Exhibit 4.2 FIRST SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT This FIRST SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT (this "SUPPLEMENT") is dated as of July 1, 1999, by and between LANCE, INC., a North Carolina corporation (the "COMPANY") and...

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                                                                     Exhibit 4.2

              FIRST SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT


         This FIRST SUPPLEMENT TO PREFERRED SHARES RIGHTS AGREEMENT (this
"SUPPLEMENT") is dated as of July 1, 1999, by and between XXXXX, INC., a North
Carolina corporation (the "COMPANY") and FIRST UNION NATIONAL BANK, a national
banking association, ("FIRST UNION").

                                    Recitals

         Wachovia Bank, N.A. ("WACHOVIA") and the Company entered into a
Preferred Shares Rights Agreement (the "AGREEMENT"), dated as of July 14, 1998,
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
May 25, 1999 of the removal of Wachovia as Rights Agent effective July 1, 1999.
This Supplement is to confirm the appointment of First Union as successor Rights
Agent under 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 have the meanings assigned to them in the Agreement.

         SECTION 2. Appointment of Rights Agent. The Company hereby appoints
First Union as successor Rights Agent to act as agent for the Company in
accordance with the terms of the Agreement, and First Union 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 Xxxxx, Inc. and First Union National Bank 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 Xxxxx, 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.
         Xxxxx, 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


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         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. Change of Notice Address. First Union's address for notice
or demand pursuant to the Agreement is as follows:

                   First Union National Bank
                   Shareholder Services Administration
                   0000 X. XX Xxxxxx Xxxx.; 0X0
                   Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
                   Attn:  Xxxxxxx X. Xxxxx, Vice President

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

                                                     XXXXX, INC.


                                                     By    B. Xxxxx Xxxxxxx
                                                        ------------------------
                                                        B. Xxxxx Xxxxxxx
                                                        Vice President



                                                     FIRST UNION NATIONAL BANK


                                                     By    Xxxxxxx X. Xxxxx
                                                        ------------------------
                                                        Xxxxxxx X. Xxxxx
                                                        Vice President