Hershey Foods (HSY)

How many shares of Common Stock may be issued under the EICP?

As of February 13, 2007, of the 38,000,000 shares previously approved by the stockholders, there were 13,220,127 shares of our Common Stock subject to issuance pursuant to outstanding awards under the Incentive Plan and 5,044,782 shares reserved for future awards under the Incentive Plan. If this proposal is adopted, the number of shares of our Common Stock reserved for future awards under the EICP will be increased by 14,000,000 shares, to 19,044,782 shares, so that the maximum number of shares of our Common Stock which may be issued under the EICP in the future will be 19,044,782 shares plus the 13,220,127 shares subject to already outstanding awards. Of those shares, the aggregate number of shares which may be issued under the EICP for any awards made on or after February 13, 2007, other than awards of stock options and stock appreciation rights, will be limited to 6,348,261 shares, which is one-third of the 19,044,782 shares reserved for future issuance under the EICP. If an award previously granted under the Incentive Plan or granted under the EICP terminates, expires or lapses for any reason, or if all of the shares that could be issued under the award are not issued, for example because the award is settled in cash, then the shares not issued may be used for future awards.

The following table provides information about all of the Company’s equity compensation plans as of December 31, 2006: