STOCKHOLDERS PROXY AND CONFIDENTIAL VOTING INSTRUCTION CARD for Hershey

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Hershey Foods (HSY)

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HSY » Topics » STOCKHOLDERS PROXY AND CONFIDENTIAL VOTING INSTRUCTION CARD

This excerpt taken from the HSY DEF 14A filed Mar 16, 2007.

STOCKHOLDER’S PROXY AND CONFIDENTIAL VOTING INSTRUCTION CARD

The undersigned hereby appoints R. H. Lenny and B. H. Snyder, and each of them, as Proxies, with full power of
substitution, to attend the Annual Meeting of Stockholders to be held at 10:00 a.m. EDT, April 17, 2007, at GIANT
Center, 950 West Hersheypark Drive, Hershey, Pennsylvania, or at any adjournment thereof (“Annual Meeting”), and to
vote all of the undersigned’s shares of the Company’s Common Stock in the manner directed on the reverse side of this
card. The shares represented by this proxy, when executed properly, will be voted in the manner directed. If direction
is not given, this proxy will be voted FOR items 1, 2 and 3, as set forth on the reverse side.

SPECIAL INFORMATION for participants in The Hershey Company 401(k) Plan (formerly known as the Employee
Savings Stock Investment and Ownership Plan) ("401(k) Plan") and The Hershey Company Puerto Rico 401(k) Plan
(formerly known as the Puerto Rico Employee Savings Stock Investment and Ownership Plan) ("PR 401(k) Plan"): This
proxy also provides voting instructions for shares held on the record date for the Annual Meeting by Vanguard Fiduciary
Trust Company ("Vanguard"),* as trustee of the 401(k) Plan or as custodian appointed by Banco Popular de Puerto
Rico, trustee of the PR 401(k) Plan, as applicable. If you are a participant in either plan, this paragraph (and not the
paragraph above) applies. By marking and returning this card, you will direct Vanguard (i) how to vote the shares of
Common Stock allocated to your account in that plan and (ii) how to vote a portion of the shares of Common Stock
allocated to the accounts of other participants in that plan who have not submitted voting instructions by the voting
deadline. If Vanguard receives your properly marked and executed card on or before April 12, 2007, Vanguard will vote
these shares in the manner directed by you. If direction is not given or is received after April 12, 2007, Vanguard will
vote your shares in the 401(k) Plan or PR 401(k) Plan, as applicable, in the same proportion, respectively, as the final
aggregate vote of the 401(k) Plan or PR 401(k) Plan participants who submitted timely votes on the matter.

This proxy/voting instruction card is solicited on behalf of the Board of Directors pursuant to a separate Notice
of Annual Meeting and Proxy Statement dated March 16, 2007, receipt of which is hereby acknowledged. The
shares of Common Stock represented by this proxy shall be entitled to one vote for each such share held.
Except with regard to voting separately as a class on the election of Ms. Hill and Mr. Kelly, shares of Common
Stock will vote together with shares of Class B Common Stock without regard to class.

THIS PROXY AND VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE.

*Vanguard Fiduciary Trust Company, in its capacity as trustee or custodian, has appointed Automatic Data Processing as agent to tally the vote.


*THE HERSHEY COMPANY* *C/O MELLON INVESTOR SERVICES* *P.O. BOX 3500* *SOUTH HACKENSACK, NJ 07606-9200*		VOTE BY INTERNET – [www.proxyvote.com] Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on April 16, 2007. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
		VOTE BY PHONE – 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m. EDT on April 16, 2007. Have your proxy card in hand when you call and then follow the instructions the Vote Voice provides you.
		VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to The Hershey Company, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: HFCCV3 KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

This excerpt taken from the HSY DEF 14A filed Mar 14, 2006.

STOCKHOLDER'S PROXY AND CONFIDENTIAL VOTING INSTRUCTION CARD

The undersigned hereby appoints R. H. Lenny and B. H. Snyder, and each of them, as Proxies, with full power of substitution, to attend the Annual Meeting of Stockholders to be held at 2:00 p.m., April 18, 2006, at GIANT Center, 950 West Hersheypark Drive, Hershey, Pennsylvania, or at any adjournment thereof (“Annual Meeting”), and to vote all of the undersigned’s shares of the Company’s Common Stock in the manner directed on the reverse side of this card. The shares represented by this proxy, when executed properly, will be voted in the manner directed. If direction is not given, this proxy will be voted FOR items 1 and 2, and AGAINST item 3, as set forth on the reverse side.

This proxy also provides voting instructions for shares held on the date of the Annual Meeting by Vanguard Fiduciary Trust Company*, as trustee of The Hershey Company Employee Savings Stock Investment and Ownership Plan (“ESSIOP”) or as custodian appointed by Banco Popular de Puerto Rico, trustee of the Hershey Foods Corporation Puerto Rico Employee Savings Stock Investment and Ownership Plan (“PR ESSIOP”), as applicable, and directs Vanguard Fiduciary Trust Company, in its capacity as trustee or custodian, to vote at the Annual Meeting all of the shares of Common Stock of The Hershey Company which are allocated to the undersigned’s account in the ESSIOP or PR ESSIOP, as applicable, in the manner directed on the reverse side of this card. If direction is not given or is received after April 14, 2006, Vanguard Fiduciary Trust Company will vote the undersigned's shares in the ESSIOP or PR ESSIOP, as applicable, in the same proportion, respectively, as the final aggregate vote of the ESSIOP or PR ESSIOP participants actually voting on the matter.

This proxy/voting instruction card is solicited on behalf of the Board of Directors pursuant to a separate Notice of Annual Meeting and Proxy Statement dated March 14, 2006, receipt of which is hereby acknowledged. The shares of Common Stock represented by this proxy shall be entitled to one vote for each such share held. Except with regard to voting separately as a class on the election of Ms. Hill and Mr. Kelly, shares of Common Stock will vote together with shares of Class B Common Stock without regard to class.

THIS PROXY AND VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE.
*Vanguard Fiduciary Trust Company, in its capacity as trustee or custodian, has appointed Automatic Data Processing as agent to tally the vote.

(HERSHEY'S LOGO)
THE HERSHEY COMPANY
C/O MELLON INVESTOR SERVICES
P.O. BOX 3500
SOUTH HACKENSACK, NJ 07606-9200

VOTE BY INTERNET – [www.proxyvote.com]

Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 17, 2006. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE – 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 17, 2006. Have your proxy card in hand when you call and then follow the instructions the Vote Voice provides you.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to The Hershey Company, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	HFCLB1	KEEP THIS PORTION FOR YOUR RECORDS

		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE HERSHEY COMPANY

The Board of Directors recommends a vote FOR the
following actions (as described in the accompanying
Proxy Statement).


Vote On Directors		For All	Withhold All	For All Except	To withhold authority to vote, mark “For All Except” and write the nominee’s number or nominees’ numbers on the line below.
1.	Nominees: 01) J. A. Boscia, 02) R. H. Campbell, 03) R. F. Cavanaugh, 04) G. P. Coughlan, 05) H. Edelman, 06) R. H. Lenny, 07) M. J. McDonald, 08) M. J. Toulantis	0	0	0

Vote On Proposals		For	Against	Abstain
2.	Ratify Appointment of KPMG LLP as Independent Auditors for 2006	0	0	0	The proxies are authorized to vote, in their discretion, for a substitute should any nominee become unavailable for election and upon such other business as may properly come before the meeting.

The Board of Directors recommends a vote AGAINST the following stockholder proposal (as described in the accompanying Proxy Statement), if presented at the Annual Meeting.					Please follow the instructions above to vote by Internet or telephone or mark, sign [exactly as name(s) appears above] and date this card and mail promptly in the postage-paid, return envelope provided. Executors, administrators, trustees, attorneys, guardians, etc., should so indicate when signing.

		For	Against	Abstain
3.	Stockholder proposal regarding cocoa supply report	0	0	0



	Yes	No
Please indicate if you plan to attend this meeting.	0	0

HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household	0	0



Signature [PLEASE SIGN WITHIN BOX]	Date	Signature (Joint Owners)	Date

(HERSHEY'S LOGO)

EXCERPTS ON THIS PAGE:

DEF 14A	Mar 16, 2007

DEF 14A	Mar 14, 2006

Hershey Foods (HSY)

HSY » Topics » STOCKHOLDERS PROXY AND CONFIDENTIAL VOTING INSTRUCTION CARD

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