EXHIBIT 10.28

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

This Amendment to the Change in Control Agreement between Tootsie Roll Industries, Inc., a Virginia corporation (the “Company”), and                                 (the “Executive”), dated                                     (the “Agreement”), is entered into on December     , 2008.

WHEREAS, changes to the Agreement are required in order for the Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, the following provisions of the Agreement hereby are amended as set forth herein.

PART III   Section 1(d)(2) is amended by deleting the words “election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act,” and substituting the following words therefor:

“solicitation by a Person other than the Board or the Gordon Family for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors”.

PART IV   Section 1(d)(3) is amended by deleting the words “approval by the shareholders of the Company” and substituting the word “consummation” therefore.

PART V   Section 1(d)(4) is amended by deleting the words “approval by the shareholders of the Company of (i) a plan of complete liquidation or dissolution of the Company or (ii)” and substituting the words “consummation of” therefor.

PART VI   Section 1(d) is amended by adding the following words at the end thereof (immediately following Section 1(d)(4)):

“; provided, however, that no such transaction or event shall constitute a Change in Control unless it is also a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)”.

PART VII   Section 1(f) is amended to read in its entirety as follows:

“(f)          “Date of Termination” means the date on which the Executive separates from service, within the meaning of Section 409A of the Code.”

PART VIII   Section 3(a) is amended by deleting the words “within 30 days following the Date of Termination” from the introductory portion thereof and adding the following words at the end thereof (immediately following Section 3(a)(2)):

“The amounts payable to the Executive pursuant to this Section 3(a) shall be paid within 30 days following the Date of Termination, except as otherwise provided in Section 15.”

PART IX   Section 3(a)(1) is amended by deleting the words “compensation previously deferred by the Executive (together with any interest and earnings thereon) and any” immediately preceding the words “accrued vacation pay,” and by deleting the words “in each case” immediately following the words “accrued vacation pay,”.

PART X   Section 3(b)(1) is amended to read in its entirety as follows:

ITEM 10.                “(b)         (1)  In addition to the payments to be made pursuant to paragraph (a) of this Section 3, if on the Date of Termination the Executive shall not be fully vested in his accrued benefits under the Pension Plan, the Excess Benefit Plan or the Profit Sharing Plan, the Company shall pay to the Executive (i) a lump sum cash amount equal to his unvested accrued benefits under the Pension Plan and the Profit Sharing Plan as of such date, payable within 30 days after the Date of Termination, and (ii) an amount equal to his unvested accrued benefit under the Excess Benefit Plan, payable at the time and in the form provided under the terms of the Excess Benefit Plan and any applicable payment election thereunder.”

PART XI   Section 3(b)(2) is amended by deleting the words “within 30 days following the Date of Termination” immediately following the words “shall pay to the Executive” and adding the following sentence at the end thereof:

“The amount payable to the Executive pursuant to this Section 3(b)(2) shall be paid within 30 days following the Date of Termination, except as otherwise provided in Section 15.”

PART XII   Section 3(c) is amended by deleting the words “compensation previously deferred by the Executive (together with any interest and earnings thereon) and any” immediately preceding the words “accrued vacation pay,” and by deleting the words “in each case” immediately following the words “accrued vacation pay,”.

PART XIII   A new Section 3(d) is added to read as follows:

ITEM 11.                “(d)         If during the Termination Period the employment of the Executive shall terminate, whether or not by reason of a Nonqualifying Termination, the Company shall pay to the Executive any compensation previously deferred by the Executive (together with any interest and earnings thereon) in accordance with the terms of the plans pursuant to which such compensation was deferred.”

PART XIV   Section 4(a) is amended by deleting the words “Internal Revenue Code of 1986, as amended (the “Code”)” and substituting the word “Code” therefor.

PART XV   The fourth sentence of Section 4(b) is amended by adding the following words at the end thereof:

“, but in no event later than the last day of the calendar year following the calendar year in which the related tax is remitted to the Internal Revenue Service.”

PART XVI   Section 6 is amended by adding the words “and in accordance with Section 15,” immediately following the words “on a current basis,” and by adding “U.S.” immediately preceding the words “Prime Rate.”

PART XVII   The second and third sentences of Section 11(b) are amended to read in their entirety as follows:

“Failure of the Company to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and (i) if such merger, consolidation or transfer is a “change in control event,” within the meaning of Section 409A of the Code, or (ii) the Executive terminates employment for Good Reason, the Executive shall be entitled to compensation and other benefits from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive’s employment were terminated following a Change in Control other than by reason of a Nonqualifying Termination.  For purposes of implementing clause (i) of the foregoing sentence, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the Date of Termination.”

PART XVIII   Section 12(b) is amended by adding the words “be required to be given and shall” immediately preceding clause (i) thereof and by deleting the words “termination date” in clause (iii) thereof and substituting therefor the words “Date of Termination”.

PART XIX   Sections 15, 16 and 17 are renumbered as Sections 16, 17 and 18 and a new Section 15 is added to read in its entirety as follows:

“15.         Section 409A .  This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and penalties under Section 409A of the Code (“409A Penalties”).  In the event the terms of this Agreement would subject the Executive to 409A Penalties, the Company and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible.  Notwithstanding any other provision in this Agreement, if on the Date of Termination, the Executive is a “specified employee,” as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, that under the terms of this Agreement would be payable prior to the six-month anniversary of the Date of Termination, such payment shall be delayed until the earlier to occur of (a) the seven-month anniversary of the Date of Termination or (b) the date of the Executive’s death.  Any reimbursement (including any advancement) payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive within 30 days following receipt of such expense reports (or invoices), but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense.  Any amount of expenses eligible for reimbursement during a calendar year shall not

affect the amount of expenses eligible for reimbursement during any other calendar year.  The right to reimbursement pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.”

As amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Change in Control Agreement as of the date first above written.

EXHIBIT 10.29

TOOTSIE ROLL INDUSTRIES, INC.

POST-2004 SUPPLEMENTAL SAVINGS PLAN

WHEREAS, Tootsie Roll Industries, Inc., a Virginia corporation (the “Company”), maintains the Tootsie Roll Industries, Inc. Profit Sharing Plan (the “Profit Sharing Plan”) for the benefit of its employees and those of its subsidiaries;

WHEREAS, section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the amount of annual compensation that may be taken into account under the Profit Sharing Plan (the “Compensation Limit”);

WHEREAS, section 402(g) of the Code limits the contributions to a participant’s elective account under the Profit Sharing Plan (the “Dollar Limit”);

WHEREAS, section 401(k) of the Code (the “Before-Tax Contribution Limit”) may limit the amount of contributions which may be allocated to the elective accounts of certain highly compensated participants under the Profit Sharing Plan;

WHEREAS, section 415 of the Code limits the allocations to participants’ accounts under the Profit Sharing Plan (and any other Company and Employer defined contribution plans subject to section 415 of the Code) (the “Section 415 Limit”); and

WHEREAS, the Company and each Employer desire to provide benefits to “a select group of management or highly compensated employees” within the meaning of the Employee Retirement

Income Security Act of 1974, as amended (“ERISA”), equal to the contributions which, but for sections 401(a)(17), 402(g), 401(k), and 415 of the Code (collectively, the “IRS Limits”) would have been contributed to the Profit Sharing Plan.

NOW, THEREFORE, effective as of January 1, 2005 (the “Effective Date”), the Company and each Employer hereby agree as follows:

1.                                        Definitions .  All capitalized terms used herein shall have the respective meanings as set forth in the preamble to or text of this Plan or below:

(a)                                   Account .  An account established for a calendar year deferral under paragraph 3 of this Plan or a rollover from the Prior Plan under paragraph 4.

(b)                                  Administrator .  The Company.

(c)                                   Board .  The Board of Directors for the Company.

(d)                                  Change of Control .  A “Change of Control” of the Company occurs when:

(i)                                      any person, or more than one person acting as a “group” (as defined in section 1.409A-3(i)(5) of the Treasury Regulations), acquires ownership of equity securities of the Company that, together with equity securities held by such person or group, constitutes more than 50% of the total voting power of the equity securities of the Company; provided, however, that if any person or group, is considered to own more than 50% of the total voting power of the equity securities of the Company, the acquisition of additional equity securities by the same person or group will not be considered a Change of Control under this Plan.  An increase in the percentage of equity securities of the Company owned by any person or group as a result of a transaction in which the Company acquires its own equity securities in exchange for property will be treated as an acquisition of equity securities of the Company for purposes of this paragraph; or

(ii)                                   any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of the equity securities of the Company possessing 30% or more of the total voting power of the equity securities of the Company; or

(iii)                                during any period of 12 consecutive months, individuals who at the beginning of such period constituted the Board (together with (a) any new

or replacement directors whose election by the Board, or (b) whose nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office;

except that no event described in paragraph (i) or (ii) above shall constitute a Change of Control if immediately after the event Melvin J. Gordon, Ellen R. Gordon, their descendants (and spouses of such descendents) and any trusts or estates in which such persons have a beneficial interest, directly or indirectly, own equity securities of the Company that constitutes no less than 50% of the total voting power of the equity securities of the Company.

(e)                                   Compensation .  “Compensation” shall have the same meaning as that term is defined in the Profit Sharing Plan from time to time.

(f)                                     Employer .  The Company and each domestic subsidiary of the Company that is eligible to adopt and has adopted, with the Company’s consent, the Profit Sharing Plan.  The term “Employer” shall also include all persons with whom the Company and each domestic subsidiary of the Company would be considered a single employer under section 414(b) of the Code (employees of a controlled group of corporations), and all persons with whom the Company and each domestic subsidiary of the Company would be considered a single employer under section 414(c) of the Code (employees of partnerships, proprietorships, or other entities under common control).

(g)                                  Participant .  An employee of the Company or an Employer who is a participant in the Profit Sharing Plan and:

(i)                                      who serves in an executive or management capacity for the Company or an Employer at an annual salary rate of One Hundred Thousand Dollars ($100,000) or more and who has been designated by the Board or the Administrator as eligible for this Plan; and

(ii)                                   who elects to participate in this Plan for a calendar year pursuant to paragraph 2 or for whom a Rollover Account is established under paragraph 4.

(h)                                  Plan .  This Tootsie Roll Industries, Inc. Post-2004 Supplemental Savings Plan, as from time to time amended.

(i)                                      Prior Plan .  The Tootsie Roll Industries, Inc. Supplemental Savings Plan.

(j)                                      Unforeseeable Emergency .  Unforeseeable Emergency means the occurrence of a severe financial hardship to the Participant resulting from (1) an illness or accident of the Participant, or the Participant’s spouse, beneficiary, or dependent (as defined in section 152 of the Code without reference to section 152(b)(1),

(b)(2), and (d)(1)(B) of the Code), (2) the loss of property due to casualty, or (3) similar extraordinary and unforeseeable circumstances beyond the control of a Participant.  Whether an Unforeseeable Emergency has occurred shall be determined by the Board or the Administrator based on the relevant facts and circumstances of each case.

2.                                        Participant Elections .

(a)           An election to participate for a calendar year in this Plan shall be made by December 31st of the immediately preceding calendar year; provided, however, that if an employee becomes eligible to participate in this Plan during a calendar year beginning after December 31, 2004 and did not participate in the Prior Plan, then the election deadline for such year shall be extended until thirty days after such employee becomes so eligible.

(b)           Compensation earned prior to the Effective Date shall be deferred in accordance with the deferral elections made by each Participant under the Prior Plan prior to the Effective Date and shall be credited under this Plan to a Rollover Account (as defined in paragraph 4 below).

(c)           Each election to participate in the Plan for a calendar year shall authorize the Participant’s Employer to reduce the Participant’s Compensation by a whole percentage as determined by the Board or the Administrator, and such election shall apply to Compensation payable after both (1) the effective date of such election, and (2) the date on which the Participant’s Compensation is no longer reduced by reason of contributions to his or her elective account under the Profit Sharing Plan on account of IRS Limits, determined with regard to changes made in the 401(k) election of the Participant under the Profit Sharing Plan.

(i)                                      Notwithstanding any provision in paragraph (c) to the contrary, an increase in amounts deferred under this Plan that result directly from a

change to IRS Limits applicable to the Profit Sharing Plan does not constitute a deferral election under this Plan, provided in operation the result does not otherwise change the time or form of a payment under this Plan, provided , further , in operation the increase in amounts deferred under this Plan that results directly from a change to IRS Limits does not exceed the change in the amounts deferred under the Profit Sharing Plan.

(ii)                                   Notwithstanding any provision in paragraph (c) to the contrary, the following action or inaction will not constitute a deferral election under this Plan even if in operation such action or inaction directly results in an increase in amounts deferred under this Plan, provided that such action or inaction does not otherwise affect the time or form of payment under this Plan:

(1)                                   the Participant’s action or inaction under the Profit Sharing Plan with respect to elective deferrals subject to IRS Limits, including an adjustment to a deferral election under the Profit Sharing Plan, provided that for any given taxable year, the Participant’s action or inaction does not result in an increase in the amounts deferred under all nonqualified deferred compensation plans (other than amounts described in paragraph (2) below) in excess of the limit with respect to elective deferrals under sections 402(g)(1)(A), (B), and (C) of the Code as in effect for the taxable year in which such action or inaction occurs; and

(2)                                   the Participant’s action or inaction under the Profit Sharing Plan with respect to elective deferrals subject to IRS Limits, that affects the amounts that are credited under one or more nonqualified deferred compensation plans as matching amounts on such elective deferrals, provided that the total of such matching contributions, as applicable, never exceeds 100% of the matching amounts that would have been provided under the Profit Sharing Plan absent any IRS Limits.

(d)           Each Participant shall be entitled to select a date for distribution, but not later than Separation from Service, for the amount to be deferred (and any earnings thereon) for a calendar year not later than the election deadline described in paragraph 2(a) above.

3.             Accounts .  Each calendar year, there shall be established on the books of the Company and of each Employer an Account in the name and on behalf of each Participant who is an employee of the Company or such Employer, as the case may be, and who has an amount

credited to such Account during such calendar year in accordance with the following sentence. Each calendar year Account shall be credited with the amounts by which the Participant’s Compensation is reduced for such calendar year pursuant to his or her election under paragraph 2 of this Plan as of the time such Compensation would have been paid to the Participant but for such election.

4.             Rollover Account .  A Rollover Account shall be established on the books and records of the Company and of each Employer with respect to transferred amounts from the Prior Plan, which shall consist of all amounts vested after December 31, 2004.  An individual need not elect to defer amounts under this Plan in order to have a Rollover Account.  A Rollover Account shall be treated as a form of “calendar year account” except as otherwise determined by the Administrator.  A Participant may change the time of distribution for deferrals credited to the Rollover Account by election filed before January 1, 2009 (or such later date as may be allowed by the IRS in regulations, rulings or notices).  A changed distribution election described in the immediately preceding sentence cannot change payment elections for amounts the Participant would otherwise receive in 2008, nor can it cause payments to be made in 2008.

5.             Earnings on Accounts .  For bookkeeping purposes only, and pursuant to rules established by the Administrator in its sole discretion, each Participant may from time to time request that the balances in his Accounts established pursuant to paragraphs 3 and 4 of this Plan be considered to be invested in certain designated publicly traded mutual funds or other investments selected by the Administrator.  Each such request made by the Participant shall be effective until a new request is filed by him with the Administrator.  If the Participant does not make such a request, the balances credited to his Accounts shall be deemed to be invested in any fund designated by the Administrator in its sole discretion.  Although the Company or an

Employer might actually invest assets of the Company or such Employer according to the Participant’s request, it is not required to do so nor to even set aside an amount equal to such balances.  The balances in the Participant’s Accounts shall be increased by gains or decreased by the losses and expenses (including sales commissions and all fund charges) which are or would be realized or paid by the Company or Employer as if assets of the Company or Employer in an amount equal to such balances were actually invested in the funds requested by the Participant.

6.             Vesting .  Amounts credited to the Accounts of a Participant pursuant to the terms of this Plan shall be fully vested and not subject to forfeiture for any reason.

7.             Distributions .

(a)           Non-Specified Employees .  In the event a Participant is not a “Specified Employee” (defined below), the distribution of each calendar year Account and Rollover Account (if any) shall be made as elected by such Participant.

(b)           Specified Employees .  In the event a Participant is a Specified Employee, the distribution of each calendar year Account and Rollover Account (if any) shall be made:  (i) for in service distributions, on the date elected by such Participant; and (ii) for distributions on account of “Separation from Service” (defined below), in the form elected beginning six months after the date on which the Participant incurs a Separation from Service from the Company.

(c)           For purposes of this Plan, the term “Specified Employee” means any Participant who, at the time of his or her Separation from Service, is a “key employee” (within the meaning of section 416(i) of the Code) of an Employer whose stock is publicly traded on an established securities market or otherwise.  The determination as to whether a Participant is a Specified Employee shall be determined in a manner consistent with the applicable Treasury Regulations

under section 409A.  For purposes of applying the principles contained in those Treasury Regulations, the “specified employee identification date” shall be December 31 and the “specified employee effective date” shall be the first day of the fourth month following the specified employee identification date.

(d)           For purposes of this Plan, the term “Separation from Service” means the earliest date on which a Participant has incurred a “separation from service” (within the meaning of section 409A(a)(2) of the Code) with an Employer.  For purposes of the foregoing:

(i)                                      an Employee shall be considered to have incurred a separation from service with the Employer if the Employee dies, retires, or otherwise has a termination of employment.  Except as otherwise provided in the Treasury Regulations, the Employee’s employment relationship shall be treated as continuing intact while the individual is on (1) military leave, (2) sick leave, or (3) other bona fide leave of absence if the period of such leave does not exceed six months or, if longer, so long as the individual retains a right to reemployment with the Employer under an applicable statute or contract.  For purposes of this Section 7(d)(i), a leave of absence constitutes a “bona fide leave of absence” only if there is a reasonable expectation that the Employee will return to perform services for the Employer; and

(ii)                                   an Employee shall not be deemed to have incurred a termination of employment unless the facts and circumstances indicate that the Employee and the Employer reasonably anticipated that (1) no further services would be performed after a certain date, or (2) that the level of bona fide services the Employee would perform after such date would permanently decrease to a level equal to twenty percent (20%) or less of the average level of bona fide services performed over the immediately preceding thirty-six month period (or the full period of services to the Employer if the Employee has been providing services to the Service Recipient for less than thirty-six months).  An Employee will be presumed not to have incurred a separation from service where the level of bona fide services performed continues at a level that is fifty percent (50%) or more of the average level of services performed by the Employee during the immediately preceding thirty-six month period.  No presumption shall apply to a decrease in the level of bona fide services performed to a level that is more than twenty percent (20%) and less than fifty percent (50%) of the average level of bona fide services performed during the immediately preceding thirty-six month period.

(e)           Each distribution shall be based on the balance of such Account as of the last day of the month immediately preceding the distribution and shall be made in a single lump-sum or installment payments as the Participant may elect.  The distribution of a Participants Account in installments shall be made in not more than 3 consecutive annual installments.  Notwithstanding any election made by the Participant, distributions made while the Participant remains in service shall be made in a single lump sum.

(f)            If a Participant does not timely elect a date for distribution under Section 2 of this Plan, he shall be deemed to have elected to receive a distribution sixty days after the date such Participant incurs a Separation from Service, provided , however , in the event such Participant is a Specified Employee, he shall be deemed to have elected to receive a distribution six months after the date such Participant incurs a Separation from Service.

8.             Section 409A Compliance Rules .  The Administrator shall operate and administer the Plan, for purposes of applying the provisions of section 409A of the Code thereto, by adhering to the following rules:

(a)           Separate Payments .  Each separately identified amount to which the Participant is entitled under the Plan shall be treated as a “separate payment”;

(b)           Short-Term Deferral Exception .  Unless otherwise required to comply with section 409A of the Code, a payment shall not be treated as a “deferral of compensation” (as such term is described in section 1.409A-1(b) of the Treasury Regulations) if such payment is required to be paid no later than within two and one-half months after the end of the taxable year of the Employee or Employer in which the payment is no longer subject to a “substantial risk of forfeiture” (as such term is described in section 1.409A-1(d) of the Treasury Regulations); and

(c)           Separation Pay Exception .  Unless otherwise required to comply with section 409A of the Code, a payment shall not be treated as a “deferral of compensation” (defined above) if such payment satisfies the following requirements:

(i)             the payment is being paid or provided due to the Separation from Service of the Employee, provided , however , the Separation from Service was due to “involuntary termination” of the Employee by the Employer or a resignation by the Employee for “good reason” as such terms are defined under the Treasury Regulations issued under section 409A of the Code;

(ii)            the payment being paid or provided does not exceed two times the lesser of:

(1)            the Employee’s annualized Compensation from the Employer for the calendar year in which the involuntary termination of the Employee’s employment occurs; and

(2)            the Compensation Limit for the calendar year in which the involuntary termination of the Employee’s employment occurs; and

(iii)           the payment is required under the Plan to be paid no later than the last day of the second calendar year following the calendar year in which the involuntary termination of the Employee’s employment occurs.

9.             Distribution for Unforeseeable Emergency .  A Participant may request a distribution of part or all of the balances of his Account because of the occurrence of an “Unforeseeable Emergency” by submitting a written request to the Administrator and accompanying such request with evidence of the Unforeseeable Emergency.  The Administrator shall review the request and accompanying evidence and determine, in its sole discretion, whether such distribution is justified.  As a condition of and part of such request, the Participant shall provide the following written representation to the Administrator:

“The Participant understands and acknowledges that a distribution on account of an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved:

(i)                                      through reimbursement or compensation from insurance available to the Participant,

(ii)                                   by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or

(iii)                                by the cessation of deferrals under the Plan.”

The Administrator shall be entitled to request such additional information as may be reasonably required to determine whether an Unforeseeable Emergency exists and the amount of the hardship and to establish additional conditions precedent to the review or granting of a request for a withdrawal.

If the Administrator determines that an Unforeseeable Emergency exists, the Administrator shall authorize the immediate distribution of an amount required to meet the financial need created by such hardship, including any taxes payable on account of such withdrawal.

10.           Effect of Change of Control .  The Administrator may elect to terminate this Plan and distribute all Accounts to Participants, provided , however , that this Section 10 will only apply to a distribution under this Plan if all agreements, methods, programs, and other arrangements sponsored by the Company and each Employer immediately after the time of the Change of Control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under section 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the Change of Control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts

of compensation deferred under the terminated agreements, methods, programs, and other arrangements within twelve months of the date the Company and each Employer irrevocably acts to terminate and liquidate the agreements, methods, programs, and other arrangements.

11.           Changes to Date of Distribution .  The Administrator may allow a Participant to elect to change the date of payment for any calendar year Account or Rollover Account , provided that the election is made at least twelve months before the date the calendar year Account or Rollover Account was scheduled to be distributed, and defers the payment of the calendar year Account or Rollover Account for at least five years from the originally scheduled distribution date.

12.           Delay for Payment of Distribution .  The payment of benefits under the Plan may be delayed to the extent permitted without violating the requirements of section 409A of the Code or the Treasury Regulations thereunder, as follows, provided that the Administrator treats all payments to similarly situated Participants on a reasonably consistent basis:

(a)           Payments Subject to Code Section 162(m) .  A payment shall be delayed if the Employer reasonably anticipates that if the payment was made as scheduled, the Employer’s deduction with respect to such payment would not be permitted due to the application of section 162(m) of the Code.  In such an event, the payment shall be made in the first taxable year of the Employer in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment were made in that year, the deduction of such payment would not be barred by the application of section 162(m) of the Code.  For example, if the payment to a Participant will cause their compensation in the year of distribution to exceed $1,000,000, the distribution may be delayed until the first taxable year in which the tax deduction would not be limited.  In

the event this provision is subsequently removed from the Plan, the removal must be effective only with respect to amounts deferred after the Plan is amended to remove the provision;

(b)           Payments That Would Violate Federal Securities Laws or Other Applicable Law .  A payment may be delayed if the Company or an Employer reasonably anticipates that the maker of the payment would violate a Federal securities law or other applicable law.  In such an event, payment shall be made at the earliest date at which the Company or an Employer reasonably anticipates that the making of the payment would not cause such violation; or

(c)           Other Events or Conditions .  The Company and each Employer shall be entitled to add to the list of events that will result in a delay of payments under this paragraph to the extent allowed under guidance issued by the Treasury Department or Internal Revenue Service under section 409A of the Code.

13.           Beneficiaries .  If a Participant shall die while any amounts remain credited to his Accounts established on his behalf pursuant to paragraphs 3 and 4 of this Plan, such amounts shall be paid as provided in paragraph 7 of this Plan to the beneficiary or beneficiaries as the Participant may, from time to time, designate in writing delivered to the Administrator.  A Participant may revoke or change his beneficiary designation at any time in writing delivered to the Administrator.  If a Participant does not designate a beneficiary under this Plan, or if no designated beneficiary survives the Participant, the balances of his Accounts shall be paid to the person or persons entitled to his accounts under the Profit Sharing Plan (or who would be so entitled if there were then an amount remaining unpaid under the Profit Sharing Plan).

14.           Amendment and Modification .  The Board may amend or modify the Plan in its sole discretion.  The Administrator may amend the Plan, or any ancillary form or document

related to the Plan to facilitate its administration or to comply or make the Plan consistent with applicable law, including ERISA and the Code.

Any amendment or modification that reduces or otherwise adversely affects the rights of Participants in respect of amounts credited to their Accounts as of the date of such amendment or termination shall be effective only with the affected Participant’s written consent.  Notwithstanding the foregoing, consent shall not be required if the Board or the Administrator, as the case may be, reasonably determines that an amendment is necessary to avoid Federal income taxation on Accounts prior to payment or to maintain the Plan’s status as an unfunded “top hat” plan under ERISA.

15.           Termination of Plan . The Board shall have the right to terminate the Plan at any time.  Plan termination shall not reduce the amount payable to Participants.  Upon Plan termination:

(a)                                   no additional deferrals shall be credited to Accounts,

(b)                                  amounts then credited to Accounts shall continue to be increased and decreased for the earnings and losses under the accounts as set forth in paragraph 5, and

(c)                                   Plan Accounts shall be paid in accordance with the Participants’ elections.

Notwithstanding the above, the Company may elect to make a lump sum payment to all persons entitled to Plan benefits following Plan termination.  The amount to be paid shall equal the balances of the payee’s Account(s) as of the last day of the month immediately preceding the distribution.  Payment of Plan benefits can be accelerated under this paragraph 15 only if all of the conditions are satisfied:

(a)                                   all arrangements of the same type (as determined under section 409A of the Code) as the Plan are also terminated with respect to all employees who participate in the Plan,

(b)                                  no payments other than those otherwise payable under the terms of the Plan absent a termination of the Plan are made within twelve months of the Board vote to terminate the Plan,

(c)                                   all payments on account of Plan termination under this paragraph 15 are made within twenty-four months of the Board vote to terminate the Plan, and

(d)                                  the Company or an Employer does not adopt a new arrangement that would be aggregated with the Plan under section 409A at any time during the five years following the Board vote to terminate the Plan.

16.           Section 409A . The Plan is intended to comply and shall be interpreted and construed in a manner consistent with the provisions of section 409A of the Code.  Any Plan provision that would cause amounts allocated to an Account to be subject to Federal income tax prior to payment shall be void as of the Effective Date without the necessity of further action by the Board or the Administrator.

There shall be no acceleration of the time or schedule of any payment under the Plan except as permitted under section 409A.  Distributions shall not be made to an employee while employed by the Company except as provided under a timely and properly filed election (in accordance with paragraph 7), an Unforeseeable Emergency (but only to the extent permitted under paragraph 8), a Change of Control (but only to the extent allowed under paragraph 10), the Plan’s termination (but only to the extent permitted under paragraph 15).

There shall be no subsequent deferral of the time or schedule of any payment under the Plan except as allowed under paragraphs 11 and 12.

All references to section 409A of the Code in the Plan shall also refer to Notice 2005-1 (as applicable to periods prior to January 1, 2008) and the final Treasury Regulations (as applicable to periods after January 1, 2008).  The provisions of the Plan shall not apply to the Prior Plan or constitute a material modification of the Prior Plan.

17.           Application of ERISA .  The Plan is intended to be an unfunded deferred compensation arrangement for the benefit of a select group of management and highly compensated employees of the Company and its Affiliates, within the meaning of ERISA.  As such, the Plan is intended to be a “top hat” plan exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA.  Any obligation of the Company or the Employers to pay benefits hereunder shall be deemed to be an unsecured promise, and any right of a Participant or beneficiary to enforce such obligation shall be solely as a general creditor of the Company.  Any payments hereunder shall be made out of the general assets of the Company and the Employers.

18.           Administration . The Administrator shall be charged with the administration of this Plan.  The Administrator shall have discretionary authority to take any and all actions it deems necessary, appropriate to administer the Plan, including the following:

(a)                                   interpret Plan provisions, including, without limitation, correcting any defect, supplying any omission or reconciling any inconsistency in the Plan,

(b)                                  determine all questions arising under the Plan including, without limitation, all questions concerning administration, eligibility, benefit amounts, timing of payments and the interpretation of any form or other document related to the Plan,

(c)                                   prescribe, amend and rescind rules and administrative procedures relating to the operation of the Plan, and

(d)                                  engage the services of independent professionals and administrative personnel as it deems necessary to administer the Plan.

Any determination or interpretation by the Administrator shall be binding on all parties and need not be uniform as to all interested parties.

19.           Nonassignment of Benefits . It shall be a condition of the payment of benefits under this Plan that neither such benefits nor any portion thereof shall be assigned, alienated or transferred to any person voluntarily or by operation of any law, including any assignment,

division or awarding of property under state domestic relations law (including community property law). If any person shall endeavor or purport to make any such assignment, alienation or transfer, the amount otherwise provided hereunder which is the subject of such assignment, alienation or transfer shall cease to be payable to any person.

20.           No Guaranty of Employment . Nothing contained in this Plan shall be construed as a contract of employment between the Company or any Employer and any employee or as conferring a right on any employee to be contained in the employment of the Company or any Employer.

21.           FICA Taxes .  For each calendar year in which a Participant’s compensation is reduced pursuant to this Plan, the Company or his Employer shall withhold from the Participant’s compensation the taxes imposed upon the Participant pursuant to section 3121 of the Code in respect of the amount by which the Participant’s Compensation is reduced.

22.           Successors and Assigns . The provisions of this Plan shall bind and inure to the benefit of the Company and each Employer and their successors and assigns, as well as each Participant and his beneficiaries and successors.

IN WITNESS WHEREOF, Tootsie Roll Industries, Inc. has caused this instrument to be executed in its name and its corporate seal to be hereunder affixed on this       day of                 , 2008.

EXHIBIT 10.30

TOOTSIE ROLL INDUSTRIES, INC.
POST 2004-EXCESS BENEFIT PLAN

WHEREAS, the Tootsie Roll Industries, Inc. Employees’ Pension Plan (the “Pension Plan”) and the Tootsie Roll Industries, Inc. Profit Sharing Plan, the Charms Employees’ Retirement & Savings Plan, and the Cambridge Brands, Inc. Retirement & Savings Plan (collectively, the “Profit Sharing Plans”) were established for the benefit of employees of Tootsie Roll Industries, Inc., a Virginia corporation, (the “Company”) and certain related employers (the “Employers”);

WHEREAS, the Internal Revenue Code of 1986, as amended (the “Code”) requires that contributions under the Pension Plan and the Profit Sharing Plans be limited in certain respects, and accordingly, such Plans (1) impose, pursuant to section 415 of the Code (the “Section 415 limitation”), limitations on the maximum amount which can be allocated to a participant’s accounts under such Plans for any plan year, and (2) impose, pursuant to Section 401(a)(17) of the Code (the “Section 401(a)(17) Limitation”) limitations on the amount of compensation of any employee taken into account under such Plans for any plan year;

WHEREAS, the Company adopted effective January 1, 1989 and continues to maintain the Tootsie Roll Industries, Inc. Excess Benefit Plan (the “Excess Benefit Plan”) for the purpose of providing for the benefit of employees of the Company and the Employers the amounts which would have been allocated to the employee’s accounts under the Pension Plan and the Profit Sharing Plans but for the application of various Code limitations.

WHEREAS, the Company desires to adopt the Tootsie Roll Industries, Inc. Post 2004-Excess Benefit Plan (the “Plan”) to provide benefits similar to the Excess Benefit Plan and to comply with the requirements of Section 409A of the Code for calendar years beginning January 1, 2005.

NOW, THEREFORE, the Company adopts the Plan, effective as of January 1, 2005, as follows:

1.             There shall be established on the books of the Company and each participating Employer an account in the name and on behalf of each employee thereof who is a participant in the Pension Plan and who, for any plan year (as defined in the Pension Plan) beginning after December 31, 2004 would have been entitled to allocations to his account under the Pension Plan in an amount (an “excess amount”) in excess of the amount allowed under (a) the Section 415 limitation, and (b) the Section 401(a)(17) limitation but for the application of such Sections (and the related rules and regulations of the Internal Revenue Service).  In addition, Pension Plan amounts allocated under the Excess Benefit Plan that were not vested as of December 31, 2004 shall be credited to this account.

2.             There shall be established on the books of the Company and each participating Employer an account in the name and on behalf of each employee thereof who is a participant in any of the Profit Sharing Plans and who, for any plan year (as defined in the Profit Sharing Plans) beginning after December 31, 2004 would have been entitled to allocations to his accounts under a Profit Sharing Plan in an amount (an “excess amount”) in excess of the amount allowed under (a) the Section 415 limitation, and (b) the Section 401(a)(17) limitation, but for the application of such Sections (and the related rules and regulations of the Internal Revenue Service).  In addition, Profit Sharing Plan amounts allocated under the Excess Benefit Plan that were not vested as of December 31, 2004 shall be credited to this account.

3.             For bookkeeping purposes only, and pursuant to rules established by the Administrator, appointed pursuant to Section 2.4 of the Tootsie Roll Industries, Inc. Profit Sharing Plan (the “Administrator”), in its sole discretion, each employee may from time to time request that his account balances established pursuant to paragraphs 1 and 2 of this Plan be considered to be invested in certain designated publicly traded mutual funds and other investments selected by the Administrator.  Each such request made by the employee shall be effective until a new request is filed by him with the Administrator. If the employee does not make such a request, amounts credited to his account balance shall be deemed to be invested in any fund designated by the Administrator in its sole discretion. Although the Company or an Employer might actually invest assets of the Company or such Employer according to an employee’s request, it is not required to do so nor to even set aside an amount equal to such account balances.  The employee’s account balance shall be increased by gains or decreased by the losses and expenses (including sales commissions and all fund charges) which are or would be realized or paid by the Company or Employer as if assets of the Company or Employer in an amount equal to the employee’s account balances were actually invested in the funds requested by the employee.

4.             All amounts credited to an employee’s accounts pursuant to the terms of this Plan shall be subject to the vesting schedule and the rules and definitions of the Pension Plan relating to vesting which are incorporated by reference herein; provided, however, any forfeiture from an employee’s account resulting from the application of such vesting schedule shall be a charge against the employee’s account and no such forfeited amount shall be used to increase benefits to other employees covered by this Plan.

5.             The distribution of an employee’s accounts under this Plan shall be made no later than 60 days after the close of the calendar year in which the participant’s employment terminates. Such distribution shall be based on the balances of his accounts as of the last day of the month immediately preceding the distribution. Such distribution shall be made in a single lump-sum payment or installment payments as the employee may elect in the manner prescribed by the Administrator.  The distribution of an employee’s accounts in installments shall be made in not more than 3 consecutive annual installments.  Each installment shall be equal to the value of the employee’s Accounts multiplied by a fraction, the numerator of which is 1 and the denominator of which is the number of installments remaining to be paid.  If any employee accounts hereunder shall be paid in installments, the remaining balances in such accounts shall be increased by gains or decreased by the losses and expenses (including sales commissions and all fund charges) as described under paragraph 3 hereunder.  If an employee fails to elect a form of distribution for any payment to which he or she may be entitled under the Plan, then that payment shall be distributed in the form of a lump sum payment.

Notwithstanding anything to the contrary contained in this Plan, or any election made by the employee, the Administrator shall make a lump sum payment of an employee Account that does not exceed the Minimum Distribution Amount. For purposes of this provision, the Minimum Distribution Amount shall be the applicable dollar amount under Section 402(g)(i)(B) of the Code for the year in which the distribution is made.

6.             If an employee shall die while any amounts remain credited to the accounts established on his behalf pursuant to paragraph 1 or 2 of this Plan, such amounts shall be distributed as provided in paragraph 5 of this Plan to the beneficiary or beneficiaries as the employee may, from time to time designate in writing delivered to the Administrator. An employee may revoke or change his beneficiary designation at any time in writing delivered to the Administrator.  If an employee does not designate a beneficiary under this Plan, or if no designated beneficiary survives the employee, his accounts shall be distributed to the person or persons entitled to his accounts under the Profit Sharing Plan in which he is a participant (or who would be so entitled if there were then an amount remaining unpaid under the Profit Sharing Plan).

7.             This Plan may be amended or terminated in any respect at any time by the Administrator; provided, however, that except as otherwise provided in Section 12 hereof, no amendment or termination of the Plan shall be effective to reduce any benefits that accrue before the adoption of such amendment or termination.  If and to the extent permitted without violating the requirements of Section 409A of the Code, the Administrator may require that all of the employee’s Accounts (including, without limitation, any remaining benefits payable to employees or beneficiaries receiving distributions in installments at the time of the termination) be distributed as soon as practicable after such termination, notwithstanding any elections by employees or beneficiaries with regard to the timing or form in which their benefits are to be paid.  If and to the extent that the Administrator does not accelerate the timing of distributions on account of the termination of the Plan pursuant to the preceding sentence, payment of any remaining benefits under the Plan shall be made at the same times and in the same

manner as such distributions would have been made based upon the most recent effective elections made by employees and beneficiaries, and the terms of the Plan, as in effect at the time the Plan is terminated.

If and to the extent otherwise permitted by Section 409A and the Treasury Regulations thereunder, the Company may terminate and liquidate the Plan if the following requirements are met:

(i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company;

(ii) the Company and the Employers terminate and liquidate all  methods, programs and other arrangements sponsored by the Company that would be aggregated with any terminated and liquidated agreements, methods, programs, and other arrangements under Section 1.409A-1(c) of the Treasury Regulations if the employee had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;

(iii) no payments in liquidation of the Plan are made within 12 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan, other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not been taken;

(iv) all payments are made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and

(v) neither the Company nor any Employer adopts a new plan that would be aggregated with any terminated and liquidated plan under applicable Treasury Regulations if the same employee participated in both plans, at any time within three years following the date that the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

8.             Benefits provided pursuant to subpart (a) of paragraphs 1 and 2 of this Plan are intended to be an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  Benefits provided pursuant to subparts (b) and (c) of paragraphs 1 and 2 of this Plan are intended to constitute a plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.  This Plan shall not be a funded plan, and the Company and the participating Employers shall be under no obligation to set aside any funds for the purpose of making payments under this Plan.  Any payments hereunder shall be made out of the general assets of the employers.  Except to the extent preempted by ERISA, this Plan shall be interpreted according to the laws of the State of Illinois.

9.             The Administrator shall be charged with the administration of this Plan and shall have the same powers and duties, and shall be subject to the same limitations, as are described in the Tootsie Roll industries, Inc. Profit Sharing Plan.

10.           Notwithstanding anything contained in the Pension Plan or the Profit Sharing Plans to the contrary, it shall be a condition of the payment of benefits under this Plan that neither such benefits nor any portion thereof shall be assigned, alienated or transferred to any person voluntarily or by operation of any law, including any assignment, division or awarding of property under state domestic relations law (including community property law).  If any person shall endeavor or purport to make any such assignment, alienation or transfer, the amount otherwise provided hereunder which is the subject of such assignment, alienation or transfer shall cease to be payable to any person.

11.           Any corporation which was not a party to the Excess Benefit Plan as in effect on January 1, 2005 and which is or becomes a participating employer under the Pension Plan or one of the Profit Sharing Plans may become a participating Employer in this Plan by delivery to the Company of a resolution of its board of directors or duly authorized committee to such effect, which resolution shall specify the first plan year under the Pension Plan or the Profit Sharing Plan for which this Plan shall be effective in respect of the employees of such corporation.

12.           This Plan shall be construed in a manner consistent with the applicable requirements of Section 409A of the Code, and the Administrator, in its sole discretion and without the consent of any employee or beneficiary, may amend the provisions of this Plan if and to the extent that the Administrator determines that such amendment is necessary or appropriate to comply with the applicable requirements of Section 409A of the Code.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed and its corporate seal to be hereunto affixed this          day of                                       , 2008.

EXHIBIT 10.31

TOOTSIE ROLL INDUSTRIES, INC.
CAREER ACHIEVEMENT PLAN

(As Amended and Restated Effective as of January 1, 2005)

1.             Purpose .  The purpose of the Career Achievement Plan (the “Plan”) of Tootsie Roll Industries, Inc. (the “Company”) is to promote the financial interests and growth of the Company by increasing motivation on the part of its senior officers and key employees by creating an incentive for them to remain in the long term employ of the Company and to work to the best of their abilities for the achievement of the Company’s strategic growth objectives.

2.             Participation .  Participation in the Plan will be limited to those senior officers and other key employees of the Company as the Board of Directors (the “Board”) in its sole discretion shall designate from time to time to be eligible to receive Career Achievement Awards hereunder.  The Board may, in its sole discretion, delegate to the Administrative Committee (as defined in Section 8) the power to designate those key employees of the Company who shall be selected for participation in this Plan, provided that the Board reserves the sole right to determine participation with respect to any key employee of the Company who is required to comply with the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

3.             Career Achievement Awards .  As of the date determined by the Board for any calendar year during the term of the Plan, the Board may, but shall not be required to, grant an award to any or all of the participants of the Plan. Each such award (a “Career Achievement Award”) shall be for a fixed dollar amount, and shall be calculated based on such formulas or other criteria as may be established by the Board in its sole discretion. Each Career Achievement Award shall be communicated in a written notice to the affected participant within ninety (90)

days of the beginning of the applicable calendar year, setting forth the performance criteria and the award amount.  Such notice shall be provided to the participant as soon as practicable after the amount of the Career Achievement Award has been determined by the Board.  Except as otherwise provided in Section 5 hereof, once an award has been communicated to a participant pursuant to this Section 3, such award may not be canceled, reduced or diminished in any manner without the written consent of the participant.  The Board may, in its sole discretion, delegate to the Administrative Committee its powers and duties under this Section 3 with respect to any participant herein other than a participant who is required to comply with the requirements of Section 16 of the Exchange Act.

4.             Career Achievement Account .

(a)           Establishment of Accounts .  There shall be established on the books of the Company a Career Achievement Account in the name of each participant in the Plan. Career Achievement Awards made under the Plan shall be credited to a participant’s Career Achievement Account as of the January 1st specified in the written notice of the award delivered to the participant. Each participant’s Career Achievement Account shall consist of the aggregate amount of such Career Achievement Awards credited thereto, and earnings and losses on such amounts determined in the manner prescribed by Section 4(b). Nothing contained in this Section 4 shall require the Company to invest any assets of the Company in any particular investment vehicle, or to set aside any assets to provide for the payment of benefits hereunder.

(b)           Career Achievement Account Earnings and Losses .

(1)           Deemed Investment of Account .  For bookkeeping purposes only, each participant may from time to time direct that the balance of his or her Career Achievement

Account be deemed to be invested in certain investment alternatives described in Section 4(b)(2). Each such direction made by the participant shall be effective until a new direction is filed by him or her with the Company. If the participant fails to direct the manner in which any portion of his or her Career Achievement Account is deemed to be invested, the balance credited to such account shall be deemed to be invested in any investment alternative designed by the Board in its sole discretion. The Board shall prescribe rules governing a participant’s deemed investment direction of his or her Career Achievement account hereunder, including, but not limited to, the time and manner pursuant to which a participant may provide deemed investment directions to the Company, and the frequency at which a participant may make changes with respect to such investment directions as they relate to the existing balance of his or her Career Achievement Account as well as to future Career Achievement Awards.  Although the Company might actually invest assets of the Company according to a participant’s investment directions, it is not required to do so nor to set aside an amount equal to all or any portion of a Participant’s Career Achievement Account, The balance in the participant’s Career Achievement Account shall be increased by gains or decreased by losses that would be realized or paid by the Company as if assets of the Company in an amount equal to such balance were actually invested in the investment alternatives specified by the participant.

(2)           Investment Alternatives .  The Company shall make available a number of investment alternatives for purposes of determining the deemed earnings to be credited and the deemed losses to be debited to a participant’s Career Achievement Account under Section 4(b)(1).  Such investment alternatives shall be designated from time to time by the Board, including, but not limited to, (i) for periods prior to a participant’s termination of employment, an investment alternative the performance of which is based on the yield of the

Moody’s Seasoned Bond Index, (ii) for periods after a participant’s termination of employment, the yield on five-year United States Treasury Notes, and (iii) for all periods hereunder, investment alternatives the performance of which is based on publicly traded mutual funds and other investments designated by the Board.  The Company also may make available for all periods hereunder an investment alternative the performance of which is based on the price of the Company’s common stock (referred to herein as the “Company Stock Alternative”). Each participant’s proportional interest in the Company Stock Alternative shall be represented by units of participation, each of which shall be equivalent to one share of common stock of the Company. The Board shall prescribe rules relating to the deemed investment of a participant’s Career Achievement Account among the available investment alternatives, including, but not limited to, a maximum limitation on the amount that a participant can direct to be deemed invested in any particular investment alternative, restrictions on a participant’s ability to direct a deemed transfer from any particular investment alternative to another, and the manner in which any deemed cash dividends that are paid with respect to a participant’s units of participation in the Company Stock Alternative shall deemed to be invested.

(3)           Delegation of Powers .  The Board may, in its sole discretion, delegate to the Administrative Committee its powers and duties under this Section 4(b).

5.             Payment of Career Achievement Account Upon Termination of Employment .  A participant’s Career Achievement Account shall be paid to the participant’s designated beneficiary in the event of the participant’s death, or shall be forfeited, depending upon the time and circumstances of the participant’s termination of employment, as provided below:

(a)           Termination of Employment Other than for Retirement, Death or Disability .  Subject to Sections 5(c), 5(d), 5(e) and 5(f) hereof, if a participant’s employment with the Company terminates other than as a result of the participant’s retirement, death or permanent disability, the participant shall be entitled to receive, on the “date of distribution”, a lump sum payment equal to the “vested” portion of the participant’s Career Achievement Account as for the date of termination of employment (as such “vested portion is determined below), plus any earnings credited, and minus any losses debited, to the participant’s account under Section 4(b)(2) following such date of termination of employment.  For purposes of this Section 5(a), the “date of distribution” means the later of (1) the first anniversary of the date of the participant’s termination of employment or (ii) sixty (60) days after the earlier of the participant’s 65th birthday or his or her death. The portion of a participant’s Career Achievement Account which has not “vested” as of the date of the participant’s termination of employment shall be forfeited, and the participant shall not be entitled to any payment of such forfeited amount or any earnings or losses thereon.

The “vested” portion of a participant’s Career Achievement Account as of the date of termination shall equal the aggregate of the “vested” portions of each Career Achievement Award previously granted to the participant. The “vested’ portion of each Career Achievement Award shall be separately determined and shall equal the product of the Career Achievement Award (plus any earnings previously credited, and minus any losses previously debited, to the participant’s account with respect to such Career Achievement Award under Section 4(b) hereof) multiplied by the Vested Percentage of such award.  The Vested Percentage of a Career Achievement Award shall be determined according to the number of the participant’s consecutive full calendar years of employment with the Company beginning with the calendar year in which

such award was credited to the participant’s Career Achievement Account and ending with the calendar year immediately prior to the year in which termination occurs, pursuant to the following table:

For purposes of this Section 5(a), if a participant first becomes an employee of the Company during the calendar year in which a Career Achievement Award is credited to such participant’s account, such year shall count as a full calendar year of employment.

(b)           Termination of Employment by Reason of Retirement, Death or Disability .  Subject to Section 5(a), 5(e) and 5(f) hereof, if a participant’s employment with the Company terminates by reason of the participant’s retirement, death or permanent disability, the Company shall pay to the participant or the beneficiary designated by the participant pursuant to Section 9(a) hereof, as the case may be, a lump sum amount equal to the full balance of the participant’s Career Achievement Account as of the date of termination, plus any earnings credited, and minus any losses debited, to the participant’s account under Section 4(b)(2) following such termination of employment. Such payment shall be made not later than sixty (60) days after the date of the participant’s termination of employment. For purposes of this Plan, (i) a participant shall be considered to have retired if the participant’s employment with the Company terminates on or after the participant’s 65th birthday and (ii) a participant shall be deemed to be permanently disabled if such participant is unable to perform any substantial gainful activity by

reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(c)           Termination of Employment for Cause .  Notwithstanding any provision of this Plan to the contrary, if the Board, in its sole discretion, shall determine that the participant’s employment with the Company was terminated for “cause” (as defined below), the participant’s Career Achievement Account shall be forfeited in its entirety, and the participant shall not be entitled to any payments under this Plan. For purposes of this Plan, “cause” shall mean any act or conduct by a participant that consists of or constitutes fraud, theft, dishonesty, alcohol or drug use on the job, willful injury to or destruction of the Company’s property or property of any person dealing with the Company, any act or conduct injurious to the goodwill of the Company or its relations with its customers or any other person dealing with the Company or derogatory of any of the Company’s methods or products, any violation of the duty imposed upon employees by contract or by law in their relationship with the Company, or engaging in any activities described in Section 7(1), 7(2), 7(3) or 7(4) hereof.

(d)           Election of Alternative Payment Option .  Notwithstanding Sections 5(a) and 5(b), within sixty (60) days of the receipt of the Career Achievement Award Notice a participant may elect to receive payment of his or her Career Achievement Account in the form of annual installment payments in lieu of a lump sum distribution.  The participant may elect that such installment payments be made over any whole number of years not less than two nor more than ten.  The first such installment payment shall be made at the same time as the lump sum payment described in Section 5(a) or 5(b), as the case may be, would have been made.  The amount of each installment payment shall be equal to the balance of the Participant’s Career Achievement Account determined as near as practicable to the date of payment divided by the

number of annual installment payments remaining to be made.  For the period during which such installment payments are being made until the date as near as practicable to the date on which the final installment payment is made, a participant’s remaining Career Achievement Account shall continue to be adjusted for earnings and losses pursuant to Section 4(b) hereof.

The failure to elect the annual installment payment option, shall be treated as a deemed election to receive payment in the form of a lump sum.

Notwithstanding any provision contained herein to the contrary, payment to a participant’s beneficiary in the event of the participant’s death shall be made only in the form of a  lump sum payment. In the case of a participant who had commenced receiving installment payments prior to the date of his or her death, such lump sum payment shall be equal to the remaining balance of the participant’s Career Achievement Account, and shall be paid within ninety (90) days after the date of the participant’s death.

(e)           Forfeiture for Career Achievement Account .  Notwithstanding any provision of this Plan to the contrary, a participant will forfeit all rights to any amounts previously credited to his or her Career Achievement Account if, after the termination of the participant’s employment, the participant engages in any activities in violation of Section 7 hereof or fails to enter into the agreement described in Section 7 hereof as provided in such Section 7.

(f)            Further Deferral .  To the extent determined by the Board in its sole discretion, the Board shall have the authority (i) to delay any payments otherwise due under this Plan to the extent necessary to avoid a limitation on the deductibility of compensation paid to a participant pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), or

any successor provision, and (ii) to take such action as it shall deem appropriate to specifically approve or delay any payments otherwise due under this Plan to a participant who is subject to Section 16 of the Exchange Act in order to enable such participant to comply with such Section 16. To the extent any payments under this Plan are deferred under this Section 5(f), such amounts shall continue to be adjusted for earnings and losses pursuant to Section 4(b) hereof, and shall be paid at such time or from time to time to the extent such payments would not cause or increase a limitation on deductibility under such Section 162(m), or would not result in a participant subject to Section 16 of the Exchange Act failing to comply with such Section 16, as the case may be.

6.             Immediate Distribution of Career Achievement Accounts Upon Change of Control of the Company .  Notwithstanding any provision of this Plan to the Contrary, and provided that the participant enters into the agreement described in Section 7 hereof as provided in such Section 7, the Company shall pay the entire balance of a participant’s Career Achievement Account to such participant in a lump sum payment within three business days after the occurrence of a “change of control” of the Company. A “change of control” of the Company shall occur when: (1) any person, including a “group,” as described in Section 13(d)(3) of the Exchange Act, acquires after the effective date of this Plan when taken together with equity securities already held by such Persons the beneficial ownership of, and the right to vote, shares having the right to cast more than fifty percent (50%) of the votes permitted to be cast in any election of members to the Board; (2) any person, including a “group,” as described in Section 13(d)(3) of the Exchange Act,  acquires (or have acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of the equity securities of the Company possessing 30% or more of the total voting power of the equity

securities of the Company; or (3) as the result of any tender or exchange offer, substantial purchase of the Company’s equity securities, merger, consolidation, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Company immediately prior to such transaction or transactions (together with any new or replacement directors whose election by the Board, or whose nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) do not constitute a majority of the Board (or of the board of directors of any successor to or assignee of the Company) at any time within the twelve (12) month period following such transaction; except that no event described in clause (1) or (2) above shall constitute a “change of control” if immediately after such event Melvin J. Gordon or Ellen R. Gordon, their descendants (and spouses of such descendants) and any trusts or estates in which such persons have an interest own, directly or indirectly, shares having the right to cast at least fifty percent (50%) of the votes permitted to be cast in any election of members of the Board.

7.             Noncompetition .  As a condition to the payment of any portion of the participant’s Career Achievement Account following a change of control of the Company pursuant to Section 6 or upon the participant’s termination of employment with the Company pursuant to Section 5 (other than by reason of the participant’s death), the participant shall be required to enter into an agreement with the Company which provides that, for the period commencing on the effective date of the change of control of the Company or the effective date of the participant’s termination of employment with the Company, as the case may be and ending on the first anniversary of the participant’s termination of employment with the Company, the participant will not:

(1)           directly or indirectly engage in, own, manage, operate, participate in, render advice to or have any interest in any person, firm, corporation, or business (whether as an owner, partner, employee, officer, director, agent, security holder, creditor, consultant, or otherwise) that engages in any activity which is the same as, similar to, or competitive with any activity then, or within the prior twelve (12) months, engaged in by the Company or any affiliate of the Company; or

(2)           directly or indirectly solicit for employment or employ or become employed by any person then, or within the prior twelve (12) months, employed by the Company or any affiliate of the Company, or request, influence or advise any person who is or shall be employed by or is in the service of the Company or any affiliate of the Company to leave such employment or service of the Company or any affiliate of the Company; or

(3)           directly or indirectly influence or advise any competitor of or anyone intending to compete with the Company any affiliate of the Company to employ or otherwise engage the services of any person who is or shall be employed by or is in the service of the Company or any affiliate of he Company; or

(4)           directly or indirectly solicit or accept any business which is the same as, similar to or competitive with that of the Company or any affiliate of the Company from customers of the Company or any affiliate of the Company or request, induce or advise customers of the Company or any affiliate of the Company to withdraw, curtail or cancel their business with the Company or any affiliate of the Company.

For purposes of this Plan, the term “affiliate” means any entity engaged in the same or similar business as the Company or a related business, which is controlled by or under common control with the Company.

8.             Administration of the Plan.

(a)           Powers and Duties of the Board .  The Plan shall be administered and interpreted by the Board. The Board shall, subject to the terms of the Plan, make or refrain from making Career Achievement Awards, determine the amount of Career Awards, establish rules and regulations for the administration of the Plan, impose conditions with respect to competitive employment or other activities with respect to any such award, and establish the written form to be used to evidence such awards pursuant to Section 3 hereof.  The Board shall have full authority to construe and interpret the terms and provisions of the Plan, to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan and to perform all acts,  including the delegation of its administrative responsibilities as it shall, from time to time, deem advisable, and to otherwise supervise the administration of this Plan.  All such rules, regulations and interpretations relating to the Plan which are adopted by the Board shall be conclusive and binding on all parties.  The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any award granted hereunder, in the manner and to the extent it shall deem necessary to carry the Plan into effect.

(b)           Administrative Committee .  The Board may, in its sole discretion, appoint a committee of two or more employees of the Company which shall be designated the “Administrative Committee.”  The Administrative Committee shall have such powers and responsibilities under this Plan as shall be delegated to such committee by the Board from time

to time pursuant to resolutions adopted by the Board.  The Board, in its sole discretion, may remove any member of the Administrative Committee at any time, may appoint additional employees of the Company to be members of the Administrative Committee from time to time, and may fill any vacancies that arise upon the death, resignation or removal of any member of the Administrative Committee.  The Board also shall have the power, in its sole discretion, to discontinue the existence of the Administrative Committee at any time and assume any powers and duties which it previously delegated to such committee.

9.             Miscellaneous .

(a)           Designation of Beneficiary .  In the event of the death of a participant, the amount payable under Section 5 hereof shall, unless the participant shall designate to the contrary as provided below, thereafter be made to such person or persons who, as of the date payment is to be made under this Plan, would receive distribution of the participant’s account balance under the terms of the Tootsie Roll Employee’s Pension Plan.  Notwithstanding the preceding sentence, a participant may specifically designate the person or persons (who may be designate successively or contingently) to receive payments under this Plan following the participant’s death by filing a written beneficiary designation with the Company during the participant’s lifetime.  Such beneficiary designation shall be in such form as may be prescribed by the Company and may be amended from time to time or may be revoked by the participant pursuant to written instruments filed with the Company during his or her lifetime.

Beneficiaries designated by a participant may be any natural or legal person or persons, including a fiduciary, such as a trustee of a trust or the legal representative of an estate.  Unless otherwise provided by the beneficiary designation filed by a participant, if all of the persons so

designated die before a participant on the occurrence of a contingency not contemplated in such beneficiary designation, then the amount payable under this Plan shall be paid to the person or persons determined in accordance with the first sentence of this Section 9(a).

(b)           Assets .  No assets shall be segregated or earmarked in respect of any Career Achievement Award or Career Achievement Account and no participant shall have any right to assign, transfer, pledge or hypothecate his or her interest, or any portion thereof, in his or her Career Achievement Account.  The Plan and the crediting of Career Achievement Accounts hereunder shall not constitute a trust and shall be structured solely for the purpose of recording an unsecured contractual obligation.  All amounts payable pursuant to the terms of this Plan shall be paid from the general assets of the Company.

(c)           Reports .  Until a participant’s entire Career Achievement Account shall have been paid in full or forfeited, the Company will furnish to the participant a report, at least annually, setting forth transactions in such account and the status of such account with respect to the vested and unvested portions thereof and the earnings and losses related thereto.

(d)           Acceleration of Vesting . Notwithstanding any other provision of this Plan to the contrary, the Board, in its sole discretion, is empowered to accelerate the vesting of all or a portion of a participant’s Career Achievement Account for any reason the Board may determine to be appropriate. Neither the Company nor the Board shall have any obligation to make any such acceleration for any reason whatsoever.

(e)           Liability .  No member of the Board or of the Administrative Committee shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duties in connection with the administration of

the Plan have been delegated or, member’s bad faith, gross negligence or fraud, for such member. The Company will fully indemnify hold each member of the Board and of the Administrative Committee harmless from any liability hereunder, except in circumstances involving such member’s bad faith, gross negligence or fraud. The Company, the Board or the Administrative Committee may consult with legal counsel, who may be counsel for the Company, with respect to its obligations or duties hereunder, or with respect to any action or proceeding or any question of law, and shall not be liable with respect to any action taken or omitted by it in good faith pursuant to the advice of such counsel.

(f)            Amendment or Termination .

(1) General Rule.  This Plan may be amended or terminated in any respect at any time by the Board; provided, however, that except as otherwise provided in Section 9(1) hereof, no amendment or termination of the Plan shall be effective to reduce any benefits that accrue before the adoption of such amendment or termination.  If and to the extent permitted without violating the requirements of Section 409A of the Code, the Board may require that all of the participant’s Career Achievement Account (including, without limitation, any remaining benefits payable to participants or beneficiaries receiving distributions in installments at the time of the termination) be distributed as soon as practicable after such termination, notwithstanding any elections by participants or beneficiaries with regard to the timing or form in which their benefits are to be paid.  If and to the extent that the Board does not accelerate the timing of distributions on account of the termination of the Plan pursuant to the preceding sentence, payment of any remaining benefits under the Plan shall be made at the same times and in the same manner as such distributions would have been made based upon the most recent effective

elections made by participants and beneficiaries, and the terms of the Plan, as in effect at the time the Plan is terminated.

(2)            Termination and Liquidation Subject to Certain Conditions.  If and to the extent otherwise permitted by Section 409A of the Code and the Treasury Regulations thereunder, the Company may terminate and liquidate the Plan if the following requirements are met:

(i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company;

(ii) the Company terminates and liquidates all agreements, methods, programs and other arrangements sponsored by the Company that would be aggregated with any terminated and liquidated agreements, methods, programs, and other arrangements under Section 1.409A-1(c) of the Treasury Regulations if the participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;

(iii) no payments in liquidation of the Plan are made within twelve (12) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan, other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not been taken;

(iv) all payments are made within twenty-four (24) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and

(v) the Company does not adopt a new plan that would be aggregated with any terminated and liquidated plan under applicable Treasury Regulations if the same participant participated in both plans, at any time within three (3) years following the date that the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

(g)           Expenses . The Company will bear all expenses incurred by it in administering this Plan.

(h)           Withholding . The Company shall have the right to deduct from any payment to be made pursuant to this Plan or to otherwise require prior to the payment of any amount hereunder, payment by the participant of any Federal, state or local taxes rewired by law to be withheld.

(i)            No Obligation . The designation by the Board or the Administrative Committee of an individual as a participant in any year shall not require the Board or the Administrative Committee to designate such person to receive a Career Achievement Award in any other year. Neither this Plan nor any Career Achievement Awards made hereunder shall create any obligation on the Company to continue any other existing award plans or policies or to establish or continue any other programs, plans or policies of any kind. Neither this Plan nor any Career Achievement Award made pursuant to this Plan shall give any participant or other employee any right with respect to continuance of employment by the Company or any of its affiliates or of any specific aggregate amount of compensation, nor shall there be a limitation in any way on the right of the Company or any of its affiliates by which an employee is employed to terminate such employee at any time for any reason whatsoever, nor shall this Plan or any Career Achievement Award made hereunder create a contract of employment.

(j)            No Assignment Resolution of Disputes . Except as otherwise permitted under Section 9(a), no right or interest in any Career Achievement Account under this Plan shall be assignable or transferable, and no right or interest of any participant in any Career Achievement Account hereunder shall be subject to any lien, obligation or liability of such participant. In the event any conflicting demands are made upon the Company with respect to any payments due as a result of this Plan, provided that the Company shall not have received prior written notice that said conflicting demands have been finally settled by court adjudication, arbitration, joint order or otherwise, the Company may pay to the participant any and all amounts due hereunder and thereupon the Company shall stand fully relieved and discharged of any further duties or liabilities under this Plan.

(k)           Governing Law . This Plan and all actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Illinois (regardless of the law that might otherwise govern under applicable Illinois principles of conflict of laws).

(1)           Compliance with Section 409A .   This Plan shall be construed in an manner consistent with the applicable requirements of Section 409A of the Code, and the Board, in its sole discretion and without the consent of any participant or beneficiary, may amend the provisions of this Plan if and to the extent that the Board determines that such amendment is necessary or appropriate to comply with the applicable requirements of Section 409A of the Code.

IN WITNESS WHEREOF, Tootsie Roll Industries, Inc. has caused this instrument to be executed in its name and its corporate seal to be hereunder affixed on this       day of                 , 2008.