Exhibit 10.1 




AGREEMENT 



        THIS
AGREEMENT, is entered into on December 12, 2005 by The Hershey Company (the
“Company”) and the HERSHEY TRUST COMPANY, as Trustee for the benefit of Milton
Hershey School (the “Trust”). 




RECITALS 



     	I.	
          The Company’s Board of Directors has authorized a stock repurchase program
          (the “Stock Repurchase Program”) for the purchase of shares of the
          Company’s outstanding Common Stock, par value one dollar per share
          (“Shares”). 


          



     	II.	
          The Trust desires to sell Shares to the Company, and the Company desires to
          purchase Shares from the Trust, in connection with the Stock Repurchase Program
          as provided in this Agreement. 


          



     	III.	
          This Agreement is being entered into in good faith and not as part of a plan or
          scheme to evade the prohibitions of Rule 10b5-1 under the Securities Exchange
          Act of 1934, as amended (the “1934 Act”). 


          



        IN
CONSIDERATION OF the mutual promises contained in this Agreement, the Company and the
Trust agree: 



     	A.	
          Purchase and Sale 


          



	 	1. 	The
Company shall deliver to the Trust a completed notice in the form attached           to
this Agreement as Exhibit “A” (a “Notice”) at or before
          12:00 p.m. Eastern Time each Monday or, if Monday is not a business day,
on           the next business day setting forth, with respect to the calendar week
          preceding the date on which the Notice is delivered, the Prior Week Shares (as
          described below) and the VWAP (as described below) for such calendar week. The
          Trust shall, after receipt of the Notice, deliver and sell to the Company, and
          the Company shall buy from the Trust (each such transaction, a           “Sale”),
at or before 12:00 p.m. Eastern Time on the second business           day following
receipt of the Notice (a “Closing Date”) a number of           Shares (the
“Sale Shares”) equal to 0.44, multiplied by the aggregate           number of
Shares the Company has purchased on the open market from persons other           than the
Trust or any affiliate of the Company during the calendar week ending
          immediately prior to the date of the relevant Notice (the “Prior Week
          Shares”). On each Closing Date, (a) the Trust shall deliver to the
          Company’s transfer agent stock instructions to transfer the Sale Shares to
          the Company, together with such stock powers and other instruments as may be
          necessary to give effect to such instructions, and (b) the Company shall pay
the           purchase price for the Sale Shares in immediately available funds to such
          account as the Trust has designated in writing.  






	 	2. 	The
price per Share to be paid by the Company under each Sale shall be the           Volume
Weighted Average Price (“VWAP”) paid by the Company for the           Prior
Week Shares. For purposes of this Agreement, VWAP is calculated by           dividing




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	 		the total
consideration paid, without taking commissions into account,           for the Prior Week
Shares by the Prior Week Shares; provided, however, that the           calculation of the
VWAP for any Sale shall not take into consideration and shall           exclude any
transaction involving the purchase of Shares directly from           affiliates of the
Company.  






	 	3. 	Notwithstanding
anything herein to the contrary, the Trust shall not be required           to effect any
Sale if the VWAP for the Shares applicable to such Sale is less           than $55.00 per
Share. The Company shall not be obligated to deliver a Notice           and neither the
Company nor the Trust shall be required to effect a Sale if the           performance of
their respective obligations would violate applicable law;           without limiting the
foregoing, the Trust shall not be obligated to effect any           Sale at (i) any time
that any officer or director of either the Company or the           Trust is in
possession of material non-public information regarding the Company,           or (ii)
any time after the Company has purchased Prior Week Shares when an           officer or
director of either the Company or the Trust was in possession of           material
non-public information regarding the Company, unless, in either case,           the
Company’s purchases of Prior Week Shares are made pursuant to the
          provisions of a plan adopted by the Company under SEC Rule 10b5-1(c). Only one
          Notice may be delivered and one Sale may be effected each week.  






	 	4. 	Any
fractional amounts of Shares required to be sold to the Company under any
          Notice shall be rounded up to the nearest whole number.  






	 	5. 	For
purposes of this agreement, (a) “business day” means a day on           which
the New York Stock Exchange is open for trading, and (b)           “affiliate” has
the meaning given it in Rule 12b-2 under the 1934 Act.  






     	B.	
          Term. The initial term of this Agreement shall commence on December 13, 2005 and
          the Prior Week Shares for the calendar week commencing on December 12, 2005
          shall include only Shares the Company has purchased on the open market as
          described in Section A.1. from and including December 13, 2005 to and including
          December 16, 2005. The initial term of this Agreement shall continue through
          January 30, 2006 with respect to the Prior Week Shares for the calendar week
          ending January 27, 2006. The parties, by mutual agreement, may renew this
          Agreement for additional terms, subject to mutual agreement on the floor price
          in Section A.3. with respect to such renewal period. It is the intent of the
          parties that the Trust participate in the Stock Repurchase Program on a pro rata
          basis with the public stockholders. Accordingly, the parties agree that upon
          renewal the multiplier contained in Section A.1., i.e. “0.44" will be
          adjusted, if necessary, to properly account for the then current ownership
          position of the Trust and the public stockholders. 


          



     	C.	
          Representations and Warranties. 


          



	 	1. 	The
Trust represents and warrants to the Company that (a) each Sale will have           been
duly authorized by the Board of Directors of the Trust, (b) no Sale will






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	 		contravene, or
require any consent, notice or filing which has not been           obtained, given or
made, under (i) any law applicable to the Trust, (ii)           the organizational
documents of the Trust or (iii) any judgment, order or decree           or any contract
or agreement to which the Trust is subject, (c) the Trust has or           will have
valid title to the Shares to be sold to the Company and the legal           right and
power to sell, transfer and deliver such Shares, and (d) the           delivery of
the Shares under each Sale will, upon payment of the purchase price           therefor,
pass valid title to the Company to such Shares free and clear of any           security
interests, claims, liens, equities, and other encumbrances.  






	 	2. 	The
Company represents and warrants to the Trust that (a) each Sale will have           been
duly authorized by the Board of Directors of the Company, and (b) no Sale           will
contravene, or require any consent, notice or filing which has not been
          obtained, given or made, under (i) any law applicable to the Company, (ii) the
          organizational documents of the Company or (iii) any judgment, order or decree
          or any contract or agreement to which the Company is subject.  






     	D.	
          Third-Party Beneficiaries. This Agreement is intended solely for the benefit of
          the Company and the Trust and may not be assigned. 


          



     	E.	
          Arbitration. All disputes that may arise between the parties regarding the
          interpretation or application of this Agreement and the legal effect of this
          Agreement shall, to the exclusion of any court of law, be arbitrated and
          determined by a board of arbitrators, unless the parties can resolve the dispute
          by mutual agreement. Either party shall have the right to submit any dispute to
          arbitration ten (10) days after the other party has been notified as to the
          nature of the dispute. If the dispute goes to arbitration, each party shall
          select one arbitrator and the two arbitrators shall jointly select a third
          arbitrator. The arbitration shall be governed by the rules of the American
          Arbitration Association and the laws of the State of Delaware. The proceeding
          shall be held in Hershey, Pennsylvania. The parties consent that any papers,
          notices, or process necessary or proper for the institution or continuance of,
          or relating to any arbitration proceeding, or for the confirmation of an award
          and entry of judgment on any award made, including appeals in connections with
          any judgment or award, may be served on each of the parties by registered mail
          addressed to the party at the principal office of the party, or by personal
          service on the party. The Company and the Trust consent to the jurisdiction of
          the arbitration panel and agree that its decision shall be final and not subject
          to appeal. 


          



     	F.	
          Sales Plan. It is the intent of the parties that this Agreement comply with the
          requirements of Rule 10b5-1(c) under the 1934 Act and this Agreement shall be
          interpreted to comply with the requirements of Rule 10b5-1(c) under the 1934
          Act. 


          



     	G.	
          Complete Agreement. This Agreement constitutes the entire agreement between the
          parties with respect to its subject matter and supersedes all prior agreements,
          oral or written, with respect to such subject matter. 


          


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     	H.	
          Governing Law. This Agreement shall be governed by and construed in accordance
          with the laws of the State of Delaware. 


          



        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written. 



THE HERSHEY COMPANY

 By:    
/s/Richard H. Lenny   

                 
 Name:   Richard H. Lenny
          
        Title:     Chairman, President and CEO
        




HERSHEY TRUST COMPANY

 By:    
/s/Rober C. Vowler   

                 
 Name:   Robert C. Vowler
          
        Title:     President, CEO and Secretary
        


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EXHIBIT “A” 




THE HERSHEY COMPANY
STOCK PURCHASE NOTICE 




Date: ________________ 



	Item 	1.
   Prior Week Shares: _______________________. 






	Item 	2.
   Sale Shares to be purchased by The Hershey Company in connection with this Notice
(Prior Week Shares            times 0.44):  __________________. 






	Item 	3.
Volume Weighted Average Price under Sale effected in connection with this Notice:_________________.








	Item 	4.
   Total amount payable under Sale effected in connection with this Notice:
______________________. 





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