D.    EXCLUSIONARY PROVISIONS

             1.       Notwithstanding anything herein to the contrary, the following Employees are not Eligible Employees and cannot participate in the Plan:

                         (a)    An Employee who was a participant in (i) the Hershey Foods Corporation 1996 Early Retirement Plan, the Hershey Foods Corporation 2001 Early Retirement Plan, or the Hershey Foods Corporation 2003 Sales Early Retirement Plan, (ii) any other mutual or job elimination severance plan or agreement, except as provided in Section C.(3), or (iii) a plant closing severance plan;

                         (b)    An Employee who elected to participate in The Hershey Company 2005 Enhanced Mutual Separation Plan for E-Grade Employees rather than this Plan;

                         (c)    An Employee terminated for Cause or terminated for failure to satisfy minimum job performance requirements during any probationary employment period;

                         (d)    An Employee hired as a result of the Company’s acquisition of Mauna Loa Macadamia Nut Holdings, Inc. on December 16, 2004;

                         (e)    An employee of the Company who is classified on the payroll records of the Company as any type of employee other than an E-grade Employee;

                         (f)    the CEO; or

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                         (g)    An Employee on paid or unpaid leave of absence as of July 21, 2005 who signed a separation agreement and general release with the Company prior to March 7, 2005.

            2.         Notwithstanding anything herein to the contrary, the Company retains the right to deny participation in the Plan to any former highly compensated employee of the Company whose employment by the Company terminated prior to July 21, 2005. Such a determination will be made by the Plan Administrator in its sole discretion.

D.    EXCLUSIONARY PROVISIONS

            1.        Notwithstanding anything herein to the contrary, the following Employees are not Eligible Employees and cannot participate in the Plan:

                          (a)  An Employee who was a participant in (i) the Hershey Foods Corporation 1996 Early Retirement Plan, the Hershey Foods Corporation 2001 Early Retirement Plan, or the

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Hershey Foods Corporation 2003 Sales Early Retirement Plan, (ii) any other mutual or job elimination severance plan or agreement, except as provided in Section C.(3), or (iii) a plant closing severance plan;

                          (b)  An Employee who elected to participate in The Hershey Company 2005 Early Retirement Plan for E-Grade Employees rather than this Plan, if applicable;

                          (c)  An Employee terminated for Cause or terminated for failure to satisfy minimum job performance requirements during any probationary employment period;

                          (d)  An Employee hired as a result of the Company’s acquisition of Mauna Loa Macadamia Nut Holdings, Inc. on December 16, 2004;

                          (e)  An employee of the Company who is classified on the payroll records of the Company as any type of employee other than an E-grade Employee;

                          (f)  An Employee on paid or unpaid leave of absence as of July 21, 2005 who signed a separation agreement and general release with the Company prior to March 7, 2005; or

                          (g)  The CEO.

            2.        Notwithstanding anything herein to the contrary, the Company retains the right to deny participation in the Plan to: (i) any otherwise Eligible Employee if the HET (or, if the Eligible Employee is a member of the HET, the CEO) determines that the termination of employment of such employee will have an adverse affect on the Company’s ongoing business operations, or (ii) any former highly compensated employee of the Company as determined by the Plan Administrator. Such a determination will be made in the sole discretion of the HET, CEO or Plan Administrator, as applicable.