STATE OF NORTH CAROLINA

EARLY RETIREMENT AGREEMENT

COUNTY OF MECKLENBURG

THIS EARLY RETIREMENT AGREEMENT (this "Agreement") is entered into as of June 10, 1998 by and between LANCE, INC., a North Carolina corporation (the "Company"), and PETER M. DUGGAN ("Duggan").

STATEMENT OF PURPOSE

Duggan has been employed by the Company since July 18, 1994. On November 11, 1997, the Company and Duggan entered into an Executive Severance Agreement (the "Severance Agreement"), whereby the Company provided Duggan with certain benefits. Duggan currently holds the title of Senior Vice President of the Company.

Duggan has decided to retire from his position with the Company. The Company and Duggan have entered into negotiations with a view toward resolving all issues relating to Duggan's employment with the Company and his retirement from that employment.

As a result of these negotiations, Duggan and the Company have agreed that Duggan will retire and that Duggan and the Company will terminate their relationship on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the Statement of Purpose and the terms and provisions of this Agreement, the parties hereto mutually agree as follows:

1. DEFINITIONS. Capitalized terms used in this Agreement that are not expressly defined herein but are defined in the Severance Agreement have the respective meanings given those terms in the Severance Agreement. In addition, as used herein, the following terms shall have the following meanings:

(a) "Affiliate" with reference to the Company means any Person that directly or indirectly is controlled by, or is under common control with, the Company. For purposes of this definition the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

(b) "Person" means any individual, corporation, association, partnership, business trust, joint stock company, limited liability company, foundation, trust, estate or other entity or organization of whatever nature.

(c) "Effective Date" with reference to this Agreement means the eighth (8th) day following the execution of this Agreement, if not a Saturday, Sunday or legal holiday, and if such day is a Saturday, Sunday or legal holiday, then the first business day following such eighth (8th) day.

2. RESIGNATION. Duggan hereby retires from employment and resigns from all offices, committees and positions he holds with the Company and its Affiliates, including but not limited to, Senior Vice President of the Company, with said resignation to be effective as of June 10, 1998. Duggan will remain on the payroll through June 26, 1998 and will be considered during such period as being on vacation, and in such connection will have no duties or responsibilities except to consult from time to time with Company officials regarding the transfer of his responsibilities to others. If requested by the Company, Duggan will execute any additional resignation letters, forms or other documents which acknowledge his resignation from such employment, positions, committees and offices.

3. PAYMENTS BY THE COMPANY AND DEFERRAL. The Company agrees to pay or provide Duggan with the following:

(a) Compensation and benefits to which Duggan is otherwise entitled as an employee of the Company at Duggan's current rate and status through June 26, 1998, in accordance with the Company's generally applicable policies and procedures;

(b) Compensation and benefits to which Duggan is otherwise entitled under the Severance Agreement in accordance with the terms of the Severance Agreement. For purposes hereof, the Company acknowledges and agrees that Duggan shall be considered to have been involuntarily terminated Without Cause, and shall be due all payments and benefits set forth in paragraph 4 of the Severance Agreement;

(c) Possession of the Company automobile used by Duggan in connection with his employment together with conveyance of title to said automobile promptly following the Effective Date of this Agreement;

(d) Health benefits for Duggan until December 31, 2000 or his earlier death under the HMO coverage option under the Company's group medical plan. During this period, Duggan will be required to pay those amounts the Company's employees are customarily required to pay from time to time for such coverage and will be entitled to obtain at his expense optional family/dependent medical coverage under the Company's group medical plan. After December 31, 2000, the Company will provide to Duggan, at such expense to Duggan as shall then be required of the Company's retired executives, health benefits as a "retiree" under such program, if any, as may then be available to the Company's retired executives and/or their dependents;

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