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CHARTER OF THE

FINANCE AND RISK MANAGEMENT COMMITTEE

OF THE BOARD OF DIRECTORS

I. PURPOSE OF COMMITTEE

The purpose of the Finance and Risk Management Committee (the Committee) of theBoard of Directors (the Board) of The Hershey Company (the Company) is to assistthe Board in fulfilling its oversight responsibilities relating to the Companys managementof its assets, liabilities and risks.

II. COMMITTEE MEMBERSHIP

The Committee shall consist solely of three or more members of the Board, each ofwhom the Board has determined has no material relationship with the Company andeach of whom is otherwise independent under the rules of the New York StockExchange, Inc. and the Companys Corporate Governance Guidelines (the Governance

Guidelines).

Members and the chairperson shall be appointed by the Board as set forth in theGovernance Guidelines.

III. COMMITTEE OPERATIONS

The Committee shall meet in person or telephonically as frequently as required at a timeand place determined by the Committee chairperson, with further meetings to occur, oractions to be taken by written consent, when deemed necessary or desirable by theCommittee or its chairperson.

IV. COMMITTEE DUTIES AND RESPONSIBILITIES

The following are the duties and responsibilities of the Committee:

1. Review and recommend to the Board any changes regarding the capital structure ofthe Company, including the issuance of common and preferred equity or hybridsecurities, share repurchases, stock splits, dividends and the issuance or calling ofdebt instruments;

2. Review and recommend to the Board the Companys annual capital plan, andreview, assess and approve, or recommend to the Board for approval as appropriate,individual capital projects over $5 million in accordance with guidelines established

for the Committee by the Board;

3. Review and recommend to the Board any business acquisitions and/or dispositionsof assets in excess of $10 million;

4. Within guidelines established by the Board, review and approve, or review andrecommend to the Board for approval, as appropriate, significant proposed offbalance sheet transactions;

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5. Review the Companys corporate insurance program at least annually;

6. Develop, review at least annually and recommend to the Board policies andprocedures governing the use of financial instruments, including derivativeinstruments;

7. Review at least annually and recommend to the Board the Companys principalcommercial and investment banking relationships, including banking and treasuryauthorizations, and the material terms of the Companys credit facilities andcommercial paper programs;

8. Review the Companys annual budget and monitor performance against operationalplans and report to the Board on these matters at least annually;

9. Review at least annually and recommend to the Board the Companys credit ratingsstrategy and assist management with the nature of managements communicationswith the rating agencies;

10. Review and oversee the development, implementation and execution bymanagement of the Company of a comprehensive risk management programcontaining policies and procedures for identifying, controlling, mitigating oreliminating operational, financial, strategic, compliance and other risks andguidelines regarding the Companys tolerance for risk;

11. In consultation with the Audit Committee of the Board, discuss at least annually theguidelines and policies governing the process by which senior management of theCompany and relevant departments of the Company assess and manage theCompanys exposure to risk;

12. Discharge the Boards general oversight responsibilities under the Employee

Retirement Income Security Act of 1974 (ERISA) by reviewing and monitoring thefinancial and investment aspects of the performance of fiduciaries (including theCompanys Employee Benefits Committee) of the Companys U.S. qualified pensionbenefit plans (Plans). In this general oversight capacity, however, the Committeeshall not perform duties or functions in respect of the Plans that would result in theCommittee acting as a fiduciary with respect to the Plans under ERISA, and theCommittee shall have no power to supervise or direct on behalf of the Company orthe Plans the activities and responsibilities of ERISA fiduciaries;

13. Review the Companys overall tax strategy;

14. Conduct post-acquisition reviews and major capital expenditures reviews over $5

million;

15. Review the organization and staffing of the Companys risk management function;and

16. Prepare and issue the evaluation required under Performance Evaluation belowand execute any other duties or responsibilities expressly delegated to theCommittee by the Board from time to time.

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V. DELEGATION TO SUBCOMMITTEE

The Committee may, in its discretion, delegate all or a portion of its duties andresponsibilities to a subcommittee of the Committee.

VI. PERFORMANCE EVALUATION

The Committee shall produce and provide to the Board an annual performanceevaluation of the Committee, which evaluation shall compare the performance of theCommittee with the requirements of this charter. The performance evaluation shall alsorecommend to the Board any improvements to the Committees charter deemednecessary or desirable by the Committee. The performance evaluation by theCommittee shall be conducted in such manner as the Committee deems appropriate.The report to the Board may take the form of an oral report by the chairperson of theCommittee or any other member of the Committee designated by the Committee tomake this report.

VII. RESOURCES AND AUTHORITY OF THE COMMITTEE

The Committee shall have the resources and authority appropriate to discharge itsduties and responsibilities, including the authority to select, retain, terminate, andapprove the fees and other retention terms of special counsel or other experts orconsultants, as it deems appropriate, without seeking approval of the Board ormanagement. The Company shall provide for appropriate funding, as determined by theCommittee, for payment to such third parties and for administrative expenses that arenecessary or appropriate for the Committee in carrying out its duties.