EXHIBIT 10.4











                            HERSHEY FOODS CORPORATION


                           AMENDED AND RESTATED (1999)


                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

























                                                      EFFECTIVE June 9, 1999


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                           HERSHEY FOODS CORPORATION

                          AMENDED AND RESTATED (1999)

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         1.  PURPOSE OF PLAN.  The purpose of the Amended  and  Restated  (1999)
Supplemental  Executive  Retirement Plan  (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 is an amendment to and  restatement
(as amended) of the Hershey Foods Corporation Amended and Restated  Supplemental
Executive Retirement Plan, as amended from time to time which was in effect from
November 1, 1994 to June 8, 1999.

         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 the willful  engaging by the
Participant  in illegal  conduct or gross  misconduct  which is materially and
demonstrably injurious to the Corporation.

         For purposes of this definition,  no act or failure to act, on the part
of the Participant,  shall be considered "willful" unless it is done, or omitted
to be done, by the Participant in bad faith and without  reasonable  belief that
the  Participant'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  Participant'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  Participant  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").

                  c. "Deferred Retirement Date" means the first day of the month
following  a  Participant'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 a Participant's  termination of employment with the Corporation  which
is coincident with or

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following  a  Participant's   fifty-fifth  (55th)  birthday  and  prior  to  the
Participant's Normal Retirement Date.

                  f.  "Final  Average  Compensation"  means  the  sum of (1) the
highest annual average of a 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 Participant dies, retires, or 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  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 annual interest rate on 30-year  Treasury  securities as
specified  by the  Commissioner  of the  Internal  Revenue  Service  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:

                           (x) after  January  1, 1998 and prior to  January  1,
         2000 the sum of one twelfth (1/12th) of each PBGC Interest Rate for the
         twelve months preceding such date;

                           (y) after  December  31, 1999 and prior to January 1,
         2001,  the sum of  one-twelfth  (1/12th) of each GATT Interest Rate for
         November  1999 and each month  thereafter  to and  including the second
         month  preceding  the month during which such date occurs plus,  if the
         number  of months  for  which a GATT  Interest  Rate is  determined  as
         described is less than twelve, the sum of one-twelfth  (1/12th) of each
         PBGC  Interest  Rate for  December  1999 and  each  preceding  month in
         reverse  chronological order until the total number of months for which
         a GATT Interest  Rate and/or a PBGC  Interest Rate has been  determined
         equals twelve; and

                           (z) after  December 31, 2000,  the sum of one twelfth
         (1/12th) of each GATT Interest Rate for the twelve  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 a  Participant's  sixty-fifth  (65th)
birthday,  except that if his birthday is

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equally near the first of two calendar months,  the first day of the month prior
to his sixty-fifth (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 an employee of the Corporation who is
eligible to receive a benefit under the Plan in accordance  with the  provisions
of Paragraph 3 (I.E., has attained age 55, has ten (10) Years of Service and 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).

                   l. "Retirement Plan" means the Corporation's Retirement Plan,
amended and restated  effective  January 1, 1989, as in effect from time to time
and any successor plan thereto.

                   m. "Years of Service",  for purposes of this Plan, shall have
the same meaning as provided in Section  1.56 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 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  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
Paragraph 4.c.

         4.  RETIREMENT BENEFITS.

                  a. Normal Retirement  Benefit.  An employee who qualifies as a
Participant, 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:

                           (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:



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                           (2) one hundred  percent (100%) of the  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 or any defined  benefit  pension
         plan  maintained  by  any  other  entity,  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  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
Participant, 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:

                           (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 or any defined  benefit  pension plan  maintained  by any other
         entity,  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;
         and

                           (3) one hundred  percent (100%) of the primary Social
         Security  benefit to which the  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

                           (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


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         calendar months by which the 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 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  Paragraph  4.a.
commencing on that date. In calculating  the benefit under  Paragraph  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,  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  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 Participant  under  Paragraphs 4.a. or 4.b.  (including
the spousal  survivor benefit payable pursuant to Paragraph 4.e. with respect to
any  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  Participant  who was a 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  Participant's  death;  and (y) for each
Participant  who first  became a  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
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 Participant's death.

                  e.  Post-Retirement  Death  Benefit.  If a 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 Participant's death, equal to:

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                           (1) fifty percent (50%) of the monthly  retirement
         benefit to which the 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 Paragraph 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 Paragraph 3 or of
the benefit  reduction  factors in Paragraph 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 or other employee of the Corporation participating in, or
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 Paragraph  4.e.
hereof) payable  pursuant to Paragraph 4.a. or 4.b. hereof to a 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  Participant  and/or
his surviving  spouse is herein  referred to for purposes of this Paragraph 6 as
the "Applicable Retirement Benefit"),  such Participant may elect to receive the
following form of benefit payment:

         A lump sum cash  payment,  payable to the  Participant  within ten (10)
days after the Participant's  date of retirement (or the  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
Participant  who was a 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  months  immediately  preceding  the date of the
Participant's retirement (or the 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 each  Participant who first
became a  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  Participant's  retirement
(or the  Participant's  date of termination of employment  other than for Cause)
(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 Participant's retirement.

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Prior to March 1,  1998,  any such  election  must be made at least one  hundred
(180) days prior to the date that the  Applicable  Retirement  Benefit  payments
would otherwise become payable.  After February 28, 1998, 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  Paragraphs 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 Paragraph 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 paragraph 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 Paragraph 7.a. is provided to the applicable SERP Recipient),
equal  to  the  actuarial  present  value  of  his  Future  Retirement  Benefit,
calculated  using:  (i) the 83 GAM mortality  tables;  and (ii) an interest rate
equal to the PBGC Interest Rate as of the date of the Change of Control.

                  Notwithstanding   the   foregoing,   the  provisions  of  this
Paragraph 7.a. shall not apply with respect to a SERP Recipient unless such SERP
Recipient  consents to the application of this Paragraph 7.a. within thirty (30)
days after the date the SERP Recipient  receives  written notice of the terms of
this Paragraph 7.a., as provided for by the following sentence.  The Corporation
shall  provide  each  SERP  Recipient,  a  written  notice  of the terms of this
Paragraph 7.a. and the consent requirement  contained herein not later than five
(5) days after the  earliest  of (x) the  occurrence  of a  Potential  Change in
Control,  (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 of Control.

                     b. For purposes of Paragraphs 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 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

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         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 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.

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<PAGE>

                     c. For purposes of Paragraphs 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

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

                  d. For purposes of this Paragraph 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.  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 the  Participant,  his spouse 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 the
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 the
Participant nor 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:

                  a.       directly to such person.
                  b.       to the legal representative of such person.


                                       9
<PAGE>

                  c.       to a near relative of such person to be used for such
person's benefit.
                  d.       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.

         9.   EFFECTIVE  DATE  OF  PLAN.   This  Amended  and  Restated   (1999)
Supplemental  Executive  Retirement  Plan  shall be  effective  June 9, 1999 and
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 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  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 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   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
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 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  (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 of Control, or (ii) in connection with
or in anticipation of a Change of 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  Paragraph  10,
"Participant" shall include any employee of the Corporation participating in the
performance  share unit  portion  of the KEIP  (regardless  of whether  any such
employee meets the other  eligibility  requirements  of Paragraph 3) at the time
(a) the Coverage  Period  commences  and  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 of  Control,  or (ii) in
connection with or in anticipation of a Change of Control.

                                       10
<PAGE>

         IN WITNESS WHEREOF,  Hershey Foods  Corporation has caused this Hershey
Foods Corporation Amended and Restated (1999) Supplemental  Executive Retirement
Plan to be executed as of this 9th day of June, 1999.

                                          HERSHEY FOODS CORPORATION

                                     By: /s/ Kenneth L. Wolfe
                                         ------------------------
                                            Kenneth L. Wolfe
                                            Chief Executive Officer


                                       11
<PAGE>



                                   SCHEDULE I
                                       to
                           AMENDED AND RESTATED (1999)
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


November 1999             1.850%              January 2002               0.848%
December 1999             1.811%              February 2002              0.809%
                                              March 2002                 0.771%
January 2000              1.773%              April 2002                 0.732%
February 2000             1.734%              May 2002                   0.694%
March 2000                1.696%              June 2002                  0.655%
April 2000                1.657%              July 2002                  0.617%
May 2000                  1.619%              August 2002                0.578%
June 2000                 1.580%              September 2002             0.540%
July 2000                 1.542%              October 2002               0.501%
August 2000               1.503%              November 2002              0.463%
September 2000            1.465%              December 2002              0.424%
October 2000              1.426%
November 2000             1.388%              January 2003               0.385%
December 2000             1.349%              February 2003              0.347%
                                              March 2003                 0.308%
January 2001              1.310%              April 2003                 0.270%
February 2001             1.272%              May 2003                   0.231%
March 2001                1.233%              June 2003                  0.193%
April 2001                1.195%              July 2003                  0.154%
May 2001                  1.156%              August 2003                0.116%
June 2001                 1.118%              September 2003             0.077%
July 2001                 1.079%              October 2003               0.039%
August 2001               1.041%              November 2003 and each
September 2001            1.002%              succeeding month           0.000%
October 2001              0.964%
November 2001             0.925%
December 2001             0.887%