HERSHEY FOODS CORP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN-AMENDED
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>serpplan.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN-AMENDED
<TEXT>

                                                                      Exhibit 10

                            HERSHEY FOODS CORPORATION

                           AMENDED AND RESTATED (2003)
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



         1.    PURPOSE OF PLAN. The purpose of the Amended and Restated (2003)
Supplemental Executive Retirement Plan, effective as of March 1, 2003,
(hereinafter called the "Plan") is to obtain for Hershey Foods Corporation
(hereinafter called the "Corporation") all of the benefits which flow from
maintaining a strong management team by providing to executive and upper level
management employees the means to continue their attained standard of living
during retirement and by offering benefits that will assist in attracting
executive and upper level management employees of outstanding ability. The Plan
constitutes an amendment, restatement and continuation of the prior plan which
was most recently restated as of August 19, 2002.

               To the extent provided by law, the benefits provided hereunder
with respect to any Participant who retired or whose employment with the
Corporation terminated prior to March 1, 2003, will, except as otherwise
specifically provided for herein, be governed in all respects by the terms of
the plan document then in effect on the date of the Participant's retirement or
other termination of employment.

         2.    DEFINITIONS.  The  following  words and  phrases  as used in the
Plan shall have the following  meanings,  unless a different  meaning is plainly
required by the context:

               a. "Cause" means, as determined by the Committee in its
reasonable discretion, the willful engaging by an employee of the Corporation in
illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Corporation, including, without limitation, illegal conduct or
gross misconduct that causes, or has the potential to cause, material financial
or reputational injury to the Corporation.

               For purposes of this definition, no act or failure to act, on
the part of an employee of the Corporation, shall be considered "willful" unless
it is done, or omitted to be done, by the employee in bad faith and without
reasonable belief that the employee's action or omission was in the best
interest of the Corporation. Any act or failure to act, based upon prior
approval given by the Board or upon the instruction or with the approval of the
Chief Executive Officer or the employee's superior or based upon the advice of
counsel for the Corporation shall be conclusively presumed to be done, or
omitted to be done, by the employee in good faith and in the best interest of
the Corporation.

               b. "Committee" means the Compensation and Executive
Organization Committee of the Board of Directors of the Corporation (the
"Board") or other such person, persons or committees as the Board may prescribe
from time to time.
<PAGE>


               Effective as of October 2, 2001, Committee shall also mean the
Employee Benefits Committee of the Corporation, to which the Board has delegated
certain duties with respect to the administration of the Corporation's employee
benefit plans, or any successor committee as designated by the Board.

               c. "Deferred Retirement Date" means the first day of the month
following an employee's termination of employment with the Corporation provided
such termination occurs after his Normal Retirement Date.

               d. "Disability" or "Disabled", for purposes of this Plan,
shall have the same meaning as provided in Section 1.16 of the Retirement Plan,
as such section may be amended from time to time.

               e. "Early Retirement Date" means the first day of any month
following an employee's termination of employment with the Corporation which is
coincident with or following his fifty-fifth (55th) birthday and prior to his
Normal Retirement Date.

               f. "Final Average Compensation" means the sum of (1) the
highest annual average of a Vested Participant's basic salary paid or accrued
over any thirty-six (36) consecutive month period during his last ten (10) years
of employment with the Corporation and (2) the highest annual average of his
annual awards under the Annual Incentive Program (hereinafter called the "AIP")
of the Corporation's Key Employee Incentive Plan ("KEIP") paid or accrued over
any five (5) consecutive calendar years during his last ten (10) years of
employment with the Corporation. If a Vested Participant dies, retires, or
suffers a Disability or if a Participant suffers a Disability during a calendar
year and only a partial AIP award is made for that year, for purposes of the
Plan, his AIP award for such year will be considered to equal the award actually
made divided by the fraction of such year that he was employed by the
Corporation prior to his death, retirement or Disability. If a Vested
Participant otherwise terminates employment with the Corporation during a
calendar year, his AIP award for that year for purposes of the Plan will be
considered to be zero (0), regardless of whether any AIP award is actually made
for that year.

               g. "GATT Interest Rate" means, for purposes of this Plan, for
any specific month, the "applicable interest rate" as specified by the
Commissioner of the Internal Revenue Service in Section 417(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code") (as such applicable
interest rate is modified from time to time in revenue rulings, notices or other
guidance, published in the Internal Revenue Service Bulletin), decreased by the
percentage applicable to such month as set forth on Schedule I attached hereto.

               h. "Lump Sum Interest Rate" means, as of any specific date,
the sum of one-twelfth (1/12th) of each GATT Interest Rate for the twelve (12)
consecutive months beginning with the thirteenth (13th) month preceding the
month during which such date occurs.

               i. "Normal Retirement Date" means, for the purposes of this
Plan, the first day of the month nearest an employee's sixty-fifth (65th)
birthday, except that if his birthday is equally near the first of two (2)
calendar months, the first day of the month prior to his sixty-fifth

<PAGE>

(65th) birthday shall be his Normal Retirement Date.

               j. "PBGC Interest Rate" means, for any specific month, the
interest rate used by the Pension Benefit Guaranty Corporation for such month
for purposes of valuing immediate annuities for terminating single employer
plans with insufficient assets to pay guaranteed benefits.

               k. "Participant" means, as of any specific date, an employee
of the Corporation who, as of such date, is a participant in the performance
share unit portion of the KEIP or who, as of such date, is not then but had been
a participant in the performance share unit portion of the KEIP for at least
five (5) of his last ten (10) years of employment with the Corporation.

               l. "Retirement Plan" means the Corporation's Retirement Plan,
As Amended and Restated Effective as of January 1, 1997, as in effect from time
to time and any successor plan thereto.

               m. "Vested Participant" means, as of any specific date, a
Participant who, as of such date, satisfies each eligibility requirement set
forth in the first sentence of Section 3 of the Plan or any prior version of the
Plan.

               n. "Years of Service", for purposes of this Plan, shall have
the same meaning as provided in Section 1.59 of the Retirement Plan, as such
section may be amended from time to time.

         3.    ELIGIBILITY. An employee of the Corporation will be eligible to
receive a benefit pursuant to Section 4 of the Plan if, at the time of his
termination of employment with the Corporation, such employee (i) is at least
fifty-five (55) years of age, (ii) has ten (10) Years of Service, and (iii) has
participated in the performance share unit portion of the KEIP for at least five
(5) of his last ten (10) years of employment with the Corporation. No employee
of the Corporation, regardless of whether he satisfies all the eligibility
requirements to be a Vested Participant, shall be entitled to receive any
benefits under the Plan if his employment with the Corporation is terminated for
Cause. Notwithstanding the above, an employee whose employment is terminated
with the Corporation prior to his Normal Retirement Date for reason of
Disability will be treated as provided for in Section 4.c.

         4.    RETIREMENT BENEFITS.

               a.  Normal Retirement Benefit. An employee who qualifies as a
Vested Participant on the date of his termination of employment with the
Corporation, and who retires (or whose employment is otherwise terminated, other
than for Cause) on or after his Normal Retirement Date shall be entitled under
the Plan to receive a normal retirement benefit which shall be an annual
benefit, payable in monthly installments, equal to:

<PAGE>

                 (1)  the product of three and  two-thirds  percent (3 2/3%) of
          his Final Average  Compensation and his Years of Service not in excess
          of fifteen (15) Years of Service;

                 reduced by:

                 (2)  one hundred percent (100%) of the Vested
         Participant's retirement benefit under the Retirement Plan and any
         other tax-qualified defined benefit pension plan maintained by the
         Corporation or any affiliate thereof, payable as a life annuity
         commencing at his Normal Retirement Date or his Deferred Retirement
         Date if he retires after his Normal Retirement Date, regardless of
         whether such benefit payment is in that form or begins at that time;
         and

                 (3)  one hundred percent (100%) of the primary social
         security benefit to which the Vested Participant would be entitled on
         his Normal Retirement Date or his Deferred Retirement Date if he
         retires after his Normal Retirement Date regardless of whether he
         receives any portion of such primary Social Security benefit on such
         date.

               Payment of such benefit shall commence on his Normal
Retirement Date if he retires (or otherwise has his employment terminated, other
than for Cause) on such date and on his Deferred Retirement Date if he retires
(or otherwise has his employment terminated, other than for Cause) after his
Normal Retirement Date.

               b. Early Retirement Benefit. An employee who qualifies as a
Vested Participant on the date of his termination of employment with the
Corporation, and who retires (or whose employment is otherwise terminated, other
than for Cause) on or after his Early Retirement Date and prior to his Normal
Retirement Date shall be entitled under the Plan to receive an early retirement
benefit which shall be an annual benefit payable in monthly installments, equal
to:

                 (1)  the product of three and two-thirds percent (3
         2/3%) of his Final Average Compensation and his Years of Service not in
         excess of fifteen (15) Years of Service reduced by the sum of (2), (3)
         and (4), where (2), (3) and (4) equal:

                 (2)  one hundred percent (100%) of his retirement
         benefit under the Retirement Plan and any other tax-qualified defined
         benefit pension plan maintained by the Corporation or any affiliate
         thereof, payable as a life annuity commencing at his Early Retirement
         Date or the first date thereafter on which such benefits would be
         payable if they are not payable on his Early Retirement Date regardless
         of whether such benefit payment is in that form or begins at that time;

                 (3)  one hundred percent (100%) of the primary Social
         Security benefit to which the Vested Participant would be entitled on
         his Early Retirement Date or the first date thereafter on which such
         benefits would be payable if they are not payable on his Early
         Retirement Date regardless of whether he receives any portion of such
         primary Social Security benefit on such date; and
<PAGE>

                 (4)  the product of (A) the difference between (1) and
         the sum of (2) and (3), (B) five-twelfths of a percent (5/12%), and (C)
         the number of complete calendar months by which the Vested
         Participant's date of termination of employment precedes his sixtieth
         (60th) birthday.

               Payment of such benefit shall commence on the first day of the
month coincident with the Vested Participant's retirement or other termination
of employment, other than for Cause.

               c. Disability Retirement Benefit. If an employee who is an
active participant in the performance share unit portion of the KEIP suffers a
Disability prior to his Normal Retirement Date and while employed by the
Corporation, the period of his Disability will be recognized as Years of Service
and as years of participation in the performance share unit portion of the KEIP
under the Plan. If such Disability continues to his Normal Retirement Date, for
purposes of the Plan, he will retire on that date and will be entitled to a
normal retirement benefit calculated in accordance with Section 4.a. commencing
on that date. In calculating the benefit under Section 4.a., the Participant's
Final Average Compensation shall be equal to his annual base compensation
immediately prior to his Disability plus the average of his AIP earned during
the three (3) years immediately prior to the commencement of his Disability.

               d. Pre-Retirement Death Benefit. If a Participant dies before
his employment by the Corporation terminates and qualifies as a Vested
Participant on his date of death, his designated beneficiary(ies), or his estate
if he has not designated any beneficiary or beneficiaries in accordance with
procedures established by the Committee, shall receive within ten (10) days of
the Vested Participant's death a death benefit equal to the lump sum present
value of one hundred percent (100%) of the retirement benefit that would have
been payable to the Vested Participant under Sections 4.a. or 4.b. (including
the spousal survivor benefit payable pursuant to Section 4.e. with respect to
any Vested Participant survived by a spouse) if he had retired on the date of
his death. The lump sum present value of the retirement benefit shall be
calculated using: (x) for each Vested Participant who was a Vested Participant
on January 1, 1998, (i) the 83 GAM mortality tables; and (ii) an interest rate
equal to the sum of one-twelfth (1/12th) of each PBGC Interest Rate for the
twelve (12) months immediately preceding the date of the Vested Participant's
death; and (y) for each Vested Participant who first became a Vested Participant
after January 1, 1998, (i) the prevailing commissioner's standard mortality
table (described in Section 807(d)(5)(A) of the Internal Revenue Code of 1986,
as amended from time to time) used to determine reserves for group annuity
contracts issued on the date of the Vested Participant's death (without regard
to any other subparagraph for such Section 807(d)(5)) that is prescribed by the
Commissioner of the Internal Revenue Service in revenue rulings, notices, or
other guidance published in the Internal Revenue Bulletin; and (ii) an interest
rate equal to the Lump Sum Interest Rate as of the date of the Vested
Participant's death. Notwithstanding anything in this paragraph to the contrary,
the lump sum cash value of the benefit described in this Section 4.d. with
respect to each Vested Participant who (A) was a Vested Participant as of
January 1, 1998 and (B) whose employment with the Corporation terminated due to
his or her death on or after January 1,

<PAGE>
2002,  shall be equal to the  greater of the value of the lump sum cash  payment
calculated pursuant to the rates and factors set forth in subsections (x) or (y)
of this paragraph.

               e. Post-Retirement Death Benefit. If a Vested Participant who
is receiving monthly retirement benefits under this Plan following his
termination of employment by the Corporation dies, his surviving spouse, if he
is survived by a spouse, shall be entitled to receive a death benefit which
shall be a monthly payment for the spouse's life, beginning on the first day of
the month following the Vested Participant's death, equal to:

                 (1)  fifty  percent  (50%) of the  monthly  retirement  benefit
         to which the Vested  Participant  was entitled under the Plan prior to
         his death;

                  reduced by:

                 (2)  the monthly annuity value of any life insurance
         provided by the Corporation or any affiliate thereof for retired
         employees that is in excess of post-retirement group term life
         insurance regularly provided by the Corporation or any affiliate
         thereof.

         5.    ADMINISTRATION OF THE PLAN. The Committee is charged with the
administration of the Plan. It shall have full power and authority to construe
and interpret the Plan. Its decisions shall be final, conclusive and binding on
all parties. Subject to Section 10 of this Plan, the Committee shall also have
the power, in its sole discretion, at any time (i) to waive, in whole or in
part, application of any of the eligibility requirements of Section 3 or of the
benefit reduction factors in Sections 4.a. and 4.b. and (ii) to determine the
timing and form of payment of any benefit under the Plan, in the case of any
individual Participant, Vested Participant or other employee of the Corporation
who has participated in the performance share unit portion of the KEIP.

         6.    OPTIONAL FORMS OF PAYMENT. In lieu of the monthly retirement
benefit (including the spousal survivor benefit payable pursuant to Section 4.e.
hereof) payable pursuant to Section 4.a. or 4.b. hereof to a Vested  Participant
(and his surviving  spouse) who retires (or whose employment is terminated other
than  for  Cause)  after  August  2,  1994  (such  benefit  payable  to a Vested
Participant  and/or his surviving  spouse is herein  referred to for purposes of
this Section 6 as the "Applicable Retirement Benefit"),  such Vested Participant
may elect to receive the following form of benefit payment:

               A lump sum cash payment, payable to the Vested Participant
within ten (10) days after the Vested Participant's date of retirement (or the
Vested Participant's date of termination of employment other than for Cause),
equal to the actuarial present value of the Applicable Retirement Benefit,
calculated using: (x) for each Vested Participant who was a Vested Participant
on January 1, 1998, (i) the 83 GAM mortality tables; and (ii) an interest rate
equal to one-twelfth (1/12th) of each PBGC Interest Rate for the twelve (12)
months immediately preceding the date of the Vested Participant's retirement (or
the Vested Participant's date of termination of employment other than for
Cause), calculated in accordance with the Corporation's practices for
determining retirement benefits; and (y) for

<PAGE>

each Vested  Participant who first became a Vested  Participant after January 1,
1998 (i) the prevailing  commissioner's  standard  mortality table (described in
Section  807(d)(5)(A) of the Internal Revenue Code of 1986, as amended from time
to time) used to determine  reserves for group annuity  contracts  issued on the
date of the Vested Participant's retirement (or the Vested Participant's date of
termination  of employment  other than for Cause)  (without  regard to any other
subparagraph of such Section  807(d)(5)) that is prescribed by the  Commissioner
of the Internal Revenue Service in revenue rulings,  notices,  or other guidance
published in the Internal Revenue  Bulletin;  and (ii) an interest rate equal to
the  Lump  Sum  Interest  Rate  as of  the  date  of  the  Vested  Participant's
retirement. Notwithstanding anything in this paragraph to the contrary, the lump
sum cash value of the Applicable  Retirement Benefit for each Vested Participant
who (A) was a Vested  Participant as of January 1, 1998 and (B) whose employment
with the Corporation  terminated on or after January 1, 2002,  shall be equal to
the greater of the value of the lump sum cash payment calculated pursuant to the
rates and factors set forth in subsections (x) or (y) of this paragraph.

               Any such election must be made by those Participants
designated by the Committee from time to time at least two (2) years and by all
other Participants at least one (1) year prior to the date that the Applicable
Retirement Benefit payments would otherwise become payable.

         7.    PAYMENT UPON CHANGE IN CONTROL

               a. Any former employee or the surviving spouse of an employee
or former employee who is receiving a benefit under Sections 4.a., 4.b., 4.d. or
4.e. hereof (or pursuant to the terms of any version of this Plan) at the time
of a Change in Control (collectively or individually, "SERP Recipient") shall
receive, in lieu of the future monthly retirement benefit (including the spousal
survivor benefit in the case of a benefit under Section 4.a. or 4.b.) to which
he is entitled (such future benefit payable to the SERP Recipient is herein
referred to for purposes of this Section 7.a. as the "Future Retirement
Benefit"), a lump sum cash payment, payable to the SERP Recipient, as
applicable, within ten (10) days after a Change in Control (or such later date
that is forty-five (45) days after the notice required by the following
provisions of this Section 7.a. is provided to the applicable SERP Recipient),
equal to the actuarial present value of his Future Retirement Benefit,
calculated using: (x) for each SERP Recipient who was (or whose benefit is
applicable to a Vested Participant who was) a Vested Participant on January 1,
1998, (i) the 83 GAM mortality tables; and (ii) an interest rate equal to the
PBGC Interest Rate as of the date of the Change in Control; and (y) for each
SERP Recipient who first became (or whose benefit is the result of a Vested
Participant who first became) a Vested Participant after January 1, 1998, (i)
the prevailing commissioner's standard mortality table (described in Section
807(d)(5)(A) of the Internal Revenue Code of 1986, as amended from time to time)
used to determine reserves for group annuity contracts issued on the date of the
Change in Control (without regard to any other subparagraph for such Section
807(d)(5)) that is prescribed by the Commissioner of the Internal Revenue
Service in revenue rulings, notices, or other guidance published in the Internal
Revenue Bulletin; and (ii) an interest rate equal to the Lump Sum Interest Rate
as of the date of the Change in Control. Notwithstanding anything in this
paragraph to the contrary, the lump sum cash value of the benefit described in
this Section 7.a. for each SERP Recipient who was, or whose

<PAGE>

benefit is applicable to a Vested  Participant who (A) was a Vested  Participant
as of January 1, 1998 and (B) whose  employment with the Corporation  terminated
on or after  January 1, 2002,  shall be equal to the greater of the value of the
lump sum cash payment calculated  pursuant to the rates and factors set forth in
subsections (x) or (y) of this paragraph.

               Notwithstanding the foregoing, the provisions of this Section
7.a. shall not apply with respect to a SERP Recipient unless such SERP Recipient
consents to the application of this Section 7.a. within thirty (30) days after
the date the SERP Recipient receives written notice of the terms of this Section
7.a., as provided for by the following sentences. The Corporation shall provide
each SERP Recipient with a written notice of the terms of this Section 7.a. and
the consent requirement contained herein not later than five (5) days after the
earliest of (y) the date that the Corporation provides notice to its
stockholders that a vote on a transaction which, if consummated, would
constitute a Change in Control will be submitted to the Corporation's
stockholders for approval, or (z) the occurrence of a Change in Control.

              b. For purposes of Sections 7 and 10, a "Change in Control" means:

                 (1)  Individuals who, on June 8, 1999, constitute the Board
         (the "Incumbent Directors") cease for any reason to constitute at
         least a majority of the Board, provided that any person becoming a
         director subsequent to June 8, 1999, whose election or nomination for
         election was approved by a vote of at least two-thirds (2/3) of the
         Incumbent Directors then on the Board (either by specific vote or by
         approval of the proxy statement of the Corporation in which such person
         is named as nominee for director, without written objection to such
         nomination) shall be an Incumbent Director; PROVIDED, HOWEVER, that no
         individual initially elected or nominated as a director of the
         Corporation as a result of an actual or threatened election contest (as
         described in Rule 14a-11 under the Exchange Act) ("Election Contest")
         or other actual or threatened solicitation of proxies or consents by or
         on behalf of any Person other than the Board ("Proxy Contest"),
         including by reason of any agreement intended to avoid or settle any
         Election Contest or Proxy Contest, shall be deemed an Incumbent
         Director; and PROVIDED FURTHER, HOWEVER, that a director who has been
         approved by the Hershey Trust while it beneficially owns more than 50%
         of the combined voting power of the then outstanding voting securities
         of the Corporation entitled to vote generally in the election of
         directors (the "Outstanding Company Voting Power") shall be deemed to
         be an Incumbent Director;

                  (2) The acquisition or holding by any Person of
         beneficial ownership (within the meaning of Section 13(d) under the
         Exchange Act and the rules and regulations promulgated thereunder) of
         shares of the Common Stock and/or the Class B Common Stock of the
         Corporation representing 25% or more of either (i) the total number of
         then outstanding shares of both Common Stock and Class B Common Stock
         of the Corporation (the "Outstanding Company Stock") or (ii) the
         Outstanding Company Voting Power; provided that, at the time of such
         acquisition or holding of beneficial ownership of any such shares, the
         Hershey Trust does not beneficially own more than 50% of the
         Outstanding Company Voting Power; and provided, further, that any such
         acquisition or holding of beneficial ownership of shares of either
         Common
<PAGE>


         Stock or Class B Common Stock of the Corporation by any of the
         following entities shall not by itself constitute such a Change in
         Control hereunder: (i) the Hershey Trust; (ii) any trust established by
         the Corporation or by any Subsidiary for the benefit of the Corporation
         and/or its employees or those of a Subsidiary; (iii) any employee
         benefit plan (or related trust) sponsored or maintained by the
         Corporation or any Subsidiary; (iv) the Corporation or any Subsidiary
         or (v) any underwriter temporarily holding securities pursuant to an
         offering of such securities;

                 (3)  The approval by the stockholders of the
         Corporation of any merger, reorganization, recapitalization,
         consolidation or other form of business combination (a "Business
         Combination") if, following consummation of such Business Combination,
         the Hershey Trust does not beneficially own more than 50% of the total
         voting power of all outstanding voting securities eligible to elect
         directors of (x) the surviving entity or entities (the "Surviving
         Corporation") or (y) if applicable, the ultimate parent corporation
         that directly or indirectly has beneficial ownership of more than 50%
         of the combined voting power of the then outstanding voting securities
         eligible to elect directors of the Surviving Corporation; or

                 (4)  The approval by the stockholders of the
         Corporation of (i) any sale or other disposition of all or
         substantially all of the assets of the Corporation, other than to a
         corporation (the "Acquiring Corporation") if, following consummation of
         such sale or other disposition, the Hershey Trust beneficially owns
         more than 50% of the total voting power of all outstanding voting
         securities eligible to elect directors (x) of the Acquiring Corporation
         or (y) if applicable, the ultimate parent corporation that directly or
         indirectly has beneficial ownership of more than 50% of the combined
         voting power of the then outstanding voting securities eligible to
         elect directors of the Acquiring Corporation, or (ii) a liquidation or
         dissolution of the Corporation.

                  c.  For purposes of Sections 7 and 10, a "Potential Change in
Control" means:

                      (1) The Hershey Trust by action of any of the Board
         of Directors of Hershey Trust Company; the Board of Managers of Milton
         Hershey School; the Investment Committee of the Hershey Trust; and/or
         any of the officers of Hershey Trust Company or Milton Hershey School
         (acting with authority) undertakes consideration of any action the
         taking of which would lead to a Change in Control as defined herein,
         including, but not limited to consideration of (i) an offer made to the
         Hershey Trust to purchase any number of its shares in the Corporation
         such that if the Hershey Trust accepted such offer and sold such number
         of shares in the Corporation the Hershey Trust might no longer have
         more than 50% of the Outstanding Company Voting Power, (ii) an offering
         by the Hershey Trust of any number of its shares in the Corporation for
         sale such that if such sale were consummated the Hershey Trust might no
         longer have more than 50% of the Outstanding Company Voting Power or
         (iii) entering into any agreement or understanding with a person or
         entity that would lead to a Change in Control; or
<PAGE>

                      (2) the Board approves a transaction described in
         subsection (2), (3) or (4) of the definition of a Change in Control
         contained in Section 7.b.

                  d.  For purposes of this Section 7: (i) "Hershey Trust" means
either or both of (a) the Hershey Trust Company, a Pennsylvania corporation, as
Trustee for the Milton Hershey School, or any successor to the Hershey Trust
Company as such trustee, and (b) the Milton Hershey School, a Pennsylvania
not-for-profit corporation; (ii) "Exchange Act" shall mean the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder; (iii)
"Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d)(3) and 14(d) thereof; and (iv) "Subsidiary"
shall mean any corporation controlled by the Corporation, directly or
indirectly.

         8.    PAYMENT OF BENEFITS.

               a. Nothing contained in the Plan and no action taken pursuant
to the provisions of the Plan shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Corporation and any
Participant, Vested Participant, spouse of a Participant or Vested Participant,
or any other person. No person other than the Corporation shall by virtue of the
provisions of the Plan have any interest in such assets. To the extent that any
person acquires a right to receive payments from the Corporation under the Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Corporation. The right of any Vested Participant or any other person to
the payment of benefits under the Plan shall not be assigned, transferred,
pledged or encumbered; such payments and the right thereto are expressly
declared to be non-assignable and nontransferable. No payments hereunder shall
be subject to the claim of the creditors of any Vested Participant or of any
other person entitled to payments hereunder. Any payments required to be made
pursuant to the Plan to a person who is under a legal disability may be made by
the Corporation to or for the benefit of such person in such of the following
ways as the Committee shall determine:

               1.     directly to such person.
               2.     to the legal representative of such person.
               3.     to a near relative of such person to be used for such
                      person's benefit.
               4.     directly in payment of expenses of support, maintenance
                      or education of such person.

               The Corporation shall not be required to see to the
application by any third party of any payments made pursuant to the Plan.

               b. The Committee may, in its discretion, suspend or terminate
the benefits provided by the Plan to any Vested Participant, the spouse of such
Vested Participant or any other person succeeding to the interests under the
Plan of such Vested Participant, who first receives benefit payments under the
Plan after March 1, 2003 if such Vested Participant (i) was not a Vested
Participant under the Plan on March 1, 2003; and (ii) engaged in any conduct or
misconduct while employed by the Corporation that the Committee reasonably
determines constitutes Cause under the Plan. Such suspension or termination of
benefits shall apply prospectively from and after the date of the Committee's
determination that such conduct or

<PAGE>

 misconduct constitutes Cause.

         9.    EFFECTIVE DATE OF PLAN. This Amended and Restated (2003)
Supplemental Executive Retirement Plan shall be effective March 1, 2003 and
Vested Participants who become eligible to retire under the Plan on or after
that date shall be entitled to the benefits provided hereunder.

         10.   AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board of
Directors of the Corporation may, at any time, suspend or terminate the Plan.
The Board, or its duly appointed delegee, if applicable, may also from time to
time, amend the Plan in such respects as it may deem advisable in order that
benefits provided hereunder may conform to any change in law or in other
respects which the Board, or its delegee in accordance with the Board's
delegation of authority thereto, deems to be in the best interest of the
Corporation. No such suspension, termination or amendment of the Plan shall
adversely affect any right of any person who is a Vested Participant at the time
of such suspension, termination or amendment or his beneficiary(ies), estate or
surviving spouse, as applicable, to receive benefits under the Plan in
accordance with its provisions in effect immediately prior to such suspension,
termination or amendment without the consent of such Vested Participant,
beneficiary(ies), estate or surviving spouse. Any benefits payable under the
terms of the Plan at the time of any suspension, termination or amendment of the
Plan shall remain in effect according to their original terms, or such alternate
terms as may be in the best interests of both parties and agreed to by the
Vested Participant or his beneficiaries, estate or surviving spouse, as
applicable. Notwithstanding the foregoing, (a) the Plan may not be terminated or
amended in any manner that is adverse to the interests of a Participant or the
surviving spouse of a Participant without the consent of the Participant or
surviving spouse, as applicable, either: (i) after a Potential Change in Control
occurs and for one (1) year following the cessation of the Potential Change in
Control, or (ii) for a two (2) year period beginning on the date of a Change in
Control (the "Coverage Period"); and (b) no termination of this Plan or
amendment hereof in a manner adverse to the interests of any Participant, or
such Participant's surviving spouse, (without the consent of the Participant or
surviving spouse) shall be effective if such termination or amendment occurs (i)
at the request of a third party who has taken steps reasonably calculated to
effect a Change in Control, or (ii) in connection with or in anticipation of a
Change in Control. After the Coverage Period, the Plan may not be amended or
terminated in any manner that would adversely affect the entitlement of a
Participant or his surviving spouse (without the consent of the Participant or
surviving spouse) to benefits that have accrued hereunder. For purposes of the
immediately preceding two sentences of this Section 10, whether an employee of
the Corporation qualifies as a Participant shall be determined at the time (a)
the Coverage Period commences and any time thereafter or (b) his employment is
terminated or the Plan is amended (i) at the request of a third party who has
taken steps reasonably calculated to effect a Change in Control, or (ii) in
connection with or in anticipation of a Change in Control.

<PAGE>

         IN WITNESS WHEREOF, Hershey Foods Corporation has caused this Hershey
Foods Corporation Amended and Restated (2003) Supplemental Executive Retirement
Plan to be executed as of the 12th day of February, 2003.


                                HERSHEY FOODS CORPORATION


                                By:            /s/ Marcella K. Arline
                                         --------------------------------------
                                         Marcella K. Arline
                                         Senior Vice President, Human Resources
                                         and Corporate Affairs


<PAGE>


                                   SCHEDULE I
                                       to
                           AMENDED AND RESTATED (2003)
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



January 2001                       1.310%       January 2003              0.385%
February 2001                      1.272%       February 2003             0.347%
March 2001                         1.233%       March 2003                0.308%
April 2001                         1.195%       April 2003                0.270%
May 2001                           1.156%       May 2003                  0.231%
June 2001                          1.118%       June 2003                 0.193%
July 2001                          1.079%       July 2003                 0.154%
August 2001                        1.041%       August 2003               0.116%
September 2001                     1.002%       September 2003            0.077%
October 2001                       0.964%       October 2003              0.039%
November 2001                      0.925%       November 2003 and each
December 2001                      0.887%       succeeding month          0.000%

January 2002                       0.848%
February 2002                      0.809%
March 2002                         0.771%
April 2002                         0.732%
May 2002                           0.694%
June 2002                          0.655%
July 2002                          0.617%
August 2002                        0.578%
September 2002                     0.540%
October 2002                       0.501%
November 2002                      0.463%
December 2002                      0.424%
















</TEXT>
</DOCUMENT>
