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                                                          EXHIBIT 10-9
                        Wisconsin Gas Company
             2000 Officer's Incentive Compensation Plan


I.    Objectives
      ----------
The principle objectives of the Plan are:

   A.  To motivate and to provide incentive for officers and the General
Manager - Water of Wisconsin Gas Company to create economic value.

   B.  To ensure a focus on earning a return on capital in excess of the cost
of capital while also achieving the performance plus goals.

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

   D.  To yield competitive total compensation levels when performance goals
meet the cost of capital requirement.

II.    Eligibility
       -----------
Participation in the Plan is limited to designated officers and the General
Manager - Water 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 (calendar year earnings), are as
follows:

                            Award as Percent of Salary
                         --------------------------------
Position                 Minimum      Target      Maximum
----------------         -------      ------      -------
President & CEO             0%          40%         87%

Senior VP                   0%          35%       76.125%

VP and Direct Reports       0%          20%       43.5%

   B.  Each executive's award will be determined based on a combination of WEG
and individual performance, with WEG performance accounting for 75% of the
award and individual performance weighted at 25%.

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IV.    Performance Criteria and Objective Setting
       ------------------------------------------
   A.  Financial Component (75% Weight)

      1.)  Overall WEG performance will be measured by Return on Capital (ROC),
which is defined as NOPAT (Net Operating Profit After Tax) divided by Total
Capital Employed (NOPAT and Total Capital Employed are defined in Appendix I).
Threshold, Target, and Maximum ROC performance levels, and their corresponding
incentive awards are as follows:

  Performance Level   2000 Return on Capital   Award as a % of Target
  -----------------   ----------------------   ----------------------
  Below Threshold         Less than 6.0%                0%

  Threshold                   6.0%                      1%

  Target                      7.0%*                   100%

  Maximum or Above            9.1%                    200%

* WGC Cost of Capital = 7.0%

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

      1.  ROC payouts will be further modified by performance against budgeted
criteria denoted as "Performance Plus" (the modifier).   Performance Plus
consists of Rate Comparison, Customer Service, Safety, and Cost Effectiveness.
Each year management will recommend specific goals for the aforementioned
criteria.  Associated with various levels of performance for each goal will be
a certain number of award points.  The cumulative total of these points will
determine the modification factor.  As seen below, achievement of Performance
Plus can modify the award by +/- 20%, or eliminate the award if the threshold
number of points is not achieved.

     Performance Plus       Performance Plus      Award modification
       Achievement              Points             as a % of Target
     ----------------       ----------------      ------------------
     Below Threshold          < 12 points                 0%

     Threshold                  12 points                80%

     Target                     24 points               100%

     Maximum                    40 points               120%


For performance at levels between Threshold and Target or between Target and
Maximum award calculations will be interpolated on a linear basis.



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   B.  Discretionary/Individual Component (25% Weight)

The individual component of total incentive compensation will be based on the
individual's overall performance as measured against previously identified and
agreed upon goals and objectives.  The award may vary between 0% and 150% of
the individual performance portion of the target award, and will be determined
and paid independently of Company financial performance.

Combining the previously mentioned components yields the following formula for
determining annual incentive payouts:


Step 1             [ Base Salary   x   Eligible Target % ]

                    Multiplied by sum of step 2 and step 3

Step 2     [(ROC Award %  x   Performance Plus Modifier %)   x 75%]

                                    Plus

Step 3                    [Discretionary %  x  25%]

                                   Equals

                           Annual Incentive Award


   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.  The performance criteria in this Section IV have been established on the
basis of WICOR remaining an independent, publicly-traded corporation.  Pursuant
to the Agreement and Plan of Merger, dated as of June 27, 1999 and amended as
of September 9, 1999, WICOR will become a wholly-owned subsidiary of Wisconsin
Energy Corporation  and no longer will be an independent, publicly-traded
corporation.  It is contemplated that the merger will close in the Spring of
2000.  If the merger closes in 2000, the ways in which various WICOR business
functions are integrated into Wisconsin Energy in 2000 may make it necessary or
appropriate to change one or more of the performance criteria on which awards
under the Plan will be based.  The Board of Directors reserves the right to
make such changes at any time before December 31, 2000.


V.    Performance
      -----------
Company performance goals will be for the 2000 calendar year.

VI.    Treatment of Acquisitions and Investments
       -----------------------------------------
   A.  Acquisitions

The capitalized value (NOPAT/Target's Cost of Capital) of the acquired entity's
last full year's NOPAT will be added to the capital base of the acquiring
business unit in the month of acquisition.  The acquisition premium (defined as
the excess of the purchase price over the capitalized value ) will be
incorporated into the capital base at a rate of 20% per year starting at the
beginning of the first calendar year after the acquisition.


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   B.  Investments

The entire value of investments of an operating nature (capital expenditures)
will be added to the capital base.  However, investments of a significant
dollar amount, whose project life extends beyond ten years, will be reviewed by
management for potential adjustments to the capital base (similar to the
treatment for acquisitions).

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 two ways:

      1.   Lump sum.

      2.  Partly in lump sum and the remainder in deferred payments.

   C.  The Company offers a deferred payment option as part of the WICOR, Inc.
Non-Qualified Deferred Compensation Plan to those officers who prefer not to
receive their awards in current cash.  Deferral elections must be made in
accordance with the provisions of the Non-Qualified Deferred Compensation Plan.
   D.  Additionally, if performance significantly exceeds the maximum standard
established, the Compensation Committee has the discretion to provide an
incentive payout in excess of the maximum allowable payout.  However, any
exceptional performance which qualifies for this award, must be a direct result
of management efforts and not due to external factors beyond management's
control.  Any awards in excess of the maximum payout opportunity would be paid
in WICOR restricted stock which would vest ratably over five years. However, if
a participant terminates employment due to death, retirement, or disability,
any prior restricted stock awards made under this provision would become
immediately vested.

   E.  In the event the company's overall ROC is negatively impacted by the
inclusion of a newly acquired company's results, the compensation committee has
the discretion to make a supplemental incentive payment.  The supplemental
payment will be considered if the acquired company is meeting the financial
projections established at the time of the acquisition and the officers of the
acquiring entity would have otherwise received a higher incentive payment had
it not been for the inclusion of the acquired entity's results.  The purpose of
this supplemental incentive provision is to motivate officers to invest in
value building projects.  The duration of the supplemental incentive period
will be no more than three years.


VIII.    Implementation
         --------------
   A.  The effective date of the Plan is January 1, 2000.



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IX.    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.


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                              Appendix 1



DEFINITION OF TERMS
Wisconsin Gas Company




NOPAT-Net Operating Profit After Taxes-is calculated as follows:

>>  Net Income per financial statements
      Plus:  bad debt expense (net of tax)
      Less:  bad debt write-offs (net of tax)

>>  Plus the change in specific equity equivalents (net of tax):
      Less:  pension and OPEB income (net of tax)
      Plus:  funding of pension and OPEB plans (net of tax)

  >>  Regulatory Tax Assets and Liabilities
  >>  Injuries and Damage Reserve
  >>  Assets or Liabilities for Deferred Compensation Plans

>>  Plus interest expense (net of tax)

Definition:  Capital-An approximation of the economic book value of cash
invested.  Capital is the sum of:

>>  Shareholders equity

>>  Long and short term debt

>>  Capital Equivalents (net of tax)

Measurement of capital employed is determined using a 13 month rolling average