Hershey Foods (HSY)

Elections to Defer

4.1 Initial Deferral Election.

a. AIP Awards. A Participant may elect under the Plan to defer receipt of all or a portion of his or her anticipated AIP Award, but such election must be made no later than June 30 of the calendar year on which such award is based. Deferred AIP Awards shall be credited to a Participant’s AIP Sub-Account as soon as administratively practicable following the last day of the Plan Year. If a Participant receives a hardship withdrawal under the 401(k) Plan or a withdrawal upon an Unforeseeable Emergency under Section 5.2.d., the Participant’s Initial Deferral Election, if any, for his or her anticipated AIP Award for the Plan Year in which the withdrawal occurs shall be cancelled.

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b. PSU Awards. A Participant may elect under the Plan to defer receipt of all or a portion of the cash or Company Common Stock amount earned as a PSU Award by a date specified by the Plan Administrator in its sole discretion, but such election must be made no later than June 30 of the calendar year in which the performance period for such PSU Award ends. Deferred PSU Awards shall be credited to a Participant’s PSU Sub-Account as soon as administratively practicable following the last day of the Plan Year.

c. RSU Awards. A Participant may elect under the Plan to defer receipt of all or a portion of the Company Common Stock amount earned as an RSU Award, but such election must be made no later than thirty (30) days after the date of grant and at least 12 months in advance of the first vesting date with respect to such grant. Deferred RSU Awards shall be credited to a Participant’s RSU Sub-Account as soon as administratively practicable following the last day of the Plan Year. Upon the occurrence of both a Change in Control and Change in Control Event, all restrictions on a Participant’s RSU Awards shall lapse pursuant to the terms of the EICP.

d. DB SERP Benefits. A Participant may elect to defer all or a portion of the lump sum cash payment payable under the DB SERP, provided the election is made at least twelve (12) months before such amounts are payable under the DB SERP. A distribution of DB SERP Benefits under this Plan may not be made earlier than five (5) years from the date the distribution would have been made under the DB SERP but for the Participant’s election to defer such amounts under this Plan. Deferred DB SERP Benefits shall be credited to a Participant’s DB SERP Sub-Account as soon as administratively practicable following the date a distribution of them under the DB SERP would have otherwise been made.

e. CLRP Benefits. A Participant may elect to defer all or a portion of the lump sum cash payment payable under the CLRP, provided the election is made at least twelve (12) months before such amounts are payable under the CLRP. A distribution of CLRP Benefits under this Plan may not be made earlier than five (5) years from the date the distribution would have been made under the CLRP but for the Participant’s election to defer such amounts under this Plan. Such CLRP Benefits shall be credited to a Participant’s CLRP Sub-Account as soon as administratively practicable following the date a distribution under the CLRP would have otherwise been made.

f. Any Initial Deferral Election under this Section 4.1:

(1) Must specify:

(i) The time of distribution under one of the distributable events set forth under Sections 5.2.a. and 5.2.b.; and

(ii) The form of distribution as set forth under Section 5.1.

(2) Shall be irrevocable, except as otherwise provided in this Plan; and

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(3) Shall be made in accordance with procedures and distribution rules established by the Plan Administrator.

4.2 Changes in Time and Form of Distribution.

a. A Participant may make a subsequent election to change the time or form of distribution otherwise specified in Section 3.3.a., in his or her Initial Deferral Election pursuant to Section 4.1., and/or as specified in Section 6.3.a. (hereinafter, a “Subsequent Deferral Election”), in accordance with procedures and distribution rules established by the Plan Administrator and only if the following conditions are satisfied:

(1) The election may not take effect until at least twelve (12) months after the date on which the election is made;

(2) In the case of an election to change the time and form of a distribution under Sections 5.2.a., 5.2.b. (which includes an election to change the distribution that would occur upon a Separation from Service under Sections 3.3.a. and 6.3.a.), and 5.2.e., a distribution may not be made earlier than five (5) years from the date the distribution would have otherwise been made; and

(3) The election must be made at least twelve (12) months before the date of the first scheduled distribution.

b. A Participant may make a Subsequent Deferral Election under Section 3.3.b., 4.2.a., or 6.3.b. that indicates a change to a (i) form of distribution set forth in Section 5.1.a. and/or (ii) distributable event described in Sections 5.2.a. and 5.2.b.; provided, however, a Separation from Service distribution event may only be changed to a distribution five (5) or more years following Separation from Service.

4.3 Special Election During Transition Years. Notwithstanding the provisions of Section 4.2, during 2007 or 2008, a Participant who is an active employee of the Company (including on a paid leave of absence) on or after October 1, 2007 may make an election to receive all or a specified portion of his or her Account commencing upon a distributable event described in Sections 5.2.a. and 5.2.b. (including one (1) or more years after Separation from Service) in a lump sum or substantially equal installment payments over a number of years (to be specified by the Participant) up to fifteen (15) years. Any such election must become irrevocable on or before December 31, 2008 and must be made in accordance with procedures and distribution rules established by the Plan Administrator.

Elections
to Defer

4.1 Initial Deferral Election.

FACE="Times New Roman" SIZE="2">a. AIP Awards. A Participant may elect under the Plan to defer receipt of all or a portion of his or her anticipated AIP Award, but such election must be made no later than June 30 of the calendar year on
which such award is based. Deferred AIP Awards shall be credited to a Participant’s AIP Sub-Account as soon as administratively practicable following the last day of the Plan Year. If a Participant receives a hardship withdrawal under the
401(k) Plan or a withdrawal upon an Unforeseeable Emergency under Section 5.2.d., the Participant’s Initial Deferral Election, if any, for his or her anticipated AIP Award for the Plan Year in which the withdrawal occurs shall be
cancelled.

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b. PSU Awards. A Participant may elect under the Plan to defer receipt of all or a portion of the
cash or Company Common Stock amount earned as a PSU Award by a date specified by the Plan Administrator in its sole discretion, but such election must be made no later than June 30 of the calendar year in which the performance period for such
PSU Award ends. Deferred PSU Awards shall be credited to a Participant’s PSU Sub-Account as soon as administratively practicable following the last day of the Plan Year.