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                                                                    EXHIBIT 10.2
                                   LANCE, INC.

                   2001 LONG-TERM INCENTIVE PLAN FOR OFFICERS

Purposes and Introduction           The primary purposes of the 2001 Long-Term
                                    Incentive Plan for Officers are to:

                                    o        Align executives' interests with
                                             those of stockholders by linking a
                                             substantial portion of pay to the
                                             price of Lance Common Stock.

                                    o        Provide a way to attract and retain
                                             key executives and managers who are
                                             critical to Lance's future success.

                                    o        Increase total pay for executives
                                             and managers to competitive levels.

                                    To achieve the maximum motivational impact,
                                    plan goals and the rewards that will be
                                    received for meeting those goals will be
                                    communicated to participants as soon as
                                    practical after the 2001 Plan is approved by
                                    the Stock Award Committee.

                                    Each participant will be granted one or more
                                    Awards. Awards will be earned to the extent
                                    predetermined goals are attained.

Plan Years                          The period over which performance will be
                                    measured is the Company's fiscal year and
                                    the two, three, four and 10 year periods
                                    after the date of grant of awards.

Eligibility and Participation       Eligibility in the Plan is limited to
                                    Executive Officers and managers who are key
                                    to Lance's success. The Stock Award
                                    Committee of the Board of Directors will
                                    review and approve participants nominated by
                                    the President and CEO. Participation in one
                                    year does not guarantee participation in a
                                    following year but will be reevaluated and
                                    determined on an annual basis.

                                    Attachment A includes the list of 2001
                                    participants approved by the Stock Award
                                    Committee on January 30, 2001. Initial
                                    awards will be made as soon as possible
                                    after the approval of the 2001 Plan by the
                                    Stock Award Committee.

Awards                              Each participant will be granted Awards
                                    expressed as an economic value equal to a
                                    percentage of his or her Base Salary.
                                    Participants may be assigned to a
                                    Performance Tier by position by salary level
                                    or based on other factors as determined by
                                    the President and CEO. If the job duties of
                                    a position change during the year, or Base
                                    Salary is increased significantly, the Award
                                    shall be revised as


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                                    appropriate.

                                    Attachment A lists the Awards for each
                                    participant for the 2001 Plan Year as
                                    granted by the Stock Award Committee. Awards
                                    will be communicated to each participant as
                                    close to the beginning of the year as
                                    practicable, in writing. Awards will be
                                    calculated by multiplying each participant's
                                    Base Salary by the appropriate percentages,
                                    as described below.

                                    o        Awards shall be calculated as
                                             follows:

<TABLE>
<CAPTION>
                                                             Percentage of Base Salary
                                            Performance Tier     for 2001 Awards
                                            ----------------     ---------------
                                            <S>                  <C>
                                                     1                  *%
                                                     2                  *%
                                                     3                  *%
                                                     4                  *%
</TABLE>

                                    o        For 2001, Awards will be allocated
                                             as follows:

<TABLE>
<CAPTION>
                                                              As a Percentage of Base Salary

                                                                                    Restricted Stock
                                                                                    ----------------
                                   Performance        100%       Stock
                                       Tier        of Target    Options      Regular      Performance
                                   -----------     ---------    -------      -------      -----------
                                   <S>             <C>          <C>          <C>          <C>
                                       1             *%            *%           *%            *%
                                       2             *%            *%           *%            *%
                                       3             *%            *%           *%            *%
                                       4**           *%            *%           *%            *%
                                   --------------
</TABLE>

                                    *Target Awards not required to be disclosed.
                                    **Only specified Tier 4 employees receive
                                    restricted stock awards.

                                    o To determine the number of shares of stock
                                    issued pursuant to each stock option,
                                    restricted stock grant and performance
                                    restricted stock grant the value of each
                                    option is calculated using the Black-Scholes
                                    model and each restricted stock grant using
                                    compensation adviser's model, subject to
                                    certain adjustments.

Long-Term Incentives                Each Participant shall receive stock options
                                    equal to 50% in economic value of his or her
                                    Award, 25% in economic value will be in
                                    regular restricted stock and 25% in economic
                                    value in performance restricted stock.



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                                    Stock options will be nonqualified and will
                                    vest in four equal annual installments
                                    beginning one year after the date of grant
                                    and shall be exercisable for 10 years after
                                    the date of grant.

                                    Restricted stock will vest as to 50% two
                                    years after the date of grant and the
                                    balance four years after the date of grant.

                                    Performance restricted stock will vest three
                                    years after the date of grant, if the
                                    cumulative consolidated earnings per share
                                    of Lance, Inc. for the three fiscal years
                                    2001, 2002 and 2003 equal or exceed $* per
                                    share.

                                    [*Target not required to be disclosed.]

Form and Timing of                  Awards will be made as soon as practicable
Awards                              after awards are approved by the Stock Award
                                    Committee of the Board of Directors. All
                                    awards will be rounded up to the nearest
                                    multiple of 50 shares.

Change In Status                    An employee hired into an eligible position
                                    during the year may participate in the plan
                                    for the balance of the year on a pro rata
                                    basis.

Certain Terminations of             In the event a participant voluntarily
Employment                          terminates employment any award which has
                                    not vested will terminate and be forfeited.
                                    In the event a participant is terminated
                                    involuntarily, any award which has not
                                    vested will terminate and be forfeited
                                    except that stock options which have vested
                                    prior to involuntary termination may be
                                    exercised within 30 days of termination. In
                                    the event of death, stock options shall
                                    become fully vested and may be exercised
                                    within one year of death. In the event of
                                    permanent disability, stock options shall
                                    become fully vested and remain exercisable
                                    in accordance with the terms of the award.
                                    In the event of normal retirement, stock
                                    options which have or will vest within six
                                    months of normal retirement will vest and
                                    become exercisable in accordance with the
                                    terms of the award and may be exercised
                                    within three years of normal retirement. In
                                    the event of death, disability or normal
                                    retirement, restricted stock and performance
                                    restricted stock awards which are not vested
                                    will be vested pro rata based on the number
                                    of full months elapsed since the date of the
                                    award. In the event of early retirement,
                                    restricted stock awards which are not vested
                                    will be vested pro rata based on the number
                                    of full months elapsed since the date of the
                                    award. In all other cases, awards which have
                                    not vested upon termination of employment
                                    will terminate and be forfeited.



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Change In Control                   In the event of a Change in Control, the
                                    vesting of awards will be accelerated to
                                    fully vest upon the effective date of a
                                    Change in Control.

                                    For this purpose, a Change in Control is
                                    defined as when any person, corporation or
                                    other entity and its affiliates (excluding
                                    members of the Van Every Family and any
                                    trust, custodian or fiduciary for the
                                    benefit of any one or more members of the
                                    Van Every Family) acquires or contracts to
                                    acquire or otherwise controls in excess of
                                    35% of the then outstanding equity
                                    securities of the Company. For the purposes
                                    of this plan, the Van Every Family shall
                                    mean the lineal descendants of Salem A. Van
                                    Every, Sr., whether by blood or adoption,
                                    and their spouses.

Withholding                         The Company shall withhold from awards any
                                    Federal, foreign, state, or local income or
                                    other taxes required to be withheld.

Communications                      Progress reports should be made to
                                    participants annually, showing performance
                                    results.

Executive Officers                  Notwithstanding any provisions to the
                                    contrary above, participation, Awards and
                                    prorations for executive officers, including
                                    the President and CEO, shall be approved by
                                    the Stock Award Committee.

Governance                          The Stock Award Committee of the Board of
                                    Directors of Lance, Inc. is ultimately
                                    responsible for the administration and
                                    governance of the Plan. Actions requiring
                                    Committee approval include final
                                    determination of plan eligibility and
                                    participation, identification of performance
                                    goals and final award determination. The
                                    decisions of the Committee shall be
                                    conclusive and binding on all participants.


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                                  ATTACHMENT A



[Target Awards omitted for participants as target levels not required to be
disclosed.]