Exhibit 10.11.1 - First Amendment dated February 22, 2007, to the Severance
      Agreement dated June 29, 2005, between SEMCO Energy, Inc. and Peter F. Clark


    
      Exhibit
        10.11.1

       
FIRST
      AMENDMENT TO THE SEVERANCE AGREEMENT

    BETWEEN
      SEMCO ENERGY, INC. AND

    PETER
      F. CLARK

    


    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 Peter F. Clark
      (“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 Target Annual Bonus opportunity and
      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 Target Annual Bonus opportunity and 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 express 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
      C
      to the Agreement is amended as follows:

    


    Effective
      as of January 1, 2007, Executive’s Target Annual Bonus shall be 40% multiplied
      by his Base Salary.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.  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 40% multiplied by his Base Salary to 55% 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/ George
                A. Schreiber, Jr.
	 	 	
                

              
	 	Title: 	President
                and CEO 
	 	
                

              


      

       

      
        	 	 	 
	 	EXECUTIVE
	 
 	 
 	 
 
	 	/s/
                Peter F. Clark
	 	
                

              
	 	 


      

    

     

     

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