<PAGE>
<PAGE>  1
                                                      EXHIBIT  10.11

                            WICOR, 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 WICOR
             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.

        D.   To document the basis of participation by plan participants in
             subsidiary companies' incentive compensation plans, and to
             provide supplemental WICOR incentive compensation as required
             to achieve the above objectives.

   II.  Eligibility

        Participation in the Plan is limited to designated WICOR corporate
        officers and subsidiary unit heads.  The Chief Executive Officer
        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
             executive, as a percentage of base salary, are as follows:


                                      Award as Percent of Salary    
                                               ---------------------------------
                   Position       Minimum      Target      Maximum 
                 -------------         --------  -------- ---------
                 CEO, WICOR          0%           50%       75.0%  
                 Others              0%           40%       60.0%  

<PAGE>
<PAGE>  2
       B.   Each executive's award will be determined based on a
            combination of WICOR, subsidiary and individual performance,
            with specific weights as follows:



                                  Percentage of Award Determined By: 
                                 ------------------------------------
                Position             WICOR     Subsidiary   Individual 
                                 Performance  Performance  Performance
            --------------------  -----------  -----------  -----------
            CEO, WICOR                75%           0%         25%    
            Subsidiary Unit Head      25%          50%         25%    
            CFO, WICOR                75%           0%         25%    


            Determination of the WICOR performance and individual
            performance portions of the award are described in Section IV
            of this document.  The Subsidiary performance portion is
            determined according to the Officer Incentive Compensation
            Plan for that subsidiary.


  IV.  Performance Criteria and Objective Setting

       A.   Overall WICOR performance will be measured by earnings per
            share.  Threshold, Target and Maximum EPS performance levels,
            and incentive awards corresponding to each performance level
            are as follows:


                              Performance                Award As %
              Performance        As % of         1996     Of Target 
                 Level            Target          EPS       Award   
            ----------------      ------------- -------------------
            Below Threshold   less than 85%     less than   0.0%   
                                               $2.18  

            Threshold              85%           $2.18       1.0%   

            Target                100%           $2.56        100%   
                                              (budget)

            Maximum or Above   120% or more      $3.07        150%   
                                               or more 


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

<PAGE>
<PAGE>  3
       B.   The individual component of total incentive compensation will
            be determined by the WICOR Compensation Committee based on
            recommendations from the CEO reflecting 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
            Corporate 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.


  V.   Performance Period

       Company performance goals will be for the 1996 calendar year.


  VI.  Form and Timing of Award Payments

       A.   Awards will be determined and paid as soon as practicable
            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:

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


  VII. Implementation

       A.   The effective date of the Plan is January 1, 1996.
<PAGE>
<PAGE>  4
  VIII.     Plan Administration

       A.   Compensation Committee

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

            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
                 Plan 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 a bonus for
                 that year.  However, once earned, a bonus 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.<PAGE>