Hershey Foods (HSY)

Account and Sub-Accounts

2.1 Establishment of Account and Sub-Accounts. Except as provided in Section 9.2, any amounts deferred by a Participant will not be funded or set aside for future payment by the Company. Instead, an Account with Sub-Accounts will be established to which (i) Supplemental Core Retirement Contributions and (ii) Supplemental Match Contributions, along with deferrals of (iii) AIP Awards, (iv) PSU Awards, (v) RSU Awards, (vi) DB SERP Benefits, (vii) CLRP Benefits, and (viii) DC SERP Benefits, shall be credited to each respective Sub-Account, along with investment credits as provided in Section 2.3.c. below.

2.2 Participants as Unsecured Creditors. A Participant’s entitlement to receive the amount reflected by his or her Sub-Accounts, to the extent vested, will be based solely on an unfunded unsecured unconditional promise to pay by the Company that is not assignable.

2.3 Investment Credits to Sub-Accounts. Subject to such limitations as may from time to time be required by law, imposed by the Plan Administrator, or set forth in Section 2.3.f. below, and subject to such operating rules and procedures as may be imposed from time to time by the Plan Administrator, each Participant may express to the Plan Administrator a preference as to how the Participant’s Account should be constructively invested among the Investment Options (“Investment Preference”), in which the Participant shall designate the percentage of his or her Account to be constructively invested in each Investment Option. Following a Change in Control only, any Participant Investment Preference (whether expressed prior to, or following, a Change in Control) shall be binding upon the Plan Administrator.

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a. All Investment Preferences shall be in writing on a form supplied by and filed with the Plan Administrator or in any other form as determined by the Plan Administrator from time to time in its sole discretion. Participants may change their Investment Preferences effective as of the beginning of each Plan Year, or more frequently if permitted in the discretion of the Plan Administrator; provided, however, that following a Change in Control, Participants shall be permitted to change their Investment Preferences at least as frequently as they could under procedures in effect immediately prior to the Change in Control.

b. Except as set forth above following a Change in Control, all Investment Preferences shall be advisory only and shall not bind the Company or the Plan Administrator. Neither the Company nor Plan Administrator shall be obligated to invest any funds in connection with this Plan. Moreover, should the Company voluntarily choose to invest any amount under this Plan, the Plan Administrator shall have complete discretion as to investments, and no Participant shall have any claim on such investments as a fund to provide benefits hereunder.

c. From time to time, but not less frequently than each Determination Date, the Plan Administrator shall allocate the net earnings or losses of the Plan that have occurred since the preceding Determination Date among the Accounts of Participants, and to the extent a Participant’s Investment Preference is honored by the Plan Administrator, such net earnings or losses shall be allocated as though the Participant’s Account had been invested in the Investment Options in accordance with the Participant’s Investment Preference. The “net earnings or losses” of the Plan shall be equal to the net increase or net decrease (taking into account any constructive dividends or interest thereon), as the case may be, in the value of a Participant’s Account since the last Determination Date, based on either the Participant’s Investment Preference (if honored) or the funds constructively invested by the Plan Administrator and allocated to the Accounts of Participants hereunder.

d. If the Plan Administrator receives an Investment Preference from a Participant that it deems to be incomplete, unclear or improper, such Participant’s pre-existing Investment Preference then in effect (if any) shall remain in effect until the beginning of the next Plan Year, unless the Plan Administrator provides for, and permits the application of, corrective action prior thereto. If a Participant fails to file an effective Investment Preference and no pre-existing Investment Preference is on file, the Participant’s Account will be constructively invested in the Investment Option designated by the Plan Administrator from time to time as a default Investment Option.

e. If the Plan Administrator determines that the constructive value of an Account as of any date on which distributions are to be made differs materially from the constructive value of the Account on the prior Determination Date upon which the distribution is to be based, the Plan Administrator, in its discretion, shall have the right to designate any date in the interim as a Determination Date for the purpose of constructively revaluing the Account so that the Account from which the distribution is being made will, prior to the distribution, reflect its share of such material difference in value. Similarly, the Plan Administrator may adopt a policy of providing for regular interim valuations without regard to the materiality of changes in the value of the Accounts.

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f. Notwithstanding the foregoing provisions of this Section 2.3 to the contrary, (i) prior to a Change in Control, that portion of all deferred PSUs that is payable in Company Common Stock under the EICP and all deferred RSUs shall be constructively invested in Company Common Stock, (ii) a Participant’s Account shall be credited from time to time with the amount of any dividends declared and paid on such Company Common Stock, and shall be adjusted in connection with any stock dividend, split, reorganization, liquidation or other event which affects the number of shares of Common Stock represented by such PSUs and/or RSUs, and (iii) no other amounts deferred under this Plan shall be constructively invested in Company Common Stock. Following a Change in Control, no amounts deferred under this Plan shall be required to be constructively invested in Company Common Stock.

2.4 Statement of Account and Sub-Accounts. Within a reasonable time after the end of each Plan Year, the Plan Administrator shall submit to each Participant a statement of the balance in his or her Account, including his or her Sub-Accounts; provided, however, that following a Change in Control, such statement of Account and Sub-Accounts shall be provided on at least a quarterly basis.

Account and
Sub-Accounts

2.1 Establishment of Account and Sub-Accounts. Except as provided in Section 9.2, any amounts deferred by a
Participant will not be funded or set aside for future payment by the Company. Instead, an Account with Sub-Accounts will be established to which (i) Supplemental Core Retirement Contributions and (ii) Supplemental Match Contributions,
along with deferrals of (iii) AIP Awards, (iv) PSU Awards, (v) RSU Awards, (vi) DB SERP Benefits, (vii) CLRP Benefits, and (viii) DC SERP Benefits, shall be credited to each respective Sub-Account, along with investment
credits as provided in Section 2.3.c. below.

2.2 Participants as Unsecured Creditors. A Participant’s entitlement to
receive the amount reflected by his or her Sub-Accounts, to the extent vested, will be based solely on an unfunded unsecured unconditional promise to pay by the Company that is not assignable.