HERSHEY FOODS CORPORATION
DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF AUGUST 19, 2002)
This Deferred Compensation Plan (the "Plan") allows participants in the following programs of Hershey Foods
Corporation's Key Employee Incentive Plan to defer receipt of all or part of their awards: (1) cash awards under
the Annual Incentive Program (the "AIP"); (2) the cash equivalent or Common Stock of Hershey Foods
Corporation (the "Company") representing performance stock unit ("PSU") awards under the Long Term
Incentive Program ("LTIP"); and (3) awards of Common Stock of the Company pursuant to Restricted Stock
Unit ("RSU") awards under the LTIP granted on or after January 1, 2001. The Plan is intended to benefit those
key executives of Hershey Foods Corporation and subsidiaries as specified in the AIP and LTIP who participate
in the AIP or LTIP, to secure their goodwill, loyalty and achievement, and to help attract and retain highly
The Compensation and Executive Organization Committee of the Company's Board of Directors has established
certain minimum stockholding requirements for employees who are eligible to receive awards under the LTIP.
The Committee may, in its discretion, allow credit towards such requirement for Company Common Stock
constructively invested by such employee pursuant to a vested PSU or vested RSU deferred under this Plan.
Dividends previously earned, as well as future dividends earned on deferred PSU awards and deferred RSU
awards, are eligible for deferral under the Plan.
The following definitions apply to this Plan:
1.1 ACCOUNT. "Account" means the Account maintained by the Company pursuant to Article II with respect
to each Participant and each Deferral Election by such Participant.
1.2 AIP. "AIP" means the Annual Incentive Program, and any similar or successor plan or program, of the
Company's Key Employee Incentive Plan and annual incentives awarded under the Company's Sales Incentive