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                                                                    Exhibit 10.2



                                   LANCE, INC.

                   2002 Long-Term Incentive Plan for Officers

Purposes and Introduction          The primary purposes of the 2002 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 2002 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 2002
                                   participants approved by the Stock Award
                                   Committee on January 24, 2002. Initial awards
                                   will be made as soon as possible after the
                                   approval of the 2002 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


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                                   Salary is increased significantly, the Award
                                   shall be revised as appropriate.

                                   Attachment A lists the Awards for each
                                   participant for the 2002 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:

                                                                  Percentage of
                                                                   Base Salary
                                            Performance Tier     for 2002 Awards
                                            ----------------     ---------------
                                                   1                    *%
                                                   2                    *%
                                                   3                    *%
                                                   4                    *%

                                   o        For 2002, Awards will be allocated
                                            as follows:

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

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                                   performance restricted stock.

                                   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 2002,
                                   2003 and 2004 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.

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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.

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

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                                   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
<TABLE>
<CAPTION>
                                                                                Regular       Performance
                                                                    Option     Restricted     Restricted
Name                       Title                          Award     Shares       Stock           Stock
----                       ---------                      -----     ------     ----------     -----------
<S>                        <C>                            <C>       <C>        <C>            <C>
P. A. Stroup, III          President & CEO                  *%         *            *              *

R. G. Tucker               Vice President and               *%         *            *              *
                             President, Lance Co.

B. C. Preslar              Vice President                   *%         *            *              *
                             - Finance/CFO

L. R. Gragnani, Jr.        Vice President                   *%         *            *              *
                             - Information
                             Technology/CIO

E. D. Leake                Vice President                   *%         *            *              *
                             - Human Resources

F. I. Lewis                Vice President - Sales           *%         *            *              *

D. R. Perzinski            Treasurer                        *%         *            *              *

M. E. Wicklund             Controller and                   *%         *            *              *
                             Assistant Secretary

H. D. Fields               President, Vista                 *%         *            *              *
                             Bakery, Inc.

A. C. Cusano               President, Cape Cod              *%         *            *              *
                             Potato Chip Company
                             Inc.

D. Nowlan                  President, Tamming               *%         *            *              *
                             Foods Ltd.
</TABLE>

[*Target levels and awards for participants not required to be disclosed.]