0001047469-04-000714 Sample Contracts

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • January 13th, 2004 • Semco Energy Inc • Natural gas distribution • Missouri

This Agreement and Release is made and entered into by and among Marcus Jackson, Executive (hereinafter "you," "your" or "Executive") and SEMCO Energy, Inc. and all of its subsidiaries and affiliates (hereinafter "SEMCO" or "we"). In consideration of the following promises, the parties agree to the following:

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50,000,000 SEMCO ENERGY, INC. 73/4% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENT
Semco Energy Inc • January 13th, 2004 • Natural gas distribution • New York

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

SEMCO ENERGY, INC. $50,000,000 73/4% Senior Notes due 2013 PURCHASE AGREEMENT
Semco Energy Inc • January 13th, 2004 • Natural gas distribution • New York
CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 13th, 2004 • Semco Energy Inc • Natural gas distribution • Michigan

This Consent and Fourth Amendment to Credit Agreement (this "Fourth Amendment") is made as of this 12th day of December, 2003 by and among SEMCO ENERGY, INC., a Michigan corporation (the "Company"), STANDARD FEDERAL BANK N.A. ("Standard Federal") and the other banks signatory hereto and Standard Federal, as agent for the Banks (in such capacity, "Agent").

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