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:
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(i)
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on the Grantee’s Retirement Date;
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(ii)
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on the Grantee’s Disability Retirement
Date;
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(iii)
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on the date of the Grantee’s dea
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