Exhibit 10.9.7 - Form of Agreement to Amend Prior Employee Performance Share
      Unit Award Agreements


    Exhibit
      10.9.7

    
 

    SEMCO
      Energy, Inc.

    2004
      Stock Award and Incentive Plan

    


    Agreement
      to Amend Prior Employee 

    Performance
      Share Unit Award Agreements

    


    WHEREAS,
      the
      Grantee and the Company entered into Performance Share Unit Agreements to
      memorialize the grant of Performance Share Units (“PSUs”) by the Committee on
      ____________, 2005 and ____________, 2006 (“2005 and 2006
      Agreements”);

    


    WHEREAS,
      the
      Committee desires to amend the 2005 and 2006 Agreements to change the treatment
      of PSUs upon the occurrence of a Change in Control;

    


    WHEREAS,
      the
      Grantee agrees to such change;

    


    NOW,
      THEREFORE BE IT RESOLVED,
      that
      Section 3 in each of the 2005 and 2006 Agreements is hereby deleted in its
      entirety and such Section 3 should be replaced with the following:

    


    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:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	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.	 


    

     

    RESOLVED
      FURTHER,
      that
      except as amended hereby, the 2005 and 2006 Agreements shall remain in full
      force and effect as originally entered into by the Company and the
      Grantee.

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to Amend Prior Employee Performance Share
      Unit
      Agreements to be executed by its duly authorized officers under its corporate
      seal, and the Grantee has executed this document as of __________ __,
      2007.

     

    
      	 	 	 
	 	SEMCO
              ENERGY, INC.
	 
 	 
 	 
 
	 	By:	 
	 	
              

            


    

    
       

      
        	ATTEST: 	
              
	 	 
 	 
	
                

              	 
	Corporate
                Secretary	
              


      

      
         

        
          	 	
                
	 	Grantee: