Semco Energy Inc Non-Union Veba Trust

“Copy is provided to benefit plan committee for review”

“| Name of the person:, Address of the person:| COMERICA BANK INSTITUTIONAL TRUSTEE, ATTN: JENNIFER A. BORGESEN, VP, 411 WEST LAFAYETTE BLVD., MC 3462, DETROIT, MI, 48226|”

“| Explanation:| SEMCO AS PLAN SPONSOR ACTS AS THE PLANS ADMINISTRATOR. THE BOARD OF DIRECTORS OF SEMCO CONSISTS OF ONE MEMBER WHO ALSO SERVES AS AN OFFICER OF SEMCO ITS PARENT COMPANY AND HAS APPOINTED A BENEFIT PLAN COMMITTEE TO BE RESPONSIBLE FOR THE ADMINISTRATION OF THE PLAN. THE BENEFIT PLAN COMMITTEE CONSISTS OF FIVE MEMBERS APPOINTED BY THE BOARD OF DIRECTORS WHO ARE ALL EMPLOYEES OF SEMCO ITS PARENT COMPANY OR AFFILIATE WASHINGTON GAS LIGHT. ALL SALARIES WAGES AND BENEFITS FOR THE DIRECTORS OFFICERS AND MEMBERS OF THE BENEFIT PLAN COMMITTEE ARE PAID BY SEMCO ITS PARENT COMPANY OR AFFILIATE AND NOT BY THE TRUST. ALTHOUGH THE BENEFIT PLAN COMMITTEE IS AUTHORIZED TO MAKE CHANGES TO THE RETIREMENT MEDICAL PLAN THE BOARD OF DIRECTORS RETAINS THE RIGHT TO TERMINATE THE RETIREMENT MEDICAL PLAN. THE BOARD OF DIRECTORS ALSO RETAINS THE CONTROL OF DETERMINING AND SETTING THE INVESTMENT ALLOCATION FOR INVESTMENTS HELD BY THE TRUST. WRITTEN MINUTES OF ALL MEETINGS HELD BY THE BOARD OF DIRECTORS ARE MAINTAINED BY THE CORPORATE SECRETARY AND WRITTEN MINUTES FOR THE BENEFIT PLAN COMMITTEE ARE MAINTAINED BY THE BENEFIT PLAN COMMITTEE SECRETARY.”

“| Explanation:| GOVERNING BODY & MANAGEMENT: THE SEMCO ENERGY INC. NON-UNION VEBA TRUST WAS ESTABLISHED BY SEMCO ENERGY INC. SEMCO PLAN SPONSOR ON DECEMBER 3 1997 UNDER INTERNAL REVENUE CODE IRS SECTION 501C9 FOR THE PURPOSE OF HOLDING ASSETS TO PROVIDE FUTURE MEDICAL AND DENTAL BENEFITS FOR SEMCO MICHIGAN NON-UNION RETIREES AND THEIR ELIGIBLE DEPENDENTS. ASSETS HELD IN THIS TRUST MAY NOT BE USED FOR OR DIVERTED TO ANY PURPOSE OTHER THAN PROVIDING HEALTH BENEFITS FOR ELIGIBLE SEMCO MICHIGAN NON-UNION RETIREES AND THEIR DEPENDENTS OR BENEFICIARIES AS PROVIDED IN THE SEMCO ENERGY INC. NON-UNION EMPLOYEES RETIREMENT MEDICAL PLAN. TRUSTEE FEES INVESTMENT RELATED EXPENSES PLAN AUDIT FEES PARTICIPANT CLAIMS AND APPLICABLE FEDERAL INCOME TAXES ARE PAID BY THE TRUST. ALL OTHER COSTS OF THE TRUST ARE PAID BY SEMCO. THE TRUST DOES NOT HAVE EMPLOYEES AND DOES NOT PAY WAGES NOR PROVIDE EMPLOYEE BENEFITS. PLAN PARTICIPANTS DO NOT CONTRIBUTE TO THE VEBA TRUST. THE VEBA TRUST HAS OBTAINED FAVORABLE TAX DETERMINATION LETTERS FROM THE INTERNAL REVENUE SERVICE DATED APRIL 26 1999 AND THE PLAN SPONSOR IS NOT REQUIRED TO REQUEST NEW DETERMINATION LETTERS UNLESS THE PLAN IS TERMINATED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE IRC.”

“| Explanation:| EFFECTIVE DECEMBER 29 2008 COMERICA BANK WAS DESIGNATED AS TRUSTEE FOR ALL ASSETS HELD BY THE UNION VEBA TRUST. COMERICA BANK IS AN INSTITUTIONAL TRUSTEE ONLY AND HAS NO VOTING AUTHORITY ON THE BOARD OF DIRECTORS.”

“| Explanation:| QUESTION 11A POLICIES: THE ANNUAL PLAN AUDIT AND ANNUAL GOVERNMENT FILINGS ARE REVIEWED BY THE BENEFIT PLAN COMMITTEE. ONE MEMBER OF THE BENEFIT PLAN COMMITTEE ALSO SERVES ON THE SEMCO BOARD OF DIRECTORS. THE SEMCO ENERGY INC. NON-UNION VEBA TRUST DOES NOT HAVE WRITTEN POLICIES FOR CONFLICT OF INTEREST CODE OF CONDUCT WHISTLE-BLOWER OR DOCUMENT RETENTION AND DESTRUCTION. SEMCO HOWEVER DOES HAVE ALL OF THESE WRITTEN POLICIES IN PLACE WHICH GOVERN ALL CORPORATE ACTIVITES AS WELL AS THE ACTIVITIES FOR ASSOCIATED BENEFIT PLANS AND THEIR RELATED TRUSTS. WORKING WITH INDEPENDENT INVESTMENT ADVISORS THE BENEFIT PLAN COMMITTEE HAS DEVELOPED A WRITTEN INVESTMENT POLICY FOR ASSETS HELD IN THE TRUST WITHIN THE ALLOCATION GUIDELINES ESTABLISHED BY THE SEMCO BOARD OF DIRECTORS. SEMCO ALSO PERFORMS A PERIODIC CORPORATE WIDE RISK ASSESSMENT WHICH IS INTENDED TO IDENTIFY ANY SITUATIONS THAT COULD CAUSE POTENTIAL PROBLEMS UNDER THESE ESTABLISHED POLICIES. ALL INVESTMENT AND OTHER ACTIVITIES OF THE TRUSTEE ARE UNDER THE DIRECTION OF THE BENEFIT PLAN COMMITTEE WHOSE MEMBERS ARE SUBJECT TO THESE ESTABLISHED POLICIES.”