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                                      WICOR, Inc.
                          1992 DIRECTOR STOCK OPTION PLAN
                            AS AMENDED DECEMBER 15, 1998

I.   PURPOSE.

      The purpose of the WICOR, Inc. 1992 Director Stock Option Plan (the 
"Plan") is to promote the best interests of WICOR, Inc. (the "Company") and 
its shareholders by providing a means to attract and retain directors of 
exceptional competence who are not employees of the Company or any subsidiary 
or affiliate thereof ("Eligible Directors") and to provide opportunities for 
stock ownership by such Eligible Directors which will increase their 
proprietary interest in the Company and, consequently, their identification 
with the interests of the Company's shareholders.

II.   SECURITIES SUBJECT TO THE PLAN.

      Subject to adjustment as provided in Section XI hereof, an aggregate of 
 300,000  shares of the Company's common stock, $1 par value ("Common Stock"), 
may be issued to Eligible Directors upon the exercise of options granted under 
the Plan ("Options").  The shares of Common Stock deliverable upon the 
exercise of Options may be from authorized but unissued shares of the Company 
or shares reacquired by the Company and held as treasury shares; provided, 
however, that shares of Common Stock deliverable upon the exercise of Options 
bearing Grant Dates (as hereinafter defined) on or after December 31, 1998, 
shall be shares of  Common Stock reacquired by the Company and held as 
treasury shares.  In the event that an Option granted under the Plan expires, 
is cancelled or terminates unexercised as to any shares of Common Stock 
covered thereby, if shares of Common Stock are used to satisfy the Company's 
tax withholding obligations, or if shares of Common Stock are delivered to the 
Company as payment of the Purchase Price (as hereinafter defined) upon 
exercise, such shares shall thereafter be available for the granting of 
additional Options under the Plan.

III.   EFFECTIVE DATE:  DURATION OF PLAN.

      The Plan shall become effective as of the date of its adoption by the 
Company's Board of DirectorsThe Plan shall terminate (a) when the total number 
of shares of Common Stock with respect to which Options may be granted have 
been issued, or (b) by action of the Board of Directors pursuant to Section 
XIV hereof, whichever shall first occur.

IV.   ADMINISTRATION.

      The Plan shall be administered by the Compensation Committee (the 
"Committee") of the Company's Board of Directors. Grants of Options under the 
Plan and the amount and nature of the awards to be granted shall be automatic 
as described in Section VI hereof.  
However, all questions regarding interpretation, administration and 
application of the Plan, any related agreements and instruments, and the value 
of shares of Common Stock subject to Options shall be subject to the good 
faith determination of the Committee, which determination shall be final and 
binding

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VI.   OPTIONS.

      (a)   Grant of Options.  Subject to adjustment as provided in Section 
XI, as long as this Plan is effective and has not been terminated, on the 
fourth Tuesday in February of each year, commencing February 23, 1993, each 
Eligible Director shall automatically receive an Option to purchase  Four 
Thousand  (4,000)shares of Common Stock.  Any date on which an Eligible 
Director receives an Option shall be referred to as a "Grant Date".

      (b)   Purchase Price.  The purchase price at which shares of Common 
Stock may be purchased pursuant to Options granted under the Plan shall be 
equal to the mean of the high and low prices for shares of Common Stock as 
reported in consolidated trading for securities traded on the New York Stock 
Exchange (or in the principal market on which the Common Stock is traded, if 
other than on the New York Stock Exchange) on the Grant Date (or if no sales 
occurred on such date, the average of the high and low prices for shares of 
Common Stock as reported in consolidated trading for securities traded on the 
New York Stock Exchange or on such other principal market on the last 
preceding date on which sales of Common Stock occurred) (the "Purchase 
Price").

      (c)   Option Period.  Subject to the following sentence, an Option 
granted under the Plan may be exercised at any time while the Eligible 
Director holding the Option remains a director of the Company and within two 
(2) years after an Eligible Director ceases to be a director of the Company.  
No Option granted under the Plan shall be exercisable after the expiration of 
ten (10) years from the Grant Date of such Option.

      (d)   Exercise of Options.  An Option shall be exercised in whole or in 
part only by delivery of written notice to the Company setting forth the 
number of shares with respect to which the Option is to be exercised and the 
address to which the certificates for such shares are to be mailed, together 
with cash or its equivalents (including checks, bank drafts or postal or 
express money orders payable to the order of the Company) and/or such other 
consideration (including previously acquired shares of Common Stock or shares 
of Common Stock issuable upon exercise of the Option) as may be approved by 
the Committee, in an amount equal to the aggregate Purchase Price of such 
shares.  Any shares of Common Stock tendered by an Eligible Director in 
connection with the exercise of an Option shall be valued as of the date of 
exercise in accordance with Section VI(b) of the Plan.  As soon as practicable 
after receipt of such written notification and payment, the Company shall 
deliver to the Eligible Director certificates for the number of the shares 
with respect to which such Option has been so exercised, issued in the 
Eligible Director's name.

      (e)   Transferability of Options.  Options shall not be transferable 
otherwise than by will or the laws of descent and distribution and shall be 
exercisable during the Eligible Director's lifetime only by such Eligible 
Director or by his or her guardian or legal representative.

      (f)   Termination.  Except as expressly provided herein, an Option shall 
terminate on the earlier of:

         (i)     its expiration date as provided above; or
         (ii)    two (2) years after the Eligible Director
                 ceases to be a director of the Company.

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VII.   MANDATORY HOLDING PERIOD FOR COMMON STOCK.

      Shares of Common Stock delivered by the Company upon the exercise of an 
Option may not be sold by the Eligible Director or other holder thereof within 
the six- (6) month period following the Grant Date of such Option unless such 
a sale is consummated with the written consent of the Committee.  The Company 
may place a legend which sets forth this six- (6) month transfer restriction 
on any certificate representing shares of Common Stock delivered upon the 
exercise of an Option within six (6) months of the Grant Date.

VIII.   REQUIREMENTS IMPOSED BY LAW.

      The Company is not required to sell or issue any shares of Common Stock 
under any Option if the issuance of such shares constitutes a violation by the 
Eligible Director or by the Company of any provisions of any law or regulation 
of any governmental authority or national securities exchange.  Any such 
determination by the Committee shall be final, binding and conclusive.

IX.   NO RIGHTS AS SHAREHOLDERS WITH RESPECT TO OPTIONS.

      An Eligible Director shall not have rights as a shareholder with respect 
to shares of Common Stock covered by an Option except to the extent that an 
Option has been exercised, the Purchase Price paid and a stock certificate 
issued therefor.

X.   NO RIGHT TO CONTINUE AS A DIRECTOR.

      The granting of any Option shall not impose upon the Company or its 
shareholders any obligation to continue to retain an Eligible Director as a 
member of the Company's Board of Directors, and the right of the Company or 
its shareholders to remove an Eligible Director shall not be diminished or 
affected in any way by reason of the fact that an Option has been granted to 
such director.

XI.   ADJUSTMENT OF AND CHANGES IN COMMON STOCK.

      In the event of a reorganization, recapitalization, stock split, stock 
dividend, combination of shares, merger, consolidation, distribution of 
assets, or any other changes in the corporate structure or stock of the 
Company, the aggregate number and kinds of shares of Common Stock authorized 
by the Plan, the number and kind of shares covered by outstanding options 
granted under the Plan and the Purchase Price for each Option shall be 
automatically adjusted.

XII.   NON-STATUTORY OPTIONS.

      All Options granted under the Plan shall be non-statutory options not 
intended to qualify under Section 422A of the Internal Revenue Code of 1986, 
as amended.


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XIII.   WITHHOLDING.

      In the event the Company determines that it is required to withhold 
Federal or state income tax as a result of the exercise of any Option, it may 
require the Eligible Director to make arrangements satisfactory to the Company 
to enable it to satisfy such withholding requirements as a condition to the 
exercise of the Option.

XIV.   AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.

   The Company's Board of Directors may, subject to applicable law and the 
shareholder approval requirements of the New York Stock Exchange, suspend, 
terminate, revise or amend the Plan in any respect whatsoever (including 
amending the Plan from time to time to cause it to continue to comply with the 
rules of the Securities and Exchange Commission under Section 16 of the 
Securities Exchange Act of 1934, as amended (the "Section 16 Rules")); 
provided, however, that no such suspension, termination, revision or amendment 
shall become effective if it would cause the Plan to cease to comply with the 
Section 16 Rules.  Without limitation, the Board of Directors shall have the 
right from time to time to amend the first sentence of Section VI(a) of the 
Plan to provide that each of the Options to be automatically granted at the 
times specified in the Plan to the Eligible Directors shall cover such number 
of shares of Common Stock not less than Two Hundred  (200) and not more than 
Four Thousand  (4,000) shares as determined at the time of amendment of 
Section VI(a) by the Board of Directors.  Notwithstanding the foregoing, the 
provisions of Sections V and VI of the Plan may not be amended more than once 
in any six (6)-month period other than to comply with changes in the Internal 
Revenue Code or the rules thereunder.

XV.   NOTICE.

      Any written notice to the Company required by any of the provisions of 
the Plan shall be addressed to the Secretary of the Company at the Company's 
principal executive office, and shall become effective upon receipt.

XVI.   FRACTIONAL SHARES.

      No fractional share of Common Stock shall be issued pursuant to the 
exercise of an Option, but in lieu thereof, the cash value of such fractional 
share shall be paid.

XVII.   SECTION 16 COMPLIANCE.

      Transactions under the Plan are intended to comply with all applicable 
conditions of Rule 16b-3 or its successors under the Securities Exchange Act 
of 1934, as amended.  To the extent any provision of the Plan or action by the 
Committee or the Company's Board of Directors fail to so comply, it shall be 
deemed null and void, to the extent permitted by law and deemed advisable by 
the Committee or the Company's Board of Directors.