Wrigley WM Jr Co – ‘SC 13D/A’ on 9/27/02 re: Wrigley WM Jr Co – EX-8

On:  Friday, 9/27/02, at 2:34pm ET   ·   Accession #:  950137-2-4997   ·   File #:  5-06799

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 4 to Schedule 13D                        5     25K 
 2: EX-2        Irrevocable Proxy, Dated September 25, 2002            1      8K 
 3: EX-3        Irrevocable Proxy, Dated September 25, 2002            1      8K 
 4: EX-4        Irrevocable Proxy, Dated September 25, 2002            1      8K 
 5: EX-5        Irrevocable Proxy, Dated September 25, 2002            1      8K 
 6: EX-6        Irrevocable Proxy, Dated September 25, 2002            1      8K 
 7: EX-7        Irrevocable Proxy, Dated September 25, 2002            1      8K 
 8: EX-8        Irrevocable Proxy, Dated September 25, 2002            1      8K 
 9: EX-9        Irrevocable Proxy, Dated September 25, 2002            1      8K 

EX-8   —   Irrevocable Proxy, Dated September 25, 2002

EX-8
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                                                                       EXHIBIT 8

 IRREVOCABLE PROXY

     The undersigned stockholder of WM. WRIGLEY, JR. COMPANY, a Delaware
corporation (the "Company"), hereby irrevocably appoints WILLIAM WRIGLEY, JR.,  
("Mr. Wrigley") the attorney and proxy of the undersigned, with full power of   
substitution, to the full extent of the undersigned's rights, within the        
limitations of this proxy, with respect to shares of the Company's Common Stock 
and Class B Common Stock owned of record or beneficially by the undersigned, and
any and all other shares issued in respect thereof on or after the date hereof  
(collectively, the "Shares"), until the earlier of the third (3rd) anniversary  
of the date hereof or the delivery by Mr. Wrigley of written notice to the      
Company terminating this Proxy. Upon the execution hereof, all prior proxies    
given by the undersigned with respect to any of the Shares are hereby revoked   
and no subsequent proxies will be given. This proxy is irrevocable and is       
coupled with an interest. The attorney and proxy named above will be empowered  
at any time prior to the termination of this Proxy to exercise all voting rights
of the undersigned with respect to the Shares as the attorney and proxy named   
above deems proper in respect of any annual, special or adjourned meeting of the
Company's stockholders, or any written consent in lieu of such a meeting or     
otherwise.                                                                      

        The undersigned, will upon request, execute and deliver any additional
documents deemed by the above named attorney and proxy to be necessary or       
desirable to effect the irrevocable proxy created hereby.                       

        Any obligations of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned. Notwithstanding the foregoing, this  
proxy shall be revoked and shall not apply to any Shares held by any transferee 
of the undersigned who receives such Shares (a) in a bona fide sale or          
disposition for consideration to an independent third party (i.e., not a        
beneficiary or relative of a beneficiary) that causes the Shares to no longer be
held by the undersigned or (b) in a bona fide all cash sale for fair market     
value to or for the benefit of a beneficiary of the undersigned.                

Dated:  September 25, 2002.                                                     

                                      WILLIAM J HAGENAH JR TRUSTEE U-W HELEN A
                                 WRIGLEY F-B-O BLANNY A HAGENAH FUND

                                    By:      /s/   William J. Hagenah, Jr.
                                          --------------------------------------
                                       Name:       William J. Hagenah, Jr.
                                               ---------------------------------
                       Title:      Trustee

Dates Referenced Herein

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		9/27/02		None on these Dates
		9/25/02
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