<PAGE>

             1996 EXECUTIVE INCENTIVE COMPENSATION PLAN





                                                   November, 1995

<PAGE>

          The Wm. Wrigley Jr. Company has provided an Executive
Incentive Compensation Plan for selected managers since 1978.  This
is not a continuing plan but is reviewed by the Compensation
Committee of the Board of Directors each year to determine if a
plan should be adopted for that year, the positions which will be
eligible to participate, and the associated companies which will be
included.

          The Compensation Committee has authorized the 1996 Plan. 
Participants have an opportunity to receive awards based on
corporate and individual performance during the corporate fiscal
year from January 1, 1996, through December 31, 1996.  Those
selected to participate will not take part in any group achievement
fund or similar incentive plan which their particular unit may
provide for employees.  Each associated company will bear the
appropriate cost of awards made to employees.

          Awards are calculated on the base annual salary each
participant actually earns during the plan year.  Most participants
are paid base annual salary in 12 monthly increments, but managers
of some international associated companies receive their base
salary in 13 or more increments.

          Incentive awards will be distributed in the first quarter
of 1997 when the financial results of the company and the
respective units are known for the 1996 fiscal year.


           To be eligible to receive an award, a participant must
be on the payroll as of their last payroll period before or
coincident with December 31, 1996.  Also sharing proportionately
in awards based on corporate and individual performance will be:


           - Employees on leave of absence as of December 31,
             1996, including those on maternity leave;

           - Employees who retire during the Plan year, on or
             after reaching age 55;

           - Beneficiaries of the Company's noncontributory
             Group Life Insurance Plan named by eligible
             employees who die during the 1996 Executive
             Incentive Compensation Plan year.

<PAGE>

                        PURPOSES OF THE PLAN

           1.   Maintain a total cash compensation
                package for participating managers
                commensurate with accountability and
                competitive with the industry.

           2.   Recognize and reward participating
                managers in accord with current
                performance.

           3.   Encourage and reward individual
                initiative, creativity, and extra
                effort which result in measurable
                improvements in your company's
                operations.

           4.   Encourage teamwork.

           5.   Relate incentive awards to overall
                corporate or unit performance as
                well as individual accomplishment.

<PAGE>

           6.   Encourage participating managers to
                develop and carry out unit and
                departmental goals which support and
                enhance corporate longer range
                goals.

           7.   Maintain an earnings opportunity for
                participants which will retain and,
                when necessary, attract outstanding
                performers.

                            AWARD LEVELS

      The 1996 Executive Incentive Compensation Plan has various
levels reflecting the individual accountability and impact on
company operations of the participants.  Target award levels are
earned by fully meeting performance criteria on challenging and
realistic personal, unit, and/or corporate goals and by fully
effective teamwork.  Higher awards up to a maximum of 150% of
target levels are earned for truly outstanding and exceptional
achievements above target performance.

      All participants are assigned weightings for individual
performance elements which can include unit goals, personal goals,
and teamwork effectiveness.  Based on accountability some
participants also have a corporate performance element.   The sum
of each participant's element weightings total 100.   Each element
is rated separately using the performance standards defined in
Exhibit I.

<PAGE>

      Each personal goal and unit goal within those respective
elements is separately rated, totaled, and averaged.  These average
ratings may be adjusted up to plus or minus 15 percentage points to
reflect performance not otherwise measured in the ratings for the
separate goals if, in the judgment of the person evaluating
performance, a change is justified.

      The teamwork rating is based on each participant's
effectiveness as a manager in making the team work - - -
responsive, cooperative, and a positive contributor toward optimum
end results with top priority to company rather than to personal
success.

      The maximum rating for any goal is 150%.  The minimum rating
for any goal is 30%.  If the adjusted average rating for any
element is below 50%, no award is earned for that element.

      Element ratings of 50% or more are multiplied by the
respective element weightings and totaled.  The total weighted
performance is multiplied by a participant's target opportunity
percent to determine the award expressed as a percent of salary.


                       GOAL SETTING PROCEDURE
Corporate Goals

      The President and Chief Executive Officer will present 1996
corporate goals to the Compensation Committee when it evaluates
corporate performance for the prior year Plan.  These goals will be
approved by the Board of Directors at its next regular scheduled
meeting.  Corporate goals will include target, minimum, and
outstanding levels of performance where appropriate to serve as a
guide to the Compensation Committee when it evaluates corporate
performance for the Plan year.

Unit Goals


      Each unit will set goals at the beginning of the Plan year
which are approved by appropriate managers.  Units with consumer
sales will use the format outlined on Form A.  Units with no
consumer sales will use the format outlined on Form B.  Goals must
set target, minimum and outstanding levels of performance.  The
units for the 1996 Plan are listed below:

<PAGE>

                      UNITS WITH CONSUMER SALES

                 U. S. Chewing Gum
                    Sales Department
                    Sales Divisions 
                    Consumer Advertising
                 Amurol Products Company
                 Wrigley Canada
                 International Group
                    International Region - Germany, Austria, EMD,
                        Eastern Europe, Russia
                    International Region - U.K., Kenya, Spain,
Italy
                    International Region - Scandinavia, W.M.F.,
                        Netherlands
                    International Region - Philippines, Taiwan,
                        Hong Kong, China, 
                        Malaysia
                    International Region - Latin America
                    Australia


                    UNITS WITH NO CONSUMER SALES

                 U. S. Manufacturing
                    Chicago Factory
                    Santa Cruz Factory
                    Gainesville Factory
                 L. A. Dreyfus Company
                 WRICO Packaging
                 Wrigley France-Biesheim
                 Manufacturing Pacific Orient

Personal Goals

      Personal goals are established at the beginning of the Plan
year and approved by appropriate managers.  The format for setting
these goals is shown on Form E.  Participants are generally limited
to three personal goals which must be opportunities for significant
accomplishment that can be measured.  Target, minimum, and
outstanding levels of performance must be included with each goal.

      When appropriate, several participants may be assigned the
same personal goal with shared accountability for results.  All
participants will receive the same accomplishment rating for a
shared personal goal.

<PAGE>

                           ACCOMPLISHMENTS
Corporate Award

      The President and Chief Executive Officer will evaluate
corporate performance and recommend a rating for the Compensation
Committee's consideration based on the following criteria:

      -          How successfully the management team achieved
                 corporate goals approved by the Board of Directors
                 at the beginning of the fiscal year.

      -          Progress made toward longer term corporate
                 objectives and strategies in light of conditions
                 pertaining during the year.

      -          How well the management team responded to all
                 factors -- internal and external -- which affected
                 corporate performance during the year.

      Based on this assessment, the Compensation Committee will
rate corporate performance using the standards of performance as
defined in Exhibit I.

Individual Awards

      Individual performance awards are based on accomplishment of
unit goals where appropriate, personal goals, and teamwork
effectiveness.  Performance is evaluated by the manager to whom
each participant reports and reviewed by a committee of senior
management with final approval by the President and Chief Executive
Officer.

      Toward the end of the Plan year the Personnel Department will
distribute individual appraisal forms (Exhibit II) to the managers
who direct the work of the participants and who approved the unit
and personal goals.  These managers will recommend ratings for
individual performance for each of the participants under their
direction:

      Each participant with unit goals will submit unit
accomplishments using Form C for units with consumer sales and Form
D for others.  All participants will submit accomplishments for
personal goals using Form F.  Target, minimum, and outstanding
performance levels will be the same as established when the goals
were set.  Participants will measure accomplishment of unit and
personal goals using the following formulas in the appropriate
section of the forms.

<PAGE>

                  A  =  Accomplishment
                  T  =  Target Goal
                  M  =  Minimum Acceptable Performance
                  O  =  Outstanding Performance

If accomplishment exceeds target

                % Rating = 100 + A-T
                                       X 50
                                 O-T

If accomplishment is less than target    


                % Rating = 100 - T-A
                                       X 50
                                 T-M

      Examples illustrating how these formulas are applied are
shown on Exhibit III.  These formulas lend themselves to measuring
goals which can be objectively defined with numeric values.  Some
personal goals will require subjective ratings because they cannot
readily be reduced to numeric values.  Participants will suggest
the numeric rating which should be assigned to the accomplishment
of each of these goals.  Ratings may be modified in the review
process.

      Individual performance ratings will be combined with the
corporate rating where appropriate, and the total performance
rating for each participant will be established.

      Exhibit IV illustrates how a typical award will be
calculated.

President and Chief Executive Officer Award

      The Compensation Committee of the Board of Directors will
determine the award for this executive, and 100% weighting will be
on personal performance.  When rating, the Compensation Committee
will consider the Chief Executive's effectiveness in guiding the
affairs of the company as evaluated largely by corporate
performance and progress toward longer range objectives and
strategies.  The award may be at the same level as the corporate
evaluation, or may be different, in the sole discretion of the
Compensation Committee.

<PAGE>

                                                        EXHIBIT I

             1996 EXECUTIVE INCENTIVE COMPENSATION PLAN

                       Wm. Wrigley Jr. Company

                            STANDARDS FOR
                PERSONAL, CORPORATE/UNIT PERFORMANCE

                                                    Individual/
                                                    Unit/Corporate
                                                    Performance
                   Definition                       Rating        


Outstanding performance; significantly                 150
exceeded criterion.


Excellent performance; criterion exceeded.             120


Target performance; criterion fully met.               100


Good performance; criterion generally met, or           90
acceptable under the circumstances.


Reasonable performance under the circumstances;         60
criterion partially met.


Minimum acceptable performance.                         50


Performance below acceptable levels.                    30


<PAGE>
<TABLE>
                                                                                                            EXHIBIT II
                                                             SUMMARY APPRAISAL
                                                1996 EXECUTIVE INCENTIVE COMPENSATION PLAN
<CAPTION>

PARTICIPANT:                       APPRAISER:                       INITIALS:           DATE:                                   
<S>                <C>            <C>                      <C>                      <C>            <C>
                    RATING   X    WEIGHT                    WEIGHTED          X      TARGET    =    AWARD   
                      %           %                     PERFORMANCE                  %              %  
UNIT GOALS:
  #1                     
  #2                     
                         
  TOTAL                  
  AVG                    
  ADJ + 15 pts           
  ADJ AVG                                            

PERSONAL GOALS:
  #1                     
  #2                     
  #3                     
                         
  TOTAL                  
  AVG                    
  ADJ + 15 pts           
  ADJ AVG                                                  1995 Rating

TEAMWORK                         10*                                  
TOTAL INDVL. PERF.                                                                  
ADJ. TO 100% BASIS                                                                      
CORP. PERF.                                                         

GRAND TOTAL                     100                                                            
                                                                                                                              
COMMENTS:

Review                Review                 Review                
        *TEAMWORK WEIGHTING IS 10% FOR ALL PARTICIPANTS

</TABLE>


<PAGE>
<TABLE>
                                                                                                            Exhibit III
                                                                  EXAMPLE
                                                           1996 ACCOMPLISHMENTS
                                                         UNITS WITH CONSUMER SALES
<CAPTION>

GOALS                                            REV. ORIG. FORECAST           GOAL                   1996 ACTUAL        
                                                                                                     OVER/(UNDER)        
<S>                     <C>     <C>     <C>     <C>       <C>            <C>    <C>            <C>     <C>     <C>
                        1993    1994    1995    1996      % O/U 1995     1996   % O/U 1995     1996    1995    1996 GOAL
1.  UNIT VOLUME TO                                                    
    OUTSIDE CUSTOMERS   50,000  51,000  53,000  55,000        3.8       55,000      3.8       54,500   1500       (500)



2.  PROFIT FROM
    OPERATIONS U.S.$    11,089  16,289  10,760  10,800         .4       11,600       7.8      12,200   1440        600


MEASURES OF PERFORMANCE                     WEIGHT        MINIMUM           TARGET           OUTSTANDING       R A N G E
                                                                                                               #       % 

GOAL #1                                       50%          53,000           55,000              57,000       2,000   3.6
                                                                          
GOAL #2                                       50%          10,000           11,600              13,200       1,600  13.8

EQUATIONS FOR DETERMINING RATING

GOAL #1

      55,000-54,500
100 -               X 50 =  87.5
      55,000-53,000

GOAL #2

      12,200-11,600
100 +               X 50 = 118.8
      13,200-11,600

</TABLE>

<PAGE>
<TABLE>

                                                                                 EXHIBIT IV
                                         Wm. Wrigley Jr. Company
                                          SAMPLE AWARD  -  1996
<CAPTION>

HOW THE PLAN WORKS

<S>                             <C>                             <C>
        ASSUME:

             Participant Award Level                                D

             Base Salary                                         $60,000

             Target Incentive Opportunity                            30%

             Target Award                                        $18,000


INCLUDES:                         ELEMENT                TARGET
                                 WEIGHTING               AWARD
        ELEMENTS

             Unit Goals                      50                  $ 9,000

             Personal Goals                  20                    3,600

             Teamwork                        10                    1,800

        Individual Performance               80                  $14,400

        Corporate Performance                20                    3,600

        Target Award                        100                  $18,000


AWARD DETERMINATION:          RATING     WEIGHTED
                                %       PERFORMANCE
        ELEMENTS

             Unit Goals              112          56.0           $10,080

             Personal Goals           85          17.0             3,060

             Teamwork                110          11.0             1,980

        Individual Performance                    84.0           $15,120

        Corporate Performance        120          24.0             4,320

        AWARD                                    108.0           $19,440

        Percent of Base Salary                                    32.4%

</TABLE>

<PAGE>
<TABLE>

                                                                                                            Form A
PARTICIPANT                                            1996 UNIT GOALS
UNIT                                               UNITS WITH CONSUMER SALES
PAGE NO.                    
DATE SUBMITTED              

<CAPTION>
                                                                           1996 REV. ORIG. F'CAST             1996 GOAL    
                                                                                        % O/U                      % O/U
<S>                                          <C>        <C>        <C>        <C>       <C>               <C>      <C>
GOAL:                                        1993       1994       1995       1996      1995              1996     1995

1.  UNIT VOLUME TO OUTSIDE CUSTOMERS:




2.  PROFIT FROM OPERATIONS U.S.$:




MEASURES OF PERFORMANCE                   WEIGHT          MINIMUM           TARGET           OUTSTANDING       R A N G E
                                                                                                               #       % 

GOAL #1


GOAL #2





                                                            PARTICIPANT'S
                                                            SIGNATURE                              DATE           



                                                            APPROVED                               DATE           
</TABLE>

<PAGE>
<TABLE>

                                                                                                            Form B
PARTICIPANT                                             1996 UNIT GOALS
UNIT                                              UNITS WITH NO CONSUMER SALES
PAGE NO.                   
DATE SUBMITTED             

<CAPTION>
                                                                           1996 REV. ORIG. F'CAST              1996 GOAL     
                                                                                          % O/U                        % O/U
<S>                                          <C>        <C>        <C>        <C>         <C>
GOAL:                                        1993       1994       1995       1996         1995             1996        1995

#1


#2



#3




MEASURES OF PERFORMANCE                      WEIGHT       MINIMUM           TARGET           OUTSTANDING         R A N G E    
                                                                                                                 #       % 

GOAL #1

GOAL #2

GOAL #3




                                                             PARTICIPANT'S
                                                             SIGNATURE                              DATE           


                                                             APPROVED                               DATE           

</TABLE>

<PAGE>
<TABLE>

                                                                                                            Form C
PARTICIPANT                                    1996 ACCOMPLISHMENTS - UNIT GOALS
UNIT                                               UNITS WITH CONSUMER SALES
PAGE NO.                           
DATE SUBMITTED             

<CAPTION>

   GOAL                                          REV. ORIG. F'CAST             GOAL                     1996 ACTUAL         
                                                                                                            OVER/(UNDER)    
<S>                       <C>     <C>     <C>     <C>     <C>           <C>    <C>              <C>      <C>       <C>
                          1993    1994    1995    1996    % O/U 1995    1996   % O/U 1995       1996     1995      1996 GOAL  

1.  UNIT VOLUME TO
    OUTSIDE CUSTOMERS:



2.  PROFIT FROM
    OPERATIONS U.S.$:



MEASURES OF PERFORMANCE                     WEIGHT        MINIMUM           TARGET           OUTSTANDING        R A N G E
                                                                                                                #       % 

GOAL #1

GOAL #2



EQUATIONS FOR DETERMINING RATING


                                                       PARTICIPANT'S
                                                       SIGNATURE                              DATE           


                                                       APPROVED                               DATE           

</TABLE>

<PAGE>
<TABLE>

                                                                                                            Form D
PARTICIPANT                                    1996 ACCOMPLISHMENTS - UNIT GOALS
UNIT                                              UNITS WITH NO CONSUMER SALES
PAGE NO.                           
DATE SUBMITTED             

<CAPTION>

   GOAL                                          REV. ORIG. F'CAST             GOAL                     1996 ACTUAL         
                                                                                                            OVER/(UNDER)    
<S>                       <C>     <C>     <C>     <C>    <C>            <C>    <C>              <C>      <C>       <C>
                          1993    1994    1995    1996    % O/U 1995    1996   % O/U 1995       1996     1995      1996 GOAL

#1


#2



#3




MEASURES OF PERFORMANCE                      WEIGHT       MINIMUM           TARGET          OUTSTANDING        R A N G E
                                                                                                               #       % 

GOAL #1

GOAL #2

GOAL #3



EQUATIONS FOR DETERMINING RATING



                                                       PARTICIPANT'S
                                                       SIGNATURE                              DATE           


                                                       APPROVED                               DATE           

</TABLE>

<PAGE>
<TABLE>
                                                                                                            FORM E 
                                                            1996 PERSONAL GOALS
PARTICIPANT                       
DEPARTMENT OR UNIT                                             REVIEW COMMENTS:
GOAL #           PAGE             
DATE SUBMITTED                    
                                                                                                                           

<S>                               <C>          <C>               <C>
GOAL:                                                                                           ESTIMATE

                                                                 COST TO ACHIEVE GOAL:
HOW RESULTS ARE TO BE MEASURED:    R A N G E   ( + / - )
                                   #       %  
                                                                 CAPITAL EXPENDITURE:
MINIMUM
                                                                 ACCOMPLISHMENT DATE:

TARGET

                                                                 COMPARISON TO 3-YEAR PRIOR & REV. ORIG. F'CAST, IF APPLICABLE:
OUTSTANDING
                                                                                                   1996          1996
                                                                 1993      1994      1995        FORECAST        GOAL

GOAL WEIGHT: 


EXPECTED RESULTS:


                                                                 PARTICIPANT'S
                                                                 SIGNATURE                             DATE              


                                                                 APPROVED BY                           DATE        

</TABLE>

<PAGE>
<TABLE>


                                                                                                            FORM F
                                                    1996 ACCOMPLISHMENTS-PERSONAL GOALS
PARTICIPANT                       
DEPARTMENT OR UNIT                                          REVIEW COMMENTS:                               RATING:         
GOAL #           PAGE             
DATE SUBMITTED                    

<S>                               <C>         <C>                <C>                       <C>               <C>
                                                                                           ESTIMATE          ACTUAL
GOAL AS SUBMITTED:
                                                                 COST TO ACHIEVE GOAL:

HOW RESULTS ARE TO BE MEASURED:     R A N G E  ( + / -)          CAPITAL EXPENDITURE:
                                    #       % 

MINIMUM                                                          ACCOMPLISHMENT DATE:

                                                                 
                                                                 COMPARISON TO 3-YEAR PRIOR & REV. ORIG. FORECAST, IF APPLICABLE:
TARGET           
                                                                                             1996       1996       1996
                                                                 1993     1994     1995    FORECAST     GOAL      ACTUAL

OUTSTANDING


GOAL WEIGHT:                                                     EQUATION FOR DETERMINING RATING:


EXPECTED RESULTS:


                                                                 PARTICIPANT'S
ACTUAL RESULTS:                                                  SIGNATURE                             DATE              

                                                                 APPROVED BY                           DATE              


</TABLE>