**Exhibit 4.5****THIRD SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT**     This THIRD SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT (this “SUPPLEMENT”) is dated as ofDecember 1, 2007, by and between LANCE, INC., a North Carolina corporation (the “COMPANY”) andCOMPUTERSHARE TRUST COMPANY, N.A. (“COMPUTERSHARE”).**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 and as further supplemented by Second Supplement to Preferred SharesRights Agreement dated as of November 1, 2006 between the Company and American Stock Transfer &Trust Company (“AST”) whereby AST agreed to act as Rights Agent for the Company under thisAgreement. Pursuant to Section 21 of the Agreement, the Company gave notice on October 15, 2007 ofthe removal of AST as Rights Agent effective December 1, 2007. This Supplement is made pursuant toSection 27 of the Agreement in order to confirm the appointment of COMPUTERSHARE as successorRights Agent under the Agreement and make other certain amendments to the 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 Computershare assuccessor Rights Agent to act as agent for the Company in accordance with the terms of theAgreement, and Computershare hereby accepts such appointment, pursuant to Section 21 of theAgreement.     **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. andComputershare Trust Company, N.A. as the successor Rights Agent, dated as of July14, 1998, as supplemented, (the “RIGHTS AGREEMENT”), the terms of which are herebyincorporated herein by*
1

 
*reference and a copy of which is on file at the principal executive offices ofLance, Inc. Under certain circumstances, as set forth in the Rights Agreement,such Rights will be evidenced by separate certificates and will no longer beevidenced by this certificate. Lance, Inc. will mail to the holder of thiscertificate a copy of the Rights Agreement without charge after receipt of awritten request therefor. Under certain circumstances set forth in the RightsAgreement, Rights issued to, or held by, any Person who is, was or becomes anAcquiring Person or any Affiliate or Associate thereof (as such terms are definedin the Rights Agreement), whether currently held by or on behalf of such Person orby any subsequent holder, may become null and void.*     **SECTION 4. Change of Notice Address**. Computershare’s address for notice or demand pursuant toSection 26 of the Agreement is as follows:Computershare Trust Company, N.A.