STOCK PURCHASE AGREEMENT
This Agreement is made this 27 th day of July, 2004, by and between Hershey Trust Company, a Pennsylvania corporation
with its principal office located at 100 Mansion Road East, Hershey, Pennsylvania, as Trustee of the Milton Hershey School
Trust (the “Trust”), and Hershey Foods Corporation, a Delaware corporation with its principal office located at 100 Crystal A
Drive, Hershey, Pennsylvania (the “Corporation”).
The Trust has offered to sell to the Corporation 11,281,589 shares of Common Stock, $1.00 par value per share, of the
Corporation (the “Common Stock”) for an aggregate price of $500,000,025. The Corporation has agreed to make the repurchase
on the following terms and conditions. For clarity, this Agreement does not relate to the Corporation’s Class B Common Stock,
$1.00 par value per share.
In order to accomplish this transaction, the parties, each intending to be legally bound by execution of this Agreement,
hereby agree as follows:
1. Sale and Purchase of Shares. The Trust hereby agrees to sell to the Corporation, and the Corporation hereby agrees to
purchase from the Trust, 11,281,589 shares of Common Stock on the terms and conditions provided below.
2. Purchase Price. The purchase price per share of the Common Stock to be sold and purchased hereunder shall be $44.32
for an aggregate purchase price of $500,000,025.
3. Closing. The sale and purchase of the Common Stock shall be effective on July 27, 2004 (the “Closing”). Payment by
wire transfer shall be made as soon as practicable on July 28, 2004. As soon as practicable on July 28, 2004, the Trust shall
deliver to the Corporation a duly executed stock power for 11,281,589 shares of Common Stock and a certificate of incumbency
for the officer or officers who executed the stock power.
4. Condition to Closing. The Office of the Attorney General of the Commonwealth of Pennsylvania shall have approved in
writing in form sa