Definitions

The following definitions apply to this Plan:

1.1 401(k) Plan. “401(k) Plan” means The Hershey Company 401(k) Plan, formerly the Hershey Foods Corporation Employee Savings Stock Investment and Ownership Plan, as in effect from time to time and any successor plan thereto.

1.2 Account. “Account” means a bookkeeping account established by the Company for each Participant under the Plan, which includes, but is not limited to, the following Sub-Accounts: (i) a Supplemental Core Retirement Contributions Sub-Account, (ii) a Supplemental Match Contributions Sub-Account, (iii) an AIP Sub-Account, (iv) a PSU Sub-Account, (v) an RSU Sub-Account, (vi) a DB SERP Sub-Account, (vii) a CLRP Sub-Account, and (viii) a DC SERP Sub-Account.

1.3 AIP and AIP Awards. “AIP” means the Annual Incentive Program, and any successor or replacement program thereof, of the EICP, including annual incentives awarded under the Company’s Sales Incentive Program and any successor or replacement thereof, and “AIP Awards” means cash awards made to a Participant under the AIP of the EICP.

1.4 AIP Sub-Account. “AIP Sub-Account” means a bookkeeping account established by the Company for each Participant electing to defer under this Plan all or a portion of his or her AIP Awards.

1.5 Board or Board of Directors. “Board” or “Board of Directors” means the Board of Directors of the Company.

1.6 Change in Control. “Change in Control” means a Change in Control as such term is defined in the EICP.

1.7 Change in Control Event. “Change in Control Event” means a Change in Control Event as defined under Code section 409A and applicable guidance thereunder.

1.8 Code. “Code” means the Internal Revenue Code of 1986, as amended.

1.9 Committee or Compensation Committee. “Committee” or “Compensation Committee” means the Compensation and Executive Organization Committee of the Board or any successor committee having similar authority.

1.10 Company. “Company” means The Hershey Company, a Delaware corporation.

1.11 Company Common Stock or Common Stock. “Company Common Stock” or “Common Stock” means the publicly traded common stock of the Company.

1.12 Compensation. “Compensation” means the sum of (i) base salary paid to a Participant during a calendar year and (ii) AIP Awards for that calendar year, whether paid or deferred.

1.13 CLRP and CLRP Benefits. “CLRP” means The Hershey Company Amended and Restated Compensation Limit Replacement Plan, and any successor or replacement plan thereof, and “CLRP Benefits” means amounts payable to a Participant under the CLRP that are deferred under this Plan.

1.14 CLRP Sub-Account. “CLRP Sub-Account” means a bookkeeping account established by the Company for each Participant electing to defer under this Plan all or a portion of his or her lump sum cash payment payable under the CLRP.

1.15 Core Retirement Contributions. “Core Retirement Contributions” means contributions made by the Company on behalf of an employee who is eligible to receive such contributions under the 401(k) Plan.

1.16 DB SERP and DB SERP Benefits. “DB SERP” means The Hershey Company Amended and Restated (2007) Supplemental Executive Retirement Plan and any successor or replacement plan thereof, and “DB SERP Benefits” means amounts payable to a Participant under the DB SERP.

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1.17 DB SERP Sub-Account. “DB SERP Sub-Account” means a bookkeeping account established by the Company for each Participant electing to defer under this Plan all or a portion of his or her lump sum cash payment payable under the DB SERP.

1.18 DC SERP and DC SERP Benefits. “DC SERP” means the Defined Contribution Supplemental Executive Retirement Plan as described under Article VI, or any successor or replacement plan thereof, and “DC SERP Benefits” means amounts credited to a Participant’s DC SERP Sub-Account in accordance with Article VI.

1.19 DC SERP Sub-Account. “DC SERP Sub-Account” means a bookkeeping account established by the Company for each Participant to which amounts are credited on behalf of the Participant under the DC SERP.

1.20 Determination Date. “Determination Date” means the last day of each calendar quarter or any other date specified by the Plan Administrator in its sole discretion.

1.21 Disabled or Disability. “Disabled” or “Disability” means Disabled as that term is defined in The Hershey Company Retirement Plan, as in effect from time to time and any successor plan thereto.

1.22 EBPP. “EBPP” means, with respect to a Participant, The Hershey Company Employee Benefits Protection Plan (Group 2), The Hershey Company Executive Benefits Protection Plan (Group 3), The Hershey Company Executive Benefits Protection Plan (Group 3A), or The Hershey Company Severance Benefits Plan, as applicable to such Participant, and any successor or replacement plans thereof.

1.23 EICP. “EICP” means The Hershey Company Equity and Incentive Compensation Plan (formerly known as the Hershey Foods Corporation Key Employee Incentive Plan) and any successor or replacement plan thereof.

1.24 Grandfathered Amounts. “Grandfathered Amounts” means amounts that were deferred under this Plan, if any, by a Participant who was neither an active employee of the Company nor on a paid or Disabled leave of absence on October 1, 2007, to which such Participant had a nonforfeitable right as of December 31, 2004, plus subsequent investment credits. Grandfathered Amounts are only subject to the terms of the Plan in effect on December 31, 2004 and the requirements set forth in Appendix A of this Plan. Grandfathered Amounts are exempt from the requirements under Code section 409A.

1.25 Initial Deferral Election. “Initial Deferral Election” means an election to defer (i) AIP Awards, (ii) PSU Awards, (iii) RSU Awards, (iv) DB SERP Benefits, and/or (v) CLRP Benefits, in accordance with the requirements set forth under Section 4.1.

1.26 Investment Options. “Investment Options” means those investment options which are to be used as earnings indices as described in Section 2.1. Except as hereafter provided with respect to a Participant’s constructive investment in Company Common Stock:

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(a) the Investment Options are chosen by the Plan Administrator and are subject to change from time to time as the Plan Administrator, in its sole discretion, deems necessary or appropriate, and (b) no provision of this Plan shall be construed as either giving any Participant an interest in any of these Investment Options or requiring that the Company make any investment in any such Investment Options. Investment Options, other than the Company Common Stock Investment Option, may be added, modified or deleted from time to time in the discretion of the Plan Administrator; provided, however, that after the occurrence of a Change in Control, the Plan Administrator shall not add or delete any Investment Option that was in effect immediately prior to the Change in Control unless the overall mix of Investment Options is substantially the same as that provided to participants in the 401(k) Plan or other tax-qualified retirement plan of the Company (whichever has the most investment options available for selection by its participants).

1.27 Long Term Disability Plan. “Long Term Disability Plan” means The Hershey Company Long Term Disability Plan and any successor or replacement plan thereof.

1.28 Participant. “Participant” means an employee of the Company who meets the eligibility criteria for participation in this Plan established by the Plan Administrator from time to time.

1.29 Plan. “Plan” means The Hershey Company Deferred Compensation Plan as set forth herein and as amended from time to time.

1.30 Plan Administrator. “Plan Administrator” means the Employee Benefits Committee of the Company, or any successor committee having similar authority, or such other individual or committee as may be determined by the Compensation Committee from time to time.

1.31 Plan Year. “Plan Year” means the calendar year.

1.32 PSU and PSU Awards. “PSU” means performance stock units granted under the EICP, and “PSU Awards” means PSU awards made to a Participant under the EICP.

1.33 PSU Sub-Account. “PSU Sub-Account” means a bookkeeping account established by the Company for each Participant electing to defer under this Plan all or a portion of his or her PSU Awards.

1.34 Retirement Plan. “Retirement Plan” means The Hershey Company Retirement Plan, as in effect from time to time and any successor plan thereto.

1.35 RSU and RSU Awards. “RSU” means restricted stock units granted under the EICP, and “RSU Awards” means RSU awards made to a Participant under the EICP.

1.36 RSU Sub-Account. “RSU Sub-Account” means a bookkeeping account established by the Company for each Participant electing to defer under this Plan all or a portion of his or her RSU Awards.

1.37 Separation from Service. “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Code section 409A; provided that, in

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the event a Participant becomes Disabled and takes a leave of absence from active employment in connection therewith, a Separation from Service shall not occur for up to 29 months following the first day of such leave of absence, as permitted under Code section 409A and the regulations issued thereunder.

1.38 Supplemental Core Retirement Contributions. “Supplemental Core Retirement Contributions” means amounts credited to a Participant’s Supplemental Core Retirement Contributions Sub-Account in accordance with Section 3.1.

1.39 Supplemental Core Retirement Contributions Sub-Account. “Supplemental Core Retirement Contributions Sub-Account” means a bookkeeping account established by the Company for each Participant to which Supplemental Core Retirement Contributions are credited on behalf of the Participant.

1.40 Supplemental Match Contributions. “Supplemental Match Contributions” means amounts credited to a Participant’s Supplemental Match Contributions Sub-Account in accordance with Section 3.2.

1.41 Supplemental Match Contributions Sub-Account. “Supplemental Match Contributions Sub-Account” means a bookkeeping account established by the Company for each Participant to which Supplemental Match Contributions are credited on behalf of the Participant.

1.42 Trust. “Trust” means the trust described in Section 9.2.

1.43 Year of Service. “Year of Service” means years of Vesting Service as that term is defined in the 401(k) Plan.

Article I

Definitions

The
following definitions apply to this Plan:

1.1 401(k) Plan. “401(k) Plan” means The Hershey Company 401(k) Plan, formerly
the Hershey Foods Corporation Employee Savings Stock Investment and Ownership Plan, as in effect from time to time and any successor plan thereto.

SIZE="2">1.2 Account. “Account” means a bookkeeping account established by the Company for each Participant under the Plan, which includes, but is not limited to, the following Sub-Accounts: (i) a Supplemental Core Retirement
Contributions Sub-Account, (ii) a Supplemental Match Contributions Sub-Account, (iii) an AIP Sub-Account, (iv) a PSU Sub-Account, (v) an RSU Sub-Account, (vi) a DB SERP Sub-Account, (vii) a CLRP Sub-Account, and
(viii) a DC SERP Sub-Account.

1.3 AIP and AIP Awards. “AIP” means the Annual Incentive Program, and any successor or
replacement program thereof, of the EICP, including annual incentives awarded under the Company’s Sales Incentive Program and any successor or replacement thereof, and “AIP Awards” means cash awards made to a Participant under the AIP
of the EICP.

1.4 AIP Sub-Account. “AIP Sub-Account” means a bookkeeping account established by the Company for each
Participant electing to defer under this Plan all or a portion of his or her AIP Awards.

1.5 Board or Board of Directors.
“Board” or “Board of Directors” means the Board of Directors of the Company.

1.6 Change in Control.
“Change in Control” means a Change in Control as such term is defined in the EICP.

1.7 Change in Control Event.
“Change in Control Event” means a Change in Control Event as defined under Code section 409A and applicable guidance thereunder.

SIZE="2">1.8 Code. “Code” means the Internal Revenue Code of 1986, as amended.

1.9 Committee or Compensation
Committee. “Committee” or “Compensation Committee” means the Compensation and Executive Organization Committee of the Board or any successor committee having similar authority.

B.    DEFINITIONS

        Whenever used in the Plan, the following words and phrases will have the meanings set forth below, unless a different meaning is plainly required by the context:

        “Accrued Benefit” with respect to the Retirement Plan, has the meaning set forth in Article I of the Retirement Plan without any of the increases set forth herein.

        “AIP” means the Annual Incentive Program of the KEIP.

        “Base Pay” means the regular annual rate of salary payable to an Eligible Employee as of such Employee’s Retirement Date, without reduction for any elective deferrals made on an Eligible Employee’s behalf to any plan of the Company under Section 125, 401(k), or 132(f)(4) of the Code.

         “Cause” means the neglecting of one’s duties, poor job performance, excessive absenteeism, absence without leave, theft, dishonesty, insubordination, intentional destruction of Company property or a violation of Company policies, including but not limited to violation of any code of ethics or business conduct guidelines, policies regarding disclosure of trade secrets or other confidential information, expense reimbursement policies or anti-harassment policies, all as determined by the Plan Administrator in its sole and absolute discretion.

         “CEO” means the Chief Executive Officer of the Company.

B.    DEFINITIONS

        Whenever used in the Plan, the following words and phrases will have the meanings set forth below, unless a different meaning is plainly required by the context:

         “AIP” means the Annual Incentive Program of the KEIP.

        “Base Pay” means the regular annual rate of salary payable to an Eligible Employee as of such Employee’s Separation Date, without reduction for any elective deferrals made on an Eligible Employee’s behalf to any plan of the Company under Section 125, 401(k), or 132(f)(4) of the Code.

        “Cause” means the neglecting of one’s duties, poor job performance, excessive absenteeism, absence without leave, theft, dishonesty, insubordination, intentional destruction of Company property or a violation of Company policies, including but not limited to violation of any code of ethics or business conduct guidelines, policies regarding disclosure of trade secrets or other confidential information, expense reimbursement policies or anti-harassment policies, all as determined by the Plan Administrator in its sole and absolute discretion.

         “CEO” means the Chief Executive Officer of the Company.

         “COBRA” means Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA or any similar state law.

        “Code” means the Internal Revenue Code of 1986, as amended.

         “Company” means The Hershey Company, a Delaware corporation, and its subsidiaries.

         “CPO” means the Senior Vice President, Chief People Officer of the Company.

         “Deferred Compensation Plan” means the Hershey Foods Corporation Deferred Compensation Plan, as amended and any successor thereto.

         “E-grade Employee” means an Employee who is designated on the Company’s records as such, which may include, among others, Vice Presidents, Senior Vice Presidents, HET members, former Company officers, and the CEO.

        “Eligible Employee” means any Employee who meets the conditions set forth in Section C. and is not excluded from coverage under Section D.

        “Employee” means any employee of the Company who is classified on its U.S. payroll as a salaried full-time employee, including employees on short-term (but not long-term) disability or paid or unpaid leave of absence. Notwithstanding the foregoing, an Employee will not include any individual: (i) classified on the books of the Company as an independent contractor and not as an employee, during the period the individual is so paid or classified, (ii) being paid by or through an employee leasing company or other third party agency, (iii) classified on the books of the Company as a freelance worker and not as an employee, during the period the individual is so paid or classified, (iv) classified by the Company as a seasonal, occasional or temporary employee, during the period the individual is so paid or classified, or (v) classified by the Company as a leased employee, during the period the individual is so paid or classified. Any individual included in (i) through (v) will not be an Employee even if he or she is later retroactively reclassified as a common-law employee of the Company during all or any part of such period pursuant to applicable law or otherwise.

         “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

         “ESSIOP” means the Hershey Foods Corporation Employee Savings Stock Investment and Ownership Plan as Amended and Restated effective as of January 1, 1997, as amended and any successor thereto.

         “HET” means the Hershey Executive Team, which consists of certain executives as designated by the Company.

         “KEIP” means the Hershey Foods Corporation Key Employee Incentive Plan, as amended and any successor thereto.

         “Options” has the meaning set forth in Section F.1.(j).

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        “Participant” means an Eligible Employee who has satisfied the conditions for participation set forth in Section E. and who is entitled to receive benefits under the Plan.

        “Plan” means The Hershey Company 2005 Enhanced Mutual Separation Plan for E-Grade Employees, as amended and any successor thereto.

        “Plan Administrator” means the Employee Benefits Committee of the Company or such other person or committee appointed from time to time by the Company to administer the Plan, or the delegate of such committee or person.

        “PSU Program” means performance stock units issued under KEIP.

        “Retiree Medical Plan” means the Hershey Foods Corporation Retiree Medical and Life Insurance Plan (Amended and Restated Effective as of January 1, 2002), as amended and any successor thereto.

        “Retirement Plan” means the Hershey Foods Corporation Retirement Plan as Amended and Restated effective as of December 31, 2004, as amended and any successor thereto.

        “Separation Agreement” has the meaning set forth in Section E.1.

        “Separation Date” means the first date of the Separation Period which will be a date within the Separation Window that is mutually agreed to by the Eligible Employee and the Company. An Eligible Employee and the HET member responsible for the Eligible Employee’s business sector (or, if the Eligible Employee is a member of the HET, the CEO) will choose a mutually acceptable Separation Date. The HET (or, if the Eligible Employee is a member of the HET, the CEO) will either (i) approve of such date, (ii) assign a different date within the Separation Window to an Eligible Employee who performs a critical business function (as determined in the HET’s (or CEO’s) sole discretion on a non-discriminatory basis), or (iii) reject the Participant’s request to participate in the Plan in accordance with Section D.2. The date assigned under the preceding sentence will be deemed such Eligible Employee’s “Separation Date” for all purposes of this Plan. In addition, the Eligible Employee’s “Separation Date” may not be after December 31, 2005, unless the CPO and the CEO approve such Separation Date. In the event that the Eligible Employee and the Company cannot mutually agree in writing upon a Separation Date, then such Eligible Employee will be deemed to not have elected a Separation Date and such Eligible Employee will not become a Participant in the Plan.

        Notwithstanding the foregoing, in the event that the Eligible Employee and the Plan Administrator mutually agree in writing, the Separation Date originally agreed upon may be changed to a different date within the Separation Window, in their sole discretion, subject, however, to the approval of the CPO and CEO if the revised Separation Date is after December 31, 2005.

        An Eligible Employee under Section C.(2) or C.(3) will be deemed to have a Separation Date of September 8, 2005 for all purposes of this Plan.

         “Separation Pay” has the meaning set forth in Section F.1.(a).

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        “Separation Period” has the meaning set forth in Section F.1.(a).

        “Separation Window” means the period beginning on September 30, 2005 and ending on December 31, 2006. However, for an Eligible Employee under Section C.(2) or C.(3), the Separation Window is limited to September 8, 2005.

        “Service Date” means the latest date on which an Employee was hired or re-hired by the Company.

         “Termination Date” means the last day of the Employee’s Separation Period and will be the date on which the Employee is terminated as an Employee on paid leave of absence for purposes of receiving benefits under the terms of this Plan.

        “Unpaid Leave of Absence” means a period of unpaid leave of absence with the Company not to exceed 30 days, as determined in accordance with Section F.1(b).

        “Weekly Base Pay” means Base Pay divided by 52.

        “Years of Service” means the number of years from the Employee’s Service Date to his or her Separation Date. Payments will be based on full years of service achieved, with fractional years (i) rounded up to the next whole year if such fractional year equals .5 of a year or greater, or (ii) rounded down to the prior whole year if such fractional year equals .49 of a year or less.