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Exhibit 10.5
 LANCE, INC.
COMPENSATION DEFERRAL AND BENEFIT RESTORATION PLAN
(as amended and restated effective January 1, 2005)
 1. Name:
  2. Purpose and Intent:
  3. Definitions:
  Account
 Annual Incentive Award
 Beneficiary
 CEO




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Class Year Deferrals
 Compensation Committee
 Eligible Employee
 Employee
 Participant
 Participating Employer
 Payment Sub-Account
 Plan Administrator
 Plan Year
 Savings Plan
 4. Administration:
  2




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5. Eligibility, Deferrals and Account Adjustments:
 Eligibility provided however
 Elections to Defer
 3




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Restoration Credits
   Establishment of Accounts
 Account Adjustments for Deemed Investments
 Timing of Adjustments
 4




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Statements of Account
 6. Distribution Provisions for 2005:
 In-Service Withdrawals
 Special Payment Elections
 7. Distribution Provisions After 2005:
 Class Year Payment Elections
 5




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Available Forms of Payment
 (i)
    
    Lump Sum Payment Following Termination of
Employment. The balance of the applicable Payment Sub-Account
shall be payable in a single cash payment on or as soon as
administratively practicable after the beginning of the seventh month
following the Participants termination of employment with the
Participating Employers.(ii)
    
    Lump Sum Payment In Specified Year. The
balance of the applicable Payment Sub-Account shall be payable in a
single cash payment during the first 90 days of the calendar year
elected by the Participant; provided, however, that the
payment shall be made no later than the beginning of the seventh month
following the Participants termination of employment with the
Participating Employers. This payment option shall not be available
for the Payment Sub-Account comprised of restoration credits under
Paragraph 5(c) above.(iii)
    
    Annual Installments Following Termination of
Employment. The balance of the applicable Payment Sub-Account
shall be payable in annual installments over a period of years selected
by the Participant not to exceed ten (10) commencing on or as soon as
administratively practicable after the beginning of the seventh month
following the Participants termination of employment with the
Participating Employers.(iv)
    
    Annual Installments Commencing In Specified
Year. The balance of the applicable Payment Sub-Account shall be
payable in annual installments over a period of years selected by the
Participant not to exceed ten (10) commencing during the first 90 days
of the calendar year elected by the Participant; provided,
however, that the installments shall commence no later than on
or as soon as administratively practicable after the beginning of the
seventh month following the Participants termination of employment
with the Participating Employers. This payment option shall not be
available for the Payment Sub-Account comprised of restoration credits
under Paragraph 5(c) above.
 6




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Subsequent Changes to Payment Elections
 Default Lump Sum Payment
 Installments
 Death
 Withdrawals on Account of an Unforeseeable Emergency
 7




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Other Payment Provisions
 8. Amendment, Modification and Termination of the Plan:
 provided however
 9. Claims Procedures:
  8




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10. Indemnity of Plan Administrator:
  11. Applicable Law:
  12. Compliance With Code Section 409A
  13. Miscellaneous:
   9