HERSHEY CO
THE COMPANY'S DIRECTORS' COMPENSATION PLAN, AMENDED AND RESTATED
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>11
<FILENAME>dex1010.htm
<DESCRIPTION>THE COMPANY'S DIRECTORS' COMPENSATION PLAN, AMENDED AND RESTATED
<TEXT>
<HTML><HEAD>
<TITLE>The Company's Directors' Compensation Plan, Amended and Restated</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.10 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>THE HERSHEY COMPANY </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>DIRECTORS&#146; COMPENSATION PLAN </B></FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>(Amended and Restated as of December&nbsp;4, 2007) </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">1 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PURPOSE </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">The purposes of the Directors&#146; Compensation Plan (&#147;Plan&#148;) are to provide Directors of The Hershey Company (&#147;Company&#148;) with payment alternatives for the retainer and fees payable for services
as members of the Board of Directors (&#147;Board&#148;) of the Company or as a chair of any committee thereof (together, &#147;Director Fees&#148;), to provide Directors the opportunity to elect to receive all or a portion of the Directors Fees in
Deferred Stock Units (&#147;DSUs&#148;), each representing an obligation of the Company to issue one share of Common Stock of the Company, $1.00 par value per share (&#147;Common Stock&#148;), and to promote the identification of interests between
such Directors and the stockholders of the Company by paying a portion of each Director&#146;s compensation in Restricted Stock Units (&#147;RSUs&#148;), each RSU representing an obligation of the Company to issue one share of Common Stock.
</FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">ELIGIBILITY </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Any Director of the Company who is not an employee of the Company or any of its subsidiaries shall be eligible to participate in the Plan. Except as the
context may otherwise require, references in this Plan to a &#147;Director&#148; shall mean only those directors of the Company who are participants in the Plan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">3 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PAYMENT </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(a) <B>Director Fees.</B> A Director shall be entitled to Director Fees, in such amounts as shall be determined by the Board, for services on the Board and as a chair of any committee of the Board. Pursuant to
Section&nbsp;4 hereof, a Director may elect to have payment of Directors Fees made currently in cash and/or Common Stock or deferred for subsequent payment in cash or Common Stock; provided that if paid currently, fees payable for services as a
chair of any committee of the Board shall be payable only in cash. Any shares of Common Stock payable under this Section&nbsp;3(a) shall be paid by the issuance to the Director of a number of shares of Common Stock equal to the cash amount of the
retainer so payable divided by the Fair Market Value of one share of the Common Stock, as defined in Section&nbsp;12 hereof. Any fractional </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-1- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">share of Common Stock resulting from such payment shall be rounded to the nearest whole share. The Company shall issue share certificates to the Director for
the shares of Common Stock acquired or, if requested in writing by the Director and permitted under such plan, the shares acquired shall be added to the Director&#146;s account under the Company&#146;s Automatic Dividend Reinvestment Plan. As of the
date on which the part or whole of the retainer is payable in shares of Common Stock, the Director shall be a stockholder of the Company with respect to such shares. Unless otherwise elected in Section&nbsp;4, any remaining Director Fees shall be
payable in cash. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B></B>(b) <B>Restricted Stock Units.</B> A Director shall also be entitled to receive RSUs, in such amounts as shall be
determined by the Board, for services on the Board. Beginning January&nbsp;1, 2006 and thereafter, unless otherwise directed by the Board, RSUs having a value of $25,000 (or such other amount as the Board shall from time to time determine) shall be
awarded to each Director on the first day of January, April, July and October. The number of full and fractional RSUs so awarded shall be determined by dividing $25,000 (or such other amount) by the average of the per share closing price of the
Common Stock on the New York Stock Exchange as published in <B>The Wall Street Journal</B> (or such other reliable publication as the Board or its delegates may determine) for the last three trading days of the month preceding the date of the award.
Directors whose membership on the Board commences after January&nbsp;1, 2006 on a day which is not the first day of any January, April, July or October, shall be awarded a pro rata number of RSU&#146;s with respect to the quarter during which the
Director joined the Board equal to the number of RSUs awarded to each Director who was a member of the Board on the first day of the applicable quarter, multiplied by a fraction, the numerator of which equals the number of days remaining in the
quarter after the first day on which such Director became a member of the Board, and the denominator being the total number of days in the quarter. A Restricted Stock Unit Account shall be established on the books of the Company in the name of each
Director. During the period of the Director&#146;s membership on the Board, the Director&#146;s Restricted Stock Unit Account shall be subject to credits, adjustment and substitution to reflect any dividend or other distribution on the outstanding
Common Stock or any split or consolidation or other change affecting the Common Stock. Any such credit, adjustment or substitution shall be made in a manner similar to that set forth in Section&nbsp;6(a) and 6(b) with respect to Deferred Stock
Compensation Accounts. RSUs awarded pursuant to the Plan shall vest upon termination of the Director&#146;s membership on the Board by reason of retirement, death or disability, or such other circumstances as the Board, in its sole discretion, shall
at any time determine (provided that a termination of a Director&#146;s membership on the Board following a Change in Control (as defined in the Company&#146;s Executive Benefits Protection Plan (Group 3A), the &#147;EBPP&#148;) shall be considered
a retirement for this purpose). RSUs not vested upon or within 120 days following the Director&#146;s termination of membership on the Board, as aforesaid, shall be forfeited as of 11:59&nbsp;p.m. (Eastern Time) on the 120th day following such
Director&#146;s termination of membership on the Board, as aforesaid. The balance of the Director&#146;s Restricted Stock Unit Account which becomes vested shall be paid in a lump sum in accordance with Section&nbsp;7. If payment hereunder would
result in the issuance of a fractional share of Common Stock, such fractional share shall not be issued and cash in lieu of such fractional share shall be paid to the Director based upon the average of the per share closing price of the Common Stock
on the New York Stock Exchange as published in <B>The Wall </B></FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-2- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2"><B>Street Journal</B> (or such other reliable publication as the Board or its delegates may determine) for the three trading days immediately preceding the
date of payment. The Company shall issue share certificates to the Director, or the Director&#146;s designated beneficiary, for the shares of Common Stock represented by the Director&#146;s vested RSUs, or if requested in writing by the Director and
permitted under such plan, the shares to be distributed shall be added to the Director&#146;s account under the Company&#146;s Automatic Dividend Reinvestment Plan. As of the date on which the Director is entitled to receive payment of shares of
Common Stock, a Director shall be a stockholder of the Company with respect to such shares. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">ELECTIONS </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <B>Director Fee Payment
Alternatives</B><B><I>.</I></B> A Director may elect any one of the following alternatives with respect to payment of Director Fees: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(1) to receive currently full payment in cash and/or Common Stock, as set forth in Section&nbsp;3(a) above, on the date or dates on which the Director Fees are payable; </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(2) to defer payment of all or a portion of the Director Fees for subsequent payment in cash (a &#147;Cash Deferral Election&#148;);
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(3) to defer payment of all or a portion of the Director Fees for subsequent payment in shares of Common Stock (a
&#147;Stock Deferral Election&#148;); or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(4) a combination of (2)&nbsp;and (3). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <B>Filing and Effectiveness of Elections.</B> The election by a Director to receive payment of Director Fees other than as set forth in
Section&nbsp;4(a)(1) on the date on which the Director Fees are otherwise payable is made by filing with the Secretary of the Company a Notice of Election in the form prescribed by the Company (an &#147;Election&#148;). In order to be effective for
any calendar year, an Election must be received by the Secretary of the Company on or before December&nbsp;31 of the preceding calendar year, except that if a Director files a Notice of Election on or before 30 days subsequent to the Director&#146;s
initial election to the office of Director, the Election shall be effective on the date of filing with respect to Director Fees payable for any portion of the calendar year which remains at the date of such filing. An Election may not be modified or
terminated after the beginning of a calendar year for which it is effective. Unless modified or terminated by filing a new Notice of Election on or before December&nbsp;31 immediately preceding the calendar year for which such modification or
termination is effective, an Election shall be effective for and apply to Director Fees payable for each subsequent calendar year. Director Fees earned at any time for which an Election is not effective shall be paid as set forth in
Section&nbsp;4(a)(1) on the date when the Director Fees are otherwise payable. Any Election shall terminate on the date a Director ceases to be a member of the Board. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-3- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <B>Cash Deferral Elections.</B> Director Fees deferred pursuant to a Cash Deferral Election shall be
deferred and paid as provided in Sections 5 and 7. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <B>Stock Deferral Elections.</B> Director Fees deferred pursuant to a Stock
Deferral Election shall be deferred and paid as provided in Sections 6 and 7. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">DEFERRED CASH COMPENSATION ACCOUNT </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <B>General.</B> The amount of any Director
Fees deferred in accordance with a Cash Deferral Election shall be credited on the date on which such Director Fees are otherwise payable to a deferred cash compensation account maintained by the Company in the name of the Director (a &#147;Deferred
Cash Compensation Account&#148;). A separate Deferred Cash Compensation Account shall be maintained for each calendar year for which a Director has elected a different number of payment installments or as otherwise may be agreed between the Director
and the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <B>Adjustment for Earnings or Losses.</B> The amount in the Director&#146;s Deferred Cash Compensation Account shall
be adjusted to reflect net earnings, gains or losses in accordance with the provisions of The Hershey Company Deferred Compensation Plan relating to Investment Credits and Investment Options. The adjustment for earnings, gains or losses shall be
equal to the amount determined under (1)&nbsp;below as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(1) <B><I>Deemed Investment Options.</I></B> The total
amount determined by multiplying the rate earned (positive or negative) by each fund available (taking into account earnings distributed and share appreciation (gains) or depreciation (losses) on the value of shares of the fund) for the applicable
period by the portion of the balance in the Director&#146;s Deferred Cash Compensation Account as of the end of each such period, respectively, which is deemed to be invested in such fund pursuant to paragraph (2)&nbsp;below. Subject to elimination,
modification or addition by the Board, the funds available for the Director&#146;s election of deemed investments pursuant to paragraph (2)&nbsp;below shall be one or more of the funds available (excluding Common Stock) under the Investment Options
of The Hershey Company Deferred Compensation Plan. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(2) <B><I>Deemed Investment Elections.</I></B> </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(A) The Director shall designate, on a form prescribed by the Company, the percentage of the deferred Director Fees that are to be deemed
to be invested in the available funds under paragraph (1)&nbsp;above. Said designation shall be effective on a date specified therein and remain in effect and apply to all subsequent deferred Director Fees until changed as provided below.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(B) A Director may elect to change, on a calendar year basis (or on such other basis as permitted from time to time by the
Board), the deemed investment </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-4- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%">
<FONT FACE="Times New Roman" SIZE="2">election under paragraph (A)&nbsp;above with respect to future deferred Director Fees among one or more of the options then available by written notice to
the Secretary of the Company, on a form prescribed by the Company (or by voice or other form of notice permitted by the Company), at least ten days before the first day of the calendar year for which the change is to be effective, with such change
to be effective for Director Fees credited to the Deferred Cash Compensation Account on and after the effective date of the change. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(C) A Director may elect to reallocate the balance of his Deferred Cash Compensation Account, subject to limitations imposed by the Board, on a calendar year basis, among the deemed investment options then available. A Director may make
such an election by written notice to the Secretary of the Company, on a form prescribed by the Company (or by voice or other form of notice permitted by the Company), at least ten days before the first day of the calendar year for which the
transfer election is to be effective, with such transfer to be based on the value of the Deferred Cash Compensation Account on the last day of the calendar year preceding the effective date of the transfer election. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(D) The election of deemed investments among the options provided above shall be the sole responsibility of each Director. The Company and
Board members are not authorized to make any recommendation to any Director with respect to such election. Each Director assumes all risk connected with any adjustment to the value of his Deferred Cash Compensation Account. Neither the Board nor the
Company in any way guarantees against loss or depreciation. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(E) All payments from the Plan shall be made pro-rata from the
portion of the Director&#146;s Deferred Cash Compensation Account which is deemed to be invested in such funds as may be available from time to time for deemed investment elections under the Plan. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(F) The Company shall not be required or obligated to invest any amounts in the funds provided as deemed investment options, and such
funds shall be used solely to measure investment performance. Further, the Company shall not be precluded from providing for its liabilities hereunder by investing in such funds or in any other investments deemed to be appropriate by the Board.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <B>Manner of Payment.</B> The balance of a Director&#146;s Deferred Cash Compensation Account will be paid to the Director or, in the
event of the Director&#146;s death, to the Director&#146;s designated beneficiary, in accordance with the Cash Deferral Election. A Director may elect at the time of filing the Notice of Election for a Cash Deferral Election to receive payment of
the Director Fees in annual installments rather than a lump sum, provided that the payment period for installment payments shall not exceed fifteen years following the Payment Commencement Date, as described in Section&nbsp;7 hereof. The amount of
any installment shall be determined by multiplying (i)&nbsp;the balance in the Director&#146;s Deferred Cash Compensation Account on the date of such installment by (ii)&nbsp;a fraction, the numerator of which is one and the denominator of which is
the number of remaining unpaid installments (including the </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-5- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">installment payment then being determined). The balance of the Deferred Cash Compensation Account shall be appropriately reduced on the date of payment to
the Director or the Director&#146;s designated beneficiary to reflect the installment payment made hereunder. Amounts held pending distribution pursuant to this Section&nbsp;5(c) shall continue to be credited with the earnings, gains or losses as
described in Section&nbsp;5(b) hereof. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">DEFERRED STOCK COMPENSATION ACCOUNT </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <B>General.</B> The amount of any Director Fees deferred in
accordance with a Stock Deferral Election shall be credited to a deferred stock compensation account maintained by the Company in the name of the Director (a &#147;Deferred Stock Compensation Account&#148;). A separate Deferred Stock Compensation
Account shall be maintained for each calendar year for which a Director has elected a different number of payment installments or as otherwise determined by the Board. On each date on which Director Fees are otherwise payable and a Stock Deferral
Election is effective for a Director, the Director&#146;s Deferred Stock Compensation Account for that calendar year shall be credited with a number of full and fractional Deferred Stock Units (&#147;DSUs&#148;) equal to the cash amount of the
Director Fees payable divided by the Fair Market Value of one share of the Common Stock, as defined in Section&nbsp;12 hereof, on the date on which such Director Fees are payable. If a dividend or distribution is paid on the Common Stock in cash or
property other than Common Stock, on the date of payment of the dividend or distribution to holders of the Common Stock each Deferred Stock Compensation Account shall be credited with a number of full and fractional DSUs equal to the number of full
and fractional DSUs credited to such Account on the date fixed for determining the stockholders entitled to receive such dividend or distribution times the amount of the dividend or distribution paid per share of Common Stock divided by the Fair
Market Value of one share of Common Stock, as defined in Section&nbsp;12 hereof, on the date on which the dividend or distribution is paid, it being intended that the number of full and fractional DSUs credited as a result of the dividend or
distribution shall be equal to the number of full and fractional shares that would be issued if the DSUs credited to the Account were actual shares participating in the Company&#146;s dividend reinvestment plan. If the dividend or distribution is
paid in property, the amount of the dividend or distribution shall equal the fair market value of the property on the date on which the dividend or distribution is paid. The Deferred Stock Compensation Account of a Director shall be charged on the
date of distribution with any distribution of shares of Common Stock made to the Director from such Account pursuant to Section&nbsp;6(c) hereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(b) <B>Adjustment and Substitution.</B> The number of DSUs credited to each Deferred Stock Compensation Account shall be proportionately adjusted to reflect any dividend or other distribution on the outstanding Common Stock payable in
shares of Common Stock or any split or consolidation of the outstanding shares of Common Stock. If the outstanding Common Stock shall, in whole or in part, be changed into or exchangeable for a different class or classes of securities of the Company
or securities of another Company or cash or property other than Common Stock, whether through reorganization, reclassification, recapitalization, merger, consolidation or otherwise, the Board shall adopt such amendments to the Plan as it deems
necessary to carry out the purposes of the Plan, including the continuing deferral of any amount of any Deferred Stock Compensation Account. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-6- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <B>Manner of Payment.</B> The balance of a Director&#146;s Deferred Stock Compensation Account will
be paid in shares of Common Stock to the Director or, in the event of the Director&#146;s death, to the Director&#146;s designated beneficiary, in accordance with the Stock Deferral Election. A Director may elect at the time of filing of the Notice
of Election for a Stock Deferral Election to receive payment of the shares of Common Stock credited to the Director&#146;s Deferred Stock Compensation Account in annual installments rather than a lump sum, provided that the payment period for
installment payments shall not exceed fifteen years following the Payment Commencement Date as described in Section&nbsp;7 hereof. The number of shares of Common Stock distributed in each installment shall be determined by multiplying (i)&nbsp;the
number of DSUs credited to such Director&#146;s Deferred Stock Compensation Account on the date of payment of such installment, by (ii)&nbsp;a fraction, the numerator of which is one and the denominator of which is the number of remaining unpaid
installments (including the installment payment then being determined) and by rounding such result down to the nearest whole number of shares. The balance of the number of DSUs credited to such Director&#146;s Deferred Stock Compensation Account
shall be appropriately reduced in accordance with this Section&nbsp;6(c) to reflect the installment payments made hereunder. DSUs remaining in a Deferred Stock Compensation Account pending distribution of shares of Common Stock pursuant to this
Section&nbsp;6(c) shall continue to be credited with respect to dividends or distributions paid on the Common Stock pursuant to Section&nbsp;6(a) hereof and shall be subject to adjustment pursuant to Section&nbsp;6(b) hereof. If a lump sum payment
or the final installment payment hereunder would result in the issuance of a fractional share of Common Stock, such fractional share shall not be issued and cash in lieu of such fractional share shall be paid to the Director based on the Fair Market
Value of a share of Common Stock, as defined in Section&nbsp;12 hereof, on the date immediately preceding the date of such payment. The Company shall issue share certificates to the Director, or the Director&#146;s designated beneficiary, for the
shares of Common Stock distributed hereunder, or if requested in writing by the Director and permitted under such plan, the shares to be distributed shall be added to the Director&#146;s account under the Company&#146;s Automatic Dividend
Reinvestment Plan. As of the date on which the Director is entitled to receive payment of shares of Common Stock, a Director shall be a stockholder of the Company with respect to such shares. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">7 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">PAYMENT COMMENCEMENT DATE </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%;padding-bottom:3px;line-Height:95%; vertical-align:top"><FONT FACE="Times New Roman" SIZE="2">Payment of amounts in a Restricted Stock Unit Account (if vested), Deferred Cash Compensation
Account or a Deferred Stock Compensation Account shall commence on the first business day next succeeding the 89<FONT FACE="Times New Roman" SIZE="1"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2"> day following the day on which the
Director ceases to be a member of the Board for any reason, including death or disability. The Governance Committee of the Board may provide for the accelerated payment of Deferred Cash Compensation Accounts and Deferred Stock Compensation Accounts
in one lump sum in connection with a change in control event within the meaning of the regulations promulgated under Code Section&nbsp;409A, notwithstanding any other payment options previously selected by a Director under his or her Cash Deferral
Elections and Stock Deferral Elections. </FONT></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-7- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2">BENEFICIARY DESIGNATION </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">A Director may designate, in the Beneficiary Designation form prescribed by the Company, any person to
whom payments of cash or shares of Common Stock are to be made if the Director dies before receiving payment of all amounts due hereunder. A beneficiary designation will be effective only after the signed beneficiary designation form is filed with
the Secretary of the Company while the Director is alive and will cancel all beneficiary designations signed and filed earlier. If the Director fails to designate a beneficiary, or if all designated beneficiaries of the Director die before the
Director or before complete payment of all amounts due hereunder, any remaining unpaid amounts shall be paid in one lump sum to the estate of the last to die of the Director or the Director&#146;s designated beneficiaries, if any. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">NON-ALIENABILITY OF BENEFITS </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Neither the Director nor any beneficiary designated by the Director shall have the right to, directly or indirectly, alienate, assign, transfer,
pledge, anticipate or encumber (except by reason of death) any amount that is or may be payable hereunder, nor shall any such amount be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment
by creditors of the Director or the Director&#146;s designated beneficiary or to the debts, contracts, liabilities, engagements, or torts of any Director or designated beneficiary, or transfer by operation of law in the event of bankruptcy or
insolvency of the Director or any beneficiary, or any legal process. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">NATURE OF ACCOUNTS </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Any Restricted Stock Unit Account, Deferred Cash Compensation
Account or Deferred Stock Compensation Account shall be established and maintained only on the books and records of the Company, and no assets or funds of the Company or the Plan or shares of Common Stock of the Company shall be removed from the
claims of the Company&#146;s general or judgment creditors or otherwise made available until such amounts are actually payable to Directors or their designated beneficiaries as provided herein. The Plan constitutes a mere promise by the Company to
make payments in the future. The Directors and their designated beneficiaries shall have the status of, and their rights to receive a payment of cash or shares of Common Stock </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-8- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">under the Plan shall be no greater than the rights of, general unsecured creditors of the Company. No person shall be entitled to any voting rights with
respect to shares credited to any RSU or Deferred Stock Compensation Account which is not yet payable to a Director or the Director&#146;s designated beneficiary. The Company shall not be obligated under any circumstance to fund its financial
obligations under the Plan, and the Plan is intended to constitute an unfunded plan for tax purposes. However, the Company may, in its discretion, set aside funds in a trust or other vehicle, subject to the claims of its creditors, in order to
assist it in meeting its obligations under the Plan, if such arrangement will not cause the Plan to be considered a funded deferred compensation plan under the Internal Revenue Code of 1986, as amended. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">11 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">ADMINISTRATION OF PLAN; HARDSHIP
WITHDRAWAL </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Full power and authority to construe, interpret, and administer the Plan shall be vested in the Board. Decisions of the Board
shall be final, conclusive, and binding upon all parties. Notwithstanding the terms of a Cash Deferral Election or a Stock Deferral Election made by a Director hereunder, the Board may, in its sole discretion, permit the withdrawal of amounts
credited to a Deferred Cash Compensation Account or shares credited to a Deferred Stock Compensation Account with respect to Director Fees previously payable, or permit the early vesting and payment of RSUs previously awarded, upon the request of a
Director or the Director&#146;s representative, or following the death of a Director upon the request of a Director&#146;s beneficiary or such beneficiary&#146;s representative, if the Board determines that the Director or the Director&#146;s
beneficiary, as the case may be, is confronted with an unforeseeable emergency. An unforeseeable emergency is a severe financial hardship to the Director resulting from illness or accident of the Director, the Director&#146;s spouse, beneficiary or
dependent, loss of the Director&#146;s property due to casualty or similar extraordinary and unforeseeable circumstances beyond the Director&#146;s control, which hardship cannot be relieved through insurance, cessation of deferrals under the Plan
or liquidation of assets that would not cause a severe financial hardship. Cash needs arising from foreseeable events, such as the purchase or building of a house or education expenses, will not be considered to be the result of an unforeseeable
financial emergency. The Director or the Director&#146;s beneficiary shall provide to the Board such evidence as the Board, in its discretion, may require to demonstrate that such emergency exists and financial hardship would occur if the withdrawal
were not permitted. The withdrawal shall be limited to the amount or to the number of shares, as the case may be, necessary to meet the emergency. Payment shall be made as soon as practicable after the Board approves the payment and determines the
amount of the payment or number of shares which shall be withdrawn. In the case of a hardship withdrawal from the Deferred Cash Compensation Account or Deferred Stock Compensation Account, payment shall be made in a single lump sum from the portion
of the Deferred Cash Compensation Account or Deferred Stock Compensation Account, as applicable, with the largest number and in reverse order of installment payments, in each case in accordance with Section&nbsp;5(b)(2)(E) if the distribution is
from the Deferred Cash Compensation Account. No Director shall participate in any decision of the Board regarding such Director&#146;s request for a withdrawal under this Section&nbsp;11. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-9- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">12 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2">FAIR MARKET VALUE </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Fair Market Value of the Common Stock (&#147;Fair Market Value&#148;) on a single date shall be the closing
price on the applicable date (or if not a trading date, the next preceding trading date), and Fair Market Value, where the determination is made over a period of more than one day, shall be the average of the closing price for all trading dates for
the applicable period covered by a payment. For purposes of Section&nbsp;3(a) and 6(a) hereof, the applicable period for a quarterly Directors Fees payment or credit shall be the three calendar months immediately preceding the calendar month during
which the day on which the payment or credit is being made, and the applicable period for a Directors Fees payment relating to a period other than a quarter shall be determined under similar principles. The closing price of the Common Stock for a
single date or for each day within the applicable period shall be as quoted in <B>The Wall Street Journal</B> (or in such other reliable publication as the Board or its delegate, in its discretion, may determine to rely upon). </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">13 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">SECURITIES LAWS; ISSUANCE OF SHARES;
NONCERTIFICATED SHARES </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The obligation of the Company to issue or credit shares of Common Stock under the Plan shall be subject to
(i)&nbsp;the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Company, (ii)&nbsp;the condition that the shares shall have been
listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock shares may then be listed and (iii)&nbsp;all other applicable laws, regulations, rules and orders which may then be in
effect. If, on the date on which any shares of Common Stock would be issued sufficient shares of Common Stock are not available under the Plan or the Company is not obligated to issue shares pursuant to this Section&nbsp;13, then no shares of Common
Stock shall be issued but rather, in the case of Common Stock to be issued currently, cash shall be paid in payment of the Director Fees payable. The Board shall adopt appropriate rules and regulations to carry out the intent of the immediately
preceding sentence if the need for such rules and regulations arises. To the extent the Plan provides for issuance of share certificates to reflect the transfer of shares of Common Stock, the transfer of such shares may be effected on a
noncertificated or &#147;book-entry&#148; basis. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-10- </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">14 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2">GOVERNING LAW </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The provisions of this Plan shall be interpreted and construed in accordance with the laws of the State of
Delaware. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">15 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">EFFECTIVE DATE;
AMENDMENT AND TERMINATION </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Plan was adopted by the Board on December&nbsp;4, 1996, and became effective as of January&nbsp;1, 1997. The
Plan was previously amended and restated effective October&nbsp;2, 2001 and December&nbsp;3, 2002. The Plan, as amended and restated herein, shall be effective as of June&nbsp;14, 2007. The Board may amend or terminate the Plan at any time, provided
that no such amendment or termination shall adversely affect rights with respect to amounts or shares then credited to any Deferred Cash Compensation Account or Deferred Stock Compensation Account. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">16 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">AUTHORIZED SHARES; DESIGNATION AS AWARD
UNDER EQUITY AND </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">INCENTIVE COMPENSATION PLAN </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">Shares issued hereunder with respect to RSUs and DSUs credited prior to April&nbsp;17, 2007 shall be deemed issued as part of the aggregate of 300,000 (reflecting prior stock splits and stock dividends and as shall be
adjusted and subject to adjustment to reflect future stock splits and stock dividends) shares of Common Stock previously authorized for issuance hereunder. Effective as of April&nbsp;17, 2007, the crediting of RSUs and the ability to make elections
to receive Directors Fees in shares of Common Stock or to defer payment of Directors Fees and have such fees credited as DSUs shall constitute a non-employee directors award under The Hershey Company Equity and Incentive Compensation Plan (the
&#147;EICP&#148;). This Plan and the related Notice of Election and other documents contemplated hereunder shall constitute the award agreement for purposes of the EICP and shares of Common Stock issued with respect to such RSUs, Directors Fees or
DSUs shall be deemed issued from the shares authorized for issuance under the EICP. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="7%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>THE HERSHEY COMPANY</B></FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2"><I>/s/ Marcella K. Arline</I></FONT></P></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Marcella K. Arline, Senior Vice President,</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Chief People Officer</FONT></P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-11- </FONT></P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
