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                                                      EXHIBIT  10.10

                       Wisconsin Gas Company
               Officers' Incentive Compensation Plan

                               1996



   I.   Objectives

        The principal objectives of the Plan are:

        A.   To motivate and to provide incentive for key officers and
             executive management team (EMT) of Wisconsin Gas Company 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 corporate
        officers and EMT of Wisconsin Gas.  The Chief Executive Officer of
        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
             participant, as a percentage of base salary, are as follows:


                                             Award as a % of Salary    
                                    -------------------------------------
            Position                  Minimum       Target        Maximum 
            ------------------       ---------      ---------- ---------
            President & CEO              0%           40%            60%  
            VP and EMT                   0%           20%            30%  


       B.   Only 50% of the President & CEO's award opportunity will be
            determined according to the provisions of this Plan.  Of that
            50%, 67% will be determined by Performance Plus and 33% will
            be determined by Net Income as a percentage of budget.  The
            remaining 50% will be determined based on the WICOR Officers'
            Incentive Compensation Plan.
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  IV.  Performance Criteria and Objective Setting

       A.   Each executive's incentive award will be related to the
            achievement of Company performance goals, and a component
            reflecting individual performance.

       B.   Total incentive opportunity is further based on the following
            measures:

            -    50% Performance Plus (Company-wide operational and
                 financial incentive Plan)

            -    25% Net Income as a percentage of budget

            -    25% Individual 

            Therefore, 75% of the total bonus opportunity is based on
            operational and financial results 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
            the Net Income level was inadequate or that services to
            customers did not meet corporate goals or standards developed,
            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.  Bonus Award Determination

       A.   Performance Plus.  Each year management will recommend
            specific goals for safety, customer service and cost
            effectiveness.  Associated with various levels of performance
            for each goal will be a certain number of award points.  The
            cumulative total of these points adjusted by a "multiplier",
            based on Net Income as a percent of budget, will determine the
            formula payout under this portion of the Plan.

            For 1996, the performance measures and related points and the
            "multiplier" are set forth in Exhibit 10.13a.

       B.   Net Income as a Percentage of Budget

            Actual net income as a percentage of budget will generate
            incentive compensation equal to 25% of the target award
                        multiplied by the following percentages:<PAGE>
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                                  Net Income        % of     
                                     as %          Target   
            Performance Level       of Budget      Awarded  
            -------------------  --------------    -----------
            Less than threshold  Less than 85%       0.0%   
            Threshold                 85%            1.0%   
            Target                   100%          100.0%   
            Maximum                  120%          150.0%   

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

            For 1996, the amount of targeted net income is set forth in
            Exhibit 10.10a.

       C.   Total performance awards will be calculated by combining the
            payouts from Performance Plus, Net Income and Individual
            Components.

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

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  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.

            5.   In evaluating actual Company performance results in
                 comparison with pre-established objectives established
                 for the Plan year, and in establishing resulting
                 incentive compensation levels, the Compensation
                 Committee, at their sole discretion, may take unusual
                 and unique factors into consideration as they deem
                 appropriate.  Similarly, the Committee may modify
                 performance targets during the course of a  Plan year if
                 significant change takes place which would affect the
                 measure.

            6.   It shall be the Committee's responsibility to review the
                 overall reasonableness of incentive compensation paid to
                 participants of this Plan in relation to overall
                 services performed and results obtained by the Company
                 during the Plan year.  The Committee shall make its
                 determination on the basis of its judgement as to what
                 constitutes satisfactory performance with respect to the
                 fulfillment of the Company's mission or charter.  Issues
                 to be considered shall include, but not be limited to
                 the following:

                 a.   Quality and level of service provided to
                      customers.

                 b.   Health and safety considerations.

                 c.   Maintenance of specific required standards of
                      performance.

                 d.   Representation of shareholders' interests
                      (including Rate of Return achieved compared to
                      allowed).

            Based upon this review, the incentive compensation paid to
            participants may be reduced or withheld so that the total
            compensation paid will be reasonable in relation to services
            performed.  The decisions of the Committee are final and
            binding on all parties.

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       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.
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                                                       Exhibit 10.10a
                       Wisconsin Gas Company
                    Incentive Compensation Plan
                     Formula Performance Goals
                               1996


Performance Plus*

                                                           Maximum
                                                            Points
                                                           -------
  1.   Rate Improvement
            Improvement in Residential Rates              10

  2.   Customer Service
            Favorability/Customer Satisfaction            10   

  3.   Safety                                               10   

  4.   Cost Effectiveness
            Operation & Maintenance Expense                10   
                                                           -------
       Maximum Total Points (Target = 24 points)            40   

  5.   Multiplier


        Net Income as % of                    Multiplier     
              Budget  
       --------------------              --------------------
       Less than 85%                        0.0000       
            85%                             0.0100       
            90%                             0.3333       
            95%                             0.6667       
           100%                             1.0000       
           110%                             1.2500       
           120%                             1.5000       


    *  This is a summarization of the Performance Plus Plan which will
       govern the actual calculation of the payout amounts.

               Net Income as a % of Budget
                      -----------------------------------------
       Minimum         (85%)     $23,035,000
       Target         (100%)     $27,100,000
       Maximum        (120%)     $32,520,000

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