Hershey Foods (HSY)

(Amended and restated as of October 1, 2007)

WHEREAS, The Hershey Company (the “Company”) currently maintains The Hershey Company Deferred Compensation Plan, amended and restated as of October 1, 2007 (the “Plan”);

WHEREAS, the Compensation and Executive Organization Committee of the Company’s Board of Directors (the “Committee”), at its December 1, 2008 meeting, approved changes to the Plan to (1) provide for full vesting in the supplemental matching contributions account and supplemental core contributions account at the same time vesting occurs for matching and core contributions under the Company’s 401(k) Plan, (2) clarify that AIP awards are treated as eligible compensation for purposes of determining the amount of Plan benefits for the year in which paid or deferred, and (3) clarify that an initial deferral election can generally specify the time of payment as separation from service plus a specified number of years;

WHEREAS, the Committee authorized and directed the officers of the Company to adopt amendments to the Plan to reflect these changes; and

WHEREAS, this amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

NOW, THEREFORE, BE IT RESOLVED that, by virtue and in exercise of the power reserved to the Committee by Section 8.1 of the Plan, and pursuant to the authority delegated to officers of the Company by the Committee, the Plan is hereby amended, effective as of October 1, 2007 (except as otherwise indicated) as follows:

1.12 Compensation. “Compensation” means the sum of (i) base salary paid to a Participant during a calendar year and (ii) AIP Awards paid during that calendar year or that would have been paid during that calendar year but for a deferral election.

3.4 Vesting. A Participant shall become one hundred percent (100%) vested in his or her Supplemental Core Retirement Contributions Sub-Account on the date he or she becomes vested in his or her Core Retirement Contributions under the 401(k) Plan, and in his or her Supplemental Match Contributions Sub-Account on the date he or she becomes vested in his or her Matching Contributions under the 401(k) Plan.

b. Upon a Separation from Service, including a Separation from Service plus a specified number of years.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed this 31^st day of December, 2008.

2

(Amended and Restated as of October 2, 2007)

WHEREAS, The Hershey Company (the “Company”) currently maintains The Hershey Company Supplemental Executive Retirement Plan, amended and restated as of October 2, 2007 (the “Plan”);

WHEREAS, the Company has determined that the payment terms of the Plan should be revised to meet applicable requirements of Section 409A of the Internal Revenue Code of 1986 (as amended) (“Section 409A”);

WHEREAS, the Company’s Board of Directors (“Board”), at its December 2, 2008 meeting, authorized and directed the Senior Vice President, Chief People Officer or Senior Vice President, General Counsel and Secretary of the Company (“Designated Officers”) to make changes to Company plans and arrangements as may be necessary to comply with Section 409A; and

WHEREAS, this amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

NOW, THEREFORE, BE IT RESOLVED that, by virtue and in exercise of the authority delegated to the Designated Officers by the Board, the Plan is hereby amended, effective as of January 1, 2009, as follows:

Any payments upon a Key Employee’s Separation from Service that would have otherwise been made under this Section 6 during the Waiting Period shall be made in the seventh month following the date of such Separation from Service (or, if earlier, the month after the Key Employee’s death).

IN WITNESS WHEREOF, the Company has caused this amendment to be executed this 31^st day of December, 2008.

Amended and Restated as of October 1, 2007

This Deferred Compensation Plan (the “Plan”) allows participants in the following programs of The Hershey Company Equity and Incentive Compensation Plan (the “EICP”) to defer receipt of all or part of the following awards: (1) cash awards under the Annual Incentive Program (the “AIP”), (2) the cash equivalent or Common Stock of The Hershey Company (the “Company”) representing performance stock unit (“PSU”) awards under the EICP, and (3) awards of Common Stock of the Company pursuant to restricted stock unit (“RSU”) awards under the EICP granted on or after January 1, 2001. This Plan also allows participants in The Hershey Company Amended and Restated (2007) Supplemental Executive Retirement Plan (the “DB SERP”) and The Hershey Company Compensation Limit Replacement Plan (the “CLRP”) to defer receipt of all or a portion of a lump sum cash payment payable under the DB SERP and CLRP. In addition, the Company may allocate Supplemental Core Retirement and Supplemental Match Contributions on behalf of eligible Plan Participants, and the Company may credit a specified percentage of Compensation for the benefit of certain Plan Participants under the Defined Contribution Supplemental Executive Retirement Plan (the “DC SERP”). The Plan is intended to benefit those executives of the Company and subsidiaries who are specified as participants in and receive awards under the EICP, former participants of the DB SERP and CLRP, and Plan Participants with compensation in excess of Code section 401(a)(17), to secure their goodwill, loyalty and achievement, and to help attract and retain highly qualified executives.

For Grandfathered Amounts (as defined below), the terms of the Plan in effect on December 31, 2004 and the requirements summarized in Appendix A of this Plan shall be followed in all respects.