WM. WRIGLEY JR. COMPANY AMENDED 1997 MANAGEMENT INCENTIVE PLAN

Effective as of March 5, 2002

I. General

     1.1 Purpose. The purpose of the Wm. Wrigley Jr. Company 1997 Management Incentive Plan (the "Plan") for key employees of the Wm. Wrigley Jr. Company (the "Company") and its subsidiaries is to foster and promote the long-term financial success of the Company and increase stockholder value by:


          (a) attracting and retaining key employees, non-employee directors and other service providers (" key employees") possessing outstanding abilities; and


          (b) motivating key employees by providing the opportunity to participate with the stockholders in the long-term growth and financial success of the Company.


     1.2 Plan. The Committee hereinafter designated, or the Chief Executive Officer of the Company if delegated with the authority pursuant to Section 1.5 hereof with respect to eligible key employees of the Company, its operating units or its subsidiaries in which it owns, directly or indirectly, a majority of the voting stock, may grant to such eligible key employees (the "Participants") stock awards, stock options, stock appreciation rights, performance units, share units, money credits, annual or long-term incentive compensation awards or combinations thereof, on the terms and subject to the conditions stated in the Plan.


     1.3 Limitation on Shares to Be Issued. The maximum number of shares of common stock of the Company, no par value (the "Common Stock"), to be issued pursuant to all grants made under the Plan shall be 20,000,000 shares. Shares awarded pursuant to grants that by reason of the expiration, cancellation or other termination of grants prior to issuance, are not issued, and restricted shares that are forfeited after their issuance, shall again be available for future grants.


     Shares of Common Stock to be issued may be authorized and unissued shares of Common Stock, treasury stock, shares purchased on the open market or a combination thereof.


     1.4 Limitation on Stock Options and Stock Appreciation Rights. During the term of the Plan, no Participant can receive stock options or freestanding stock appreciation rights relating to shares of Common Stock that in the aggregate exceed 15% of the total number of shares of Common Stock authorized pursuant to the Plan, as adjusted pursuant to the terms hereof.


     1.5 Administration of Plan. The Plan and the programs thereunder (the "Programs") shall be administered by a committee of two or more persons selected by the Board of Directors of the Company (the "Board of Directors" or "Board") from its own membership, which shall be the Compensation Committee of the Board of Directors unless another committee of the Board shall be designated by the Board for some or all purposes of the Plan (the "Committee," or the "Compensation Committee"). Solely with respect to administration of the awards granted hereunder that are intended to satisfy the applicable requirements of Section 162(m) (" Section 162 (m)") of the Internal Revenue Code of 1986, as amended (the "Code"), each member of the Committee shall be an "outside director" within the meaning of Section 162 (m), to the extent applicable. Solely with respect to administration of the awards that are intended to satisfy the applicable requirements of Rule 16b-3 (" Rule 16b-3") of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as then in effect or any successor provision, each member of the Committee shall be a "Non-Employee Director" within the meaning of Rule 16b-3, to the extent applicable.


     The Committee shall, subject to the limitations of the Plan, have full power and discretion to interpret and administer the Plan; to establish selection guidelines; to select eligible persons for participation; and to determine the form of grant, either in the form of money credits, share units, performance units, stock options, stock appreciation rights, stock awards (including restricted stock awards), annual or long-term incentive compensation awards or combinations thereof, the number of shares subject to the grant, the basis on which the fair market value of the

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Common Stock is measured, when necessary, the restriction and forfeiture provisions relating to restricted stock awards, the time and conditions of vesting or exercise, the conditions, if any, under which time of vesting or exercise may be accelerated, the conditions, form, time, manner and terms of payment of any award and all other terms and conditions of the grant. In addition, with respect to awards granted under the Plan that are intended to satisfy the applicable provisions of Section 162 (m), the Committee shall have full power and discretion to establish and administer performance goals, establish performance periods and to certify that performance goals have been attained, to the fullest extent required to comply with Section 162(m).


     The Committee may establish rules, regulations and guidelines for the administration of the Plan, and impose, incidental to a grant, conditions with respect to employment or other activities not inconsistent with or conflicting with the Plan. The Committee may, in its discretion, delegate to the Chief Executive Officer of the Company the power and authority with respect to the selection of, and grants to, eligible key employees of the Company, subject to the rules, regulations and guidelines of general application prescribed by the Committee.


     The interpretation by the Committee of the terms and provisions of the Plan and the administration thereof, and all action taken by the Committee, shall be final, binding and conclusive on the Company, its stockholders, all Participants and employees of the Company, and upon their respective beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them. By accepting any benefits under the Plan, each Participant, and each person claiming under or through such Participant, shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, all provisions of the Plan and any action or decision under the Plan by the Company, the Board of Directors or the Committee.


     1.6 Adjustment Provisions. In the event that any recapitalization, or reclassification, split-up or consolidation of shares of Common Stock shall be effective, or the outstanding shares of Common Stock are, in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, exchanged for a different number or class of shares of stock or other securities of the Company, or for shares of the stock or other securities of any other corporation, or new, different or additional shares of other securities of the Company or of another corporation are received by the holders of Common Stock or any distribution is made to the holders of Common Stock other than a cash dividend, (a) the maximum number and class of shares or other securities that may be issued or transferred under the Plan, (b) the maximum number of shares that may be issued as stock options, stock appreciation rights and restricted stock awards to any Participant during the term of the Plan, and (c)the number of share units, stock awards or the number and class of shares or other securities that are the subject of any grant or the deferral of any grant, shall be equitably adjusted by the Committee under the Plan as the Committee determines will fairly preserve the intended benefits of the Plan to the Participants and the Company, and will fairly accomplish the purposes of the Plan.


     1.7 Purchase of Shares of Common Stock. It is contemplated that the Company, although under no legal obligation to do so, may from time to time purchase shares of Common Stock for the purpose of paying all or any portion of any award payable in or measured by the value of shares of Common Stock, or for the purpose of replacing shares issued or transferred in payment of all or part of an award. All shares so purchased shall, unless and until transferred in payment of an award, be at all times the property of the Company available for any corporate purpose, and no Participant or employee or beneficiary, individually or as a group, shall have any right, title or interest in any shares of Common Stock so purchased.

 

      1.8 Effective Date and Term of Plan. The Amendment to the MIP shall be effective as of March 5, 2002, pursuant to the approval of the stockholders of the Company at the 2002 Annual Meeting of the Stockholders held on March 5, 2002. The Plan shall retain its original termination date of ten years after it became effective (January 1, 1997) unless terminated prior thereto by action of the Board of Directors of the Company. No further grants shall be made under the Plan after termination, but termination shall not affect the rights of any Participant under any grants made prior to termination.

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     1.9 Amendments and Termination. The Plan and Programs may be amended or terminated by the Board of Directors of the Company at any time and in any respect, except that, unless otherwise determined by the Board, no amendment may be made without stockholder approval if, and to the extent that, such approval would be required to comply with any applicable provisions of Section 162 (m) or Rule 16b-3, or any successor to the foregoing.


     Similarly, subject to obtaining the consent of the Participant where required by applicable law, the Committee may alter, amend or modify any award or grant made pursuant to the Plan or Programs in any respect not in conflict with the provisions of the Plan or Programs, as the case may be, if the Committee deems such alterations, amendment or modification to be in the best interests of the Participant or the Company by reason of changes or interpretations in tax, securities, other applicable laws, or other business purposes.


     1.10 Prior Plans. Any grants made under the Wm. Wrigley Jr. Company Management Incentive Plan (the "Prior Plan"), shall be covered by the terms and conditions of the Prior Plan. Any grants made under the Programs prior to the effective date of the Plan shall be covered by the terms and conditions of such Programs and the Prior Plan.


     1.11 Terms and Conditions. Awards granted under the Plan shall contain such terms and conditions as the Committee shall specify, including without limitation those terms and conditions described in Article IX hereof, and restrictions on the sale or other disposition of the shares of Common Stock, or the forfeiture of certain awards upon termination of employment prior to the expiration of a designated period of time or the occurrence of other events.


II. Stock Awards

     2.1 Form of Award. The Committee may in its discretion provide that a Participant shall receive stock awards, whether performance awards, performance shares or fixed awards, in the form of shares of Common Stock, but which may be forfeitable and/or with restrictions on transfer in any form as hereinafter provided.


     2.2 Performance Awards. Awards may be made in terms of a stated potential maximum number of shares, with the actual number earned to be determined by reference to the level of achievement of corporate, group, division, individual or other specific objectives over a period or periods of not less than one nor more than ten years. No right or interests of any kind shall be vested in an individual receiving a performance award until the conclusion of the period or periods and the determination of the level of achievement specified in the award, and the time of vesting thereafter shall be as specified in the award.


     2.3 Fixed Awards. Awards may be made that are not contingent on the performance of objectives but that are contingent on the Participant's continuing in the employ of the Company, rendering consulting services or refraining from competitive activities for a period to be specified in the award, which period shall be not less than one year.


     2.4 Rights With Respect to Restricted Stock Awards. Awards may be made in the form of shares that are subject to restrictions on transfer, as determined by the Committee. Unless otherwise provided by the Committee, the Participant who receives shares of restricted Common Stock shall have the right to vote the shares and to receive dividends thereon from the dated of issuance, unless and until forfeited.


     2.5 Terms and Conditions. Shares of restricted Common Stock issued pursuant to an award shall be released from the restrictions at the times determined by the Committee. The award shall be paid to the Participant either in shares of Common Stock having a fair market value equal to the maturity value of the award, or in cash equal to the maturity value of the award, or in such combination thereof as the Committee shall determine.


III. Share Units

     3.1 Credits. The Committee may in its discretion provide that a Participant shall receive a credit of share units, each of which is equivalent to a share of Common Stock except for the power to vote and the entitlement to current dividends.

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     3.2 Rights With Respect to Share Units. If share units are credited to a Participant, amounts equal to dividends otherwise payable on a like number of shares of Common Stock after the crediting of the units may, in the discretion of the Committee, be paid to the Participant as and when paid, or converted into additional share units which shall be credited to the Participant and held until later forfeited or paid out. Share units may be paid to the Participant in the form of cash, shares of Common Stock or a combination thereof, according to such requirements and guidelines as the Committee shall deem appropriate.


IV. Money Credits


     4.1 Credits. The Committee may in its discretion provide that a Participant shall receive a credit of money credits, which shall be in units of a dollar or a fraction thereof.


     4.2 Rights With Respect to Money Credits. If a Participant is credited with money credits, a money account shall be established for the Participant which shall be credited with interest equivalents on amounts previously credited to the account, or an amount equal thereto paid to the Participant, on a calendar quarter basis compounded at such rate as the Committee determines to be appropriate from time to time. Money credits may be paid to the Participant in the form of cash, shares of Common Stock or a combination thereof, according to such requirements and guidelines as the Committee shall deem appropriate.


V. Stock Options


5.1 Grants. The Committee may in its discretion provide that a Participant shall receive an option to purchase shares of Common Stock.


5.2 Terms and Conditions of Options. Options shall contain such terms and conditions as the Committee shall specify, may either be "incentive stock options" as defined in Section 422 (b) of the Code or nonqualified stock options, and, at the discretion of the Committee, may include a reload feature. No option shall be exercisable more than ten years after the date of grant. The per share option price shall be not less than 100% of the fair market value at the time the option is granted, unless otherwise determined by the Committee. Upon exercise, the option price may be paid in cash, in shares of Common Stock having a fair market value equal to the option price or a combination thereof, or in such other manner as the Committee, in its discretion, either at the time of grant or thereafter, may provide, and the Committee may, in its discretion, require as a condition of exercise that the optionee pay to the Company any federal, state or local withholding tax or employment tax required by law to be paid over as a result of such exercise, which payment may be made in cash, in shares of Common Stock, or in a combination thereof, having a market value equal to the amount of the required withholding tax. Unless otherwise determined by the Committee, options shall not be transferable, except that such options may be exercised by the executor, administrator or personal representative of a deceased optionee through a period not to exceed the date on which the option expires or three years after the death of such optionee, whichever is earlier. Options may be exercised during the optionee's continued employment with the Company and for a three year period thereafter, or for such other period thereafter as the Committee may determine, but in no event after the date on which the option expires.


5.3 Incentive Stock Options. With respect to incentive stock options, to the extent that the aggregate fair market value (determined at the time the option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by such individual during any calendar year (under all plans of the Company) exceeds $100,000, such options shall be treated as nonqualified stock options. The per share option price for an incentive stock option shall not be less than 100% of the fair market value of a share of Common Stock at the time the option


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is granted (110% of the fair market value of a share of Common Stock at the time the option is granted in the case of an incentive stock option granted to an employee, who, at the time the incentive stock option is to be granted to such employee, owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, a parent or a subsidiary within the meaning of Sections 422 (e) and 422 (f), respectively, of the Code (a "Ten-Percent Stockholder"). Further, no incentive stock option shall be exercisable after the expiration of ten years from the date such option is granted (five years in the case of an incentive stock option granted to a Ten-Percent Stockholder).


     5.4 Non-Employee Director's Stock Options. Notwithstanding anything herein to the contrary, for any Director of the Company who is not an officer or employee of the Company or its subsidiaries or affiliates (a "Non-Employee Director") joining the Board between January and the date of the meeting of the full Board of Directors in May of each year, such Non-Employee Director shall automatically receive, without any further action required by the Committee or anyone, a grant of stock options having a Black Scholes value, as determined by an independent compensation consultant designated by the Company, equal to the Non-Employee Director's annual retainer; and, for any Non-Employee Director joining the Board between the date of the meeting of the Board in May and December 31 of any year, such Non-Employee Director will receive a stock option in the amount described above at the Board meeting at which such Director joins the Board; provided that each of the options shall have the following terms and conditions: (1)a term of ten (10) years from the date of grant; (2) vesting at the rate of twenty-five percent (25%) per year of continuous service as a Non-Employee Director based on grant date anniversaries; (3) the exercise price shall be the Fair Market Value of a share of Common Stock on the date of grant; (4) after termination, each option shall continue to vest during such post-termination period and shall be exercisable to the extent vested (a) for the balance of the term of the option, if the termination was the result of retirement on or after age 65 or disability, as defined in the Company's applicable retirement or welfare plan; (b) for twelve (12) months if the termination was the result of the death of the Optionee or (c) immediately upon termination, if the termination was the result of resignation or dismissal; and (5) each option may be exercised with cash, stock (provided such stock was owned at least six (6) months as of the date of exercise) or a combination of both.


VI. Stock Appreciation Rights


     6.1 Grants. The Committee may in its discretion provide that a Participant shall receive rights entitling such Participant to receive cash or shares of Common Stock having a fair market value equal to the appreciation in market value of a stated number of shares of Common Stock from the date of grant, or in the case of rights granted in tandem with or by reference to a stock option granted simultaneously with or prior to the grant of such rights, from the date of grant of the related stock option to the date of exercise.


     6.2 Terms of Grant. Such rights may be granted in tandem with or with reference to a related stock option, in which event the grantee may elect to exercise either the option or the right (as to the same shares of Common Stock subject to the option and the right), or the right may be granted independently of a stock option. The right shall be exercisable not more than ten years after the date of grant. Stock appreciation rights shall not be transferable, except that such rights may, if the grant so provides, be exercised by the executor, administrator or personal representative of the deceased grantee within three months after the death of the grantee, and rights may be exercised during the individual's continued employment with the Company and for a period not in excess of three months following termination of employment, or for such longer period thereafter as the Committee may determine, but in no event after the date on which such stock appreciation rights expire, provided that if the grantee is a member of the Board of Directors, the stock appreciation rights may, if the term of the grant so provides, be exercised following termination of employment for three months or during such longer period as the grantee shall continue to serve as a member of the Board of Directors, or for such longer period thereafter as the Committee may determine, but in no event after the date on which such stock appreciation rights expire.

 


VII. Performance Units


     The Committee may in its discretion provide that a Participant shall receive performance units, subject to such terms and conditions as the Committee in its discretion shall determine. The Committee shall establish a dollar value for each performance unit, the performance goals to be attained in respect of the performance unit, the various percentages of performance unit value to be paid out upon the attainment, in whole or in part, of the performance goals and such other performance unit terms, conditions and restrictions, as the Committee shall deem appropriate. As soon as practicable after the termination of the performance period, the Committee shall determine the payment, if any, which is due on the performance unit in accordance with the terms thereof. The Committee shall determine, among other things, whether the payment shall be made in the form of cash or shares of Common Stock, or a combination thereof.

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VIII. Incentive Compensation Awards


The Committee in its discretion may establish annual and long-term incentive compensation programs pursuant to which incentive compensation awards may be granted to selected Participants, subject to such terms and conditions as the Committee in its discretion shall determine.


IX. Section 162(m) Awards


     9.1 Performance Based Awards. The Committee shall determine the amount of each annual or long term incentive compensation award, stock award, restricted stock award, money credit award, share, performance or phantom unit award or other performance based award, and shall specify with respect thereto Performance Goals (as defined in Section 9.2 below) and a performance period during which such Performance Goals are required to be achieved. Any award that is conditioned on the achievement of performance goals that are not defined as Performance Goals in this Section 9.1 shall be bifurcated into separate awards so that the awards subject to this Article IX shall be conditioned solely on the achievement of Performance Goals. Unless otherwise provided by the Committee in connection with either a specified termination of employment or the occurrence of a Change in Control (as defined in Section 11.2 hereof), payment in respect of awards granted pursuant to this Article IX shall be made only if and to the extent the Performance Goals with respect to such performance period are attained. Performance Goals may include a level of performance below which no payment shall be made and levels of performance at which specified percentages (which may be greater than 100) of the award shall be paid or credited.


     9.2 Performance Goals and Performance Periods. The Performance Goals underlying the awards granted pursuant to this Article IX shall be the performance goals established by the Committee, which must be met during the applicable performance period as a condition of the Participant's receipt of payment (or, in the case of stock awards or restricted stock awards, the lapse of restrictions) with respect to an award, and which are based on the attainment of thresholds with respect to one or more of the following objective business criteria: earnings per share, return on equity, pre-tax profit, post-tax profit, consolidated net income, stock price, market share, sales, unit sales volume, return on assets, return on invested capital, cash flow, discounted cash flow, economic value added, costs, production, unit production volume, total shareholder return.


     With respect to annual incentive compensation awards, the performance period shall mean each calendar year, or, if different, each plan year. With respect to long-term incentive compensation awards, the performance period shall mean the period of consecutive plan years or such other period (which in no case may be less than one plan year) as may be determined by the Committee.


     9.3 Maximum Limitation on Section 162(m) Awards (Other than Stock Options and Stock Appreciation Rights). In no event shall payment be made with respect to annual incentive compensation awards granted pursuant to this Article IX for any plan year valued as of the end of such plan year, in an amount that exceeds the lesser of 250% of such Participant's annual rate of base salary as in effect as of the first day of the applicable plan year, without regard to any optional or mandatory deferral of base salary pursuant to any salary deferral arrangement (" Annual Base Salary") and $3,000,000. In addition, during the term of the Plan, no Participant can receive restricted stock awards relating to shares of Common Stock that in the aggregate exceed 375,000 shares of Common Stock, as adjusted pursuant to the terms hereof. Further, with respect to all awards granted pursuant to this Article IX that are not annual incentive compensation awards, stock options, stock appreciation rights or restricted stock awards, in no event shall payment be made with respect to such awards for any three-year period, valued as of the end of such three-year period, in an amount that exceeds the lesser of 100% of such Participant's Annual Base Salary and $900,000.


     9.4 Time and Form of Payment. Amounts in respect of awards granted under this Article IX shall be paid after the end of the applicable performance period, at such time as the Committee shall determine. Unless otherwise determined by the Committee, such payments shall be made only after achievement of the Performance Goals has been certified by the Committee. Payments shall be made either in cash, in Common Stock, in such other form as determined by the Committee or in a combination of the foregoing, as determined by the Committee.


     With respect to all employees who are Covered Employees (as defined in Section 162 (m)), the foregoing provisions shall apply to the extent necessary for the awards granted pursuant to this Article IX to satisfy the applicable requirements of Section 162 (m).

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X. Loans


     The Committee may, in its discretion, authorize loans by the Company to Participants in connection with the grant of stock awards, other awards hereunder or the exercise of options or stock appreciation rights. The loans shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose from time to time. Every loan shall meet all applicable laws, regulations and rules of the Internal Revenue Service, the Federal Reserve Board and any other governmental agency having jurisdiction.


XI. Miscellaneous


     11.1 Withholding. In addition to any other withholding provisions set forth in Section 5.2 hereof, 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, including permitting Participants to authorize the Company to withhold shares of Common Stock earned with respect to any grant or award.


     11.2 Change in Control. For purposes of the Plan and the Programs, a "Change in Control" shall be deemed to have occurred:


     (a) 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, as amended,) in a transaction or series of transactions, is or becomes a beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired by an employee benefit plan of the Company or any subsidiary thereof, or any trustee or other fiduciary holding securities under any such employee benefit plan), 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


     (b) 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 (not including in the securities beneficially owned by such person any securities acquired by an employee benefit plan of the Company or any subsidiary thereof or any trustee or other fiduciary holding securities under any such employee benefit plan).


     11.3 Certain Provisions Relating to Participation. No Participant shall have any claim to be granted any award under the Plan, and there is no obligation for uniformity of treatment for Participants.


     Except as otherwise required by applicable law, no rights under the Plan or Programs, 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 Committee may establish, a Participant may designate a beneficiary to receive, in the event of death, any amount that would otherwise have been payable to the Participant or that may become payable on account of or following his or her death except that, if any amount shall become payable to the executor or administrator of the Participant, 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 Participant or, in case of intestacy, under the laws relating to intestacy.


     By accepting any benefits under the Plan or Programs, each Participant and each person claiming under or through a Participant 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 Plan or Program, as the case may be, by the Committee, the Company or the Board of Directors.

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     Subject to any applicable forfeiture provisions provided in the Programs, each Participant shall have a vested, unconditional and nonforfeitable right to receive a distribution or distributions of the amount credited to such Participant's respective accounts, but only at, and not until, the time or times and only in the manner provided for in the Plan or applicable Programs. However, no funds, securities or other property of any nature shall be segregated or earmarked for any current or former Participant, beneficiary or other person. Accordingly, no current or former Participant, beneficiary or other person, individually or as a member of a group, shall have any right, title or interest in an 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 Participant being to receive distributions, as set forth in the Plan or Programs, as a general creditor of the Company with an unsecured claim against the Company's general assets.


     The Plan and Programs shall be binding upon, and shall inure to the benefit of, the Company and its successors and assigns and the Participants and their heirs, administrators and personal representatives.


     11.4 Governing Law. The Plan and Programs shall be construed in accordance with and governed by the laws of the State of Delaware.


XII. Interpretation


     The Plan and the Programs thereunder are designed and, to the extent determine by the Committee, in its discretion, intended to comply with Rule 16b-3 and Section 162(m), in each case, to the extent applicable, and all provisions hereof shall be construed in a manner to so comply.

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Exhibit 99.1

WM. WRIGLEY JR. COMPANY

LONG TERM STOCK GRANT PROGRAM

Amended and Restated Effective as of January 25, 2005

                       This Long Term Stock Grant Program (the “Program”), established under the Wm. Wrigley Jr. Company 1997 Management Incentive Plan, as amended (the “1997 Management Incentive Plan”), is hereby amended and restated, effective as of January 25, 2005, as set forth herein, and as amended will be integrated into and become a part of the 1997 Management Incentive Plan.

A.          PURPOSES

                       The Program is designed to enable eligible executives of the Wm. Wrigley Jr. Company (the “Company”) to share in the future success of the Company’s business by providing them an opportunity to earn shares of the Common Stock of the Company (the “Common Stock”), through the award of stock grants (“Grants” or “Long Term Stock Grants”) contingent upon achieving certain performance measures and to defer all or any portion of such Grants. Inasmuch as the executives eligible to receive Grants under the Program are those in positions to make significant and direct contributions to the success of the Company, the Program is intended, accordingly, to promote a closer identity of interests between eligible employees and stockholders.

B.          STOCK GRANT TERMS AND CONDITIONS

          1.          Eligibility and Participation

                       All elected officers and other key employees who are considered by the Compensation Committee (the “Committee” or the “Compensation Committee”) of the Board of Directors of the Company (the “Board” or the “Board of Directors”) to have a significant impact on the business of the Company are eligible to be designated as participants (“Participants”) and to receive Long Term Stock Grants under the Program.

          2.          Stock Grant Awards and Award Cycles

                       The Committee shall, from time to time, in its sole discretion, establish such grant cycles (the “Grant Cycles”) for the Program as it deems appropriate. In connection with each such Grant Cycle, the Committee shall designate those employee groups eligible to receive Long Term Stock Grants with respect to such Grant Cycle and the number of target shares awarded to each such Participant (“Target Shares”).

 

          3.          Earning Awards

                       Subject to Section 3(d) below, the extent to which Grants under the Long Term Stock Grant Program are earned is determined pursuant to the two performance criteria described in Sections 3(a) and (b), both based on total shareholder return (“TSR”) of the Common Stock, as determined in accordance with Section 3(c):

                       (a)          Wrigley TSR. With respect to each Grant Cycle, the Committee shall prescribe a Measurement Period, which shall consist of all or any portion of the Grant Cycle. If the TSR of the Company’s Common Stock for the Measurement Period prescribed for a particular Grant Cycle is less than or equal to zero, all Long Term Stock Grants with respect to such Grant Cycle shall be forfeited and be of no force or effect. 

                       (b)          TSR Peer Group Ranking. Subject to Section 3(a), the portion of each Long Term Stock Grant that is earned during a Grant Cycle shall be determined by multiplying (i) the number of the Participant’s Target Shares granted with respect to such Grant Cycle by (ii) a percentage, not to exceed 200%, set forth in a schedule established by the Committee for such Grant Cycle and based on the percentile ranking of the TSR of the Common Stock during such Grant Cycle when compared to the TSR during such Grant Cycle of the common stock of the corporations included in a comparative group designated by the Committee (the “Comparative Group”); provided however, that if the TSR of the Common Stock ranks below the 40th percentile among the corporations in the Comparative Group, then all Long Term Stock Grants with respect to such Grant Cycle shall be forfeited and be of no force or effect. 

                       (c)          Determination of TSR.  The TSR of the Common Stock and the TSR of the stock of each corporation included in the Comparative Group shall be equal to the appreciation of such stock plus reinvested dividends during the applicable Measurement Period.  For purposes of determining the amount of a stock’s appreciation, the initial value of such stock shall be equal to the average daily closing price of such stock on the principal exchange on which such stock is traded during the 30-day period immediately preceding the first day of the Measurement Period, and the final value shall be equal to the average daily closing price of such stock on such exchange during the 30-day period immediately preceding the last day of such Measurement Period.

                       (d)          Committee Approval. Notwithstanding any other provision of the Program to the contrary, if the Committee, in its sole discretion, determines that it is appropriate to do so, the Committee may cancel all or any portion of any Grant made hereunder, at any time until the expiration of 90 days after the end of the Grant Cycle to which such Grant relates unless the Committee elects to shorten such period.

          4.          Award of Stock Grants Earned

                       (a)          Issuance of Shares.  As soon as administratively practicable after the date on which the Committee determines that a Participant’s shares have been earned pursuant to Section 3 above and the vesting conditions, if any, pursuant to Section 4(c) have been satisfied, such shares that the Participant has not elected to defer pursuant to a Deferral Election (defined in Section 5(a) below) shall be issued to such Participant without further restriction; provided,

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however, that such shares shall not be transferred by such Participant during such period as may be needed to comply with minimum share ownership requirements as may be established by the Committee.  A Participant shall have no rights to any shares of Common Stock or dividends thereon until such shares are earned pursuant to Section 3 above, vested in accordance with Section 4(c) and issued to such Participant by the Company.

                       (b)          Termination of Employment During Grant Cycle.  If a Participant terminates employment for reasons other than death, Disability, or Retirement prior to the end of a Grant Cycle, the Long Term Stock Grant awarded to that Participant with respect to such Grant Cycle shall be forfeited and be of no further force and effect and any Deferral Election to the extent it relates to such Grant Cycle shall have no force and effect. Participants who terminate employment for reasons of death, Disability or Retirement after commencement of a Grant Cycle shall be awarded a proportionate distribution of any shares otherwise earned with respect to such Grant Cycle based upon their length of service in the Grant Cycle. 

                       (c)          Commencement of Participation During Grant Cycle.  Participants who commence participation after the beginning of a Grant Cycle shall be awarded a distribution of any shares otherwise earned with respect to such Grant Cycle.  Any shares of Common Stock earned with respect to a Grant Cycle that began three or more years prior to a participant’s commencement of participation in the Program shall not be issued to the participant and shall be subject to forfeiture upon the participant’s termination of employment with the Company until the earliest to occur of (i) the participant’s continuous employment with the Company through the second anniversary of the last day of such Grant Cycle, (ii) the Participant’s death, Disability or Retirement, or (iii) the occurrence of a Change in Control (as defined in Section 11.2 of the 1997 Management Incentive Plan).

                       (d)          Change in Control.  Notwithstanding any other provision of this Section 4 to the contrary, in the event of a Change in Control after commencement of a Grant Cycle, Participants shall be awarded a proportionate distribution of any shares otherwise earned with respect to such Grant Cycle based upon their length of service in the Grant Cycle.

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                       (e)          Definitions.  For purposes of the Program,

 

(i)

the term “Disability” shall have the meaning specified in any long-term disability plan or arrangement maintained by the Company or, if no such plan or arrangement is then in effect, as determined by the Committee;

 

 

 

 

(ii)

the term “Retirement” shall mean retirement from the employment of the Company on or after attaining the minimum age specified for early or normal retirement in any then effective retirement plan of the Company, after a minimum of five years of employment with the Company; and

 

 

 

 

(iii)

references to employment with the Company shall include employment with any subsidiary of the Company.

          5.          Deferral Accounts

                       (a)          Deferral Elections. Upon becoming a Participant, each Participant shall file (or has previously executed and filed) an appropriate election form (the “Deferral Election”), with the Treasurer of the Company, specifying:  (i) the portion, if any, of the Participant’s Grant, up to 100% of such Grant, that shall be issued pursuant to the terms of Section 4 above, and the portion, if any, of such Grant that shall be credited as units equivalent to shares of the Common Stock (each a “share unit” and in the aggregate “share units”) to a Deferral Account (as defined in Section 5(c) below); (ii) if all or any portion of the Grant is credited to a Deferral Account, whether distribution of such account shall be in cash, in kind or in shares of the Common Stock; and (iii) the form and timing of distribution of the Deferral Account pursuant to, and subject to the conditions and restriction of, the Company’s Executive Incentive Compensation Deferral Program (the “Deferral Program”). Any portion of the Grant that the Participant does not affirmatively elect to be credited to a Deferral Account shall be issued and transferred pursuant to Section 4 above.

                       A Participant may file subsequent Deferral Elections, subject to the conditions and restrictions set forth in the Deferral Program.

                       (b)          Transfer Elections. The Participant may elect to transfer amounts credited as share units to Investment Fund Credits (as defined in the Deferral Program). Thereafter, at any time, and from time to time, the Participant may elect to transfer in 1% increments amounts deferred as Investment Fund credits and share units into share units or Investment Fund Credits, including transferring Investment Fund Credits from one Investment Fund (as defined in the Deferral Program) to a different Investment Fund; provided, that:

 

(i)

if the Participant is a person subject to Section 16(b) (“Section 16(b)”) of the Securities Exchange Act of 1934, as amended, 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 promulgated under Section 16(b), or any successor thereto, as in effect from time to time; and

 

 

 

 

(ii)

in no event may any such election become effective sooner than 30 days following the effective date of any prior transfer election.

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A transfer election pursuant to this Section 5(b) shall be submitted by the Participant to the Program administrator.  This Section 5 is subject to the provisions of the Deferral Program.

                       Notwithstanding the foregoing, the Compensation Committee may, from time to time, discontinue any of the Investment Funds. In such event, the Participant 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 deferral options as the Compensation Committee shall make available at such time. In the event that the Participant shall fail to timely elect a new deferral option, such amounts shall be transferred to an investment option that the Compensation Committee deems appropriate.

                       (c)          Deferral Accounts. There shall be established for each Participant an account to be designated as a “Deferral Account” (or “deferred compensation account,” for purposes of applying cross references to the Deferral Program).  As soon as practicable after a Participant’s Grant, or any portion thereof, is earned under the Program, such Participant’s Deferral Account shall be credited with a number of share units equal to the number of shares of Common Stock deferred pursuant to such Participant’s Deferral Election. The number of share units to be credited pursuant to a transfer election described in Section 5(b) above 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 immediately following the date the share units are credited, as the Committee shall determine.

                       (d)          Dividends on Share Units. As of each payment date for dividends on the Common Stock with respect to which share units are standing to the credit of a Participant, the Deferral Account of such Participant shall be credited with dividend equivalents in the manner provided in the Deferral Program.

                       (e)          Investment Fund Credits. As of the end of each calendar year during which Investment Fund Credits are standing to the credit of a Participant, the amount of such Participant’s Deferral 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.

                       (f)          Distributions. The distribution of a Participant’s Deferral Account, including the forms of payment available to such Participant, shall be administered in accordance with the applicable provisions of the Deferral Program. The Committee may, from time to time, prescribe such other forms and timing of such distribution and may require that if a Participant is also participating in the Deferral Program that distributions in the Program be made at the same time and in the same manner as distributions under the Deferral Program.

                       (g)          Unfunded Deferral Accounts.  Each Participant shall have an unconditional and nonforfeitable right to receive a distribution of the amount credited to his or her Deferral Account, but only at the time or times and only in the manner provided for in the Program. However, no funds, securities or other property of any nature shall be segregated or

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earmarked for any current or former executive, Beneficiary (as defined in the Deferral Program) or other person. Accordingly, no current or former Participant, Beneficiary or other person, individually or as a member of a group, shall have any right, title or interest in a Deferral Account, in any fund or specific sum of money, in any asset or in any shares of stock which may be acquired by the Company in respect of its obligations hereunder, the sole right of the Participant being to receive a distribution as a general creditor of the Company with an unsecured claim against its general assets.

C.          SECTION 162(m)

                       Notwithstanding any other provision of the Program to the contrary, and solely with respect to those Grants intended to comply with section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, such Grants shall be granted and administered in accordance with Article IX of the 1997 Management Incentive Plan. To this end: (1) each Grant Cycle shall be deemed to be a performance period, (2) Grants shall not exceed the limit established for long-term incentive awards pursuant to Section 9.3(b) of the 1997 Management Incentive Plan, (3) for each Grant Cycle, the Committee shall establish the applicable Performance Goals (as defined in Section 9.2 of the 1997 Management Incentive Plan) within the time required pursuant to Section 162(m), and (4) no Grant shall be awarded or credited, unless otherwise determined by the Committee, until achievement of the applicable Performance Goals have been certified by the Committee.

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