Exhibit  10.2
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                                CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT


     AGREEMENT  by  and  between SEMCO ENERGY, INC., a Michigan corporation (the
"Company"),  and _________________ (the "Executive"), dated as of March 1, 2000.

     The  Board of Directors of the Company (the "Board") has determined that it
is  in the best interests of the Company and its shareholders to assure that the
Company will have the exclusive dedication of the Executive, notwithstanding the
possibility,  threat  or occurrence of a Change of Control (as defined below) of
the  Company.  The  Board  believes  it is imperative to diminish the inevitable
distraction  of  the Executive by virtue of the personal uncertainties and risks
created  by  a  pending  or  threatened  Change  of Control and to encourage the
Executive's  full  attention  and dedication to the Company currently and in the
event  of  any  threatened  or  pending  Change  of  Control, and to provide the
Executive  with  compensation  and benefit arrangements upon a Change of Control
which  ensure  that  the  compensation and benefit expectations of the Executive
will  be  satisfied  and which are competitive with those of other corporations.
Therefore,  in  order  to  accomplish these objectives, the Board had caused the
Company  to  enter  into  this  Agreement.

     NOW,  THEREFORE,  IT  IS  HEREBY  AGREED  AS  FOLLOWS:

     1.     Certain  Definitions.

          (a)     The  "Effective  Date"  shall  mean  the first date during the
Change  of  Control  Period  (as  defined  in Section 1(b)) on which a Change of
Control  (as  defined  in  Section 2) occurs.  Anything in this Agreement to the
contrary  notwithstanding,  if a Change of Control occurs and if the Executive's
employment with the Company is terminated within six months prior to the date on
which  the Change of Control occurs, then for all purposes of this Agreement the
"Effective  Date"  shall  mean  the  date  immediately  prior  the  date of such
termination  of  employment.

     (b)     The  "Change of Control Period" shall mean the period commencing on
the  date  hereof  and  ending  on  the  third  anniversary  of the date hereof;
provided,  however,  that commencing on the date one year after the date hereof,
and  on  each  annual  anniversary  of  such  date  (such  date  and each annual
anniversary  thereof  shall  be  hereinafter referred to as the "Renewal Date"),
unless  previously  terminated,  the  Change  of  Control  Period  shall  be
automatically  extended  so  as to terminate three years from such Renewal Date,
unless  at least 60 days prior to the Renewal Date the Company shall give notice
to  the  Executive  that  the Change of Control Period shall not be so extended.

     2.     Change  of Control.  For the purpose of this Agreement, a "Change of
Control"  shall  mean:

          (a)     The acquisition by any individual, entity or group (within the
meaning  of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as  amended  (the  "Exchange Act")) (a "Person") of beneficial ownership (within
the  meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of
either  (i)  the  then  outstanding  shares  of common stock of the Company (the
"Outstanding  Company  Common  Stock")  or (ii) the combined voting power of the
then  outstanding voting securities of the Company entitled to vote generally in
the  election  of  directors  (the  "Outstanding  Company  Voting  Securities"),
provided,  however,  that  for  purposes  of  this subsection (a), the following
acquisitions  shall  not  constitute  a  Change of Control:  (i) any acquisition
directly  from  the  Company,  (ii)  any  acquisition  by the Company, (iii) any
acquisition  by  any  employee  benefit  plan  (or  related  trust) sponsored or
maintained  by  the Company or any corporation controlled by the Company or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses  (i),  (ii)  and  (iii)  of  subsection  (c)  of  this  Section  2;  or

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          (b)     Individuals  who,  as of the date hereof, constitute the Board
(the  "Incumbent  Board") cease for any reason to constitute at least a majority
of  the  Board,  provided,  however,  that  any  individual  becoming a director
subsequent  to the date hereof whose election, or nomination for election by the
Company's  shareholders,  was  approved  by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were  a  member  of  the  Incumbent  Board,  but excluding, for this
purpose,  any  such  individual  whose  initial assumption of office occurs as a
result  of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents  by  or  on  behalf  of  a  Person  other  than  the  Board;  or

          (c)     Consummation  of  a reorganization, merger or consolidation or
sale  or  other  disposition  of  all  or substantially all of the assets of the
Company  (a  "Business  Combination"),  in  each  case,  unless,  following such
Business  Combination,  (i)  all  or  substantially  all  of the individuals and
entities  who  were  the  beneficial  owners,  respectively,  of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50%  of,  respectively,  the  then  outstanding  shares  of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally  in  the election of directors, as the case may be, of the corporation
resulting  from  such  Business  Combination  (including,  without limitation, a
corporation  which  as  a  result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially  the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock  and  Outstanding  Company  Voting Securities, as the case may be, (ii) no
Person  (excluding  any  corporation resulting from such Business Combination or
any  employee benefit plan (or related trust) of the Company or such corporation
resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly,  30%  or  more  of,  the  corporation  resulting  from such Business
Combination  or  the  combined  voting  power  of  the  then  outstanding voting
securities  of such corporation except to the extent that such ownership existed
prior  to  the Business Combination and (iii) at least a majority of the members
of  the  board  of  directors  of  the  corporation resulting from such Business
Combination  were members of the Incumbent Board at the time of the execution of
the  initial  agreement,  or  of  the  action  of  the Board, providing for such
Business  Combination;  or

          (d)     Approval  by  the  shareholders  of  the Company of a complete
liquidation  or  dissolution  of  the  Company;  or

          (e)     the  sale  of  substantially all of the assets and business of
the SEMCO Energy Gas Company Division of the Company (the Company's Michigan gas
utility).

     3.     Employment  Period.  The  Company  hereby  agrees  to  continue  the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of  the  Company, subject to the terms and conditions of this Agreement, for the
period  commencing  on the Effective Date and ending on the third anniversary of
such  date  (the  "Employment  Period").

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     4.     Terms  of  Employment.

          (a)     Position  and  Duties.

               (i)     During  the  Employment  Period,  (A)  the  Executive's
position  (including  status,  offices,  titles  and  reporting  requirements),
authority,  duties  and  responsibilities  shall be at least commensurate in all
material  respects  with  the  most  significant  of  those  held, exercised and
assigned  at  any  time  during  the  120-day  period  immediately preceding the
Effective  Date  and  (B)  the  Executive's  services  shall be performed at the
location  where  the  Executive was employed immediately preceding the Effective
Date  or  at  the  Company's Farmington Hills location or any office or location
less  than  35  miles  from  such  location.

               (ii)     During  the Employment Period, and excluding any periods
of  vacation  and  sick  leave to which the Executive is entitled, the Executive
agrees  to  devote reasonable attention and time during normal business hours to
the  business  and  affairs  of  the  Company  and,  to  the extent necessary to
discharge  the  responsibilities assigned to the Executive hereunder, to use the
Executive's  reasonable  best efforts to perform faithfully and efficiently such
responsibilities.  During  the  Employment Period it shall not be a violation of
this  Agreement for the Executive to (A) serve on corporate, civic or charitable
boards  or  committees,  (B)  deliver  lectures, fulfill speaking engagements or
teach  at  educational institutions and (C) manage personal investments, so long
as  such  activities  do not significantly interfere with the performance of the
Executive's  responsibilities  as  an employee of the Company in accordance with
this  Agreement.  It  is expressly understood and agreed that to the extent that
any  such activities have been conducted by the Executive prior to the Effective
Date,  the  continued  conduct  of such activities (or the conduct of activities
similar  in nature and scope thereto) subsequent to the Effective Date shall not
thereafter  be  deemed  to  interfere  with  the  performance of the Executive's
responsibilities  to  the  Company.

          (b)     Compensation.

               (i)     Base Salary.  During the Employment Period, the Executive
shall  receive an annual base salary ("Annual Base Salary"), which shall be paid
at  a monthly rate, at least equal to Executive's annual base salary immediately
prior  to  the Employment Period.  During the Employment Period, the Annual Base
Salary  shall be reviewed at least annually.  Any increase in Annual Base Salary
shall  not  serve to limit or reduce any other obligation to the Executive under
this Agreement.  Annual Base Salary shall not be reduced after any such increase
and  the  term  Annual  Base Salary as utilized in this Agreement shall refer to
Annual  Base  Salary  as  so  increased.  As  used  in  this Agreement, the term
"affiliated  companies"  shall include any company controlled by or under common
control  with  the  Company.

          (ii)     Incentive,  Savings  and  Retirement  Plans.  During  the
Employment  Period,  the Executive shall be (A) eligible for an annual incentive
bonus  in  accordance with the Company's Short Term Incentive Plan, payable upon
the  attainment  of  specific targets as agreed to annually by the Executive and
the  Board, and (B) entitled to participate in the Company's Long Term Incentive
Plan  and all other incentive, savings and retirement plans, practices, policies
and  programs applicable generally to other senior executives of the Company and
its  affiliated companies, but in no event shall such plans, practices, policies
and  programs  provide the Executive with incentive opportunities (measured with
respect  to  both regular and special incentive opportunities, to the extent, if
any,  that such distinction is applicable), savings opportunities and retirement
benefit  opportunities, in each case, less favorable, in the aggregate, than the
most favorable of those provided by the Company and its affiliated companies for
the Executive under such plans, practices, policies and programs as in effect at
any  time  during the 120-day period immediately preceding the Effective Date or
if  more  favorable to the Executive, those provided generally at any time after
the  Effective Date to other senior executives of the Company and its affiliated
companies.

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               (iii)     Welfare  Benefit  Plans.  During the Employment Period,
the  Executive  and/or  the  Executive's  family,  as  the case may be, shall be
eligible  for  participation  in  and  shall  receive all benefits under welfare
benefit  plans, practices, policies and programs provided by the Company and its
affiliated  companies  (including,  without  limitation,  medical, prescription,
dental,  disability,  employee  life,  group  life,  accidental death and travel
accident  insurance  plans  and  programs) to the extent applicable generally to
other  senior  executives of the Company and its affiliated companies, but in no
event  shall  such plans, practices, policies and programs provide the Executive
with  benefits  which  are  less  favorable,  in  the  aggregate,  than the most
favorable  of  such  plans,  practices,  policies and programs in effect for the
Executive  at  any  time  during  the  120-day  period immediately preceding the
Effective  Date or, if more favorable to the Executive, those provided generally
at  any  time after the Effective Date to other senior executives of the Company
and  its  affiliated  companies.

               (iv)     Expenses.  During  the  Employment Period, the Executive
shall  be  entitled  to  receive prompt reimbursement of all reasonable expenses
incurred  by  the  Executive  in  accordance  with  the most favorable policies,
practices  and  procedures of the Company and its affiliated companies in effect
for  the  Executive  at any time during the 120-day period immediately preceding
the  Effective  Date  or,  if  more  favorable  to  the  Executive, as in effect
generally  at any time thereafter with respect to other senior executives of the
Company  and  its  affiliated  companies.

               (v)     Office  and Support Staff.  During the Employment Period,
the  Executive  shall  be  entitled  to  an office or offices of a size and with
furnishings  and  other  appointments, and to exclusive personal secretarial and
other assistance, at least equal to the most favorable of the foregoing provided
to  the Executive by the Company and its affiliated companies at any time during
the  120-day  period  immediately  preceding  the  Effective  Date  or,  if more
favorable  to  the  Executive, as provided generally at any time thereafter with
respect  to other senior executives of the Company and its affiliated companies.

               (vi)     Vacation.  During  the  Employment Period, the Executive
shall  be entitled to paid vacation in accordance with the most favorable plans,
policies,  programs and practices of the Company and its affiliated companies as
in  effect  for  the Executive at any time during the 120-day period immediately
preceding  the  Effective  Date  or,  if  more favorable to the Executive, as in
effect  generally at any time thereafter with respect to other senior executives
of  the  Company  and  its  affiliated  companies.

     5.     Termination of Employment. (a) Death or Disability.  The Executive's
employment  shall  terminate automatically upon the Executive's death during the
Employment  Period.  If the Company determines in good faith that the Disability
of  the  Executive  has  occurred  during the Employment Period (pursuant to the
definition  of Disability set forth below), it may give to the Executive written
notice  in  accordance  with Section 11(b) of this Agreement of its intention to
terminate the Executive's employment.  In such event, the Executive's employment
with the Company shall terminate effective on the 30th day after receipt of such
notice by the Executive (the "Disability Effective Date"), provided that, within
the  30  days  after  such  receipt,  the  Executive  shall not have returned to
full-time  performance  of  the  Executive's  duties.  For  purposes  of  this
Agreement,  "Disability"  shall  mean  the  absence  of  the  Executive from the
Executive's  duties  with  the  Company on a full-time basis for 180 consecutive
business  days as a result of incapacity due to mental or physical illness which
is  determined  to be total and permanent by a physician selected by the Company
or  its  insurers  and  acceptable  to  the  Executive  or the Executive's legal
representative.

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          (b)     Cause.  the  Company  may terminate the Executive's employment
during the Employment Period for Cause.  For purposes of this Agreement, "Cause"
shall  mean:

               (i)     the  willful  and  continued  failure of the Executive to
perform  substantially  the  Executive's  duties  with the Company or one of its
affiliates  (other  than  any  such  failure  resulting  from  incapacity due to
physical  or mental illness), after a written demand for substantial performance
is  delivered  to  the  Executive by the Board which specifically identifies the
manner  in  which  the  Board  believes that the Executive has not substantially
performed  the  Executive's  duties,  or

               (ii)     the willful engaging by the Executive in illegal conduct
or  gross  misconduct  which  is  materially  and  demonstrably injurious to the
Company.

For  purposes  of  this  provision, no act or failure to act, on the part of the
Executive,  shall  be  considered  "willful" unless it is done, or omitted to be
done,  by  the  Executive  in  bad  faith  or without reasonable belief that the
Executive's  action  or  omission was in the best interests of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted  by  the Board or based upon the advice of counsel for the Company shall
be  conclusively presumed to be done, or omitted to be done, by the Executive in
good  faith  and  in  the  best  interests  of  the  Company.  The  cessation of
employment of the Executive shall not be deemed to be for Cause unless and until
there  shall  have  been  delivered to the Executive a copy of a resolution duly
adopted  by  the affirmative vote of not less than three-quarters of the outside
members  of the Board at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is given
an  opportunity,  together  with  counsel, to be heard before the Board) finding
that,  in  the  good  faith opinion of the Board, the Executive is guilty of the
conduct  described  in  subparagraph  (i)  or  (ii)  above,  and  specifying the
particulars  thereof  in  detail.

          (c)     Good  Reason.  The Executive's employment may be terminated by
the  Executive  for  Good Reason.  For purposes of this Agreement, "Good Reason"
shall  mean:

               (i)     the  assignment  to  the  Executive  of  any  duties
inconsistent  in  any  respect  with the Executive's position (including status,
offices,  titles  and  reporting  requirements),  authority,  duties  or
responsibilities as contemplated by Section 4(a) of this Agreement, or any other
action by the Company which results in a diminution in such position, authority,
duties  or  responsibilities,  excluding  for  this  purpose  an  isolated,
insubstantial  and  inadvertent  action  not  taken  in  bad  faith and which is
remedied  by  the  Company promptly after receipt of notice thereof given by the
Executive;

               (ii)     any  failure  by  the  Company to comply with any of the
provisions  of  Section  4(b)  of  this  Agreement,  other  than  an  isolated,
insubstantial  and  inadvertent  failure not occurring in bad faith and which is
remedied  by  the  Company promptly after receipt of notice thereof given by the
Executive;

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               (iii)     The  Company's  requiring  the Executive to be based at
any  office  or  location other than as provided in Section 4(a)(i)(B) hereof or
the  Company's  requiring  the  Executive  to  travel  on  Company business to a
substantially  greater  extent  than required immediately prior to the Effective
Date;

               (iv)     any  purported  termination  by  the  Company  of  the
Executive's  employment otherwise than as expressly permitted by this Agreement;
or

               (v)     any  failure  by  the  Company to comply with and satisfy
Section  10(c)  of  this  Agreement.

For purposes of this Section 5(c), any good faith determination of "Good Reason"
made  by  the  Executive  shall  be  conclusive.

          (d)     Notice  of  Termination.  Any  termination  by the Company for
Cause,  or  by the Executive for Good Reason, shall be communicated by Notice of
Termination  to the other party hereto given in accordance with Section 11(b) of
this Agreement.  For purposes of this Agreement, a "Notice of Termination" means
a  written notice which (i) indicates the specific termination provision in this
Agreement  relied  upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the  Executive's  employment  under  the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days  after  the  giving  of  such notice).  The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes  to  a  showing of Good Reason or Cause shall not waive any right of
the  Executive or the Company, respectively, hereunder or preclude the Executive
or  the  Company,  respectively,  from  asserting  such  fact or circumstance in
enforcing  the  Executive's  or  the  Company's  rights  hereunder.

          (e)     Date  of  Termination.  "Date of Termination" means (i) if the
Executive's  employment  is  terminated  by  the  Company  for  Cause, or by the
Executive  for  Good Reason, the date of receipt of the Notice of Termination or
any  later  date  specified therein, as the case may be, (ii) if the Executive's
employment  is terminated by the Company other than for Cause or Disability, the
Date  of  Termination  shall  be  the  date  on  which  the Company notifies the
Executive  of  such  termination  and  (iii)  if  the  Executive's employment is
terminated  by  reason  of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the case
may  be.

     6.     Obligations of the Company upon Termination.  (a) Good Reason; Other
Than  for  Cause,  Death  or  Disability.  If, during the Employment Period, the
Company  shall  terminate  the  Executive's  employment  other than for Cause or
Disability  or  the  Executive  shall  terminate  employment  for  Good  Reason:

               (i)     the  Company  shall pay to the Executive in a lump sum in
cash within 60 days after the Date of Termination the aggregate of the following
amounts:

                    A.     the  sum  of  (1)  the Executive's Annual Base salary
through  the Date of Termination to the extent not theretofore paid, and (2) any
compensation  previously  deferred  by  the Executive (together with any accrued
interest  or earnings thereon) and any accrued vacation pay, in each case to the
extent not theretofore paid (the sum of the amounts described in clauses (1) and
(2)  shall  be  hereinafter  referred  to  as  the  "Accrued  Obligations"); and

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                    B.     the amount (hereinafter referred to as the "Severance
Amount")  equal  to the product of (1) two and ninety-nine hundredths (2.99) and
(2)  the  sum  of  (x) Executive's Annual Base Salary and (y) Executive's Recent
Average  Bonus  (defined  as  the  average  annualized  bonus paid or payable to
Executive  under  the  Company's  Short  Term Incentive Plan with respect to the
three  fiscal years immediately preceding the fiscal year in which the Effective
Date  occurs);  and

                    C.     if  it  shall  be  determined  that  any  payment  to
Executive  pursuant  to  this Agreement or any other payment or benefit from the
Company  for the benefit of Executive would be subject to the excise tax imposed
by  Section  4999 of the Internal Revenue Code of 1986, as amended (the "Code"),
or  any  similar  or  successor  excise  tax,  then  Executive  shall receive an
additional  amount  such that, after payment of the aforesaid excise tax and any
incremental  federal,  state  or  local income taxes or excises taxes payable by
Executive  on  such  amount,  there remains a balance sufficient to pay all such
taxes  being  reimbursed,  it  being the intention of the parties that after all
additional  income or excise taxes so payable by Executive are deducted from the
gross  amount  received  by  Executive,  the  net  amount  shall be equal to the
aggregate  amount  of  benefits to be provided to Executive under this Agreement
without  regard  to any excise tax under Section 4999 of the Code or any similar
or  successor  excise  tax;

               (ii)     for  the  remainder  of  the Employment Period after the
Executive's  Date  of  Termination  the  Company  shall continue benefits to the
Executive and/or the Executive's family at least equal to those which would have
been  provided  to  them  in  accordance with the plans, programs, practices and
policies  described  in  Section  4(b)(iii) of this Agreement if the Executive's
employment had not been terminated or, if more favorable to the Executive, as in
effect  generally at any time thereafter with respect to other senior executives
of  the  Company  and  its  affiliated  companies  and their families, provided,
however,  that  if the Executive becomes reemployed with another employer and is
eligible  to  receive  medical  or  other  welfare  benefits  under  another
employer-provided  plan, the medical and other welfare benefits described herein
shall  be  secondary  to  those  provided  under  such  other  plan  during such
applicable  period of eligibility.  For purposes of determining eligibility (but
not  the time of commencement of benefits) of the Executive for retiree benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered  to  have  remained  employed  until  twelve months after the Date of
Termination  and  to  have  retired  on  the  last  day  of  such  period;  and

               (iii)     to  the  extent  not  theretofore paid or provided, the
Company  shall  timely  pay  or  provide  to  the Executive any other amounts or
benefits  required  to be paid or provided or which the Executive is eligible to
receive  under any plan, program, policy or practice or contract or agreement of
the  Company and its affiliated companies (such other amounts and benefits shall
include  and  executive  shall  be entitled to receive the benefits described in
Section  6  (b)  below  and  shall  be  hereinafter  referred  to  as the "Other
Benefits").

          (b)     Death.  If  the Executive's employment is terminated by reason
of  the  Executive's  death  during  the Employment Period, this Agreement shall
terminate  without  further obligations to the Executive's legal representatives
under  this  Agreement,  other  than  for payment of Accrued Obligations and the
timely  payment  or  provision  of Other Benefits.  Accrued Obligations shall be
paid  to  the Executive's estate or beneficiary, as applicable, in a lump sum in
cash  within  60 days of the Date of Termination.  With respect to the provision
of  Other  Benefits,  the  term  Other Benefits as utilized in this Section 6(b)
shall  include,  without  limitation,  and  the  Executive's  estate  and/or
beneficiaries  shall be entitled to receive, benefits at least equal to the most
favorable  benefits  provided  by  the  Company  and affiliated companies to the
estates  and  beneficiaries  of  senior  executives  of  the  Company  and  such
affiliated companies under such plans, programs, practices and policies relating
to  death benefits, if any, as in effect with respect to other senior executives
and  their  beneficiaries  at  any  time  during  the 120-day period immediately
preceding  the  Effective  Date  or, if more favorable to the Executive's estate
and/or  the  Executive's  beneficiaries,  as  in  effect  on  the  date  of  the
Executive's death with respect to other senior executives of the Company and its
affiliated  companies  and  their  beneficiaries.

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          (c)     Disability.  If  the  Executive's  employment is terminated by
reason  of  the  Executive's  Disability  during  the  Employment  Period,  this
Agreement  shall  terminate  without further obligations to the Executive, other
than  for  payment of Accrued Obligations and the timely payment or provision of
Other  Benefits.  Accrued  Obligations  shall be paid to the Executive in a lump
sum  in  cash  within  60  days of the Date of Termination.  With respect to the
provision of Other Benefits, the term Other Benefits as utilized in this Section
6(c)  shall  include,  and  the Executive shall be entitled after the Disability
Effective  Date  to receive, disability and other benefits at least equal to the
most  favorable  of  those  generally provided by the Company and its affiliated
companies  to  disabled executives and/or their families in accordance with such
plans,  programs,  practices  and policies relating to disability, if any, as in
effect  generally  with respect to other senior executives and their families at
any  time during the 120-day period immediately preceding the Effective Date or,
if  more  favorable to the Executive and/or the Executive's family, as in effect
at  any time thereafter generally with respect to other senior executives of the
Company  and  its  affiliated  companies  and  their  families.

          (d)     Cause;  Other  than  for  Good  Reason.  If  the  Executive's
employment  shall  be  terminated  for  Cause during the Employment Period, this
Agreement  shall  terminate  without  further obligations to the Executive other
than  the  obligation to pay to the Executive (i) his Annual Base Salary through
the Date of Termination, (ii) the amount of any compensation previously deferred
by  the  Executive,  and  (iii)  Other  Benefits,  in  each  case  to the extent
theretofore  unpaid.  If  the Executive voluntarily terminates employment during
the  Employment  Period, excluding a termination for Good Reason, this Agreement
shall  terminate  without  further  obligations to the Executive, other than for
Accrued  Obligations  and the timely payment or provision of Other Benefits.  In
such  case, all Accrued Obligations shall be paid to the Executive in a lump sum
in  cash  within  60  days  of  the  Date  of  Termination.

     7.     Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent
or  limit  the  Executive's  continuing  or  future  participation  in any plan,
program,  policy  or  practice  provided by the Company or any of its affiliated
companies  and  for  which  the  Executive  may qualify, nor, subject to Section
11(f),  shall  anything  herein  limit  or  otherwise  affect such rights as the
Executive  may  have  under any contract or agreement with the Company or any of
its  affiliated  companies.  Amounts  which  are  vested  benefits  or which the
Executive  is  otherwise entitled to receive under any plan, policy, practice or
program  of  or  any  contract  or  agreement  with  the  Company  or any of its
affiliated  companies  at  or  subsequent  to  the  Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement  except  as  explicitly  modified  by  this  Agreement.

     8.     Settlement.  The  Company's obligation to make the payments provided
for  in this Agreement and otherwise to perform its obligations hereunder may be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or  action  which  the  Company  may  have  against  the  Executive  or  others.

                                     - 8 -
<PAGE>
     9.     Confidential  Information.  The  Executive shall hold in a fiduciary
capacity  for the benefit of the Company all secret or confidential information,
knowledge  or  data  relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during  the  Executive's  employment  by  the  Company  or any of its affiliated
companies  and which shall not be or become public knowledge (other than by acts
by  the  Executive  or  representatives  of  the  Executive in violation of this
Agreement).  After  termination  of the Executive's employment with the Company,
the  Executive shall not, without the prior written consent of the Company or as
may  otherwise  be  required by law or legal process, communicate or divulge any
such  information,  knowledge or data to anyone other than the Company and those
designated  by it.  In no event shall an asserted violation of the provisions of
this  Section  9  constitute  a  basis  for deferring or withholding any amounts
otherwise  payable  to  the  Executive  under  this  Agreement.

     10.     Successors.  (a)  This  Agreement  is personal to the Executive and
without  the prior written consent of the Company shall not be assignable by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall  inure  to the benefit of and be enforceable by the Executive's
legal  representatives.

          (b)     This  Agreement  shall  inure to the benefit of and be binding
upon  the  Company  and  its  successors  and  assigns.

          (c)     The  Company  will  require  any  successor (whether direct or
indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all  or
substantially  all  of  the  business  and/or  assets  of  the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that  the  Company would be required to perform it if no such succession
had taken place.  As used in this Agreement, "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to  its  business  and/or  assets as
aforesaid  which  assumes  and  agrees to perform this Agreement by operation of
law,  or  otherwise.

     11.     Miscellaneous.  (a)  This  Agreement  shall  be  governed  by  and
construed in accordance with the laws of the State of Michigan.  The captions of
this  Agreement are not part of the provisions hereof and shall have no force or
effect.  This  Agreement  may  not  be  amended  or modified otherwise than by a
written  agreement executed by the parties hereto or their respective successors
and  legal  representatives.

          (b)     All  notices  and  other  communications hereunder shall be in
writing  and shall be given by hand delivery to the other party or by registered
or  certified  mail,  return  receipt  requested,  postage prepaid, addressed as
follows:

     If  to  the  Executive:

     [Executive's  Name]
     [Executive's  Street  Address]
     [Executive's  City,  State,  Zip]

     If  to  the  Company:

     Chairman  of  the  Board  of  Directors
     SEMCO  Energy,  Inc.
     405  Water  Street
     Port  Huron,  Michigan  48060

                                     - 9 -
<PAGE>
or  to  such  other address as either party shall have furnished to the other in
writing  in  accordance  herewith.  Notice and communications shall be effective
when  actually  received  by  the  addressee.

          (c)     The  invalidity  or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of  this  Agreement.

          (d)     The  Company  may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld  pursuant  to  any  applicable  law  or  regulation.

          (e)     The Executive's or the Company's failure to insist upon strict
compliance  with  any  provision  of this Agreement or the failure to assert any
right  the  Executive  or  the  Company  may  have hereunder, including, without
limitation,  the  right of the Executive to terminate employment for Good Reason
pursuant  to  Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be a
waiver  of  such  provision  or  right  or  any other provision or right of this
Agreement.

          (f)     The  Executive and the Company acknowledge that, except as may
otherwise  be  provided  under any other written agreement between the Executive
and  the  Company,  the employment of the Executive by the Company is "at will".
Either  the Company or the Executive may terminate the Executive's employment at
any  time,  with  or without cause, subject to the provisions of this Agreement.
This  Agreement sets forth the entire agreement and understanding of the parties
with  respect  to  the  matters  contemplated  hereby  and  supersedes any other
agreement  between  the  parties  with  respect  to  the  subject matter hereof,
including  the  Change of Control Employment Agreement dated __________________.

     IN  WITNESS  WHEREOF,  the  Executive has hereunto set the Executive's hand
and,  pursuant to the authorization from its Board of Directors, the Company has
caused  these  presents  to be executed in its name on its behalf, all as of the
day  and  year  first  above  written.

SEMCO  ENERGY,  INC.


By_______________________________________




Executive


_________________________________________




cocagrlc.doc

                                     - 10 -
<PAGE>

*****
This  form  of  Change  of  Control  Employment  Agreement  is in effect for the
following  Executives  of  the  Company:

--     Lila  R.  Bradley
--     Rudolfo  D.  Cifolelli
--     Sebastian  Coppola
--     William  L.  Johnson
--     Carl  W.  Porter
--     John  E.  Schneider


                                     - 11 -