   Non-Waiver.  The failure of either  party to this  Agreement to insist upon
     the  performance of any of the terms and conditions of this  Agreement,  or
     the  waiver  of any  breach  of any of the  terms  and  conditions  of this
     Agreement,  shall not be construed as thereafter waiving any such terms and
     conditions, but the same shall continue and remain in full force and effect
     as if no such forebearance or waiver had occurred.

D.   Modification  and  Assignment.   Any  modification  of  this  agreement  or
     additional  obligation  assumed  by either  party in  connection  with this
     Agreement  shall be binding  only if  evidenced  in writing  signed by each
     party or an authorized representative of each party. This Agreement may not
     be assigned by either party without the written consent of the other.

E.   Binding upon Successors.  This Agreement shall be binding upon and inure to
     the  benefit  of  the  parties,  their  heirs,  personal   representatives,
     successors and assigns.

F.   Notices.  All notices  required under this Agreement  shall be delivered as
     follows:

If to Employee:
                           Daniel P. Landguth
                           23448 Sand Ct.
                           Rapid City, SD   57702

                                       6

If to Employer:
                           Black Hills Corporation
                           625 Ninth Street
                           P.O. Box 1400
                           Rapid City, South Dakota   57709
                           Attention: Steven J. Helmers, General Counsel

In witness of the above, each party to this Agreement has caused it to be
executed at Rapid City, South Dakota, on the date indicated below.

Black Hills Corporation                               Daniel P. Landguth
By: /s/ Steven J. Helmers                             /s/ Daniel P. Landguth
Its:  General Counsel and Corporate Secretary         Date:   December 20, 2002
Date: December 20, 2002

                                       7

                                                                 Exhibit 10.2

                              EMPLOYMENT AGREEMENT

  Agreement made, effective as of December 20, 2002 by and between Black Hills
Corporation, a South Dakota corporation, with its principal office located at
625 Ninth Street, Rapid City, South Dakota, referred to in this agreement as
Employer, Black Hills or Company, and Everett E. Hoyt, of Rapid City, South
Dakota, referred to in this agreement as Employee.

                                    RECITALS

A.   Employer is a public  company  engaged in the business of fuel  production,
     energy marketing,  wholesale power generation,  regulated electric utility,
     and telecommunications.

B.   Employee has been employed by the Company in various capacities since 1989,
     and is currently  employed as its  President and Chief  Operating  Officer.
     Employee  has  substantial  experience  in  the  above-designated  business
     activities and has provided valuable  leadership for the Company.  Employee
     is  eligible to retire  from the  Company at the  present  time,  but could
     continue his employment with the Company until  mandatory  retirement as an
     officer of the Company, at age sixty-five (65), on August 8, 2004.

C.   Employee is willing to continue his employment by Employer, and Employer is
     willing to continue its  employment of Employee,  on the terms,  covenants,
     and conditions set forth in this Agreement.

In consideration of the matters  described above, and of the mutual benefits and
obligations set forth in this agreement, the parties agree as follows:

                                   SECTION ONE
                              EMPLOYMENT AND DUTIES

A.   Employer  employs,  engages,  and hires employee as an executive officer of
     the Company to perform services in the management of business activities of
     the Company,  as assigned by the Chief Executive Officer.  Employee accepts
     and  agrees to such  hiring,  engagement,  and  employment,  subject to the
     general  supervision and pursuant to the orders,  advice,  and direction of
     the Company, through its Board of Directors and Chief Executive Officer.

B.   Employee  shall perform such other duties as are  customarily  performed by
     one  holding  such  position  in other,  same,  or  similar  businesses  or
     enterprises  as that  engaged in by  Employer,  and shall also  render such
     other and unrelated services and duties as may be assigned to him from time
     to time by Employer.

                                   SECTION TWO
                            BEST EFFORTS OF EMPLOYEE

Employee agrees that he will at all times faithfully,  industriously, and to the
best of his ability, experience, and talents, perform all of the duties that may
be required of and from him pursuant to the express and  implicit  terms of this

                                       1

Agreement,  to the  reasonable  satisfaction  of Employer,  in  accordance  with
policies of the Company,  applicable law and  regulations.  Such duties shall be
rendered  principally  at 625  Ninth  Street,  Rapid  City,  South  Dakota,  and
intermittently  at such other  place or places as  Employer  shall in good faith
require or as the interest,  needs,  business,  or opportunity of Employer shall
require.

                                  SECTION THREE
                               TERM OF EMPLOYMENT

The term of this  Agreement  shall be the period  commencing on the date of this
Agreement,  and  terminating  August 8, 2004,  ("Termination  Date"),  except as
provided in Section  Eight of the  Agreement  with  respect to  termination  for
cause.

                                  SECTION FOUR
                            COMPENSATION OF EMPLOYEE

Employer shall pay Employee,  and Employee  shall accept from Employer,  in full
payment for Employee's services under this Agreement,  compensation at an annual
salary rate not less than $347,800.00, while this Agreement shall be in force.

Employer  shall  reimburse  Employee  for all  necessary  expenses  incurred  by
Employee while traveling  pursuant to Employer's  directions.  Employee shall be
eligible  to receive or  participate  in all other  vacation  and  holiday  pay,
benefit plans,  perquisites,  retirement,  disability and deferred  compensation
plans,  health  and  life  insurance,  incentive  and  bonus  payments,  all  as
customarily  provided to executive officers of the Company,  consistent with its
past practices and approved plans. From and after the Termination Date, Employee
shall be  deemed  to have  retired  from his  employment  with the  Company  for
purposes of determining his eligibility for benefits under Company benefit plans
relating to retirees.

                                  SECTION FIVE
                              EXCLUSIVE EMPLOYMENT

Employee shall devote all of his time, attention,  knowledge,  and skills solely
to the business and interest of Employer,  and Employer shall be entitled to all
of the benefits,  profits, or other issues arising from or incident to all work,
services,  and advice of Employee.  Employee shall not,  during the term of this
Agreement,   be  interested  directly  or  indirectly,   as  partner,   officer,
shareholder,  advisor,  employee,  in any other  business  similar to Employer's
business or any allied trade; provided,  however, that nothing contained in this
section  shall be deemed to prevent or to limit the right of  Employee to invest
any of his money in the capital  stock or other  securities  of any  corporation
whose stock or  securities  are publicly  owned or are  regularly  traded on any
public exchange. Employee may accept appointment as a director of another public
or  private  company   provided  he  complies  with  the  Company's   Governance
Guidelines, including Board approval of such appointments.

                                       2

                                   SECTION SIX
                    RECOMMENDATIONS FOR IMPROVING OPERATIONS

Employee  shall make  available to Employer all  information  of which  Employee
shall have any knowledge and shall make all suggestions and recommendations that
will be of mutual benefit to Employer and Employee.

                                  SECTION SEVEN
                        CONFIDENTIALITY AND TRADE SECRETS

Except as required by law, Employee shall not at any time or in any manner,
either directly or indirectly, divulge, disclose or communicate to any person,
firm, corporation, or other entity in any manner whatsoever any information
concerning any matters affecting or relating to the business of Employer,
including but not limited to any of its customers, counter-party arrangements,
the prices it obtains or has obtained from the sale of, or at which it sells or
has sold, its products, or any other information concerning the business of
Employer, its manner of operation, its plans, processes, financial or business
strategy or other similar data. Employer and Employee specifically and expressly
stipulate that as between them, such matters are important, material, and
confidential and gravely affect the effective and successful conduct of the
business of Employer, and Employer's good will, and that any breach of the terms
of this section shall be a material breach of this Agreement.

                                  SECTION EIGHT
                                   TERMINATION

A.   Termination  without  Cause.  This  agreement  may be  terminated by either
     party,  for any reason,  without just cause,  on thirty (30) days'  written
     notice  to the  other.  If  Employer  shall so  terminate  this  Agreement,
     Employee shall be entitled to receive payment of compensation  and benefits
     as provided in this Agreement  through and including the Termination  Date.
     If Employee  shall so terminate  this  Agreement,  Employee  shall  receive
     compensation  and  benefits  as  provided  in this  Agreement  through  the
     effective  date  of such  termination  of  employment.  In the  event  that
     Employee's  employment  is  terminated  (actually or  constructively)  as a
     result of a "Change of Control" , as defined in Company-approved  Change of
     Control Agreements, the parties agree that Employee shall be deemed to have
     been terminated without cause for purposes of this Agreement.

B.   Termination  by  Employer  for  Cause.  In the  event of any  violation  by
     Employee  of any of the terms of this  Agreement,  or for other just cause,
     Employer may terminate this Agreement and Employee's employment upon thirty
     (30)  days'  written  notice and with  compensation  and  benefits  paid to
     employee  through the date of such  termination.  The written  notice shall
     state the grounds for termination.  For purposes of this Agreement, "Cause"
     or "Just Cause" means (i) an act or acts of dishonesty  on Employee's  part
     which are intended to result in his substantial  personal enrichment at the
     expense  of Black  Hills;  (ii)  repeated  violations  by  Employee  of his
     obligations  under  this  Agreement  which  are  demonstrably  willful  and
     deliberate on his part and which result in material  injury to Black Hills;
     (iii)  conduct of a criminal  nature which has or which is more likely than
     not to have a  material  adverse  effect  on Black  Hills's  reputation  or
     standing  in the  community  or on its  continuing  relationships  with its
     customers or those who  purchase or use its  products;  or (iv)  fraudulent

                                       3

     conduct  in  connection  with the  business  or  affairs  of  Black  Hills,
     regardless  of whether said  conduct is designed to defraud  Black Hills or
     others.

C.   Termination  by  Employee  for Good  Reason.  Employee  may  terminate  his
     employment  at any time for Good Reason.  For  purposes of this  Agreement,
     "Good Reason" means the good faith  determination  by Employee that any one
     or more of the following  have  occurred:  (i) without the express  written
     consent  of   Employee,   any   change(s)   in  any  of  the   duties,   or
     responsibilities of Employee which is (are) inconsistent in any substantial
     respect  with  Employee's   position,   duties,  or   responsibilities   as
     contemplated by this  Agreement;  (ii) any failure by Black Hills to comply
     with any of the provisions of this Agreement,  other than an  insubstantial
     and inadvertent  failure  remedied by Black Hills promptly after receipt of
     notice thereof given by Employee;  (iii) without  Employee's  consent,  any
     requirement by Black Hills that Employee be based at any office or location
     other than an office or location in Rapid City,  South  Dakota,  except for
     travel    reasonably    required   in   the   performance   of   Employee's
     responsibilities;   (iv)  any  proposed   termination  by  Black  Hills  of
     Employee's employment otherwise than as permitted by this Agreement

D.   It is further agreed that any breach or evasion of any of the terms of this
     Agreement by either party will result in immediate and  irreparable  injury
     to the  other  party  and will  authorize  recourse  to  injunction  and or
     specific performance as well as to all other legal or equitable remedies to
     which such injured party may be entitled under this Agreement.

E.   In the event of termination by Employer  without Cause,  or by Employee for
     Good  Reason,  Employee  shall be  entitled  to  receive  compensation  and
     benefits  as  provided  in  this   Agreement   through  and  including  the
     Termination Date.

                                  SECTION NINE
                       TERMINATION FOR DEATH OR DISABILITY

A.   Notwithstanding  anything in this  Agreement to the contrary,  Employer may
     terminate this Agreement in the event that Employee shall,  during the term
     of this  Agreement,  die or become  permanently  disabled.  Employer  shall
     provide  written notice to Employee or his personal  representative  of its
     election to terminate this  Agreement for these  reasons.  On the giving of
     such notice, this Agreement, and the employment of Employee, shall cease at
     the end month in which the notice is delivered. In the event of termination
     for reasons  specified in this Section,  Employee shall be given credit for
     years of service through the Termination  Date, for purposes of determining
     his right to receive  benefits  under any retirement or pension plan of the
     Company.

B.   For the purposes of this Agreement, Employee shall be deemed to have become
     permanently  disabled  according to the terms of Employer's  Short Term and
     Long Term Disability Plans currently in effect at the time of disability.

                                       4

                                   SECTION TEN
                             CHOICE OF LAW AND VENUE

It is the  intention  of the parties  that the terms of this  Agreement  and the
parties' performance under this Agreement, shall be construed in accordance with
and under and  pursuant  to the laws of the State of South  Dakota.  Any action,
special  proceeding or other  proceeding  that may be brought arising out of, in
connection  with, or by reason of this  Agreement,  shall be brought or filed in
the state or federal courts located in Pennington County, South Dakota.

                                 SECTION ELEVEN
                            MISCELLANEOUS PROVISIONS

A.   Complete   Agreement.   Together  with  the  terms  of  the  Agreement  for
     Supplemental  Pension  Benefit  dated  January 20, 1992,  as amended,  this
     Agreement  contains  the  complete  agreement   concerning  the  employment
     arrangement between the parties and shall. As of the effective date of this
     Agreement,  and  except  for the terms of the  Agreement  for  Supplemental
     Pension  Benefit  cited above,  this  Agreement  shall  supersede all other
     agreements  between  the  parties.  The  parties  agree  that the Change of
     Control  Agreement  between them shall be cancelled  upon the  execution of
     this  Agreement.  The parties  stipulate  that neither of them has made any
     representation  with respect to the subject matter of this Agreement or any
     representations  including  the  execution  and delivery of this  Agreement
     except  such   representations  as  are  specifically  set  forth  in  this
     Agreement.  Employee has relied on his own  judgment in entering  into this
     Agreement.   The  parties   further   acknowledge   that  any  payments  or
     representations  that may have  been  made by  either  of them to the other
     prior to the date of  executing  this  Agreement  are of no effect and that
     neither  of  them  has  relied  on  such  payments  or  representations  in
     connection with its dealings with the other.

B.   Partial  Invalidity.  The  invalidity of any portion of this Agreement will
     not and shall not be deemed to affect the validity of any other  provision.
     In the event that any  provision  of this  Agreement is held to be invalid,
     the parties  agree that the  remaining  provisions  shall  continue in full
     force and effect as if they were executed by both parties subsequent to the
     avoidance of the invalid provision.

C.   Non-Waiver.  The failure of either  party to this  Agreement to insist upon
     the  performance of any of the terms and conditions of this  Agreement,  or
     the  waiver  of any  breach  of any of the  terms  and  conditions  of this
     Agreement,  shall not be construed as thereafter waiving any such terms and
     conditions, but the same shall continue and remain in full force and effect
     as if no such forebearance or waiver had occurred.

D.   Modification  and  Assignment.   Any  modification  of  this  agreement  or
     additional  obligation  assumed  by either  party in  connection  with this
     Agreement  shall be binding  only if  evidenced  in writing  signed by each
     party or an authorized representative of each party. This Agreement may not
     be assigned by either party without the written consent of the other.

E.   Binding upon Successors.  This Agreement shall be binding upon and inure to
     the  benefit  of  the  parties,  their  heirs,  personal   representatives,
     successors and assigns.

                                       5

F.   Notices.  All notices  required under this Agreement  shall be delivered as
     follows:  If to  Employee:  Everett E. Hoyt 4422  Carriage  Hills Dr. Rapid
     City, SD 57702

If to Employer:
                           Black Hills Corporation
                           625 Ninth Street
                           P.O. Box 1400
                           Rapid City, South Dakota   57709
                           Attention: Steven J. Helmers, General Counsel

In witness of the above, each party to this Agreement has caused it to be
executed at Rapid City, South Dakota, on the date indicated below.

Black Hills Corporation
By: /s/ Steven J. Helmers
Its:  General Counsel and Corporate Secretary
Date: December 20, 2002

Everett E. Hoyt

/s/ Everett E. Hoyt
Date: December 20, 2002

                                       6

                                                                Exhibit 10.3

         FIRST AMENDMENT TO AGREEMENT FOR SUPPLEMENTAL PENSION BENEFIT

This First Amendment to the Agreement for Supplemental Pension Benefit
("Amendment") made as of the 20th day of December, 2002, by and between Black
Hills Corporation and its Subsidiary Companies ("Employer"), and Everett E. Hoyt
("Employee").

Whereas, Employer and Employee entered into an Agreement for Supplemental
Pension Benefit ("Agreement") dated January 20, 1992; and

Whereas the parties  desire to make certain  amendments  to the Agreement on the
terms and conditions set forth herein;

Now, therefore, in consideration of the employment of Employee, and for other
good and valuable consideration, the parties agree as follows:

     1. The  Agreement  shall be and hereby is amended to include a defined term
on page (1) one as follows:

     "Pension Plan" shall mean, for purposes of this  Agreement,  the Employee's
Defined Benefit Plan, Pension Plan and Pension Equalization Plan.

     2.  Paragraph 8 of the Agreement  shall be and hereby is amended to include
the following provision:

     " This  Agreement  may be modified or amended  only by a written  agreement
signed by the parties."

     3. The Agreement  shall be and hereby is amended to include a new paragraph
as follows:

     "9. INVALID PROVISIONS.

     If any provision of this Agreement,  as amended by the written agreement of
the parties,  is held to be illegal,  invalid or unenforceable  under present or
future  laws,  such  provision  shall  be  fully  severable  and  the  remaining
provisions of this Agreement shall remain in full force and effect and shall not
be  affected  by the  illegal,  invalid  or  unenforceable  provision  or by its
severance."

     4. The Agreement,  as hereby amended,  contains the entire agreement of the
parties  regarding  the subject  matter  hereof.  Amendment  shall be  effective
immediately upon execution by both parties.

                                       1

BLACK HILLS CORPORATION                                  EVERETT E. HOYT
By: /s/ Steven J. Helmers                                /s/ Everett E. Hoyt
Its: General Counsel and Corporate Secretary
Date: December 20, 2002                                  Date: December 20, 2002

                                       2