Exhibit 10.12
                                 FIRST AMENDMENT
                                     TO THE
                            PENSION EQUALIZATION PLAN
                           OF BLACK HILLS CORPORATION


The Pension  Equalization  Plan of Black  Hills  Corporation  is hereby  amended
effective the 30th day of January, 2001.

1.       Add to paragraph 2, Definitions, the following definition:

         "Section  415  Benefit  Limitation"  shall mean the  limitation  on the
         provision of annual  benefits with respect to defined  benefit plans as
         set forth in Internal  Revenue Code  Section  415(b) as the same may be
         amended hereafter from time to time.

2.       Paragraph  8,  Pension  Restoration  Benefits  of the  Plan,  shall be
         amended to read as follows:

         In the event  that a  Participant's  benefit  under the  Company's  tax
         qualified  defined  benefit  plan  ("Pension  Plan") is reduced,  or is
         required  to  be  reduced,  because  of  (i)  the  Annual  Compensation
         Limitation;  (ii) the  Section  415  Benefit  Limitation;  or (iii) the
         Participant's  deferral  of  salaries  or  bonus  under  the  Company's
         Nonqualified Deferred Compensation Plan, then, the Participant shall be
         entitled  to  receive  an  additional  benefit  ("Pension   Restoration
         Benefit"),  which shall be measured by the  difference  between (x) the
         monthly benefit which would have been provided to the Participant under
         the Pension  Plan without  regard to the  reduction in the Pension Plan
         benefit  caused by any of the foregoing  limitations  in (i),  (ii), or
         (iii)  above,  and  (y)  the  monthly  benefit  to be  provided  to the
         Participant  under the Pension Plan.  The Pension  Restoration  Benefit
         shall be determined using the same factors,  actuarial or otherwise, as
         used in determining the Participant's Pension Plan benefit and shall be
         payable at like times and manner as the Pension Plan benefit.



                                                     BLACK HILLS CORPORATION



                                                     By /s/ Daniel P. Landguth
                                                     Its Chairman & CEO