**Exhibit 4.4****SECOND SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT**     This SECOND SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT (this “SUPPLEMENT”) is dated as ofNovember 1, 2006, by and between LANCE, INC., a North Carolina corporation (the “COMPANY”) andAMERICAN STOCK TRANSFER & TRUST COMPANY (“AST”).**Recitals**     Wachovia Bank, N.A. (“WACHOVIA”) and the Company entered into a Preferred Shares RightsAgreement (the “AGREEMENT”), dated as of July 14, 1998, as supplemented by First Supplement toPreferred Shares Rights Agreement dated as of July 1, 1999 between the Company and First UnionNational Bank (by merger, now Wachovia) whereby Wachovia agreed to act as Rights Agent for theCompany under the Agreement. Pursuant to Section 21 of the Agreement, the Company gave notice onOctober 18, 2006 of the removal of Wachovia as Rights Agent effective November 1, 2006. ThisSupplement is to confirm the appointment of AST as successor Rights Agent under the Agreement andto amend certain Sections of the Rights Agreement.     NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth,the parties hereby agree as follows:     **SECTION 1. Certain Definitions**. All capitalized terms used but not defined herein shall havethe meanings assigned to them in the Agreement.     **SECTION 2. Appointment of Rights Agent**. The Company hereby appoints AST as successor RightsAgent to act as agent for the Company in accordance with the terms of the Agreement, and AST herebyaccepts such appointment, pursuant to Section 21 of the Agreement.     **SECTION 3. Modification of Legend for Common Stock Certificate**. The legend required pursuantto Section 3(c) of the Agreement is hereby modified and restated in its entirety as follows:     *This certificate also evidences and entitles the holder hereof to certainrights as set forth in a Preferred Shares Rights Agreement between Lance, Inc. andAmerican Stock Transfer & Trust Company as the successor Rights Agent, dated as ofJuly 14, 1998, as supplemented, (the “RIGHTS AGREEMENT”), the terms of which arehereby incorporated herein by reference and a copy of which is on file at theprincipal executive offices of Lance, Inc. Under certain circumstances, as setforth in the Rights Agreement, such Rights will be evidenced by separatecertificates and will no longer be evidenced by this certificate. Lance, Inc.*
 

 
*will mail to the holder of this certificate a copy of the Rights Agreement withoutcharge after receipt of a written request therefor. Under certain circumstancesset forth in the Rights Agreement, Rights issued to, or held by, any Person whois, was or becomes an Acquiring Person or any Affiliate or Associate thereof (assuch terms are defined in the Rights Agreement), whether currently held by or onbehalf of such Person or by any subsequent holder, may become null and void.*     **SECTION 4. Amendment to Section 21: Change of Rights Agent.**Section 21 of the RightsAgreement is hereby amended to provide that any successor Rights Agent shall, at the time ofappointment as Rights Agent, have a combined capital and surplus of at least $25 million, ratherthan $50 million.     **SECTION 5. Change of Notice Address**. AST’s address for notice or demand pursuant to Section26 of the Agreement is as follows:American Stock Transfer & Trust Company