Hershey Foods Corporation Deferred Compensation Plan
This Deferred Compensation Plan (the "Plan") allows participants in the Annual Incentive Program (the "AIP") of
Hershey Foods Corporation's Key Employee Incentive Plan to defer receipt of all or part of their awards under
the AIP. Participants in the Long Term Incentive Program ("LTIP") of the Key Employee Incentive Plan may also
defer under this plan the cash equivalent of the dividends received on deferred LTIP awards provided certain
minimum stockholding requirements have been satisfied. 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 high quality executives.
AIP awards for 1995 and beyond may be deferred under this Plan. Also, Participants who have previously
deferred AIP awards under the deferral arrangement in effect for awards prior to 1995 may elect to credit their
deferral accounts under the prior deferral arrangement to their Accounts under this Plan as hereinafter described.
Dividends earned on deferred LTIP awards may also be deferred under the Plan, but only if the Participant has
satisfied the employee minimum stockholding requirements established by the Compensation and Executive
Organization Committee of the Board of Directors. Dividends previously earned, as well as future dividends
earned on deferred LTIP 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
1.2 AIP. "AIP" means the Annual Incentive Program of Hershey Foods Corporation's Key Employee Incentive
1.3 Board. "Board" or "Board of Directors" means the Board of Directors of Hershey Foods Corporation.
1.4 Committee or Compensation Committee. "Committee" or "Compe