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                                                      EXHIBIT  10.17
                     Sta-Rite Industries, Inc.

               Officers' Incentive Compensation Plan

                               1996



   I.   Objectives

        The principal objectives of the Plan are:

        A.   To motivate and to provide incentive for key officers of Sta-
             Rite to achieve superior operating results for the benefit of
             both customers and stockholders.

        B.   To assist in the retention of quality senior management.

        C.   To yield competitive total compensation levels when
             performance goals are attained.

   II.  Eligibility

        Participation in the Plan is limited to designated officers of Sta-
        Rite Industries, Inc.  The Chief Executive Officer, WICOR will be
        responsible for recommending eligibility changes to the Compensation
        Committee of the Board of Directors of WICOR, Inc.


   III. Amount of Potential Award

        A.   The minimum, target and maximum award opportunities for each
             officer level position, as a percentage of base salary, are as
             follows:

                                      Award as Percent of Base Salary   
                                   -------------------------------------
            Position                Minimum       Target       Maximum 
            --------------------      ---------    ----------    ---------
            President and CEO            0%           40%          60.0%  
            VP                        0%            30%          45.0%  


       B.   Only 50% of the President and CEO's award opportunity will be
            determined according to the provisions of this Plan.  Of that
            50%, 67% will be determined by Net Income and 33% will be
            determined by Return on Assets.  The remaining 50% will be
            determined based on the WICOR Officers' Incentive Compensation
                        Plan.<PAGE>
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  IV.  Performance Criteria and Objective Setting

       A.   Participants' bonus opportunity is based on consolidated
            Company performance.

       B.   Total bonus opportunity is further based on the following:

            -    50% net earnings (dollars)
            -    25% return on total assets
            -    25% individual

            Therefore, 75% of the total bonus opportunity is based on
            financial results (formula); and 25% is based on individual
            performance.

            The individual portion of the incentive payout will be based
            on the individual's overall performance as measured against
            previously identified and agreed upon goals and objectives. 
            The award may vary up to 150% of the individual performance
            portion of the target award, and will be determined and paid
            independently of Company financial performance.

       C.   If the Compensation Committee of WICOR, Inc. determines that
            corporate performance was inadequate, it may exercise
            discretion to reduce or eliminate any or all bonus payments.

       D.   Formula bonus objectives are:

            1.   Total Company

                 A.   Net earnings:  defined as absolute dollars of
                      reported net earnings (after-tax) of the Company
                      for the Plan year.

                 B.   Return on total assets:  defined as reported net
                      earnings (after-tax) divided by average (twelve
                      months) total assets (both current and non-
                      current) of the Company for the Plan year.

            2.   The specific target levels will be changed from year to
                 year to reflect the changing emphasis of the business
                 plan.  Specific target levels for 1996 are set forth on
                 Exhibit 10.17a.

  V.   Performance Period

       Company performance goals will be for the 1996 calendar year.


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  VI.  Bonus Award Determination

       A.   Each year management will establish appropriate formula
            performance levels for minimum, target and maximum bonus
            awards.

       B.   As noted in Section III A, the target bonus amount for the
            President and CEO is 40% of salary and the target bonus for
            all other officers is 30% of salary.

       C.   Bonus awards for formula and discretionary portions will be
            evaluated and computed separately.

            1.   Formula bonus awards will be determined based on
                 achieving the performance levels indicated in the
                 following schedule:

                                      Level of  
                   Performance        Objective        Percent of     
                      Level            Achieved      Target Awarded   
               -------------------   -------------   --------------   
               Less than Threshold   Less than 80%        0.0%        
               Threshold                  80%            30.0%        
               Target                     100%           100.0%        
               Maximum                    120%           150.0%


                 For performance between Threshold and Target or between
                 Target and Maximum, award calculations will be pro-rated
                 on a linear basis.

  VII. Form and Timing of Award Payments

       A.   Awards will be determined and paid as soon as practical after
            the close of the Plan year.

       B.   At each participant's discretion and with the concurrence of
            the Compensation Committee of WICOR, Inc., awards may be paid
            in one of three ways:

            1.   Lump sum.

            2.   Partly in lump sum, and the remainder in deferred annual
                 installments.

            3.   Completely in deferred annual installments.

       C.   The Company will offer a deferred payment option to those
            officers who prefer not to receive their awards in current
                        cash, following these guidelines:<PAGE>
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            1.   Deferred incentive award payments will be carried as an
                 accrued liability with an interest rate (three-year
                 treasury bill rate) credited each year.

            2.   Deferral elections must be made prior to June 30 1996,
                 and a definite time period for deferral must be
                 specified.

  VIII.     Plan Administration

       A.   Compensation Committee:

            1.   The Plan will be administered by the Compensation
                 Committee of the Board of Directors of WICOR, Inc.
                 ("Committee").

            2.   The Committee's administration is subject to approval of
                 the Board of Directors of WICOR, Inc.

            3.   The decisions of the board are final and binding on all
                 participants.

            4.   The Board retains the right to terminate or amend the
                 Plan as it may deem advisable.

       B.   Partial Year Participation:

            1.   Participants must be employed by the Company on the last
                 day of the Plan year in order to receive an incentive
                 award for that year.  However, once earned, the award
                 will be paid to a participant regardless of whether
                 he/she is employed by the Company on the date payment is
                 made.

            2.   Awards for part year participants will be pro-rated
                 based on the proportion of the year that the participant
                 was in the Plan.  This includes participants who
                 terminate employment due to death, disability or
                 retirement.

            3.   Participants who terminate employment with the Company
                 prior to the last day of the Plan year shall forfeit all
                 rights to an incentive award payment under the Plan
                 except for terminations due to death, retirement or
                 disability.

            4.   A participant is deemed to be disabled if he/she becomes
                 eligible for benefits under the Company's Long Term
                 Disability Plan.



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                                                        Exhibit 10.17a

                     Sta-Rite Industries, Inc.
                    Incentive Compensation Plan
                 Formula Performance Goals   1996

     Performance Goal Net Earnings ($000)   Return on Assets 
  ----------------------   -------------------   ----------------
  Minimum                     $10,000               5.4%
  Target                      $12,000               6.7%
  Maximum                     $15,000               8.1%<PAGE>