Hershey Foods (HSY)

Was the Company a participant in any related person transactions in 2006, or does the Company currently contemplate being a participant in any related person transactions in 2007, involving a stockholder owning more than 5% of any class of the Company’s securities?

We engage in certain transactions with Milton Hershey School, the Milton Hershey School Trust and companies owned by the Milton Hershey School Trust. As discussed in the next question,

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many of these transactions are immaterial, ordinary course transactions and are not considered related person transactions. However, from time to time we also engage in certain related person transactions with the Milton Hershey School Trust and its affiliates. These related person transactions are generally of two types:

Our Board has designated the independent members of its Executive Committee as the Reviewing Committee for any transaction with the Milton Hershey School Trust or its affiliates that is not in the ordinary course of our business. Our Corporate Governance Guidelines require us to obtain approval of these transactions in advance from the Reviewing Committee. In 2006, we did not have any transactions that required approval by this Reviewing Committee.

The Board has designated a special subcommittee as the Reviewing Committee for transactions between the Company and the Milton Hershey School Trust or its affiliates relating to our capital stock. Our Corporate Governance Guidelines provide that, under normal circumstances, this special subcommittee, composed of the directors elected by the holders of the Common Stock voting separately as a class, will review and make a recommendation to the Board regarding these transactions. In January and July 2006, our Board followed this procedure to approve the renewal of our agreement with the Milton Hershey School Trust that permits the Milton Hershey School Trust to continue to participate on a proportional basis in our Common Stock repurchase program. The purchase price we paid for the shares was based on a formula applied on a weekly basis. The Milton Hershey School Trust was not required to sell shares to us for any week where this formula price for that week was less than $55 per share. As a result of these agreements, we acquired 689,704 shares of our Common Stock from the Milton Hershey School Trust in 2006 at a total aggregate cost of $38,481,427. This equates to an average price per share of $55.79. This agreement with the Milton Hershey School Trust was not renewed following its expiration on February 2, 2007.