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                       WM. WRIGLEY JR. COMPANY
        DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                  Effective as of January 27, 1983
        Amended and Restated Effective as of October 24, 1995

          The Wm. Wrigley Jr. Company Deferred Compensation Plan
for Non-Employee Directors ("Plan") was made effective on January
27, 1983.  The Plan was amended and restated, effective as of
December 16, 1992, and January 1, 1994, and is hereby further
amended and restated effective October 25, 1994, and October 24,
1995, as set forth herein, with retroactive effect as provided
herein.

     1.   Purpose.  The purpose of the Plan is to enable Non-
Employee Directors (the "Director(s)") of the Wm. Wrigley Jr.
Company (the "Company") to defer compensation earned as Directors
pursuant to the terms of the Plan.

     2.  Deferral Elections.   Prior to January 1, 1995 or, if
later, upon a Director's election to the Board, each Director shall
execute and file an appropriate election form(the "Deferral
Election") with the Treasurer of the Company, specifying the
portion, if any, of the Director's compensation to be deferred, up
to 100% of such compensation, the investment option to which the
deferral shall be credited and the form, method and timing of
distribution of the deferrals.

          The Deferral Election made hereunder prior to January 1,
1995 (the "1995 Election") shall control the distribution of (a)
all amounts deferred pursuant to such Deferral Elections, and (b)
effective on the second anniversary of the date such Deferral
Election is made, all amounts deferred pursuant to Deferral
Elections made prior to January 1, 1994, in each case, unless a
subsequent valid Deferral Election is filed; provided, however,
that, the 1995 Election shall not be effective with respect to the
timing and distribution of any deferral that the Director is, or is
scheduled to be, receiving within two years following the date such
1995 Election is made.

          (a) Deferrals shall be in 10% increments to a maximum of
100% of all compensation payable to the Directors in the year they
wish to defer.  In addition the Director shall elect in his or her
Deferral Election the percent of the deferral that shall be
credited among the deferral options (the "Deferral Options")
described below:

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                (i) credits ("Investment Fund Credits") equivalent
     to amounts invested in any of the investment funds offered,
     from time to time, to participants in the Special Investment
     and Savings Plan for Wrigley Employees, or in any other or
     additional fund or funds as the Board of Directors of the
     Company (the "Board") shall determine (each an "Investment
     Fund," and together the "Investment Funds");  and

                (ii) share units ("Share Units"), a unit equivalent
     to a share of the Common Stock of the Company (the "Common
     Stock").

          Directors may elect to transfer their deferred
compensation from one Deferral Option to a different Deferral
Option, 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 Subsection 2(a) shall be made in the form of a
document prescribed by the Board to be executed by the Director and
filed with the Treasurer of the Company. 

          Notwithstanding the foregoing, the Board may, from time
to time, discontinue any of the Investment Funds described in
clause (i) above.  In such event, the Director shall execute an
election in the form of a document prescribed by the Board and
filed with the Treasurer of the Company, to transfer the amounts
deferred in the discontinued Investment Fund to such other Deferral
Options as the Board shall make available at such time.  In the
event that the Director shall fail to timely elect a new Deferral
Option, such amounts shall be transferred to a Deferral Option that
is deemed appropriate.

          (b)  Directors shall elect on the Deferral Election the
form, method and timing of distribution of amounts deferred
hereunder.  Distributions under this Section 2 shall begin as soon
as practicable following the date specified in the Director's
Deferral Election, but may not begin earlier than as soon as
practicable following March 31, next following the date on which
the Director ceases to be a Director for any reason; provided,
however, that in no event may distribution commence later than as
soon as practicable following March 31, following the calendar year

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in which the Director attains age seventy (70).  Such payment shall
be made, pursuant to the Director's election in the Deferral
Election, (i) in the form of a lump-sum payment, (ii) in
substantially equal annual installments over a period not to exceed
fifteen years, or (iii) in any combination of (i) and (ii) above.
If a Director elects installment payments, the unpaid balance
thereof shall continue to accrue interest, earnings and dividend
equivalents, computed in accordance with the provisions of Section
4 below, and shall be prorated and paid over the installment
period.

          A Director may change his/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 Director 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 Director shall govern the form, method and timing
of distribution.

          A Director shall elect on the Deferral Election, (i) with
respect to Investment Fund Credits, to receive distributions of
amounts so credited in cash, in kind, or in any combination
thereof, and (ii) with respect to Share Units, to receive amounts
so credited in cash or in shares of Common Stock; provided,
however, that if he/she is a person subject to Section 16(b) of the
Securities Exchange Act of 1934, the election with respect to Share
Units shall be made either (1) at least six (6) months prior to the
date of distribution, 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 amount to be paid in cash with respect to
distributions of Share Units shall be equal to the product of (a)
the number of Share Units in respect of which payment is to be
made, and (b) the price of a share of Common Stock on the New York
Stock Exchange during such period immediately preceding the date of
distribution, as the Company shall determine.

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          (c)  If a Director fails to make a valid timely election
with respect to method of payment, the Director shall receive the
total amount credited to his/her Deferred Compensation Account (as
defined in Section 4 below) in ten substantially equal annual
installments.  If a Director fails to make a valid timely election
with respect to timing of payment, distribution shall commence as
soon as practicable following March 31, next following the calendar
year in which the Director attains age seventy (70).  If a Director
fails to make a valid timely election with respect to whether
payment shall be in cash or shares of the Common Stock, those
amounts credited as Share Units shall be distributed in shares of
Common Stock, and all other amounts credited shall be distributed
in cash.

          (d)  In the event a Director dies prior to the
distribution of any or all of the Director's Deferred Compensation
Account, all amounts credited to such account shall be paid in a
lump-sum to the beneficiary designated in writing at any time or
from time to time by the Director 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 Director (all
such entities being herein included within the term "beneficiary"). 
Any lump-sum payment shall be made as soon as practicable following
the date of a Director's death.

     3.  Revocations and Re-elections. Directors may elect in
writing to revoke any prior Deferral Election, provided (i) written
notice of such election to revoke shall be received by the
Treasurer of the Company not less than five (5) business days prior
to the year or years for which the revocation applies, and (ii)
such revocation shall be applicable only to compensation payable
for the year or years that the Deferral Election has been revoked.

          Directors who have previously revoked a Deferral Election
may again elect to defer by filing a new Deferral Election with the
Treasurer of the Company not less than five (5) business days prior
to the year or years in which the Deferral Election applies.  Such
Deferral Election shall be effective subject to the limitations and
restrictions set forth in Section 2 above. 

     4.  Credits.  During such period as amounts are standing to
the credit of a Director hereunder, with respect to each such
Director, the Company shall credit to a book reserve account (the
"Deferred Compensation Account") established for this purpose the
amounts deferred by such Director under Section 2 above.

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           (a)  Amounts credited to a Director's Deferred Compensa-
tion Account with respect to each Investment Fund shall be credited
with interest and earnings (including gains and losses) equivalent
to the amounts that would have accrued during such period had the
amount so credited been actually invested in such Investment Fund. 
Interest and earnings on such amounts shall be computed from the
date such deferrals are credited to the Deferred Compensation
Account through the date of distribution to a Director or his/her
designated beneficiary, in accordance with Subsection 2(d) above.

           (b)  If amounts are deferred under the Plan as Share
Units, then the number of such Share Units shall be determined on
the basis of the price of the Common Stock on the New York Stock
Exchange during such period immediately preceding and/or immediate-
ly following the date the Share Units are credited, as the Company
shall determine.

           (c)  Dividends on Share Units.  As of each payment date
for dividends on Common Stock with respect to which Share Units are
standing to the credit of a Director until the Director's entire
Deferred Compensation Account has been distributed, such Deferred
Compensation Account shall be credited with dividend equivalents
equal to the sum of all cash dividends that such Director would
have received on such date, had the Director been the owner of a
number of shares of Common Stock equal to the number of Share Units
in the Director'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 Common Stock on the New
York Stock Exchange during such period immediately preceding and/or
immediately following the payment date for the dividend, as the
Company shall determine.

 5. Miscellaneous.

      (a) Title to, and beneficial ownership of, any assets,
whether in cash or otherwise, that the Company may designate to pay
the deferred compensation hereunder shall at all times (prior to
payment) remain an asset of the Company, and neither a Director nor
his/her designated beneficiary shall have any property interest
whatsoever in any specific assets of the Company.

      (b)  In the event a Director ceases to be a director of the
Company for any reason other than retirement or his/her death, the
total amount credited to the Deferred Compensation Account as of
such date will be payable to the Director in a lump sum as soon as
practicable following such date.

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      (c)  If the Company shall be adjudicated or determined to be
insolvent by a court of competent jurisdiction, either in
bankruptcy or otherwise, the amount credited to each Director's
Deferred Compensation Account on the date of such proceeding shall
constitute a debt of the Company to each such Director in any such
proceeding.

      (d)    Except as otherwise required by applicable law, no
rights under the Plan, 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 Company may
establish, a Director may designate a beneficiary to receive, in
the event of death, any amount that would otherwise have been
payable to the Director 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 Director, 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 Director or, in case of
intestacy, under the laws relating to intestacy. Directors shall
not have any interest in any funds or specific assets of the
Company, except as expressly provided herein.

      (f)  Nothing contained in this Plan and no action taken
pursuant to the provisions of this Plan shall create or be
construed to create a trust of any kind or fiduciary relationship
between the Company and a Director, his/her designated beneficiary,
or any other person.  To the extent that any person acquires a
right to receive payments from the Company under this Plan, such
rights shall be no greater than the right of any unsecured general
creditor of the Company.

      (g)  This Plan shall be binding upon and inure to the benefit
of the Company, its successors and assigns, and the Director and
his/her heirs, executors, administrators, and legal
representatives.

      (h)  This Plan shall be construed in accordance with and
governed by the laws of the State of Illinois.

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 6.  Termination and Amendment of the Plan.  The Board may
terminate this Plan at any time.  Upon termination of the Plan, the
remaining balance of the Directors' Deferred Compensation Accounts
shall be paid to the Directors (or to their respective
beneficiaries, as the case may be), in lump sums as soon as
practicable but no more than thirty (30) days following the
termination of the Plan.

      The Board without the consent of the participating Directors
or their beneficiaries, may amend this Plan at any time provided
that no amendment shall divest any Director or beneficiary of any
rights to which he or she would have been otherwise entitled.