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                     WM.WRIGLEY JR. COMPANY
        EXECUTIVE INCENTIVE COMPENSATION DEFERRAL PROGRAM

                Effective as of December 1, 1986
      Amended and Restated Effective as of October 24, 1995

     1.  Introduction

     The Wm. Wrigley Jr. Company Executive Incentive Compensation
Deferral Plan was made effective on December 1, 1986, became the
Wm. Wrigley Jr. Company Executive Incentive Compensation Deferral
Program (the "Deferral Program"), and was integrated into and
became a part of the Wm. Wrigley Jr. Company Management Incentive
Plan, effective August 27, 1988.  The Deferral Program was amended
and restated effective as of December 1, 1990, was further amended
and restated effective as of December 20, 1991 and January 13,
1993, and is hereby further amended and restated, effective as of
October 25, 1994, and October 24, 1995 as set forth herein, with
retroactive effect as provided herein.  Reference is made to the
Deferral Program effective as of January 13, 1993, for additional
provisions relating to deferrals made prior to the effective date
hereof.

     2.  Purpose

     The purpose of the Deferral Program is to provide eligible
executives of Wm. Wrigley Jr. Company (the "Company") with the
opportunity of deferring all or any portion of their award under
the 1986 Executive Incentive Compensation Plan or any successor
plan (the "Incentive Plan").

     3.  Eligibility

     Each executive of the Company who is eligible to receive an
award under the Incentive Plan shall be eligible to defer all or
any portion of the award under the Deferral Program.

     4.  Participation and Deferral Election

     (a)  Participation.  Prior to the beginning of each plan year
for purposes of the Incentive Plan (each, an "Incentive Plan
Year"), commencing with the Incentive Plan Year beginning as of
January 1, 1994 (the "1994 Incentive Plan Year"), each eligible
executive may elect to participate in the Deferral Program by
directing that any portion of the executive's award under the
Incentive Plan earned during such Incentive Plan Year, up to one
hundred percent (100%) of such award, be credited to a deferred
compensation account.

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     (b)  Deferral Elections; Deferral Options.  Each eligible
executive shall execute and file with the Treasurer of the Company
an appropriate election form to participate in the Deferral Program
(the "Deferral Election"), specifying the portion, if any, of the
award to be deferred up to a maximum deferral of 100% of such
award.  The deferred award shall be credited in increments of 10%
(expressed as a percentage of the amount deferred pursuant to
Section 4(a) above), as specified by the executive on the Deferral
Election, among the deferral options described below.  The deferral
options described in clauses (i) and (ii) below together are
hereinafter referred to as the "Investment Options."  The deferral
options are as follows:

     (i)  with respect to all participants:  as share units
     (a unit equivalent to a share of the Common Stock of
     the Company (the "Common Stock"));

     (ii) with respect to all participants: as credits
     ("Investment Fund Credits") equivalent to amounts invested in
     any of the investment funds offered, from time to time, to
     employees participating in the Special Investment and Savings
     Plan for Wrigley Employees, or in any other or additional
     fund or funds as the Compensation Committee shall determine
     (each an "Investment Fund," and together the "Investment
     Funds");

     (iii)  with respect to all participants for deferral
     elections made prior to January 1, 1994:  as variable
     money credits (credits in units of a dollar or a
     fraction thereof); provided, however, that
     notwithstanding any other provision in the Deferral
     Program to the contrary, no election made on or after
     January 1, 1994, may specify that any portion of any
     deferred award be credited as variable money credits
     and effective as soon as practicable following January
     1, 1995 (the "Transfer Date") all amounts credited as
     variable money credits shall be transferred to such
     Investment Fund as the Compensation Committee shall
     designate, and shall be redesignated as Investment Fund
     Credits; and 

     (iv)  solely with respect to executives who are
     employed in the United States by the Company or by any
     of its affiliates, unless and until otherwise
     determined by the Compensation Committee for deferral
     elections made prior to December 20, 1991:  as fixed
     money credits (credits in units of a dollar or a
     fraction thereof); provided, however, notwithstanding
     any other provision in the Deferral Program to the
     contrary, no election made on or after December 20,
     1991, may specify that any portion of any deferred
     award be credited as fixed money credits.

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Notwithstanding the foregoing, the Compensation Committee may, from
time to time, discontinue any of the Investment Funds described in
clause (ii) above.  In such event, the executive shall execute and
file an appropriate election form with the Treasurer of the
Company, to transfer the amounts deferred in the discontinued
Investment Fund to such other Investment Options as the
Compensation Committee shall make available at such time.  In the
event that the executive fails to timely elect a new Investment
Option, such amounts shall be transferred to an Investment Option
that is deemed appropriate.


     (c)  Deferral Transfers.  The executive may elect to transfer
amounts deferred as fixed or variable money credits, 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 any such election must be made during the period beginning on
the third business day following the date of the release of the
Company's quarterly or annual summary statement of sales and
earnings and ending on the twelfth business date following such
date; and provided, further, that in no event may any such election
become effective sooner than twenty-four (24) months following the
effective date of any prior transfer election.  A transfer election
pursuant to this Section 4(e) shall be made on an appropriate
election form executed and filed by the executive with the
Treasurer of the Company.

     (d)  Prescribed Minimum Deferrals.  Notwithstanding any other
provision of the Deferral Program to the contrary, the Compensation
Committee may, from time to time, in its discretion, prescribe
minimum deferral dollar amounts for purposes of Section 4(b)
hereof.

     5.Deferred Compensation Accounts

               (a)  Accounts.  There shall be established for each
executive an account to be designated as a deferred compensation
account.  As soon as practicable after the granting of an award
under the Incentive Plan, the deferred compensation account of such
executive shall be credited with an amount equal to the portion of
the award that the executive shall have elected to defer. 
Notwithstanding the foregoing, any amounts credited as fixed money
credits shall be deemed to have been so credited as of the first
day of the year following the Incentive Plan Year with respect to
which such amounts are credited.  Effective as of the 1995
Incentive Plan Year (or to the extent of the amounts deferred
pursuant to the "1994 Special Deferral Elections," effective as of
April 1, 1994), the amounts deferred under the Deferral Program
shall be credited as share units and Investment Fund Credits. 
Amounts previously deferred have also been credited as variable
money credits and fixed money credits.


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               Amounts deferred under the Deferral Program are
credited pursuant to the terms specified by the executive in the
Deferral Election, with the number of share units being determined
on the basis of the price of the 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
credited,  as the Compensation Committee shall determine.

               (b)  Dividends on Share Units.  As soon as
practicable following the payment date for dividends on the Common
Stock with respect to which share units are standing to the credit
of an executive, the deferred compensation account of such
executive shall be credited with dividend equivalents equal to the
sum of all cash dividends that such executive would have received
on such date, had the executive been the owner of a number of
shares of the Common Stock equal to the number of share units in
the executive's deferred compensation 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 the 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
credited, as the Compensation Committee shall determine.

               (c)  Variable Money Credits Prior to the Transfer
Date.  As of the end of each Incentive Plan Year during which
variable money credits are standing to the credit of an executive
until the earlier of (i) the end of the Incentive Plan Year in
which the executive shall have ceased to be an employee of the
Company and all affiliates, and (ii) the Transfer Date, the
deferred compensation account of such executive shall be credited
with interest equivalents at a rate, compounded quarterly, equal to
the rate paid on investments in The Putnam Stable Value Fund, or
such other fund or funds as the Compensation Committee shall
determine from time to time on a prospective basis.

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               (d)  Fixed Money Credits.  As of the end of each
Incentive Plan Year during which fixed money credits are standing
to the credit of an executive, the deferred compensation account of
such executive shall be credited with interest equivalents at a
rate (the "Applicable Rate") established by the Compensation
Committee with respect to each Incentive Plan Year and communicated
by the Compensation Committee to each eligible executive prior to
the time elections with respect to such Incentive Plan Year are
required to be made pursuant to Section 4(a) above, compounded
annually.  Such credits shall be converted into additional fixed
money credits.

               (a)  Investment Fund Credits.  During such period as
Investment Fund Plan Credits are standing to the credit of an
executive, the amount of such executive's deferred compensation
account deferred with respect to each Investment Fund, shall be
credited with interest and earnings (including gains and losses)
equivalent to the amount that would have accrued during such period
had the amount so credited been actually invested in such
Investment Fund.

     1.   Distribution in Respect of Deferred Compensation Accounts

               (a)  Deferral Elections made prior to January 1,
1994:  Prior to January 1, 1994, each executive then participating
in the Deferral Program elected, in his or her Deferral Election,
a form of payment each time such executive elected to participate
in the Deferral Program.

          If, with respect to amounts deferred pursuant to such
Deferral Elections, distribution of an executive's deferred
compensation account has commenced, or is scheduled to commence
prior to January 1, 1997, then the distribution forms described in
this Section 6(a) and so elected by such executive shall remain in
effect with respect to such deferred amounts.  In such event, share
units shall be distributed in the manner described in clause (i) or
(ii) below, variable money credits and Investment Fund Credits that
were characterized as variable money credits prior to the Transfer
Date (which, for purposes of this Section 6(a), shall also be
referred to as variable money credits) shall be distributed in the
manner described in clause (i), (ii) or (iii) below, and fixed
money credits shall be distributed in either of the forms set forth
in (iv), (v) or (vi) below:

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          (i)  With respect to share units and variable money
     credits:  annual installments payable as soon as
     practicable after January 1 of each year for a period
     of five or ten years beginning with (x) the year
     following the year in which the executive terminates
     service with the Company and all affiliates or (y) the
     year following the earlier of the year in which the
     executive attains age sixty-five (65) (or any later age
     specified by the executive in such election) or the
     year in which the executive terminates service with the
     Company and all affiliates.  The number of share units
     and the amount of variable money credits in respect of
     which payment is to be made on each payment date shall
     be determined by multiplying the number of all share
     units and all variable money credits credited to the
     executive on such date by a fraction, the numerator of
     which shall be one and the denominator of which shall
     be the number of installments remaining to be paid to
     the executive (or in case of the death of the
     executive, to the executive's Beneficiary, as defined
     in Section 7(e) hereof), immediately prior to such
     January 1.

          (ii)  With respect to share units and variable
     money credits:  a lump-sum payment as soon as
     practicable following the January 1, of the year, or
     the fifth or tenth year, following (x) the year in
     which the executive terminates service with the Company
     and all affiliates or (y) the earlier of the year in
     which the executive attains age sixty-five (65) (or any
     later age specified by the executive in such election)
     or the year in which the executive terminates service
     with the Company and all affiliates.

          (iii)  With respect to variable money credits:  a
     lump-sum payment as soon as practicable following the
     January 1, of the fifth, tenth, fifteenth or twentieth
     year following the Incentive Plan Year for which the
     applicable award was granted, but no later than the
     tenth anniversary of the executive's termination of
     service with the Company and all affiliates.

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          (iv)  With respect to fixed money credits:  fifteen
     (15) equal annual installments commencing in the year
     following the earlier to occur of the year in which the
     executive retires from service with the Company and all
     affiliates or attains age sixty-five (65); provided,
     however, that if the executive will have attained at
     least age fifty-five (55) on the date as of which the
     deferred amounts will be credited as fixed money
     credits, such executive may elect instead to receive
     ten equal annual installments commencing in the year
     following the year in which the executive attains age
     seventy (70).  Each installment shall be paid as soon
     as practicable following the January 1, of the year in
     which such payment is scheduled to be paid.  The number
     of fixed money credits in respect of which payment is
     to be made on each payment date shall be an amount such
     that, after giving effect to the total number of
     distributions to be made and the continued crediting of
     interest equivalents (pursuant to Section 5(e) above)
     at the Applicable Rate on the unpaid balance, there
     will be no fixed money credits credited to the
     executive upon payment of the final installment.  

          (v)  With respect to fixed money credits:  A
     lump-sum payment as soon as practicable following the
     January 1, of the year designated by the executive for
     payment; provided, however, that such designated year
     may not be later than the year following the earlier of
     the year in which the executive retires from service
     with the Company and all affiliates or attains age
     sixty-five (65).

          (vi)  With respect to fixed money credits: 
     Notwithstanding the provisions of clause (iv) and (v)
     above to the contrary, in the event that when the
     executive terminates service with the Company and all
     affiliates, the executive is not eligible for, or has
     not elected to commence receipt of, immediate benefits
     under the Wrigley Retirement Plan, the Compensation
     Committee shall distribute in one lump-sum the entire
     value of the executive's deferred compensation account
     credited as fixed money credits.  Such lump-sum shall
     be paid as soon as practicable following the January 1,
     of the year following the year in which the executive
     terminates service with the Company and all affiliates.

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               (b)  Deferral Elections made after January 1, 1994:

               (i)  Effective with respect to amounts deferred
     pursuant to Deferral Elections made after January 1, 1994,
     the executive, prior to January 1, 1995, shall make a
     distribution election (the "1995 Election") pursuant to this
     Section 6(c) that controls the distribution of (A) all
     amounts deferred pursuant to Deferral Elections made after
     January 1, 1994, and (B) effective January 1, 1997, all
     amounts deferred pursuant to Deferral Elections made prior to
     January 1, 1994, in each case, unless a subsequent valid
     Deferral Election is filed pursuant to clause (ii) below;
     provided, however, that, the 1995 Election shall not be
     effective with respect to an executive's prior election
     regarding the timing and distribution of fixed money credits
     unless the executive elects to change such prior election;
     and provided, further, that the 1995 Election shall not
     govern the distribution of amounts attributable to any
     deferrals described in subclause (B) above if the executive
     is, or is scheduled to be, receiving distributions with
     respect to such deferral prior to January 1, 1997.

               (ii)  Distributions under this Section 6(b) shall
     begin as soon as practicable following the January 1,
     specified in the executive's Deferral Election, but may not
     begin earlier than as soon as practicable following January
     1, following the calendar year in which the executive
     terminates employment with the Company; provided, however,
     that in no event may distribution commence later than as soon
     as practicable following January 1, following the calendar
     year in which the executive attains age seventy (70).  Such
     payment shall be made, pursuant to the executive's election
     in the Deferral Election, (x) in the form of a lump sum
     payment, (y) in substantially equal annual installments over
     a period not to exceed the number of whole years between the
     executive's termination of employment and the executive's
     attainment of age 80, or (z) in any combination of (x) and
     (y) above.  An executive may change his or her prior
     distribution election at any time, and from time to time;
     provided, however, that any such distribution election shall
     not become effective until the second anniversary of the date
     such distribution election is made; and provided, further,
     that no distribution election with respect to the
     distribution of amounts attributable to any deferral will be
     effective if the executive is, or is scheduled to be,
     receiving distributions with respect to such deferral within
     two years following the date such subsequent distribution
     election is made.  In the event an election does not become
     effective, the prior valid election of such executive shall
     govern the form and timing of distribution.

               (iii)  Notwithstanding the foregoing, in the event
     that, with respect to any deferred amount, (A) an executive
     fails to timely elect the form and/or timing of payment, (B)
     no valid election is filed with the Company, or (C) the
     executive has not filed an 1995 Election or any Deferral
     Election subsequent thereto, such deferred amount shall be
     paid in ten equal annual installments commencing as soon as
     practicable following the January 1, of the year following
     the earlier to occur of the executive's termination of
     employment with the Company and the Executive's attainment of
     age seventy (70).

               (c)  If the executive so requests and if the
executive provides satisfactory evidence of financial hardship, the
Compensation Committee may, in its sole and absolute discretion,
permit a distribution of all or a portion of the executive's
deferred compensation account prior to the date on which payments
would have commenced under Section 6(a) hereof. 

               (d)  Notwithstanding any other provision of the
Section 6 to the contrary, the Compensation Committee may, in its
sole and absolute discretion, distribute in one lump-sum the entire
value of an executive's deferred compensation account credited as
share units, variable money credits and Investment Fund Credits
upon termination of service with the Company and all affiliates.

               (e)  Notwithstanding any other provision of this
Section 6 to the contrary, in the event of a Change in Control (as
defined in Section 6(f) hereof), the Compensation Committee may, in
its discretion, accelerate, in whole or in part, the time or times
for payment of any or all amounts credited to an executive's
deferred compensation account.  If the provisions of this Section
6(e) become effective, such executive will receive, with respect to
any share units then credited to the executive's account, an amount
equal to the number of such units multiplied by a price per share
that is the greater of:  (1) the average of the daily closing
prices of the Common Stock as reported for the calendar month next
preceding such acceleration date on the Composite Transactions Tape
for securities listed on the New York Stock Exchange; or (2) the
highest outstanding tender offer price, if any, excepting any
tender offer price by the Company.


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               (f)  A "Change in Control" shall be deemed to have
occurred:

          (i)  if and when any "person" (as such term is used
     in Sections 13(d) and 14(d)(2) of the Securities
     Exchange Act of 1934), in a transaction or series of
     transactions, is or becomes a beneficial owner,
     directly or indirectly, of securities of the Company
     representing 5% or more of the combined voting power of
     the Company's then outstanding securities and there is
     outstanding an exchange or tender offer for securities
     of the Company (other than any such exchange or tender
     offer by the Company or by members of the Wrigley and
     Offield families); or

          (ii)  if any "person" (as above-referenced but
     excluding members of the Wrigley and Offield families)
     is or becomes a beneficial owner, directly or
     indirectly, of securities of the Company representing
     20% or more of the combined voting power of the
     Company's then outstanding securities.

               (g)  Form of Payment.  Subject to the provisions of
Section 7(e) hereof, the cash amount paid to the executive, or in
case of death, to the executive's Beneficiary, as of any payment
date shall be equal to:

          (i)  with respect to variable and fixed money
     credits:  the dollar amount of all variable and fixed
     money credits in respect of which payment is to be
     made;

          (ii)  with respect to share units:  shares of the
     Common Stock, equal to the number of all share units in
     respect of which payment is to be made on such payment
     date or, at the election of the executive or
     Beneficiary a cash payment in lieu of shares of the
     Common Stock; provided, however, that if he or she is
     a person subject to Section 16(b) of the Securities
     Exchange Act of 1934, such election must be made either
     (1) at least six (6) months prior to such payment date
     or (2) during the period beginning on the third
     business day following the date of release of the
     Company's quarterly or annual summary statements of
     sales and earnings and ending on the twelfth business
     day following such date. The value of each share of the
     Common Stock for this purpose shall be the price of the
     Common Stock on the New York Stock Exchange during such
     period immediately preceding the date or dates of
     distribution, as the Compensation Committee shall
     determine; and

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          (iii)  with respect to Investment Fund Credits: 
     the value of the Investment Fund Credits, either in
     cash or in kind, at the election of the Executive on
     the Executive's Deferral Election, or in the case of
     the executive's death prior to commencement of
     distribution, pursuant to the election of the
     executive's Beneficiary.

Notwithstanding the foregoing, in the event that no timely election
is in effect with respect to the form of payment of the executive's
deferral account, all amounts credited as share units shall be
distributed in shares of the Common Stock, and all other amounts
shall be distributed in cash.

               (h)  As and when payment is made pursuant to this
Section 6, there shall be charged to and deducted from the deferred
compensation account of the executive a corresponding number of
share units, variable money credits, fixed money credits and
Investment Fund Credits.

     2.   Certain Provisions Relating to Participation

               (a)  No executive and no person claiming under or
through an executive shall have any right or interest, whether
vested or otherwise, in the Deferral Program or in its continuance.

               (b)  Except as otherwise required by applicable law,
no rights under the Deferral Program, contingent or otherwise,
shall be assignable or subject to any encumbrance, pledge or charge
of any nature, except that, under such rules and regulations as the
Compensation Committee may establish, an executive may designate a
Beneficiary to receive, in the event of death, any amount that
would otherwise have been payable to the executive or that may
become payable on account of his or her death except that, if any
amount shall become payable to the executor or administrator of the
executive, such executor or administrator may transfer the right to
the payment of any such amount to the person, persons or entity
(including a trust) entitled thereto under the will of the
executive or, in case of intestacy, under the laws relating to
intestacy.

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               (c)  By accepting any benefits under the Deferral
Program, each executive and each person claiming under or through
an executive shall be conclusively deemed to have indicated their
acceptance and ratification of and consent to any action or
decision taken or made or to be taken or made under the Deferral
Program by the Compensation Committee, the Company and the Board of
Directors.

               (d)  Subject to Section 10 hereof, each executive
shall have a vested, unconditional and nonforfeitable right to
receive a distribution or distributions of the amount credited to
the executive's deferred compensation account, but only at, and not
until, the time or times and only in the manner provided for in the
Deferral Program.  However, no funds, securities or other property
of any nature shall be segregated or earmarked for any current or
former executive, Beneficiary or other person.  Accordingly, no
current or former executive, Beneficiary or other person,
individually or as a member of a group, shall have any right, title
or interest in a deferred compensation account in any fund or
specific sum of money, in any asset or in any shares of stock that
may be acquired by the Company in respect of its obligations
hereunder, the sole right of the executive being to receive
distributions, as set forth in the Deferral Program, as a general
creditor of the Company with an unsecured claim against the
Company's general assets.

               (e)  Following the death of an executive,
distributions shall be made, or shall continue to be made, as
elected by the executive, to the Beneficiary designated in writing
at any time or from time to time by the executive with the approval
of the Company or, failing such a designation, to the spouse,
children (per stirpes), parents or estate (in that order) of the
executive (all such entities being herein included within the term
"Beneficiary").  Such distribution shall be made in the form and at
such time as was applicable to the executive; provided, however,
that the executive's Beneficiary may elect to receive the balance
of the executive's deferred compensation account in the form of an
immediate lump-sum distribution.  Notwithstanding the foregoing, in
the event the executive dies prior to the distribution of any
portion of the executive's deferred compensation account credited
as fixed money credits, the executive's Beneficiary shall receive,
in a lump sum, the amounts credited as fixed money credits
increased to reflect interest equivalents at the Applicable Rate,
compounded annually for a guaranteed period from the date of the
executive's death until the earlier to occur of: (1) the tenth
anniversary of the first date as of which amounts were credited to
the executive's deferred compensation account as fixed money
credits, or (2) the date on which the executive elected to commence
distribution.  For purposes of clause (2) of the preceding
sentence, an election to commence distribution upon the executive's
retirement shall be deemed to be an election to commence
distribution when the executive attains age sixty-five (65), or if
the executive, at death, is sixty-five (65) or older, then one year
following such death.  Payment shall commence as soon as
practicable following the January 1, following the date of the
executive's death.  If the executive dies after payment has
commenced, the remainder of the executive's deferred compensation
account credited as fixed money credits shall continue to be paid
to the executive's Beneficiary at the times and in the form of
distribution elected by the executive.

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               (f)  The Deferral Program shall be binding upon, and
shall inure to the benefit of, the Company and its successors and
assigns and the participating executives and their heirs,
administrators and personal representatives.

               (g)  The Company or a corporation or other form of
business association of which shares (or other ownership interests)
having 50% or more of the voting power are owned or controlled
directly or indirectly, by the Company (an "Associated Company")
may make such provisions as it may deem appropriate for the
withholding of any taxes that the Company or Associated Company
determines is required to be withheld in connection with any award
or distribution hereunder.


     3.   Amendment or Termination of the Deferral Program

          The Deferral Program may at any time be amended or
terminated by the Compensation Committee without the consent of the
current or former executives or their beneficiaries; provided,
however, that neither amendment of the Deferral Program nor its
termination shall divest any executive or Beneficiary of the right
to receive an amount equal to the value of the executive's deferred
compensation account.  Notwithstanding any other provision of the
Deferral Program to the contrary, the Compensation Committee may,
in its sole and absolute discretion, distribute in one lump-sum the
entire value of an executive's deferred compensation account upon
termination of the Deferral Program.

     4.   Change in Stock

          In the event of any change in the outstanding shares of
the Common Stock by reason of any stock dividend, stock split,
recapitalization, merger, consolidation, exchange of shares or
other similar corporate change, the number of share units credited
to an executive shall be adjusted proportionately; provided,
however, that if a proportional adjustment cannot be made or the
Board of Directors determines that further adjustment is
appropriate to fairly accomplish the purposes of the Deferral
Program, the Board of Directors shall make such equitable
adjustment under the Deferral Program as it determines will fairly
preserve the intended benefits of the Deferral Program to the
executives and the Company.

     5.   Forfeiture

          Notwithstanding any other provision of the Deferral
Program to the contrary, in the event that an executive is
discharged for reasons of, or voluntarily terminates after an
incident of, proven dishonesty, gross misconduct, fraud,
embezzlement, theft, perpetration of a crime, or any similar
conduct or act, or in the event that any such conduct or act is
discovered following the executive's termination of service with
the Company, the entire balance of the executive's deferred
compensation account may, at the discretion of the Compensation
Committee, be forfeited.