Exhibit 10.10.2 - First Amendment dated February 22, 2007, to the Severance
      Agreement dated June 29, 2005, between SEMCO Energy, Inc. and George A. Schreiber,
      Jr.


    Exhibit
      10.10.2

    
 

    FIRST
      AMENDMENT TO THE SEVERANCE AGREEMENT

    BETWEEN
      SEMCO ENERGY, INC. AND

    GEORGE
      A. SCHREIBER, JR.

    


    THIS
      FIRST AMENDMENT to the Severance Agreement (the “Agreement”) dated June 29, 2005
      by and between SEMCO Energy, Inc. (the “Company”), a corporation organized and
      existing under the laws of the State of Michigan, and George A. Schreiber,
      Jr.
      (“Executive”) is made as of this 22nd
      day of
      February, 2007.

    


    W I T N E S S E T H:

    


    WHEREAS,
      the Company and the Executive entered into the Agreement as of June 29,
      2005;

    


    WHEREAS,
      Section 3 of the Agreement provides for Executive’s compensation;

    


    WHEREAS,
      the Company’s Board of Directors has, from time to time since the execution of
      the Agreement approved adjustments to the Long-Term Incentive Award Target
      set
      forth in the Agreement; and

    


    WHEREAS,
      the Company and Executive desire to amend the Agreement to include the
      previously approved changes in the Long-Term Incentive Award Target for the
      Executive and to allow for increases in the short-term and long-term incentive
      opportunity levels from time to time without further amendments to the
      Agreement.

    


    NOW,
      THEREFORE, the Agreement is hereby amended as follows:

    


    1.  By
      adding
      the following to the end of Section 3.2:

    


    The
      percentage set forth in Exhibit C shall be reviewed annually by the Board of
      Directors, and may be increased from time to time to reflect market changes
      in
      the compensation paid to similarly-situated executives but may not be decreased
      without Executive’s written consent.

    


    2.  By
      adding
      the following to the end of Section 3.3.2:

    


    The
      Long-Term Incentive Award Target set forth in Exhibit D shall be reviewed
      annually by the Board of Directors, and may be increased from time to time
      to
      reflect market changes in the compensation paid to similarly-situated executives
      but may not be decreased without Executive’s express written
      consent.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  Exhibit
      D
      to the Agreement is amended as follows:

    


    Effective
      as of January 1, 2006, Executive’s Long-Term Incentive Award Target is increased
      from 75% multiplied by his Base Salary to 95% multiplied by his Base
      Salary.

    


    Effective
      as of January 1, 2007, Executive’s Long-Term Incentive Award Target is increased
      from 95% multiplied by his Base Salary to 100% multiplied by his Base
      Salary.

    


    Except
      as
      expressly amended hereby, the Agreement shall remain in full force and
      effect.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
      executed as of the day and year first above written.

     

    
      	 	 	 
	 	SEMCO
              ENERGY, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Lance
              S. Smotherman
	 	 	
              

            
	 	Title: 	Sr.V.P.
              of H.R. & Admin. 
	 	
              

            


    

     

    
      	 	 	 
	 	EXECUTIVE
	 
 	 
 	 
 
	 	/s/
              George A. Schreiber, Jr.
	 	
              

            
	 	 


    

     

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