PRICING AGREEMENT

Exhibit 1.1

EXECUTION VERSION

PRICING AGREEMENT

Merrill Lynch, Pierce, Fenner & Smith

UBS Securities LLC

J.P. Morgan Securities LLC

As Representatives of the several

      Underwriters named in Schedule I hereto

c/o Merrill Lynch, Pierce, Fenner & Smith

December 8, 2010

Ladies and Gentlemen:

The Hershey Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated December 8, 2010 (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”).

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the Applicable Time as set forth in Schedule II to this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the Applicable Time in relation to the Prospectus relating to the Designated Securities. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

The Prospectus (including a prospectus supplement relating to the Designated Securities), in all material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereto, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

[Signature pages to follow]

2

Accepted as of the date hereof:

Merrill Lynch, Pierce, Fenner & Smith

For themselves and as Representatives

of the several Underwriters named in Schedule I hereto

SCHEDULE I

SCHEDULE I – Page 1

SCHEDULE II

Title of Designated Securities:

4.125% Notes due December 1, 2020 (“Designated Securities”)

Aggregate Principal Amount:

Price to Public:

Purchase Price to Underwriters:

Indenture:

Maturity:

SCHEDULE II – Page 1

Interest Rate:

Interest Payment Dates:

Interest Payment Record Dates:

Redemption Provisions:

Reinvestment Rate Spread for Make Whole Amount:

Change of Control Offer:

Sinking Fund Provisions:

Other Provisions:

Time of Delivery:

Closing Location:

SCHEDULE II – Page 2

Names and addresses of Representatives:

  Incorporated.

Address for Notices:

  Incorporated.

Applicable Time:

SCHEDULE II – Page 3

SCHEDULE III(a)

SCHEDULE III(a) – Page 1

SCHEDULE III(b)

FINAL TERM SHEET

Dated December 8, 2010

THE HERSHEY COMPANY

$350,000,000 4.125% NOTES DUE DECEMBER 1, 2020

The offer and sale of the Securities to which this final term sheet relates have been registered by The Hershey Company by means of a registration statement on Form S-3 (SEC File No. 333-159246).

SCHEDULE III(b) – Page 1

CAPITALIZATION

The following table sets forth our capitalization as of October 3, 2010 and as adjusted to reflect the issuance of the Notes and application of the net proceeds of this offering as described under “Use of Proceeds.” For further discussion of our capitalization, see our Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2010, incorporated by reference herein.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at ###-###-####, UBS Securities LLC toll free at ###-###-####-3884 or J.P. Morgan Securities LLC collect at ###-###-####.

SCHEDULE III(b) – Page 2