exh101.htm


    Exhibit 10.1

      


      FIRST
AMENDMENT TO

      THE 
HERSHEY COMPANY DEFERRED COMPENSATION PLAN

      (Amended
and restated as of October 1, 2007)

      


      WHEREAS,
The Hershey Company (the “Company”) currently maintains The Hershey Company
Deferred Compensation Plan, amended and restated as of October 1, 2007 (the
“Plan”);

      


      WHEREAS,
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
year; and

      


      WHEREAS,
this amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.

      


      NOW,
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
follows:

      


      
        	
                1.  

              	
                The
      last clause in Section 3.2 shall be amended to read as
      follows:

              


      

      


      “the
Company shall credit to such Participant’s Supplemental Match Contributions
Sub-Account an amount, if any, determined under a., b., c., and d.
below:”

      


      
        	
                2.  

              	
                A
      new Section 3.2.c. is added to read as follows, and the former Section
      3.2.c. shall be re-lettered as Section
3.2.d.:

              


      

      


      c.           In
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).

      


      
        	
                3.  

              	
                The
      first sentence of Section 3.2.d. shall be amended to read as
      follows:

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
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.

      


      


      IN
WITNESS WHEREOF, the Committee has caused this amendment to be executed this
2ND
day of June, 2008.

      


      


      


      
        	 
      	
                EMPLOYEE
      BENEFITS COMMITTEE OF 

                THE
      HERSHEY COMPANY

                 

                By:      /s/ Charlene H.
      Binder                         

              
	 
      	
                Charlene
      H. Binder

                Senior
      Vice President, Chief People Officer

                Chair,
      Employee Benefits Committee