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Exhibit 10.a




FIRST AMENDMENT TO THE

WM. WRIGLEY JR. COMPANY

EXECUTIVE COMPENSATION DEFERRAL PROGRAM

(As Amended and Restated Effective January 1, 2008)




     WHEREAS, Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), has adopted and
maintains the Wm. Wrigley Jr. Company Executive Compensation Deferral Program, as amended and
restated effective January 1, 2008 (the “Program”), a program established under the Wm. Wrigley Jr.
Company 2007 Management Incentive Plan (the “MIP”); and



     WHEREAS, the Company desires to amend the Program to provide for nonelective deferrals to be
allocated to a participant’s account to the extent that Retirement Contributions allocated to such
participant’s account under the Wrigley Savings Plan are subject to certain statutory and plan
limitations, and in certain other respects.



     NOW THEREFORE, pursuant to the power of amendment contained in Section 1.10 of the MIP, the
Program hereby is amended, effective January 1, 2008, or as of such other date set forth herein, as
follows:



     1. Section 1 of the Program is hereby amended by replacing the first sentence as it appears
therein with the following sentence:




The purpose of this Wm. Wrigley Jr. Company Executive Compensation
Deferral Program (the “Deferral Program”) is to provide eligible
executives of Wm. Wrigley Jr. Company (the “Company”), or any
corporation or other form of business association of which 50% or
more of the shares or other ownership interests are owned or
controlled by the Company (each, a “Subsidiary”), (i) with the
opportunity to defer the receipt of all or any portion of their
awards under the Company’s Executive Incentive Compensation Program
(the “EICP”), Long-Term Stock Grant Program (the “LTSG Program”) and
Stock Award Program (the “SAP”); (ii) effective January 1, 2006,
with the opportunity to defer the receipt of up to 25% of their base
salary, to the extent such deferral amount exceeds the statutory
limits applicable to salary deferrals under the Wrigley Savings
Plan, and to receive



 









 






from the Company related matching contributions; and (iii) effective
July 1, 2008, with nonelective deferrals to the extent that
Retirement Contributions allocated to their account under the
Wrigley Savings Plan are subject to certain statutory and plan
limitations.



     2. Section 2 of the Program is hereby amended in its entirety to read as follows:




(a) Each executive of the Company or a Subsidiary who is eligible
to receive an award under the EICP, LTSG Program or SAP shall be
eligible to defer all or any portion of such award in accordance
with Sections 3, 4 and 5, respectively, of the Deferral Program.




(b) Each executive of the Company or a Subsidiary who is employed
in a grade level or position designated by the Compensation
Committee of the Board of Directors of the Company (the
“Compensation Committee”) shall be eligible to defer up to 25% of
such executive’s base salary in accordance with Section 6 of the
Deferral Program.




(c) Each executive of the Company or a Subsidiary who is employed in
a grade level or position designated by the Compensation Committee
and is eligible to receive an allocation of a Retirement
Contribution for a Plan Year, within the meaning of and pursuant to
the terms of the Wrigley Savings Plan, shall be eligible for an
Excess Retirement Contribution in accordance with Section 7 of the
Deferral Program.




(d) Each eligible executive who participates in this Deferral
Program shall be referred to herein as a “Participant.”



     3. Section 3(d) of the Program is hereby amended by replacing the fourth and fifth sentences
as they appear therein with the following two sentences:




In such event, the Compensation Committee shall transfer the amounts
deferred in the discontinued investment option to such other
investment option that the Compensation Committee deems appropriate;
provided, however, the Participant may elect, if he
or she does so in a timely manner and in accordance with the
procedures prescribed by the Company, to transfer such amounts to
such other investment options as the Compensation Committee shall
make available at such time. For purposes of a transfer



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election described in this Section, a Share Unit shall have a value
equal to the price of Common Stock on the New York Stock Exchange
during such period immediately preceding and/or immediately
following the date of the transfer, as the Compensation Committee
shall determine.



     4. Section 4(c) of the Program is hereby amended by replacing the fifth and sixth sentences as
they appear therein with the following sentence:




In such event, the Compensation Committee shall transfer the amounts
deferred in the discontinued investment option to such other
investment option that the Compensation Committee deems appropriate;
provided, however, the Participant may elect, if he
or she does so in a timely manner and in accordance with the
procedures prescribed by the Company, to transfer such amounts to
such other investment options as the Compensation Committee shall
make available at such time.



     5. Section 5(c) of the Program is hereby amended by replacing the fourth and fifth sentences
as they appear therein with the following sentence:




In such event, the Compensation Committee shall transfer the amounts
deferred in the discontinued investment option to such other
investment option that the Compensation Committee deems appropriate;
provided, however, the Participant may elect, if he
or she does so in a timely manner and in accordance with the
procedures prescribed by the Company, to transfer such amounts to
such other investment options as the Compensation Committee shall
make available at such time.



     6. Section 6(c) of the Program is hereby amended by replacing the phrase “Internal Revenue
Code of 1986, as amended (the “Code”)” with the term “Code” as it appears therein.



     7. Section 6(f) of the Program is hereby amended by replacing the fourth and fifth sentences
as they appear therein with the following two sentences:



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In such event, the Compensation Committee shall transfer the amounts
deferred in the discontinued investment option to such other
investment option that the Compensation Committee deems appropriate;
provided, however, the Participant may elect, if he
or she does so in a timely manner and in accordance with the
procedures prescribed by the Company, to transfer such amounts to
such other investment options as the Compensation Committee shall
make available at such time. For purposes of a transfer election
described in this Section, a Share Unit shall have a value equal to
the price of Common Stock on the New York Stock Exchange during such
period immediately preceding and/or immediately following the date
of the transfer, as the Compensation Committee shall determine.



     8. The following new Section 7 is hereby added to the Program and the remaining subsequent
Sections (including all references made thereto) are hereby renumbered accordingly:



     7. Excess Retirement Contributions.




     (a) Amount of Contribution. If an eligible executive
is entitled to an allocation of a Retirement Contribution for a Plan
Year, within the meaning of and pursuant to the terms of the Wrigley
Savings Plan, the Excess Retirement Contribution Account established
for such executive pursuant to Section 7(c) shall be credited with
an amount (an “Excess Retirement Contribution”) equal to the excess,
if any, of:




(i) 5% of the sum of (i) the executive’s Retirement
Contribution Compensation for such Plan Year, as defined in
the Wrigley Savings Plan but determined without regard to
the limitation set forth in section 401(a)(17) of the Code,
plus (ii) the executive’s EICP bonus earned for such Plan
Year, over




(ii) the amount of the Retirement Contribution actually
credited to the executive’s Retirement Contribution Account
for such Plan Year under the Wrigley Savings Plan.




     (b) Investment Options. Each Excess Retirement
Contribution shall be credited to the Participant’s Excess
Retirement Contribution Account as either Share Units or



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Investment Fund Credits, as specified by the executive in accordance
with procedures established by the Company.




     (c) Excess Retirement Contribution Account. There
shall be established for each Participant who is entitled to an
Excess Retirement Contribution an account to be designated as an
Excess Retirement Contribution Account.




(i) Crediting of Excess Retirement Contributions.
An Excess Retirement Contribution shall be credited to a
Participant’s Excess Retirement Contribution Account with
respect to a Plan Year concurrently with the allocation of
the related Retirement Contribution to such Participant’s
Retirement Contribution Account for such Plan Year under the
Wrigley Savings Plan.




(ii) Share Units. To the extent that a
Participant has elected that amounts be credited to his or
her Excess Retirement Contribution Account as Share Units,
the number of such Share Units shall be determined on the
basis of the price of Common Stock on the New York Stock
Exchange during such period immediately preceding and/or
immediately following the date or dates the Share Units are
to be credited, as the Compensation Committee shall
determine. As soon as administratively practicable
following the payment date of any dividend on Common Stock,
the Excess Retirement Contribution Account of each
Participant shall be credited with dividend equivalents
equal to the sum of all dividends that such Participant
would have received on such date had the Participant been
the owner of a number of shares of Common Stock equal to the
number of Share Units in the Participant’s Excess Retirement
Contribution Account on the record date for such dividend.
The amount so credited shall be converted into additional
Share Units with the number of Share Units being determined
on the basis of the price of Common Stock on the New York
Stock Exchange during such period immediately preceding
and/or immediately following the date or dates as of which
dividends are to be credited, as the Compensation Committee
shall determine.




(iii) Investment Fund Credits. During such period
as Investment Fund Credits are credited to a Participant’s
Excess Retirement Contribution Account, the amount of such
account allocated to each Investment Fund shall be credited
with interest and earnings (including gains and losses)
equivalent to the amount that would have accrued



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during such period had the amount so credited been actually
invested in such Investment Fund.




     (d) Changes in Investment Election. Each Participant
may elect to transfer amounts deferred as Share Units or Investment
Fund Credits into Share Units or Investment Fund Credits, including
transferring Investment Fund Credits from one Investment Fund to a
different Investment Fund; provided, however, that
if the Participant is a person subject to Section 16(b), then the
Compensation Committee, in its discretion, may require that such
election be made at such time and in such manner as complies with
the applicable provisions of Rule l6b-3. A transfer election
pursuant to this Section 7(d) shall be made in accordance with
procedures prescribed by the Company. The Compensation Committee
may, from time to time, discontinue any of the investment options
available under this Section 7. In such event, the Compensation
Committee shall transfer the amounts deferred in the discontinued
investment option to such other investment option that the
Compensation Committee deems appropriate; provided,
however, the Participant may elect, if he or she does so in
a timely manner and in accordance with the procedures prescribed by
the Company, to transfer such amounts to such other investment
options as the Compensation Committee shall make available at such
time. For purposes of a transfer election described in this
Section, a Share Unit shall have a value equal to the price of
Common Stock on the New York Stock Exchange during such period
immediately preceding and/or immediately following the date of the
transfer, as the Compensation Committee shall determine.



     9. The first sentence of Section 8(c) of the Program (as renumbered pursuant to item 8 above)
is hereby amended by (i) replacing the word “and” with a comma “,” and (ii) inserting the phrase
“and Excess Retirement Contribution Account” after the phrase “Savings Restoration Account,” where
it appears therein.



     10. Section 8(c)(i) of the Program (as renumbered pursuant to item 8 above) is hereby amended
in its entirety as follows:




(i) Initial Deferral Election. If an eligible executive’s
participation in the Deferral Program commences upon such
executive’s



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election to participate pursuant to Section 3, 4, 5 or 6, then prior
to the first day of the calendar year for which such election takes
effect, such executive shall elect the time and form of distribution
of all of such executive’s accounts maintained under the Deferral
Program; provided, however, that executives who are
Participants in the Deferral Program as of December 31, 2006 may
elect the time and form of distribution of such accounts on or
before December 31, 2006. If an eligible executive’s participation
in the Deferral Program commences upon the crediting of an Excess
Retirement Contribution to such executive’s Excess Retirement
Contribution Account pursuant to Section 7, then not later than 30
days after the first day of the calendar year immediately following
the first year in which the executive accrues a benefit under
Section 7, such executive shall elect the time and form of
distribution of all of such executive’s accounts maintained under
the Deferral Program.



     11. Section 13 of the Program (as renumbered pursuant to item 8 above) is hereby amended by
replacing the term “Plan” with the term “Deferral Program” as it appears therein.



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