LANCASTER COLONY CORPORATION Amended and Restated Key Employee Severance Agreement

Exhibit 10.1

LANCASTER COLONY CORPORATION

Amended and Restated Key Employee Severance Agreement

          This Amended and Restated Key Employee Severance Agreement (“ Agreement) is entered into as of the date set forth above between Lancaster Colony Corporation (“ LCC ”) and the undersigned key employee of LCC named above (“ Key Employee ”).

           1. Severance Benefits . In the event there is a Termination of Employment of the Key Employee within one (1) year following a Change in Control (i) by LCC other than for Cause, or (ii) by the Key Employee for Good Reason, the Key Employee shall be entitled to and shall be paid and provided the following severance benefits by LCC:

                (a)  Unpaid Base Salary . The amount of any unpaid base salary of the Key Employee accruing through the date of Termination of Employment, determined at the base salary rate in effect for the Key Employee at such date, shall be paid to the Key Employee in cash by LCC within thirty (30) days following the date of Termination of Employment ( provided that if such thirty-(30-) day period begins in one calendar year and ends in another, the Key Employee shall not have the right to designate the calendar year of payment).

                (b)  Severance Compensation . An amount equal to the lesser of (i) the sum of (y) the Key Employee’s highest annual salary paid within the three full fiscal years prior to the date of termination of employment, plus (z) the Key Employee’s highest total annual bonus paid within the three full fiscal years prior to the date of Termination of Employment, or (ii) an amount equal to twice the Key Employee’s annual compensation (salary plus bonus) paid for the full fiscal year immediately preceding the date of Termination of Employment, shall be paid to the Key Employee in cash by LCC within thirty (30) days following the date of termination of Employment ( provided that if such thirty-(30-) day period begins in one calendar year and ends in another, the Key Employee shall not have the right to designate the calendar year of payment).

               (c)  Continuation of Benefits . In addition to the foregoing cash payments, the Key Employee shall be entitled to continued coverage under such of LCC’s health, disability and life insurance plans in which the Key Employee participated on the date of Termination of Employment, on the same basis as in effect on such date of Termination of Employment (including required employee contributions, if any), for a period of one year following the date of Termination of Employment.

           2. Definitions . As used herein, the following terms shall have the meanings set forth below.

               “ Cause ” means the willful engaging by the Key Employee in malfeasance or felonious conduct which in any material respect impairs the reputation, good will or business position of LCC or involves misappropriation of LCC’s funds or other assets.

               “ Change in Control ” means a change in control of LCC of a nature that would be required to be reported in response to Item 1.01(a) or Item 5.01 of LCC’s Current Report on Form 8-K pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”); provided that , without limitation, such a Change in Control shall be deemed to have occurred at such time as (i) any “person” within the meaning of Section 14(d) of the Exchange Act, other than LCC; a subsidiary of LCC; John B. Gerlach, Jr. or any of their “affiliates” or “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act); or any employee benefit plan sponsored by LCC, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of thirty percent (30%) or more of the common stock of LCC or otherwise controls more than thirty percent (30%) of the outstanding shares entitled to vote or (ii) individuals who constitute the Board of Directors of LCC as of the date hereof (the “ Incumbent Board ”) or who are successor members to such Incumbent Board members and whose appointment or nomination for election was approved by action of at least three-fourths of (y) of such Incumbent Board (“ Approved Successors ”) or (z) by a board whose members can trace their status as such to appointment or nomination for election which was approved by at least three-fourths of Incumbent Board members or Approved Successors cease for any reason to constitute at least a majority thereof; but excluding, for this purpose, any such individual whose initial assumption of office occurs as a