<PAGE>  1
                                   Guaranty

                                    From

                                 WICOR, INC.

                         To and For the Benefit of

                             ABN AMRO BANK N.V.


                                     Dated

                              March 29, 1996


<PAGE>  2
                                   GUARANTY


THIS GUARANTY is made this 29th day of March, 1996, by and from 
WICOR,   INC., a Wisconsin corporation (the "Company"), to and for the benefit 
of ABN AMRO BANK N.V., a bank organized under the laws of the Netherlands (the 
"Bank").

                             W I T N E S S E T H:

WHEREAS, the Company has requested the Bank to extend credit to 
the Wisconsin Gas Company Employees' Savings Plans Trust (the "Trust"), the 
Trust forming a part of the Wisconsin Gas Company Employees' Savings Plan (the 
"ESOP") which has been established by Wisconsin Gas Company, a Wisconsin 
corporation and a subsidiary of the Company ("Wisconsin Gas"), and the Bank 
has extended credit and/or may in the future extend credit by reason of such 
request and in reliance upon this Guaranty; and

WHEREAS, the Bank requires additional assurances and guarantees by 
the Company as one of the conditions for making loans or advances to or for 
the benefit of the Trust; and

WHEREAS, the Company acknowledges the receipt of considerable 
benefits by the advancement of credit to the Trust;

NOW, THEREFORE, in consideration of the Five Million Eleven 
Thousand, Two Hundred Forty-Eight Dollar ($5,011,248.00) loan extended and/or 
to be extended by the Bank to the Trust under the Loan Agreement hereinafter 
referred to, and for other consideration, the receipt and sufficiency of which 
are hereby acknowledged, the Company agrees as follows:

SECTION 1.	DEFINITIONS

1.1.	Defined Terms.  As used in this Guaranty, the following 
terms shall be defined as set forth below:

"Affiliate"  means, as to any Person, any other Person that, 
directly or indirectly, controls, is controlled by or is under common 
control with such Person or is a director or officer of such Person.   
For the purpose of this definition, "control" (including, with 
correlative meanings, the terms "controlled by" and "under common 
control with") means the possession, directly or indirectly, of the 
power to direct or cause the direction of management and policies, 
either directly or indirectly, whether through the ownership of voting 
securities or by contract or otherwise of any Person.

"Board" shall mean the Board of Governors of the Federal 
Reserve System (or any successor).

"Capitalized Lease" shall mean any lease which is 
capitalized on the books of the lessee, or should be so capitalized 
under GAAP

<PAGE>  3

"Code" shall mean the Internal Revenue Code of 1986, as 
amended from time to time, and the regulations and rulings issued 
thereunder.

"Commonly Controlled Entity" shall mean an entity, whether 
or not incorporated, which is under common control with the Company 
within the meaning of Section 414(b) or (c) of the Code.

"Default" shall mean any of the events specified in Section 
10 of this Guaranty, whether or not any requirement for the giving of 
notice, the lapse of time, or both, or any other condition has been 
satisfied.

"Dollars" and "$" shall mean dollars in lawful currency of 
the United States of America.

"ERISA" shall mean the Employee Retirement Income Security 
Act of 1974, as the same may, from time to time, be supplemented or 
amended.

"ERISA Affiliate" means any Person which for purposes of 
Title IV of ERISA is a member of the Company controlled group, or under 
common control with the Company, within the meaning of Section 414 of 
the Code.

"ERISA Event" means (i) a reportable event, within the 
meaning of Section 4043 of ERISA, unless the 30-day notice requirement 
with respect thereto has been waived by the PBGC or any successor 
thereto; (ii) the provision by the administrator of any Plan of a notice 
of intent to terminate such Plan, pursuant to Section 4041(a) (2) of 
ERISA (including any such notice with respect to a plan amendment 
referred to in Section 4041(e) of ERISA); (iii) the cessation of 
operations at a facility in the circumstances described in Section 4068 
(f) of ERISA; (iv) the withdrawal by the Company or an ERISA Affiliate 
from a Multiemployer Plan during a plan year for which it was a 
substantial employer, as defined in Section 4001(a) (2) of ERISA; (v) 
the failure by the Company or any ERISA Affiliate to make a payment to a 
Plan required under Section 302(f) (1) of ERISA, which Section imposes a 
lien for failure to make required payments; (vi) the adoption of an 
amendment to a Plan requiring the provision of security to such Plan, 
pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC 
or any successor thereto of proceedings to terminate a Plan, pursuant to 
Section 4042 of ERISA, or the occurrence of any event or condition which 
might reasonably constitute grounds under Section 4042 of ERISA for the 
termination of, or the appointment of  a trustee to administer, a Plan.

"ESOP Note" shall mean the promissory note of the Trust 
payable to the order of the Bank in the form of Exhibit A attached to 
the Loan Agreement

<PAGE>  4
"Event of Default" shall mean any of the events specified in 
Section 10 of this Guaranty, provided that any requirement for the 
giving of notice, the lapse of time, or both, or any other condition, 
has been satisfied.

"GAAP" shall mean generally accepted accounting principles 
in the United States of America in effect from time to time.

"Governmental Authority" shall mean any nation or 
government, any state or other political subdivision thereof, and any 
entity exercising executive, legislative, judicial, regulatory or 
administrative functions of or pertaining to government and any 
corporation or other entity owned or controlled (through stock or 
capital ownership or otherwise) by any of the foregoing.

"Hazardous Materials" means any flammable materials, 
explosives, radioactive materials, hazardous materials, hazardous 
wastes, hazardous or toxic substances, or related or similar materials, 
asbestos or any material containing asbestos, or any other substance or 
material as so defined and regulated by any Federal, state or local 
environmental law, ordinance, rule, or regulation, including, without 
limitation, the Comprehensive Environmental Response, Compensation, and 
Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), the 
Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 
1801, et seq.), and the Resource Conservation and Recovery Act (42 
U.S.C. Sections 6901, et seq.), and the regulations adopted and 
publications promulgated pursuant thereto.

"Indebtedness" means all obligations of a Person which in 
accordance with GAAP should be classified upon a balance sheet of such 
Person as liabilities of such Person, and in any event shall include, 
without duplication, all (i) indebtedness for borrowed money, (ii) 
obligations evidenced by bonds, debentures, notes or other similar 
instruments, (iii) obligations to pay the deferred purchase price of 
property or services, (iv) Capitalized Leases, (v) obligations 
(contingent or otherwise) in respect of outstanding letters of credit, 
(vi) indebtedness of the type referred to in clauses (i) through (v) 
above secured by (or for which the holder of such indebtedness has an 
existing right, contingent or otherwise, to be secured by) any lien or 
encumbrance on, or security interest in, Property (including, without 
limitation, accounts and contract rights) owned by such Person, even 
through such Person has not assumed or become liable for the payment of 
such indebtedness, and (vii) obligations under direct or indirect 
guaranties in respect of, and obligations (contingent or otherwise) to 
purchase or otherwise acquire, or otherwise to assure a creditor against 
loss in respect of, indebtedness or obligations of others of the kinds 
referred to in clauses (i) through (vi) above.  For the purpose of 
computing the Indebtedness of any Person, there shall be excluded any 
particular Indebtedness to the extent that, upon or prior to the 
maturity thereof, there shall have been deposited with the proper 
depositary in trust the necessary funds (or evidences of such

<PAGE>  5

Indebtedness, if permitted by the instrument creating such Indebtedness) 
for the payment, redemption or satisfaction of such Indebtedness; and 
thereafter such funds and evidences of Indebtedness so deposited shall 
not be included in any computation of the assets of such Person.

"Insufficiency" means, with respect to any Plan, the amount, 
if any, of its unfunded benefit liabilities, as defined in Section 
4001(a) (18) of ERISA.

"Liabilities" shall mean, as to any Person, at any date, all 
items which would, in conformity with GAAP, be classified as liabilities 
on a consolidated balance sheet of such Person at such time.

"Loan Agreement" shall mean that certain Loan Agreement 
dated as of the date hereof by and among the Bank, the Company and the 
Trust as the same may be modified, supplemented, extended, renewed or 
amended from time to time.

"Loan Documents" shall mean the Loan Agreement, this 
Guaranty, the ESOP Note and any schedule or exhibit thereto; one of the 
Loan Documents shall be referred to herein as a "Loan Document."

"Multiemployer Plan" shall mean, as to any Person, a Plan of 
such Person which is a multiemployer plan as defined in Section 4001(a) 
(3) of ERISA.

"Obligations" shall have the meaning given to such term in 
Section 2 hereof.

"PBGC" shall mean the Pension Benefit Guaranty Corporation 
established pursuant to Subtitle A of Title IV of ERISA.

"Person" shall mean an individual, partnership, joint 
venture, corporation, business trust, joint stock company, trust, 
unincorporated organization, Governmental Authority or other entity of 
whatever nature.

"Plan" shall mean as to any Person any employee pension 
benefit plan as defined in Section 3 (2) of ERISA that is covered by 
ERISA and in respect of which that Person or a Commonly Controlled 
Entity of that Person is an "employer" as defined in Section 3 (5) of 
ERISA, excluding any non-qualified deferred compensation arrangement for 
individual executives of the Company or any Subsidiary.

"Property" shall mean any interest in any kind of property 
or asset, whether real, personal or mixed, or tangible or intangible.

"Quarter" shall mean any period of three (3) calendar months 
ending on the last day of February, May, August or November

<PAGE>  6


"Single Employer Plan" shall mean any Plan of a Person which 
is not a Multiemployer Plan.

"Subsidiary" shall mean, as to any Person, any corporation 
of which shares of stock having ordinary voting power (other than stock 
having such power only by reason of the happening of a contingency) to 
elect a majority of the board of directors or other managers of such 
corporation are at the time owned, or the management of which is 
otherwise controlled, directly or indirectly through one or more 
intermediaries, or both, by such Person.

"Trustee" shall mean Marshall & Ilsley Trust Company, as 
trustee of the Trust, or any Person or Persons who are so designated in 
accordance with the terms of the ESOP.

"WGC Credit Agreement" means that certain Revolving Credit 
Agreement, dated as of March 29, 1993, among Wisconsin Gas, Citibank, 
N.A., Firstar Bank Milwaukee, N.A., Harris Trust & Savings Bank, M&I 
Marshall and Ilsley Bank, and Citibank, N.A., as agent thereunder, as 
amended from time to time.

"Wisconsin Gas" shall mean Wisconsin Gas Company, a 
Wisconsin corporation.

1.2.	Other Definitional Provisions.

(a)	As used herein and in the Loan Documents, and any 
certificate or other document made or delivered pursuant hereto, 
accounting terms relating to the Company not defined in subsection 1.1 
hereof, and accounting terms partly defined in subsection 1.1 hereof to 
the extent not defined, shall have the respective meanings given to them 
under GAAP.

(b)	The words "hereof," "herein" and "hereunder," and 
words of similar import when used in this Guaranty shall refer to this 
Guaranty as a whole and not to any particular provision of this 
Guaranty, and section, subsection, paragraph, clause, schedule and 
exhibit references are to this Guaranty unless otherwise specified

<PAGE>  7

SECTION 2.	GUARANTY. The Company hereby unconditionally 
guarantees to the Bank and its successors and assigns (a) the punctual payment 
and performance when due, at the place specified therefor or, if no place is 
specified, at the Bank's principal office in Chicago, Illinois, all 
indebtedness, obligations and liabilities, direct or indirect, matured or 
unmatured, primary or secondary, certain or contingent, of the Trust to the 
Bank now or hereafter owing or incurred pursuant to the Loan Agreement or any 
other Loan Document (including, without limitation, reasonable attorneys' fees 
and other costs and expenses incurred by the Bank in attempting to collect or 
enforce any of the foregoing after an Event of Default) accrued in each case 
to the date of payment hereunder (collectively, the "Obligations" and 
individually, an "Obligation"); and (b) the performance when due in all other 
respects of the Trust's obligations under, and strictly in accordance with the 
terms of, the Loan Agreement and the other Loan Documents.

SECTION 3.	GUARANTY ABSOLUTE.  This Guaranty is an absolute, 
unconditional, continuing and unlimited guaranty of the full and punctual 
payment and performance of the Obligations and not of their collectibility 
only and is in no way conditioned upon any requirement that the Bank first 
attempt to collect any of the Obligations from the Trust or resort to any 
security or other means of obtaining payment of any of the Obligations which 
the Bank now has or may acquire after the date hereof, or upon any other 
contingency whatsoever.  The obligations of the Company hereunder are 
irrevocable, absolute and unconditional, irrespective of genuineness, 
validity, regularity or enforceability of the Obligations or any security 
given therefor or in connection therewith or any other circumstance (except 
payment to the Bank of the full amount thereof) which might otherwise 
constitute a legal or equitable discharge of a surety or guarantor.  Upon any 
default by the Trust in the full and punctual payment and performance of the 
Obligations (and after the expiration of any applicable grace period provided 
in the Loan Agreement), the liabilities and obligations of the Company 
hereunder shall, at the option of and upon demand by the Bank, become 
forthwith due and payable to the Bank.  Payments by the Company hereunder may 
be required by the Bank on any number of occasions.

SECTION 4.	NO IMPAIRMENT.  None of the limitations set forth in 
Section 7.9 of the Loan Agreement shall in any way affect, impair, diminish, 
relieve or delay the performance of any obligations of the Company under this 
Guaranty or, upon an Event of Default, limit or impair the right of the Bank 
to accelerate the Obligations as against the Trust and the Company.  The 
Company agrees that the obligations of the Company hereunder shall not be 
impaired, modified, changed, released or limited in any manner whatsoever by 
any impairment, modification, change, release or limitation of liability of 
the Trust or its estate by reason of the commencement of any case, proceeding 
or other action seeking reorganization, arrangement, adjustment, liquidation, 
dissolution or composition of the Trust or its property under any law relating 
to bankruptcy, insolvency, reorganization, relief of debtors or seeking 
appointment of a receiver, trustee, custodian or similar official for the 
Trust or all or part of its Property

<PAGE>  8

SECTION 5.	COMPANY'S FURTHER AGREEMENT TO PAY.  The Company 
further agrees, as the principal obligor and not as the guarantor only, to pay 
to the Bank forthwith upon demand, in funds immediately available to the Bank 
at its principal office in Chicago, Illinois, all costs and expenses 
(including court costs and reasonable legal expenses) incurred or expended by 
the Bank in connection with the enforcement of this Guaranty, together with 
interest on amounts recoverable under this Guaranty from the time such amounts 
become due until payment at a rate per annum equal to the ABN AMRO Rate (as 
defined in the Loan Agreement), in effect from time to time, plus two percent 
(2%), compounded daily and payable on demand.

SECTION 6.	TERMINATION GUARANTY.  It is the intention hereof that 
the Company shall remain liable under this Guaranty until all of the 
Obligations have been fully paid and performed notwithstanding any act, 
omission or thing (except payment to the Bank of the full amount of all 
Obligations guaranteed hereby) which might otherwise operate as a legal or 
equitable discharge of the Company.  Notwithstanding anything contained herein 
to the contrary, if at any time all or any part of any payment of any of the 
Obligations previously received by the Bank pursuant to the Loan Agreement or 
otherwise must be returned by the Bank for any reason in connection with any 
bankruptcy, insolvency, reorganization, liquidation, debt adjustment or other 
similar proceeding involving the Trust, the Trustee or the ESOP, whether by 
court order, administrative order or settlement, this Guaranty shall be 
revived and reinstated and the Company shall pay the Bank the amount of the 
payment returned to the Trust (or to any receiver or trustee of or for the 
Trust or the property or estate of the Trust), notwithstanding any termination 
of this Guaranty or the cancellation of the Loan Agreement or the ESOP Note.

SECTION 7.	BANK'S FREEDOM TO DEAL WITH TRUST AND OTHER PARTIES.  
The Bank shall be at liberty after giving notice to the Company, and without 
relieving the Company of any liability hereunder, to deal with the Trust and 
with each other party who is now, or after the date hereof becomes, liable in 
any manner for any of the Obligations, in such manner as the Bank in its sole 
reasonable discretion deems fit and to this end the Company hereby gives to 
the Bank full authority to do any or all of the following things:  (a) extend 
credit, make loans and afford other financial accommodations to the Trust or 
to any other party at such times, in such amounts and on such terms as the 
Bank may approve, (b) vary the terms and grant extensions or renewals of any 
present or future indebtedness or obligation of the Trust or of any other 
party to the Bank, (c) grant extensions of time, waivers and other indulgences 
in respect thereof, (d) vary, exchange, release or discharge, wholly or 
partially, or delay in or abstain from perfecting and enforcing any security 
or guaranty or other means of obtaining payment of any of the Obligations or 
any liability under this Guaranty, which security or guaranty the Bank now has 
or acquires after the date hereof, (e) accept partial payments from the Trust 
or other party, (f) release or discharge, wholly or partially, any endorser or 
guarantor, and (g) compromise or make any settlement or other arrangement with 
the Trust or any other party

<PAGE>  9

SECTION 8.	REPRESENTATIONS AND WARRANTIES

In order to induce the Bank to extend credit to the Trust and in 
recognition of the fact that the Bank is acting in reliance thereupon, the 
Company hereby represents and warrants to the Bank that:

8.1.	Corporate Existence.  The Company is a corporation duly 
incorporated, validly existing and in good standing under the laws of the 
State of Wisconsin.  Each Subsidiary of the Company is duly incorporated, 
validly existing and in good standing under the laws of the jurisdiction of 
its incorporation.  Each of the Company and its Subsidiaries has all requisite 
corporate powers and authority to own or lease and operate its Properties and 
to carry on its business as now conducted and as proposed to be conducted.

8.2.	Due Authorization; No Contravention.  The execution, 
delivery and performance by the Company of this Agreement and the other Loan 
Documents executed by it are within the Company's corporate powers, have been 
duly authorized by all necessary corporate action, and do not contravene (i) 
the Company's Articles of Incorporation or By-laws, (ii) any law, rule or 
regulation applicable to the Company, or (iii) any contractual or legal 
restriction binding on or affecting the Company, and will not result in or 
require the imposition of any lien or encumbrance on, or security interest in, 
any Property (including, without limitation, accounts or contract rights) of 
the Company.

8.3.	Governmental Approvals.  No authorization or approval or 
other action by, and no notice to or filing with, any governmental authority 
or regulatory body, including, without limitation, the Public Service 
Commission of Wisconsin, is required for the due execution, delivery and 
performance by the Company of this Guaranty or any other Loan Document 
executed by it.

8.4.	Enforceable Obligations.  This Guaranty and the other Loan 
Documents executed by the Company are legal, valid and binding obligations of 
the Company, enforceable against the Company in accordance with their terms.

8.5.	Financial Condition.  Each of the audited, consolidated 
balance sheet of the Company and its Subsidiaries as at December 31, 1995, and 
the related statements of income and retained earnings of the Company and its 
Subsidiaries for the fiscal year then ended, fairly present the financial 
condition of the Company and its Subsidiaries as at such dates and the results 
of the operations of the Company and its Subsidiaries for the periods ended on 
such dates, all in accordance with GAAP consistently applied, and since 
December 31, 1995, there has been no material adverse change in such condition 
or operations, in the prospects of the Company and its Subsidiaries or in the 
ability of the Company to perform its obligations hereunder

<PAGE>  10

8.6.	No Material Litigation.  There is no pending or threatened 
action or proceeding affecting the Company or any of its Subsidiaries before 
any court, governmental agency or arbitrator, which may materially adversely 
affect the financial condition, operations or prospects of the Company or any 
Subsidiary or which purports to affect the legality, validity or 
enforceability of this Guaranty or any other Loan Document executed by it or 
the ESOP Note.

8.7.	Taxes.  Each of the Company and its Subsidiaries has filed 
all tax returns (Federal, State and local) required to be filed and paid all 
taxes shown thereon to be due, including interest and penalties, except to the 
extent the Company or any of its Subsidiaries is diligently contesting any 
such taxes in good faith and by appropriate proceedings, and for which 
adequate reserves for payment thereof have been established.

8.8.	Subsidiaries.  The Company is the direct, legal and 
beneficial owner of 100% of the issued and outstanding stock of Wisconsin Gas.

8.9.	Investment Company Act.  None of the Company or any of its 
Subsidiaries is an "investment  company" or a company "controlled" by an 
"investment company," within the meaning of the Investment Company Act of 
1940, as amended.

8.10.	Public Utility Holding Company Act.  The Company is a 
"holding company" exempt from registration under Section 5 of the Public 
Utility Holding Company Act of 1935, as amended, pursuant to Section 3(a) (1) 
of such Act.

8.11.	Margin Stock.  The Company is not engaged in the business of 
extending credit for the purpose of buying or carrying margin stock (within 
the meaning of Regulation U issued by the Board).

8.12.	ERISA.  No ERISA Event has occurred or is reasonably 
expected to occur with respect to any Plan which reasonably could be expected 
to materially affect the financial condition, the operations or the prospects 
of the Company and its Subsidiaries or in the ability of the Company to 
perform its obligations hereunder.  Neither the Company nor any of its ERISA 
Affiliates is an employer under any Multiemployer Plan.  The Company and its 
Subsidiaries are in compliance in all material respects with ERISA and the 
Code as they apply to any and all Plans.

8.13.  Environmental Laws.  The Company and its Subsidiaries are in 
compliance in all material respects with all applicable Federal, state and 
local statutes, rules, regulations, orders and other provisions of law 
relating to Hazardous Materials, air emissions, water discharge, noise 
emission and liquid disposal, and other environmental, health and safety 
matters, other than those the non-compliance with which would not have a 
material adverse effect (taking into consideration all fines, penalties and 
sanctions that may be imposed because of such noncompliance) on the condition 
(financial or otherwise) or operations or prospects of the Company or any of

<PAGE>  11
its Subsidiaries or in the ability of the Company to perform its obligations 
hereunder.  Neither the Company nor any of its Subsidiaries has received from 
any Governmental Authority any notice of any material violation of any such 
statute, rule, regulation, order or provision.

SECTION 9.	COVENANTS

9.1.	Affirmative Covenants.  The Company covenants and agrees 
that, from the date hereof and until payment in full of the Obligations, the 
Company shall, unless the Bank shall otherwise consent in writing:

(a)	Compliance with Laws, Etc.  Comply, and cause each of 
its Subsidiaries to comply, in all material respects with all applicable 
laws, rules, regulations and orders, the failure to comply with which 
reasonably could be expected to materially adversely affect the 
financial condition, the operations or the prospects of the Company or 
such Subsidiary, such compliance to include, without limitation, paying 
before the same become delinquent all taxes, assessments and 
governmental charges imposed upon it or upon its Property except to the 
extent diligently contested in good faith and by appropriate proceedings 
and for which adequate reserves for the payment thereof have been 
established, and complying in all material respects with all applicable 
Federal, state and local statutes, rules, regulations, orders and other 
provisions of law relating to Hazardous Materials, air emissions, water 
discharge, noise emission and liquid disposal, and other environmental, 
health and safety matters.

(b)	Insurance.  Maintain, and cause each of its 
Subsidiaries to maintain, insurance with financially sound and reputable 
insurance companies or associations in such amounts and covering such 
risks as are usually carried by companies engaged in the same or similar 
businesses and similarly situated.

(c)	Visitation Rights.  At any reasonable time and from 
time to time, upon reasonable advance notice, permit the Bank or any 
agents or representatives thereof (at the sole cost and expense of the 
Bank), to examine and make copies of and abstracts from the records and 
books of account of, and visit the properties of, the Company and any of 
the Subsidiaries, and to discuss the affairs, finances and accounts of 
the Company and any of the Subsidiaries with any of their officers or 
directors and with their independent certified public accountants.

(d)	Transactions with Affiliates.  Conduct, and cause each 
of its Subsidiaries to conduct, all transactions with any of their 
Affiliates on terms that are fair and reasonable and no less favorable 
to the Company or such Subsidiary than it would obtain in a comparable 
arm's-length transaction with a Person not an Affiliate

<PAGE>  12

(e)	Reporting Requirements.  Furnish to the Bank:

(i)	as soon as available and in any event within 45 
days after the end of each of the first three quarters of each 
fiscal year of the Company, a consolidated balance sheet of the 
Company and its Subsidiaries as of the end of such Quarter and 
consolidated statements of income and retained earnings of the 
Company and its Subsidiaries for the period commencing at the end 
of the previous fiscal year  and ending with the end of such 
Quarter, certified by the chief financial officer of the Company 
as fairly presenting the financial condition of the Company and 
its Subsidiaries as at such date and the results of the operations 
of the Company and its Subsidiaries for the periods ended on such 
date, all in accordance with GAAP consistently applied (except, as 
to Wisconsin Gas, to the extent such generally accepted accounting 
principles may be modified [to the extent prescribed by the Public 
Service Commission of Wisconsin] by those requirements of the 
Uniform System of Accounts Prescribed for Natural Gas Companies 
Subject to the Provisions of the Natural Gas Act, set forth from 
time to time in Part 201, Subchapter F of 18 C.F.R. Chapter 1 
(1988)), together with a certificate of the chief financial 
officer of the Company (A) demonstrating and certifying compliance 
by the Company with the covenant set forth in Section 9.2(b) and 
(B) stating that no Event of Default, or event which, with notice 
or lapse of time, or both, would constitute an Event of Default, 
has occurred and is continuing or, if an Event of Default or such 
an event has occurred and is continuing, a statement as to the 
nature thereof and the action which the Company has taken and 
proposes to take with respect thereto;
(ii)	as soon as available and in any event within 90 
days after the end of each fiscal year of the Company, a copy of 
the annual report for such year for the Company and its 
Subsidiaries, containing financial statements for such year 
certified without qualification by Arthur Andersen LLP or other 
independent public accountants acceptable to the Bank and, to the 
extent not contained in such annual report, the unconsolidated 
balance sheet of the Company as of the end of such fiscal year and 
the unconsolidated statements of income and retained earnings of 
the Company for such fiscal year, certified by the chief financial 
officer of the Company as fairly presenting the financial 
condition of the Company as at such date and the results of the 
operations of the Company for such fiscal year, all in accordance 
with GAAP consistently applied, together with a certificate of the 
chief financial officer of the Company (A) demonstrating and 
certifying compliance by the Company with the covenant set forth 
in Section 9.2(b) and (B) stating that no Event of Default, or 
event which, with notice or lapse of time, or both, would 
constitute an Event of Default, has occurred and is continuing or, 
if an Event of Default or such an event has occurred and is 
continuing, a statement as to the nature thereof and the action 
which the Company has taken and proposes to take with respect 
thereto

<PAGE>  13

(iii)	as soon as possible and in any event within five 
days after the occurrence of each ERISA Event, each Event of 
Default and each event which, with the giving of notice or lapse 
of time, or both, would constitute an Event of Default, continuing 
on the date of such statement, a statement of the chief financial 
officer of the Company setting forth details of such ERISA Event, 
such Event of Default or such event and the action which the 
Company has taken and proposes to take with respect thereto;

(iv)	promptly after the sending or filing thereof, 
copies of all reports which the Company sends to any of its 
security holders, and copies of all reports and registration 
statements which the Company or any Subsidiary files with the 
Securities and Exchange Commission or any national securities 
exchange; and

(v)	such other information respecting the condition 
or operations, financial or otherwise, of the Company or any of 
its Subsidiaries as the Bank may from time to time reasonably 
request.

(f)	Ownership of Certain Subsidiaries.  Maintain at all 
times direct, 100%, legal and beneficial ownership of Wisconsin Gas.

9.2.	Negative Covenants.  The Company further covenants and 
agrees that from the date hereof and until payment in full of the Obligations, 
the Company shall not, without the written consent of the Bank (which consent 
shall not be unreasonably withheld):

(a)  Liens, Etc.  Create or suffer to exist, or permit any of 
its Subsidiaries to create or suffer to exist, any lien, security 
interest or other charge or encumbrance, or any other type of 
preferential arrangement, upon or with respect to any of its Properties, 
whether now owned or hereafter acquired, or assign, or permit any of its 
Subsidiaries to assign, any right to receive income, in each case to 
secure or provide for the payment of any Indebtedness of any Person, 
other than (i) purchase money liens or purchase money security interests 
upon or in any Property acquired or held by the company or any 
Subsidiary in the ordinary course of business to secure the purchase 
price of such Property or to secure Indebtedness incurred solely for the 
purpose of financing the acquisition of such Property, (ii) liens for 
taxes or assessments or other governmental charges or levies not yet due 
or the imposition or amount of which the Company or any Subsidiary is 
diligently contesting in good faith by appropriate proceedings and for 
which adequate reserves for payment thereof have been established, (iii) 
pledges or deposits to secure performance in connection with bids, 
tenders, contracts (other than contracts for the payment of money) or 
leases to which the Company or any Subsidiary is a party, in each case 
made in the ordinary course of business, (iv) materialmen's, mechanics', 
carriers', workmen's, repairmen's or other similar liens arising in the 
ordinary course of business, or deposits to obtain the release of such 
liens, and (v) liens or security interests existing on such Property a

<PAGE>  14
the time of its acquisition (other than any such lien or security 
interest created in contemplation of such acquisition).

(b)	Indebtedness.  Incur or create, any Indebtedness if, 
immediately after giving effect to such Indebtedness and the receipt and 
application of any proceeds thereof, the aggregate amount of 
Indebtedness of the Company shall exceed $150,000,000.

(c)	Mergers, Etc.  Merge or consolidate with or into, or 
sell, convey, assign, transfer, lease or otherwise dispose of (whether 
in one transaction or in a series of transactions) all or substantially 
all its assets (whether now owned or hereafter acquired) to, any Person, 
or permit Wisconsin Gas to do so, except that any Subsidiary of the 
Company may merge or consolidate with or into, or dispose of assets to, 
any other Subsidiary of the Company and except that any Subsidiary of 
the Company may merge into or dispose of assets to the Company, provided 
in each case that, immediately after giving effect to such proposed 
transaction, no Event of Default or event which, with the giving of 
notice or lapse of time, or both, would constitute an Event of Default 
would exist and, provided further, in each case that, immediately after 
giving effect to such proposed transaction, the Company shall be in 
compliance with subsection (b) above.

(d)	Intercompany Loans and Investments.  Except to the 
extent required by the Public Service Commission of Wisconsin, make any 
loan to or investment in Wisconsin Gas at any time when an Event of 
Default (as defined in the WGC Credit Agreement), or any event which, 
with the giving of notice or lapse of time, or both, would constitute 
such an Event of Default, shall have occurred and be continuing; or make 
any loan to or investment in Wisconsin Gas at any time when an Event of 
Default or any event which, with the giving of notice or lapse of time 
or both, would constitute an Event of Default, shall have occurred and 
be continuing.

(e)	Guaranties.  Create, incur or suffer to exist any 
obligations of the type described in clause (vii) of the definition of 
Indebtedness in respect of Wisconsin Gas (other than this Guaranty).

SECTION 10.  DEFAULTS

10.1.	Events of Default.  An Event of Default shall be deemed to 
have occurred if:

(a)	The Company or the Trust shall fail to pay any 
principal of, premium, if any, or any interest on, the Obligations when 
the same shall become due and payable, whether by acceleration or 
otherwise; or

(b)	Any representation or warranty made or deemed made by 
the Company in this Guaranty or any certificate, document, financial 
statement or other statement furnished at any time under or in 
connection with the Loan Documents, proves to have been incorrect in any 
material respect on or as of the date made; or
<PAGE>  15
(c)	The Company shall fail to perform or observe (i) any 
term, covenant or agreement contained in Section 9.1(e) (iii), 9.1(f) or 
9.2, or (ii) any other term, covenant or agreement contained in this 
Guaranty (other than obligations specifically set forth elsewhere in 
this Section 10.1) on its part to be performed or observed if the 
failure to perform or observe such other term, covenant or agreement, if 
susceptible of remedy, shall remain unremedied for 30 days after written 
notice thereof shall have been given to the Company by the Bank; or

(d)	The Company or Wisconsin Gas shall fail to pay any 
principal of or premium or interest on any Indebtedness of the Company 
or Wisconsin Gas when the same becomes due and payable (whether by 
scheduled maturity, required prepayment, acceleration, demand or 
otherwise), and such failure shall continue after the applicable grace 
period, if any, specified in the agreement or instrument relating to 
such Indebtedness; or any other event shall occur or condition shall 
exist under any agreement or instrument relating to any such 
Indebtedness and shall continue after the applicable grace period, if 
any, specified in such agreement or instrument, if the effect of such 
event or condition is to accelerate, or to permit the acceleration of, 
the maturity of such Indebtedness; or any such Indebtedness shall be 
declared to be due and payable, or required to be prepared (other than 
by a regularly scheduled required prepayment), prior to the stated 
maturity thereof; or

(e)	The Company or Wisconsin Gas shall generally not pay 
its debts as such debts become due, or shall admit in writing its 
inability to pay its debts generally, or shall make a general assignment 
for the benefit of creditors; or any proceeding shall be instituted by 
or against the Company or Wisconsin Gas seeking to adjudicate it a 
bankrupt or insolvent, or seeking liquidation, winding up, 
reorganization, arrangement, adjustment, protection, relief, or 
composition of it or its debts under any law relating to bankruptcy, 
insolvency or reorganization or relief of debtors, or seeking the entry 
of an order for relief or the appointment of a receiver, trustee, 
custodian or other similar official for it or for any substantial part 
of its property and, in the case of any such proceeding instituted 
against it (but not instituted by it), such proceeding shall remain 
undismissed or unstayed for a period of 45 days, any of the actions 
sought in such proceeding (including, without limitation, the entry of 
an order for relief against, or the appointment of a receiver, trustee, 
custodian or other similar official for, it or for any substantial part 
of its property) shall occur or the Company or Wisconsin Gas shall 
consent to or acquiesce in any such proceeding; or the Company or 
Wisconsin Gas shall take any corporate action to authorize any of the 
actions set forth above in this subsection (e); o

<PAGE>  16

(f)	Any judgment or order for the payment of money in 
excess of Five Million Dollars ($5,000,000) shall be rendered against 
the Company or Wisconsin Gas and either (i) enforcement proceedings 
shall have been commenced by any creditor upon such judgment or order or 
(ii) there shall be any period of 10 consecutive days during which a 
stay of enforcement of such judgment or order, by reason of a pending 
appeal or otherwise, shall not be in effect; or

(g)	The Company's obligations under this Guaranty shall 
become unenforceable, or the Company, or any court or governmental or 
regulatory body having jurisdiction over the Company, shall so assert in 
writing; or

(h)	Any ERISA Event shall have occurred with respect to a 
Plan and, 30 days after notice thereof shall have been given to the 
Company by the Bank, (i) such ERISA Event shall still exist, and (ii) 
the sum (determined as of the date of occurrence of such ERISA Event) of 
the Insufficiency of such Plan and the Insufficiency of any and all 
other Plans with respect to which an ERISA Event shall have occurred and 
then exist (or, in the case of a Plan with respect to which an ERISA 
Event described in clauses (iii) through (vi) of the definition of ERISA 
Event shall have occurred and then exist, the liability related thereto) 
is equal to or greater than Five Million Dollars ($5,000,000); or

(i)	If there shall occur any Default or Event of Default 
under, or any breach or violation of, the Loan Agreement or any other 
Loan Document, which Default, Event of Default, breach or violation is 
not fully cured within the applicable grace period therefor, if any; or

(j)	(x) Any Person or two or more Persons acting in 
concert shall have acquired beneficial ownership (within the meaning of 
Rule 13d-3 of the Securities and Exchange Commission under the 
Securities Exchange Act of 1934), directly or indirectly, of securities 
of the Company (or other securities convertible into such securities) 
representing 50% or more of the combined voting power of all securities 
of the Company entitled to vote in the election of directors, other than 
securities having such power only by reason of the happening of a 
contingency; or (y) during any period of up to 24 consecutive months, 
commencing before or after the date of this Agreement, individuals who 
at the beginning of such 24-month period were directors of the Company 
shall cease for any reason to constitute a majority of the board of 
directors of the Company

<PAGE>  17

10.2.	Rights Upon Default.  If an Event of Default specified in 
subsection 10.1(e) shall occur, all principal of and interest on the 
Obligations and all amounts owing hereunder shall immediately become due and 
payable, whether or not then due and payable under the Loan Agreement.  If any 
other Event of Default shall occur and so long as it may continue, the Bank 
may (i) by notice of default to the Company, declare the Bank's obligations 
under the Loan Agreement terminated forthwith, whereupon such obligations 
shall terminate, and/or (ii) by notice of default to the Company, declare the 
entire principal of and interest on the Obligations and all amounts owing 
hereunder to be due and payable forthwith, whereupon the same shall become 
immediately due and payable, whether or not then due and payable under the 
Loan Agreement.  Except as expressly provided above in this subsection, 
presentment, demand, protest or further notice of any kind are hereby 
expressly waived.

SECTION 11.  MISCELLANEOUS

11.1.	Waivers by the Company.  The Company hereby waives:  (a) 
acceptance or notice of acceptance of this Guaranty by the Bank; (b) notice of 
any extensions of credit in reliance hereon; (c) notice of presentment; (d) 
protest and notice of dishonor or, subject to the last sentence of this 
Section, of default to the Company or to any other party with respect to the 
payment or performance of the Obligations hereby guaranteed; (e) any and all 
other notices whatsoever to which the Company might otherwise be entitled; (f) 
any requirement that the Bank be diligent or prompt in making demands 
hereunder, giving notice of any default by the Trust, filing any claims with a 
court in the event of receivership or bankruptcy of the Trust or asserting any 
other right of the Bank hereunder; and (g) any and all other legal or 
equitable defenses whatsoever to which the Company might otherwise be entitled 
as a guarantor or surety.

11.2.	No Contest with Bank.  So long as any Obligation remains 
unpaid or undischarged, the Company will not, by paying any sum recoverable 
hereunder (whether or not demanded by the Bank) or by any means or on any 
other ground, claim any right of subrogation with respect to any of the 
Obligations guaranteed hereby or to any collateral now or hereafter granted to 
secure the Obligations or, claim any setoff or counterclaim against the Trust 
in respect of any liability of the Company to the Trust or of the Trust to the 
Company, or, in proceedings under the United States Bankruptcy Code or 
insolvency proceedings of any nature, proceed in competition with the Bank in 
respect of payment hereunder or be entitled to have the benefit of any 
counterclaim or proof of claim or dividend or payment by or on behalf of the 
Trust or the benefit or any other security for any Obligation which, now or 
hereafter, the Bank may hold or in which it may have any share

<PAGE>  18

11.3.	Remedies Cumulative.  Each right, privilege, power and 
remedy of the Bank under this Guaranty, the Loan Agreement, any promissory 
note or other agreement or instrument signed by the Trust or the Company, 
under any other instrument of any other party securing or guarantying any of 
the Obligations or under applicable laws shall be cumulative and concurrent 
and the exercise of any one or more of them shall not preclude the 
simultaneous or later exercise by the Bank of any or all such other rights, 
privileges, powers and remedies.

11.4.	Notices.  Unless otherwise specified, all notices, requests 
and demands to or upon the respective parties hereto shall be deemed to be 
effective only if in writing or if given by telecopy or telex and, unless 
otherwise expressly provided herein, shall be deemed to have been duly given 
or made, in the case of a delivered notice, when delivered by hand, or, in the 
case of a mailed notice, five (5) days after deposited in the mail, air 
postage prepaid, or, in the case of telex notice, when sent, answer back 
received, or, in the case of telecopy notice, when telecopied, addressed as 
follows or to such other address as may be hereafter specified by the 
respective parties hereto and any future holders of the ESOP Note:

      The Company:      WICOR, Inc.
                        626 East Wisconsin Avenue
                        Milwaukee, WI  53202
                        Attention:  Joseph P. Wenzler
                        Telecopy No.:  (414) 291-7033

      The Bank:         With Respect to reports, notices of default, and other 
                        credit matters
                        Name:     Mark Lasek/Kevin McFadden
                        Address:  ABN AMRO Bank N.V.
                                  135 S. LaSalle Street
                                  Suite 711
                                  Chicago, IL  60674-9135
                        Telex No.:    6732700
                        Answerback:   ABN AMRO CGO
                        Telephone No. (312) 904-2074/2131
                        Fax No.:      (312) 904-6217

With respect to interest rate selections and other loan administration
                        Name:         Loan Administration
                        Address:      ABN AMRO Bank N.V.
                                      135 S. LaSalle Street
                                      Suite 425
                                      Chicago, IL  60674-9135
                        Telex No.:    6732700
                        Answerback:   ABN AMRO CGO
                        Telephone No.:(312) 904-2961
                        Fax No.:      (312) 606-843

<PAGE>  19
11.5.	Survival of Representations and Warranties.  All 
representations and warranties made hereunder and in any of the Loan 
Documents, or any certificate or statement delivered pursuant hereto or in 
connection herewith shall survive the execution and delivery of this Guaranty 
and the ESOP Note.

11.6.	Indemnification.  The Company shall (a) cause Wisconsin Gas 
to pay or reimburse the Bank for all of its reasonable out-of-pocket costs and 
expenses incurred in connection with the negotiation, consideration, 
development, preparation and/or execution of, and any amendment, supplement or 
modification to, this Guaranty and the Loan Documents or any other documents 
prepared in connection herewith or therewith (whether or not any such 
amendment, supplement, or modification is effected or consummated), and the 
consummation of the transactions contemplated hereby and thereby, including, 
without limitation, the fees and disbursements of counsel to the Bank, (b) pay 
or reimburse the Bank for all of its reasonable costs and expenses including, 
but not limited to, litigation costs or costs incident to any proceeding 
relating to the Company pursuant to 11 U.S.C. ' 101 et seq. incurred in 
connection with the enforcement or preservation of any rights or questions 
arising under or interpretations of this Guaranty or the Loan Documents or any 
such other documents, including, without limitation, fees and disbursements of 
counsel, legal assistants or paralegals to the Bank, and (c) pay, indemnify, 
and hold the Bank harmless from, any and all recording and filing fees and any 
and all liabilities with respect to, or resulting from any delay in paying, 
stamp, excise and other taxes, if any, which may be payable or determined to 
be payable in connection with the execution and delivery of or consummation of 
any of the transactions contemplated by, or any amendment, supplement or 
modification of, or any waiver or consent under or in respect of this Guaranty 
or the Loan Documents or any such other documents.  The obligations in this 
subsection shall survive repayment of the ESOP Note and all other amounts 
payable hereunder.  In addition, the Company agrees to indemnify the Bank 
against, and hold the Bank harmless from, any loss, cost, charge, expense 
(including attorney's fees), claims, demands, suits, damages, penalties, 
taxes, fines, levies and assessments which may be asserted or imposed against, 
or suffered or incurred by, the Bank as a result of any representation or 
warranty of the Trust in the Loan Agreement or in any other Loan Document, or 
of the Company herein or in any other Loan Document, being untrue or 
inaccurate in any respect or as direct or indirect result of the failure by 
the Trust or the Company to observe, perform or comply with any of its 
respective covenants, undertakings or obligations set forth in the Loan 
Agreement or this Guaranty or in any other Loan Document.

11.7.	Successors and Assigns.  This Guaranty shall be binding upon 
and inure to the benefit of the Company, the Bank, all future holders of the 
ESOP Note and their respective successors and assigns, except that the Company 
may not assign or transfer any of its rights or obligations under this 
Guaranty without the prior written consent of the Bank

<PAGE>  20

11.8.	Governing Law and Submission to Jurisdiction.  This Guaranty 
shall be governed by, and construed and interpreted in accordance with the 
laws of Illinois.  Venue for the settlement of disputes under this Guaranty 
shall be in the Courts of the State of Illinois or in the United States 
District Court for the Northern District of Illinois, each in Cook County, 
Illinois.  The Company consents to the exercise of jurisdiction by these 
courts and the vesting of venue therein.
11.9.	Setoff.  In addition to any rights or remedies provided by 
law, or any other rights or remedies provided for in this Guaranty or the Loan 
Documents, upon the occurrence of any Event of Default, the Bank is hereby 
irrevocably authorized, at any time and from time to time without prior notice 
to the Company, any such notice being expressly waived by the Company, to set 
off, appropriate and apply any and all deposits (general or special, time or 
demand, provisional or final), in any currency, and any other credits, 
indebtedness or claims, in any currency, in each case whether direct or 
indirect or contingent or matured or unmatured, at any time held or owing by 
the Bank to or for the credit or the account of the Company, or any part 
thereof, in such amounts as the Bank may elect, against and on account of the 
Obligations whether or not the Bank has made any demand for payment and 
although such Obligations may be contingent or unmatured.  The Bank shall give 
the Company prompt notice after the exercise of any such right.

11.10.	Severability.  Any provision of this Guaranty which is 
prohibited or unenforceable shall be ineffective to the extent of such 
prohibition or unenforceability without invalidating the remaining provisions 
hereof.

11.11.	Headings.  Section, subsection and paragraph headings 
in this Guaranty are included herein for convenience of reference only and 
shall not constitute a part of this Guaranty for  any other purpose.

11.12.	Information Respecting Trust.  The Company shall be 
responsible for obtaining information regarding the Trust, including, but not 
limited to, any changes in the business or financial condition of the Trust 
and the Bank shall have no duty to notify the Company of any such information.

IN WITNESS WHEREOF, the Company has executed this Guaranty as of 
the date first above written.

                                         WICOR, INC.


[Corporate Seal]                         By:
                                                 Title:

                                         Attest:

                                                 (Title)