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                     THE WM. WRIGLEY JR. COMPANY
                    AMENDED STOCK RETIREMENT PLAN
                      FOR NON-EMPLOYEE DIRECTORS 

          1.    Purpose.  The Wm. Wrigley Jr. Company (the "Compa-
ny") has established this Stock Retirement Plan (the "Plan") to
promote the interests of the Company and its shareholders by
apportioning a part of the total compensation payable to its
non-employee directors as deferred income paid in the form of the
Company's Common Stock, without par value ("Common Stock"), thereby
increasing the directors' beneficial ownership of Company stock and
their proprietary interest in the Company.  The Plan, originally
effective as of January 1, 1988, as amended effective as of January
1, 1994, and as further amended as set forth herein is effective as
of October 25, 1994, and October 24, 1995, with retroactive effect
as provided herein.

          2.    Common Stock Units.  In addition to the cash
compensation otherwise payable to its non-employee directors as may
be determined from time to time, the Company shall establish and
maintain a Deferred Stock Account in the name of each non-employee
director.  Subject to the provisions of Section 9, as of the last
day of each fiscal year, the Company shall credit to the Deferred
Stock Account of each person who was a non-employee director of the
Company on that day or who ceased to be a director after March 31
of that fiscal year by reason of his or her disability or death, a
number of Common Stock Units equal in value to the annual retainer
amount in effect for non-employee directors as of such date
(without regard to other fees or retainers or the actual retainer
amount actually received by any such non-employee director) divided
by the price of a share of Common Stock on the New York Stock
Exchange during such period immediately preceding and/or
immediately following such date, as the Company shall determine;
provided, however, that no allocation of Common Stock Units
pursuant to this Section 2 shall be made to the Deferred Stock
Account of a non-employee director after the later of (i) December
31, 1997 or (ii) the tenth (10th) December following the initial
election to the Board of Directors of the Company (the "Board") of
such director.  Notwithstanding the foregoing, in no event shall
the number of Common Stock Units credited to the Deferred Stock
Account of any non-employee director exceed the number of Common
Stock Units that would have been credited to such Deferred Stock
Account pursuant to the original formula provided in Section 2 of
the Plan as approved by the stockholders of the Company at their
annual meeting of March 8, 1988.

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          3.    Dividend Equivalents.  As of each dividend payment
date declared with respect to the Company's Common Stock (but not
with respect to the Company's Class B Common Stock), the Company
shall credit the Deferred Stock Account of each director with an
additional number of Common Stock Units equal to:

          (a)   the product of (i) the dividend per share of the
                Company's Common Stock which is payable as of the
                dividend payment date, multiplied by (ii) the
                number of Common Stock Units credited to the
                director's Deferred Stock Account as of the
                applicable dividend record date:

DIVIDED BY      (b)  the price of a share of the Company's Common
                     Stock on the New York Stock Exchange during
                     such period immediately preceding and/or
                     immediately following the dividend payment
                     date, as the Company shall determine.

          4.    Payment of Deferred Stock Accounts.  (a) Each
director, or in the event of death, his or her beneficiary, shall
be entitled to receive one share of the Company's Common Stock for
each Common Stock Unit credited to his or her Deferred Stock
Account in such form, method and timing determined pursuant to
Sections 4(b), 4(c) and 4(d) below.  Common Stock Units with
respect to which no transfer of stock has yet occurred shall
continue to be credited with dividend equivalents in accordance
with Section 3, above.

          (b)   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 form,
method and timing of distribution of his or her Deferred Stock
Account.  The Deferral Election made hereunder prior to January 1,
1995 (the "1995 Election") shall control the distribution of (a)
all amounts deferred pursuant to the 1995 Election, and (b)
effective on the second anniversary of the date the 1995 Election
is made, all amounts the distribution of which is subject to a
distribution election made prior to the 1995 Election, 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.

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          (c)  Distributions under this Section 4 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
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
3, and shall be prorated and paid over the installment period.

          A director may change his or her prior Deferral Election
at any time, and from time to time; provided, however, that any
such Deferral Election shall not become effective until the second
anniversary of the date such Deferral Election is made; and
provided, further, that no Deferral Election with respect to the
distribution of amounts attributable to any portion of a director's
Deferred Stock Account shall 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
Deferral Election is made.  In the event a Deferral Election does
not become effective, the prior valid Deferral Election of such
director shall govern the form, method and timing of distribution.

          A Director shall also elect on the Deferral Election, to
receive distributions of amounts credited to his or her Deferred
Stock Account in cash or in shares of Common Stock; provided,
however, that if he or she is a person subject to Section 16(b) of
the Securities Exchange Act of 1934, the election 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 any distribution hereunder shall
be equal to the product of (a) the number of Common Stock 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 the
period immediately preceding the date of distribution, as the
Company shall determine.

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          (d)  Notwithstanding the foregoing, in the event that,
with respect to any portion of a director's Deferred Stock Account,
(A) the director fails to timely elect the form, method and/or
timing of payment, (B) no valid election is filed with the Company,
or (C) the director has not filed an 1995 Election or any Deferral
Election subsequent thereto, such portion or portions of the
director's Deferred Stock Account shall be paid, in shares of the
Company's Common Stock (as the default for form of payment), in ten
substantially equal annual installments (as the default for method
of payment), commencing as soon as practicable following the March
31, next following the date on which the director ceases to be a
director (as the default for timing of payment).

          5.    Beneficiary.  Each director may, from time to time,
by writing filed with the Treasurer of the Company, designate any
legal or natural person or persons to whom shares of the Company's
Common Stock or cash attributable to Common Stock Units are to be
transferred if the director dies prior to receipt of such shares or
cash.  A beneficiary designation shall be effective only if the
signed form is filed with the Treasurer of the Company while the
director is alive and shall cancel all beneficiary designation
forms filed earlier.  If a director fails to designate a
beneficiary as provided above, or if all designated beneficiaries
die before the director, all shares or cash attributable to such
Common Stock Units shall be transferred to the director's spouse,
children (per stirpes), parents or estate (in that order), as soon
as practicable after such death.

          6.    Acceleration.  The Company may accelerate the
transfer of shares of Common Stock or cash with respect to Common
Stock Units credited to the Deferred Stock Account of any director
or directors for reasons of individual hardship, changes in tax
laws or accounting principles or any other reason which negates or
diminishes the continued value of the Deferred Stock Account to the
Company or its directors.

          7.    Nontransferability.  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.

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          8.    Shareholder Status.  A director or beneficiary shall
have none of the rights of a shareholder until shares of Common
Stock, if any, are issued or transferred in accordance with Section
4.  Prior to the date of transfer, the Company's obligation under
this Plan is an unsecured promise to deliver shares of the
Company's Common Stock or cash.  The Company may, but shall not be
required to, hold any such shares or cash in trust or as a
segregated fund.


          9.    Changes in Stock.  In the event of any change in the
outstanding shares of the Company's Comon Stock by reason of any
stock dividend, stock split, recapitalization, merger,
consolidation, exchange of shares or other similar corporate
change, the number of Common Stock Units to be credited in
accordance with Section 2 and the number of Common Stock Units
actually credited to the Deferred Stock Accounts shall be adjusted
proportionately; provided, however, that if a proportional
adjustment cannot be made or the Board of Directors of the Company
determines that further adjustment is appropriate to fairly
accomplish the purposes of the Plan, the Board of Directors shall
make such equitable adjustment under the Plan as it determines will
fairly preserve the intended benefits of the Plan to the
participants and the Company.

          10.   Successors.  This Plan shall be binding upon any
assignee or successor in interest to the Company whether by merger,
consolidation or sale of all or substantially all of the Company's
assets.


          11.   Amendment and Termination.  The Board of Directors
of the Company may, from time to time, amend or terminate the Plan;
provided, however, that no such amendment or termination shall
adversely affect the rights of any director or, if the director is
deceased, his or her beneficiary without his or her consent with
respect to Common Stock Units credited prior to such amendment or
termination.