Exhibit 4.4



 





Exhibit 4.4




SECOND SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT




     This SECOND SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT (this “SUPPLEMENT”) is dated as of
November 1, 2006, by and between LANCE, INC., a North Carolina corporation (the “COMPANY”) and
AMERICAN STOCK TRANSFER & TRUST COMPANY (“AST”).



Recitals




     Wachovia Bank, N.A. (“WACHOVIA”) and the Company entered into a Preferred Shares Rights
Agreement (the “AGREEMENT”), dated as of July 14, 1998, as supplemented by First Supplement to
Preferred Shares Rights Agreement dated as of July 1, 1999 between the Company and First Union
National Bank (by merger, now Wachovia) whereby Wachovia agreed to act as Rights Agent for the
Company under the Agreement. Pursuant to Section 21 of the Agreement, the Company gave notice on
October 18, 2006 of the removal of Wachovia as Rights Agent effective November 1, 2006. This
Supplement is to confirm the appointment of AST as successor Rights Agent under the Agreement and
to 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 have
the meanings assigned to them in the Agreement.



     SECTION 2. Appointment of Rights Agent. The Company hereby appoints AST as successor Rights
Agent to act as agent for the Company in accordance with the terms of the Agreement, and AST hereby
accepts such appointment, pursuant to Section 21 of the Agreement.



     SECTION 3. Modification of Legend for Common Stock Certificate. The legend required pursuant
to 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 certain
rights as set forth in a Preferred Shares Rights Agreement between Lance, Inc. and
American Stock Transfer & Trust Company as the successor Rights Agent, dated as of
July 14, 1998, as supplemented, (the “RIGHTS AGREEMENT”), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of Lance, Inc. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates 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 without
charge after receipt of a written request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights issued to, or held by, any Person who
is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement), whether currently held by or on
behalf 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 Rights
Agreement is hereby amended to provide that any successor Rights Agent shall, at the time of
appointment as Rights Agent, have a combined capital and surplus of at least $25 million, rather
than $50 million.



     SECTION 5. Change of Notice Address. AST’s address for notice or demand pursuant to Section
26 of the Agreement is as follows:


American Stock Transfer & Trust Company

59 Maiden Lane

New York, NY 10038

Attn: Corporate Trust Department




     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to Preferred Shares
Rights Agreement to be duly executed as of the day and year first above written.



	 	 	 	 	 
	 	LANCE, INC.

 	 
	 	By  	/s/ Rick D. Puckett
 	 
	 	 	Rick D. Puckett 	 
	 	 	Executive Vice President 	 
	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY

 
	 	By  	/s/ Herbert J. Lemmer
 	 
	 	 	Name:  	Herbert J. Lemmer 	 
	 	 	Title:  	Vice President