HERSHEY COMPANY DEFERRED COMPENSATION PLAN
and restated as of October 1, 2007)
pursuant to the authority delegated to it by the Board of Directors of the
Company (“Board”), the Employee Benefits Committee (the “Committee”) now
considers it desirable to amend the Plan to make certain minor changes to the
Plan that do not materially affect the Company’s liability and expense for the
this amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.
THEREFORE, BE IT RESOLVED that, by virtue and in exercise of the power reserved
to the Compensation and Executive Organization Committee of the Board by Section
8.1 of the Plan, and pursuant to the authority delegated to the Committee by the
Board, the Plan is hereby amended, effective January 1, 2007, as
last clause in Section 3.2 shall be amended to read as
Company shall credit to such Participant’s Supplemental Match Contributions
Sub-Account an amount, if any, determined under a., b., c., and d.
new Section 3.2.c. is added to read as follows, and the former Section
3.2.c. shall be re-lettered as Section
addition to any amounts credited pursuant to Section 3.2.a. or b., (1) any
amounts forfeited from the Participant’s matching contribution account in the
401(k) Plan due to application of the 401(k) Plan nondiscrimination tests,
and/or (2) the additional amount of matching contributions that would have been
contributed on behalf of the Participant under the 401(k) Plan for the Plan Year
but for the imposition of any contribution limits by the Plan sponsor designed
to ensure compliance with such nondiscrimination tests (and assuming the
Participant would have contributed the amount necessary to maximize those
matching contributions but for the contribution limits).
first sentence of Section 3.2.d. shall be amended to read as
amounts described in Sections 3.2.a., 3.2.b. and 3.2.c. above shall be credited
to a Participant’s Supplemental Match Contributions Sub-Account as soon as
administratively practicable following the last day of the Plan Year, provided
that the Participant either (x) was employed on the last day of the Plan Year or
(y) during the year he or she (1) terminated employment while at least age 55,
(2) retired in accordance with the provisions of any applicable
Company-sponsored qualified or nonqualified retirement plan or program, (3)
became Disabled, or (4) died.
WITNESS WHEREOF, the Committee has caused this amendment to be executed this
day of June, 2008.
BENEFITS COMMITTEE OF
By: /s/ Charlene H.
Vice President, Chief People Officer
Employee Benefits Committee