Exhibit 10.9.8 - Form of Employee Performance Share Unit Award Agreement, effective
      for grants on or after January 1, 2007


    
      Exhibit
        10.9.8
SEMCO
      ENERGY, INC. 

    2004
      Stock Award and Incentive Plan

    


    EMPLOYEE
      PERFORMANCE SHARE UNIT AWARD AGREEMENT

    


    


    
      	
               

              Grantee:

            	
               

              [First
                Middle Last]

            
	
              Target
                Grant:

            	
              [
                ]
                units 

            
	
              Performance
                Period

            	
              _____________
                through

              _____________

            
	
              Grant
                Date:

            	
              _______________

            


    

    


    THIS
      PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is effective as of the Grant Date
      stated above, by and between SEMCO Energy, Inc. and the Grantee.

    WHEREAS,
      the Performance Share Units described in this Agreement have been granted
      pursuant to, and are governed by, the Plan;

    NOW,
      THEREFORE, the Company and the Grantee hereby agree as follows:

    


    1.     Performance
      Share Unit Grant.
      Subject
      to the terms and conditions of this Agreement, the Company hereby grants to
      Grantee a Target Grant of Performance Share Units as specified
      above.

    2.     Award
      of Performance Share Units.
      

    (a)     The
      Grantee will receive an award of a percentage of his Target Grant of Performance
      Share Units as of the last day of the Performance Period if he remains actively
      employed with the Company on such date and if the threshold level of performance
      is met or exceeded with respect to at least one of the performance goals
      established by the Committee for such Performance Period. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)     Schedule
      A to this Agreement sets forth Grantee’s performance goals, the portion of the
      Target Grant that will be available for an award with respect to each
      performance goal (the “Performance Target”) and the percentage of that
      Performance Target that will be awarded based upon the actual performance level
      achieved with respect to such performance goal during the Performance Period.
      The total Performance Share Units awarded pursuant to this Agreement shall
      equal
      the sum of the Performance Share Units awarded with respect to each performance
      goal. 

    3.     Awards
      on Certain Events.
      Notwithstanding the requirement in Section 2 of this Agreement that a Grantee
      be
      actively employed on the last day of the Performance Period:

    
      	a)  	
              Performance
                Share Units shall be awarded at the end of the Performance Period
                pursuant
                to Section 2 to any Grantee who terminates employment during the
                Performance Period:

            


    

    
      
        	 	(i)	on
                the Grantee’s Retirement Date;
	 	(ii)	on
                the Grantee’s Disability Retirement Date;
	 	(iii)	on
                the date of the Grantee’s death prior to his termination of employment
                from the Corporation; or
	 	(iv)	as
                a result of a Change in Control.


      

    

    The
      number of Performance Share Units awarded pursuant to this Section 3(a) shall
      equal the product of the Performance Share Units that would otherwise be awarded
      had the Grantee remained employed until the last day of the Performance Period
      multiplied by (1) the number of days the Grantee was employed during the
      Performance Period over (2) the number of days in the Performance
      Period.

    
      	b)  	
              In
                the event that a transaction constituting a Change in Control is
                consummated, as of the date on which such a transaction is effective,
                as
                provided in the agreement therefore, Section 3(a)(iv) of this Agreement
                is
                superseded and the following shall
                occur:

            


    

     

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    The
      performance goals established in Section 2(b) of this Agreement shall be deemed
      to have been met at target, and all Performance Shares Units under this
      Agreement may be adjusted by the Committee in accordance with the terms of
      the
      Plan including, but not limited to, its authority to do so under Section 11(c)
      thereof. 

    4.     Delivery of Shares.
      Upon
      certification by the Committee of the achieved performance under the established
      performance goals for the Performance Period, the Performance Share Units
      awarded pursuant to Section 2 shall be paid to the Grantee in shares of Stock.
      Payment of such Shares shall in no event be made later than the date which
      is 2
1⁄2 months after the end of the taxable year in which the Performance Period ends.
      Certificates representing such shares of Stock shall be delivered to the Grantee
      as soon as practicable after such payment.

    5.     Ownership
      Rights.
      Upon
      certification by the Committee in accordance with Section 4 above, the Grantee
      shall exercise all ownership rights (including, without limitation, the right
      to
      vote and the right to receive dividends) with respect to such shares, provided
      that voting and dividend rights with respect to the shares will be exercisable
      only if the record date for determining shareholders entitled to vote, or to
      receive dividends, falls on or after the date of such certification.


    6.     Deferral
      of Exercise or Delivery of Shares.
      Notwithstanding any provision in this Agreement to the contrary, if any law
      or
      regulation of any governmental authority having jurisdiction in the matter
      requires the Company, the Committee or the Grantee to take any action or refrain
      from action in connection with the award of or delivery of Performance Share
      Units or Stock under this Agreement, or to delay such award or delivery, then
      the award or delivery of such shares shall be deferred until such action has
      been taken or such restriction on action has been removed.

    7.     General
      Provisions.
      The
      Grantee acknowledges that he has read, understands and agrees with all of the
      provisions in this Agreement and the Plan, including (but not limited to) the
      following:

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    (a)     Authority
      of Committee.
      The
      Committee shall have all the authority set forth in the Plan including, but
      not
      limited to, the authority to administer the Agreement and the Plan; to make
      all
      determinations with respect to the construction and application of the
      Agreement, the Plan, and the resolutions of the Board of Directors establishing
      the Plan; to adopt and revise rules relating to the Agreement and the Plan;
      and
      to make other determinations which it believes are necessary or advisable for
      the administration of the Agreement and the Plan. Any dispute or disagreement
      which arises under this Agreement or the Plan shall be resolved by the Committee
      in its absolute discretion. Any such determination, interpretation, resolution,
      or other action by the Committee shall be final, binding and conclusive with
      respect to the Grantee and all other persons affected thereby.

    (b)     Notices.
      Any
      notice which is required or permitted under this Agreement shall be in writing
      (unless otherwise specified in the Agreement or in writing from the Company
      to
      the Grantee), and delivered personally or by mail, postage prepaid, addressed
      as
      follows: (i) if to the Company, at 1411 Third Street, Ste. A, Port Huron,
      Michigan 48060, Attention: Corporate Secretary, or at such other address as
      the
      Company by notice to the Grantee may have designated from time to time; (ii)
      if
      to the Grantee, at the address indicated in the Grantee's then-current personnel
      records, or at such other address as the Grantee by notice to the Company may
      have designated from time to time. Such notice shall be deemed given upon
      receipt.

    (c)     Taxation.
      The
      Grantee shall be responsible for all applicable income and withholding taxes
      and
      the employee share of FICA taxes with respect to any compensation income
      generated upon the award of his vested Performance Shares under this Agreement.
      The Company may reduce the number of Performance Share Units awarded (and shares
      of Stock delivered) to the Grantee to pay the applicable FICA withholding taxes
      on the vested Performance Share Units and any federal and state income tax
      withholdings related to such FICA amount.

    (d)     Non-transferability.
      This
      Agreement and the Performance Share Units granted to the Grantee shall be
      nontransferable and shall not be sold, hypothecated or otherwise assigned or
      conveyed by the Grantee to any other person, except as specifically permitted
      in
      this Agreement. No assignment or transfer of this Agreement or the rights
      represented thereby, whether voluntary or involuntary, or by operation of law
      or
      otherwise, shall vest in the assignee or transferee any interest or right
      whatsoever, except as specifically permitted in this Agreement. The Agreement
      shall terminate, and be of no force or effect, immediately upon any attempt
      to
      assign or transfer the Agreement or any of the Performance Share Units to which
      the Agreement applies.

     

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    (e)     Designation
      of Beneficiary. Notwithstanding
      anything in Section 7(d) to the contrary, the Grantee may designate a person
      or
      persons to receive, in the event of his death, any rights to which he would
      be
      entitled under this Agreement. Such a designation shall be filed with the
      Company in accordance with uniform procedures specified by the Committee. The
      Grantee may change or revoke a Beneficiary designation at any time by filing
      a
      written statement of such change or revocation with the Company in accordance
      with uniform procedures specified by the Committee. No Beneficiary designation
      or change of Beneficiary designation will be effective until notice thereof
      is
      received. If Grantee fails to designate a Beneficiary or if the Beneficiary
      predeceases the Grantee, the legal representative of Grantee's estate shall
      be
      deemed to be his Beneficiary for purposes of this Agreement. The Grantee is
      not
      required to obtain spousal consent to designate someone other than the spouse
      as
      beneficiary.

    (f)     No
      Shareholder Rights.
      Except
      as otherwise specifically provided in Section 5 of this Agreement, the Grantee
      shall have no rights as a shareholder of the Company and shall not be deemed
      to
      be a shareholder of the Company for any purpose. 

    (g)     Not
      an Employment Contract.
      This
      Agreement shall not be deemed to limit or restrict the right of the Company
      to
      terminate the Grantee's employment at any time, for any reason, with or without
      cause, or to limit or restrict the right of the Grantee to terminate his
      employment with the Company at any time.

    (h)     Fractional
      Shares.
      Notwithstanding anything in this Agreement to the contrary, in the event that
      any adjustment to the Target Grant or an award of Performance Share Units or
      the
      calculation of an award pursuant to this Agreement would otherwise result in
      the
      creation of a fractional share interest, the affected Target Grant or
      Performance Share Unit award shall be rounded up to the nearest whole
      share.

     

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    (i)     Amendment
      or Termination.
      This
      Agreement may be amended or terminated at any time by the mutual agreement
      and
      written consent of the Grantee and the Committee, but only to the extent
      permitted under the Plan. 

    (j)     Governing
      Instrument.
      This
      Agreement is subject to all terms and conditions of the Plan and shall at all
      times be interpreted in a manner that is consistent with the intent, purposes,
      and specific language of the Plan.

    (k)     Severability.
      If any
      provision of this Agreement should be held illegal or invalid for any reason
      by
      the Committee or court of applicable jurisdiction, such determination shall
      not
      affect the other provisions of this Agreement, and it shall be construed as
      if
      such provision had never been included herein. 

    (l)     Headings/Gender.
      Headings in this Agreement are for convenience only and shall not be construed
      to be part of this Agreement. Any reference to the masculine, feminine or neuter
      gender shall be a reference to other genders as appropriate.

    (m)     Governing
      Law.
      This
      Agreement shall be construed, and its provisions enforced and administered,
      in
      accordance with the laws of the State of Michigan and, where applicable, federal
      law.

    8.     Definitions.
      All
      capitalized terms shall have the meaning set forth in the Plan or, if not
      defined in the Plan, shall be defined as set forth below. 

    (a)     Change
      of Control has
      the
      meanings specified in Section 9(c) of the Plan.

    (b)     Company
      means
      SEMCO Energy, Inc., its successors and assigns, and any other Company or other
      entity, whether foreign or domestic, in which the Company has or obtains,
      directly or indirectly, a proprietary interest of more than eighty percent
      (80%)
      by reason of stock ownership or otherwise. 

     

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    (c)     Disability
      Retirement Date
      means
      the date of the Grantee’s termination of employment from the Company due to
      Disability. For purposes of this Agreement, Disability means a “disability”
      as defined under the SEMCO Energy, Inc. Long-Term Disability Plan (whether
      or
      not the Grantee is covered under such plan).

    (d)     Grant
      Date
      means
      the date set forth on the first page of this Agreement.

    (e)     Grantee
      means
      the Eligible Person named on the first page of this Agreement. 

    (f)     Retirement
      Date
      means
      the Grantee’s date of termination from the Company on which Grantee is eligible
      to receive an immediate annuity under the terms of the SEMCO Energy, Inc.
      Retirement Plan (or any successor tax-qualified retirement plan maintained
      for
      salaried employees of the Company).

    (g)     Performance
      Period means
      the
      period during which the performance goals established by the Committee will
      be
      measured to determine whether any of the Performance Share Units will be awarded
      to Grantee pursuant to Section 2, which period is specified on the first page
      of
      this Agreement.

    (h)     Performance
      Share Units
      means
      the measurement unit, representing shares of Stock, which is granted under
      the
      terms and conditions of this Agreement.

    (i)     Plan
      means
      the SEMCO Energy, Inc. 2004 Stock Award and Incentive Plan, as adopted by the
      Board of Directors on March 12, 2004, and approved by the Company’s shareholders
      on May 24, 2004, and as amended from time to time.

    (j)     Target
      Grant means
      the
      number of Performance Share Units specified on the first page of this
      Agreement.

     

    
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    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
      duly authorized officers under its corporate seal, and the Grantee has executed
      this Agreement, as of the day and year first above written.

     

    
      	 	 	 
	 	SEMCO
              ENERGY, INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

            


    

     

    
      	ATTEST: 	
            
	 
 	 
 	 
 
	
              

            	 	 
	Corporate
              Secretary 	 


    

     

    
      	 	GRANTEE
	 	 	
               

               

            
	 	
              

            
	 	Name:  	 
	 	
              

            


    

    
 

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    Schedule
      A

    


    LTIP
      Performance Cycle

    Performance
      Share Target(s)

    


    
      	
              Weighting

            	
              Performance
                Target

            
	 	 
	 	 


    

    


    Determination
      of Award

    


    
      	 	
              Achievement
                Level of Performance

            	
              Award
                as Percentage of Performance Target

            
	
              Threshold

            	
              25.0%

            	
              25.0%

            
	 	
              30.0%

            	
              30.0%

            
	 	
              35.0%

            	
              35.0%

            
	 	
              40.0%

            	
              40.0%

            
	 	
              45.0%

            	
              45.0%

            
	 	
              50.0%

            	
              50.0%

            
	 	
              55.0%

            	
              55.0%

            
	 	
              60.0%

            	
              60.0%

            
	 	
              65.0%

            	
              65.0%

            
	 	
              70.0%

            	
              70.0%

            
	 	
              75.0%

            	
              75.0%

            
	 	
              80.0%

            	
              80.0%

            
	 	
              85.0%

            	
              85.0%

            
	 	
              90.0%

            	
              90.0%

            
	 	
              95.0%

            	
              95.0%

            
	
              Target

            	
              100%

            	
              100%

            
	 	
              105.0%

            	
              105.0%

            
	 	
              110.0%

            	
              110.0%

            
	 	
              115.0%

            	
              115.0%

            
	 	
              120.0%

            	
              120.0%

            
	 	
              125.0%

            	
              125.0%

            
	 	
              130.0%

            	
              130.0%

            
	 	
              135.0%

            	
              135.0%

            
	 	
              140.0%

            	
              140.0%

            
	 	
              145.0%

            	
              145.0%

            
	
              Maximum

            	
              150.0%

            	
              150.0%

            


    

    


    GRANTEE
      ACKNOWLEDGEMENT

    


    I,
      the
      undersigned, hereby affirm that I have read the Performance Share Unit Award
      Agreement and this Schedule A and understand the terms and conditions of this
      award.

     

    
      	 	 	 	 
	Printed
              Name 	 	Date 	 
	
               

               

            	 	 	 
	Signature