Exhibit 10.2
HERSHEY FOODS CORPORATION
DIRECTORS' COMPENSATION PLAN
(Amended and Restated as of December 3, 2002)
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PURPOSE
The purposes of the Directors' Compensation Plan ("Plan") are to provide
Directors of Hershey Foods Corporation ("Corporation") with payment alternatives
for the retainer and fees payable for services as members of the Board of
Directors ("Board") of the Corporation or as a chair of any committee thereof
(together, "Director Fees"), to provide Directors the opportunity to elect to
receive all or a portion of the retainer in Deferred Stock Units ("DSUs"), each
representing an obligation of the Corporation to issue one share of Common Stock
of the Corporation, $1.00 par value per share ("Common Stock"), and to promote
the identification of interests between such Directors and the stockholders of
the Corporation by paying a portion of each Director's compensation in
Restricted Stock Units ("RSUs"), each RSU representing an obligation of the
Corporation to issue one share of Common Stock.
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ELIGIBILITY
Any Director of the Corporation who is not an employee of the Corporation
or any of its subsidiaries shall be eligible to participate in the Plan. Except
as the context may otherwise require, references in this Plan to a "Director"
shall mean only those directors of the Company who are participants in the Plan.
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PAYMENT
(a) DIRECTOR FEES. A Director shall be entitled to Director Fees, in such
amounts as shall be determined by the Board, for services on the Board and as a
chair of any committee of the Board. Directors may elect to have all or any
portion of the cash retainer paid in shares of Common Stock. Fees payable for
services as a chair of any committee of the Board shall be payable currently
only in cash. Any shares of Common Stock payable under this Section 3(a) shall
be paid by the issuance to the Director of a number of shares of Common Stock
equal to the cash amount of the retainer so payable divided by the Fair Market
Value of one share of the Common Stock, as defined in Section 12 hereof. Any
fractional share of Common Stock resulting from such payment shall be rounded to
the nearest whole share. The Corporation shall issue share certificates to the
Director for the shares of Common Stock acquired or, if requested
in writing by the Director and permitted under such plan, the shares acquired
shall be added to the Director's account under the Corporation's Automatic
Dividend Reinvestment Plan. As of the date on which the part or whole of the
retainer is payable in shares of Common Stock, the Director shall be a
stockholder of the Corporation with respect to such shares. Unless otherwise
elected in Section 4, any remaining Director Fees shall be payable in cash.
(b) RESTRICTED STOCK UNITS. A Director shall also be entitled to receive
RSUs, in such amounts as shall be determined by the Board, for services on the
Board. Beginning October 1, 2001 and thereafter, unless otherwise directed by
the Board, RSUs having a value of $10,000 (or such other amount as the Board
shall from time to time determine) shall be awarded to each Director on the
first day of October, January, April, and July. The number of full and
fractional RSUs so awarded shall be determined by dividing $10,000 (or such
other amount) by the average of the per share closing price of the Common Stock
on the New York Stock Exchange as published in THE WALL STREET JOURNAL (or such
other reliable publication as the Board or its delegates may determine) for the
last three trading days of the month preceding the date of the award. Directors
whose membership on the Board commences after October 1, 2001 on a day which is
not the first day of any January, April, July or October, shall be awarded a pro
rata number of RSU's with respect to the quarter during which the Director
joined the Board equal to the number of RSUs awarded to each Director who was a
member of the Board on the first day of the applicable quarter, multiplied by a
fraction, the numerator of which equals the number of days remaining in the
quarter after the first day on which such Director became a member of the Board,
and the denominator being the total number of days in the quarter. A Restricted
Stock Unit Account shall be established on the books of the Corporation in the
name of each Director. During the period of the Director's membership on the
Board, the Director's Restricted Stock Unit Account shall be subject to credits,
adjustment and substitution to reflect any dividend or other distribution on the
outstanding Common Stock or any split or consolidation or other change affecting
the Common Stock. Any such credit, adjustment or substitution shall be made in a
manner similar to that set forth in Section 6(a) and 6(b) with respect to
Deferred Stock Compensation Accounts. RSUs awarded pursuant to the Plan shall
vest upon termination of the Director's membership on the Board by reason of
retirement, death or disability, or such other circumstances as the Board, in
its sole discretion, shall at any time determine (provided that a termination of
a Director's membership on the Board following a Change in Control (as defined
in the Corporation's Executive Benefits Protection Plan (Group 3A), the "EBPP")
shall be considered a retirement for this purpose). RSUs not vested upon or in
connection with the Director's termination of membership on the Board, as
aforesaid, shall be forfeited as of the date of such termination. The balance of
the Director's Restricted Stock Unit Account which becomes vested shall be paid
in a lump sum in accordance with Section 7. If payment hereunder would result in
the issuance of a fractional share of Common Stock, such fractional share shall
not be issued and cash in lieu of such fractional share shall be paid to the
Director based upon the average of the per share closing price of the Common
Stock in the New York Stock Exchange as published in THE WALL STREET JOURNAL (or
such other reliable publication as the Board or its delegates may determine) for
the three trading days immediately preceding the date of payment. The
Corporation shall issue share certificates to the Director, or the Director's
designated beneficiary, for the shares of Common Stock represented by the
Director's vested RSUs, or if requested in writing by the Director and permitted
under such plan, the shares to be distributed shall be added to the Director's
account under the Corporation's Automatic Dividend
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Reinvestment Plan. As of the date on which the Director is entitled to receive
payment of shares of Common Stock, a Director shall be a stockholder of the
Corporation with respect to such shares.
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ELECTIONS
(a) DIRECTOR FEE PAYMENT ALTERNATIVES. A Director may elect any one
of the following alternatives with respect to payment of Director Fees:
(1) to receive currently full payment in cash and/or Common
Stock, as set forth in Section 3(a) above, on the date or dates on which
the Director Fees are payable;
(2) to defer payment of all or a portion of the Director Fees
for subsequent payment in cash (a "Cash Deferral Election");
(3) to defer payment of all or a portion of the Director Fees
for subsequent payment in shares of Common Stock (a "Stock Deferral
Election"); or
(4) a combination of (2) and (3).
(b) FILING AND EFFECTIVENESS OF ELECTIONS. The election by a Director to
receive payment of Director Fees other than as set forth in Section 4(a)(1) on
the date on which the Director Fees are otherwise payable is made by filing with
the Secretary of the Corporation a Notice of Election in the form prescribed by
the Corporation (an "Election"). In order to be effective for any calendar year,
an Election must be received by the Secretary of the Corporation on or before
December 31 of the preceding calendar year, except that if a Director files a
Notice of Election on or before 30 days subsequent to the Director's initial
election to the office of Director, the Election shall be effective on the date
of filing with respect to Director Fees payable for any portion of the calendar
year which remains at the date of such filing. An Election may not be modified
or terminated after the beginning of a calendar year for which it is effective.
Unless modified or terminated by filing a new Notice of Election on or before
December 31 immediately preceding the calendar year for which such modification
or termination is effective, an Election shall be effective for and apply to
Director Fees payable for each subsequent calendar year. Director Fees earned at
any time for which an Election is not effective shall be paid as set forth in
Section 4(a)(1) on the date when the Director Fees are otherwise payable. Any
Election shall terminate on the date a Director ceases to be a member of the
Board.
(c) CASH DEFERRAL ELECTIONS. Director Fees deferred pursuant to a
Cash Deferral Election shall be deferred and paid as provided in Sections 5
and 7.
(d) STOCK DEFERRAL ELECTIONS. Director Fees deferred pursuant to a
Stock Deferral Election shall be deferred and paid as provided in Sections 6
and 7.
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DEFERRED CASH COMPENSATION ACCOUNT
(a) GENERAL. The amount of any Director Fees deferred in accordance with
a Cash Deferral Election shall be credited on the date on which such Director
Fees are otherwise payable to a deferred cash compensation account maintained by
the Corporation in the name of the Director (a "Deferred Cash Compensation
Account"). A separate Deferred Cash Compensation Account shall be maintained for
each calendar year for which a Director has elected a different number of
payment installments or as otherwise may be agreed between the Director and the
Corporation.
(b) ADJUSTMENT FOR EARNINGS OR LOSSES. The amount in the Director's
Deferred Cash Compensation Account shall be adjusted to reflect net earnings,
gains or losses in accordance with the provisions of the Hershey Foods
Corporation Deferred Compensation Plan relating to Investment Credits and
Investment Options. The adjustment for earnings, gains or losses shall be equal
to the amount determined under (1) below as follows:
(1) DEEMED INVESTMENT OPTIONS. The total amount determined by
multiplying the rate earned (positive or negative) by each fund available
(taking into account earnings distributed and share appreciation (gains)
or depreciation (losses) on the value of shares of the fund) for the
applicable period by the portion of the balance in the Director's
Deferred Cash Compensation Account as of the end of each such period,
respectively, which is deemed to be invested in such fund pursuant to
paragraph (2) below. Subject to elimination, modification or addition by
the Board, the funds available for the Director's election of deemed
investments pursuant to paragraph (2) below shall be the funds available
(excluding Common Stock) under the Investment Options of the Hershey
Foods Corporation Deferred Compensation Plan.
(2) DEEMED INVESTMENT ELECTIONS.
(A) The Director shall designate, on a form prescribed by
the Corporation, the percentage of the deferred Director Fees
that are to be deemed to be invested in the available funds under
paragraph (1) above. Said designation shall be effective on a
date specified by the Board and remain in effect and apply to all
subsequent deferred Director Fees until changed as provided
below.
(B) A Director may elect to change, on a calendar year
basis (or on such other basis as permitted from time to time by
the Board), the deemed investment election under paragraph (A)
above with respect to future deferred Director Fees among one or
more of the options then available by written notice to the
Secretary of the Corporation, on a form prescribed by the
Corporation (or by voice or other form of notice permitted by the
Corporation), at least 10 days before the first day of the
calendar year for which the change is to be effective, with such
change to be effective for Director Fees credited to the Deferred
Cash Compensation Account on and after
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the effective date of the change.
(C) A Director may elect to reallocate the balance of his
Deferred Cash Compensation Account, subject to limitations
imposed by the Board, on a calendar year basis, among the deemed
investment options then available. A Director may make such an
election by written notice to the Secretary of the Corporation,
on a form prescribed by the Corporation (or by voice or other
form of notice permitted by the Corporation), at least 10 days
before the first day of the calendar year for which the transfer
election is to be effective, with such transfer to be based on
the value of the Deferred Cash Compensation Account on the last
day of the calendar year preceding the effective date of the
transfer election.
(D) The election of deemed investments among the options
provided above shall be the sole responsibility of each Director.
The Corporation and Board members are not authorized to make any
recommendation to any Director with respect to such election.
Each Director assumes all risk connected with any adjustment to
the value of his Deferred Cash Compensation Account. Neither the
Board nor the Corporation in any way guarantees against loss or
depreciation.
(E) All payments from the Plan shall be made pro-rata from
the portion of the Director's Deferred Cash Compensation Account
which is deemed to be invested in such funds as may be available
from time to time for deemed investment elections under the Plan.
(F) The Corporation shall not be required or obligated to
invest any amounts in the funds provided as deemed investment
options, and such funds shall be used solely to measure
investment performance. Further, the Corporation shall not be
precluded from providing for its liabilities hereunder by
investing in such funds or in any other investments deemed to be
appropriate by the Board.
(c) MANNER OF PAYMENT. The balance of a Director's Deferred Cash
Compensation Account will be paid to the Director or, in the event of the
Director's death, to the Director's designated beneficiary, in accordance with
the Cash Deferral Election. A Director may elect at the time of filing the
Notice of Election for a Cash Deferral Election to receive payment of the
Director Fees in annual installments rather than a lump sum, provided that the
payment period for installment payments shall not exceed ten years following the
Payment Commencement Date, as described in Section 7 hereof. The amount of any
installment shall be determined by multiplying (i) the balance in the Director's
Deferred Cash Compensation Account on the date of such installment by (ii) a
fraction, the numerator of which is one and the denominator of which is the
number of remaining unpaid installments (including the installment payment then
being determined). The balance of the Deferred Cash Compensation Account shall
be appropriately reduced on the date of payment to the Director or the
Director's designated beneficiary to reflect the installment payment made
hereunder. Amounts held pending distribution pursuant to this Section 5(c) shall
continue to be credited with the earnings, gains or losses as described in
Section 5(b) hereof.
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DEFERRED STOCK COMPENSATION ACCOUNT
(a) GENERAL. The amount of any Director Fees deferred in accordance with
a Stock Deferral Election shall be credited to a deferred stock compensation
account maintained by the Corporation in the name of the Director (a "Deferred
Stock Compensation Account"). A separate Deferred Stock Compensation Account
shall be maintained for each calendar year for which a Director has elected a
different number of payment installments or as otherwise determined by the
Board. On each date on which Director Fees are otherwise payable and a Stock
Deferral Election is effective for a Director, the Director's Deferred Stock
Compensation Account for that calendar year shall be credited with a number of
full and fractional Deferred Stock Units ("DSUs") equal to the cash amount of
the Director Fees payable divided by the Fair Market Value of one share of the
Common Stock, as defined in Section 12 hereof, on the date on which such
Director Fees are payable. If a dividend or distribution is paid on the Common
Stock in cash or property other than Common Stock, on the date of payment of the
dividend or distribution to holders of the Common Stock each Deferred Stock
Compensation Account shall be credited with a number of full and fractional DSUs
equal to the number of full and fractional DSUs credited to such Account on the
date fixed for determining the stockholders entitled to receive such dividend or
distribution times the amount of the dividend or distribution paid per share of
Common Stock divided by the Fair Market Value of one share of Common Stock, as
defined in Section 12 hereof, on the date on which the dividend or distribution
is paid. If the dividend or distribution is paid in property, the amount of the
dividend or distribution shall equal the fair market value of the property on
the date on which the dividend or distribution is paid. The Deferred Stock
Compensation Account of a Director shall be charged on the date of distribution
with any distribution of shares of Common Stock made to the Director from such
Account pursuant to Section 6(c) hereof.
(b) ADJUSTMENT AND SUBSTITUTION. The number of DSUs credited to each
Deferred Stock Compensation Account shall be proportionately adjusted to reflect
any dividend or other distribution on the outstanding Common Stock payable in
shares of Common Stock or any split or consolidation of the outstanding shares
of Common Stock. If the outstanding Common Stock shall, in whole or in part, be
changed into or exchangeable for a different class or classes of securities of
the Corporation or securities of another corporation or cash or property other
than Common Stock, whether through reorganization, reclassification,
recapitalization, merger, consolidation or otherwise, the Board shall adopt such
amendments to the Plan as it deems necessary to carry out the purposes of the
Plan, including the continuing deferral of any amount of any Deferred Stock
Compensation Account.
(c) MANNER OF PAYMENT. The balance of a Director's Deferred Stock
Compensation Account will be paid in shares of Common Stock to the Director or,
in the event of the Director's death, to the Director's designated beneficiary,
in accordance with the Stock Deferral Election. A Director may elect at the time
of filing of the Notice of Election for a Stock Deferral Election to receive
payment of the shares of Common Stock credited to the Director's Deferred Stock
Compensation Account in annual installments rather than a lump sum, provided
that the payment period for installment payments shall not exceed ten years
following the Payment Commencement
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Date as described in Section 7 hereof. The number of shares of Common Stock
distributed in each installment shall be determined by multiplying (i) the
number of DSUs credited to such Director's Deferred Stock Compensation Account
on the date of payment of such installment, by (ii) a fraction, the numerator of
which is one and the denominator of which is the number of remaining unpaid
installments (including the installment payment then being determined) and by
rounding such result down to the nearest whole number of shares. The balance of
the number of DSUs credited to such Director's Deferred Stock Compensation
Account shall be appropriately reduced in accordance with this Section 6(c) to
reflect the installment payments made hereunder. DSUs remaining in a Deferred
Stock Compensation Account pending distribution of shares of Common Stock
pursuant to this Section 6(c) shall continue to be credited with respect to
dividends or distributions paid on the Common Stock pursuant to Section 6(a)
hereof and shall be subject to adjustment pursuant to Section 6(b) hereof. If a
lump sum payment or the final installment payment hereunder would result in the
issuance of a fractional share of Common Stock, such fractional share shall not
be issued and cash in lieu of such fractional share shall be paid to the
Director based on the Fair Market Value of a share of Common Stock, as defined
in Section 12 hereof, on the date immediately preceding the date of such
payment. The Corporation shall issue share certificates to the Director, or the
Director's designated beneficiary, for the shares of Common Stock distributed
hereunder, or if requested in writing by the Director and permitted under such
plan, the shares to be distributed shall be added to the Director's account
under the Corporation's Automatic Dividend Reinvestment Plan. As of the date on
which the Director is entitled to receive payment of shares of Common Stock, a
Director shall be a stockholder of the Corporation with respect to such shares.
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PAYMENT COMMENCEMENT DATE
Payment of amounts in a Restricted Stock Unit Account (if vested),
Deferred Cash Compensation Account or a Deferred Stock Compensation Account
shall commence on the first business day next succeeding the 89th day following
the day on which the Director ceases to be a member of the Board for any reason,
including death or disability. Pursuant to procedures substantially similar to
those contemplated under section 2.1.3 of the EBPP as in effect on the date
hereof, the Committee on Directors and Corporate Governance of the Board may
provide for the accelerated payment of Deferred Cash Compensation Accounts and
Deferred Stock Compensation Accounts in one lump sum in connection with a Change
in Control notwithstanding any other payment options previously selected by a
Director under his or her Cash Deferral Elections and Stock Deferral Elections.
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BENEFICIARY DESIGNATION
A Director may designate, in the Beneficiary Designation form prescribed
by the Corporation, any person to whom payments of cash or shares of Common
Stock are to be made if
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the Director dies before receiving payment of all amounts due hereunder. A
beneficiary designation will be effective only after the signed beneficiary
designation form is filed with the Secretary of the Corporation while the
Director is alive and will cancel all beneficiary designations signed and filed
earlier. If the Director fails to designate a beneficiary, or if all designated
beneficiaries of the Director die before the Director or before complete payment
of all amounts due hereunder, any remaining unpaid amounts shall be paid in one
lump sum to the estate of the last to die of the Director or the Director's
designated beneficiaries, if any.
9
NON-ALIENABILITY OF BENEFITS
Neither the Director nor any beneficiary designated by the Director shall
have the right to, directly or indirectly, alienate, assign, transfer, pledge,
anticipate or encumber (except by reason of death) any amount that is or may be
payable hereunder, nor shall any such amount be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Director or the Director's designated
beneficiary or to the debts, contracts, liabilities, engagements, or torts of
any Director or designated beneficiary, or transfer by operation of law in the
event of bankruptcy or insolvency of the Director or any beneficiary, or any
legal process.
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NATURE OF ACCOUNTS
Any Restricted Stock Unit Account, Deferred Cash Compensation Account or
Deferred Stock Compensation Account shall be established and maintained only on
the books and records of the Corporation, and no assets or funds of the
Corporation or the Plan or shares of Common Stock of the Corporation shall be
removed from the claims of the Corporation's general or judgment creditors or
otherwise made available until such amounts are actually payable to Directors or
their designated beneficiaries as provided herein. The Plan constitutes a mere
promise by the Corporation to make payments in the future. The Directors and
their designated beneficiaries shall have the status of, and their rights to
receive a payment of cash or shares of Common Stock under the Plan shall be no
greater than the rights of, general unsecured creditors of the Corporation. No
person shall be entitled to any voting rights with respect to shares credited to
any RSU or Deferred Stock Compensation Account which is not yet payable to a
Director or the Director's designated beneficiary. The Corporation shall not be
obligated under any circumstance to fund its financial obligations under the
Plan, and the Plan is intended to constitute an unfunded plan for tax purposes.
However, the Corporation may, in its discretion, set aside funds in a trust or
other vehicle, subject to the claims of its creditors, in order to assist it in
meeting its obligations under the Plan, if such arrangement will not cause the
Plan to be considered a funded deferred compensation plan under the Internal
Revenue Code of 1986, as amended.
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ADMINISTRATION OF PLAN; HARDSHIP WITHDRAWAL
Full power and authority to construe, interpret, and administer the Plan
shall be vested in the Board. Decisions of the Board shall be final, conclusive,
and binding upon all parties. Notwithstanding the terms of a Cash Deferral
Election or a Stock Deferral Election made by a Director hereunder, the Board
may, in its sole discretion, permit the withdrawal of amounts credited to a
Deferred Cash Compensation Account or shares credited to a Deferred Stock
Compensation Account with respect to Director Fees previously payable, or permit
the early vesting and payment of RSUs previously awarded, upon the request of a
Director or the Director's representative, or following the death of a Director
upon the request of a Director's beneficiary or such beneficiary's
representative, if the Board determines that the Director or the Director's
beneficiary, as the case may be, is confronted with an unforeseeable emergency.
For this purpose, an unforeseeable emergency is an unanticipated emergency
caused by an event that is beyond the control of the Director or the Director's
beneficiary and that would result in severe financial hardship to the Director
or the Director's beneficiary if an early hardship withdrawal were not
permitted. The Director or the Director's beneficiary shall provide to the Board
such evidence as the Board, in its discretion, may require to demonstrate that
such emergency exists and financial hardship would occur if the withdrawal were
not permitted. The withdrawal shall be limited to the amount or to the number of
shares, as the case may be, necessary to meet the emergency. For purposes of the
Plan, a hardship shall be considered to constitute an immediate and unforeseen
financial hardship if the Director has an unexpected need for cash to pay for
expenses incurred by the Director or a member of the Director's immediate family
(spouse and/or natural or adopted children) such as those arising from illness,
casualty loss, or death. Cash needs arising from foreseeable events, such as the
purchase or building of a house or education expenses, will not be considered to
be the result of an unforeseeable financial emergency. Payment shall be made as
soon as practicable after the Board approves the payment and determines the
amount of the payment or number of shares which shall be withdrawn. In the case
of a hardship withdrawal from the Deferred Cash Compensation Account or Deferred
Stock Compensation Account, payment shall be made in a single lump sum from the
portion of the Deferred Cash Compensation Account or Deferred Stock Compensation
Account, as applicable, with the largest number and in reverse order of
installment payments, in each case in accordance with Section 5(b)(2)(E) if the
distribution is from the Deferred Cash Compensation Account. No Director shall
participate in any decision of the Board regarding such Director's request for a
withdrawal under this Section 11.
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FAIR MARKET VALUE
Fair Market Value of the Common Stock ("Fair Market Value") shall be the
average of the closing price for all trading dates for the applicable period
covered by a payment. The applicable period for a quarterly payment or credit
shall be the three calendar months immediately preceding
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the calendar month during which the day on which the payment or credit is being
made. The applicable period for a payment relating to a period other than a
quarter shall be determined under similar principles. The closing price of the
Common Stock for each day within the applicable period shall be as quoted in THE
WALL STREET JOURNAL (or in such other reliable publication as the Board or its
delegate, in its discretion, may determine to rely upon).
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SECURITIES LAWS; ISSUANCE OF SHARES
The obligation of the Corporation to issue RSUs or issue or credit shares
of Common Stock under the Plan shall be subject to (i) the effectiveness of a
registration statement under the Securities Act of 1933, as amended, with
respect to such shares, if deemed necessary or appropriate by counsel for the
Corporation, (ii) the condition that the shares shall have been listed (or
authorized for listing upon official notice of issuance) upon each stock
exchange, if any, on which the Common Stock shares may then be listed and (iii)
all other applicable laws, regulations, rules and orders which may then be in
effect. If, on the date on which any shares of Common Stock would be issued or
DSUs credited to a Deferred Stock Compensation Account, sufficient shares of
Common Stock are not available under the Plan or the Corporation is not
obligated to issue shares pursuant to this Section 13, then no shares of Common
Stock shall be issued or DSUs credited but rather, in the case of Common Stock
to be issued currently, cash shall be paid in payment of the Director Fees
payable, and in the case of a Deferred Stock Compensation Account, Director Fees
and dividends which would otherwise have been credited in DSUs shall be credited
in cash to a Deferred Cash Compensation Account in the name of the Director. The
Board shall adopt appropriate rules and regulations to carry out the intent of
the immediately preceding sentence if the need for such rules and regulations
arises.
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GOVERNING LAW
The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the State of Delaware.
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EFFECTIVE DATE; AMENDMENT AND TERMINATION
The Plan was adopted by the Board on December 4, 1996, and became
effective as of January 1, 1997. The Plan was amended and restated effective
October 2, 2001 and December 3, 2002. The Board may amend or terminate the Plan
at any time, provided that no such amendment or termination shall adversely
affect rights with respect to amounts or shares then credited to any Deferred
Cash Compensation Account or Deferred Stock Compensation Account.
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AUTHORIZED SHARES
An aggregate of 150,000 shares of Common Stock is authorized for
issuance hereunder.
HERSHEY FOODS CORPORATION
By: /s/ Masrcella K. Arline
--------------------------
Marcella K. Arline,
Senior Vice President, Human Resources and
Corporate Affairs