0001398432-07-000106.txt : 20071010 0001398432-07-000106.hdr.sgml : 20071010 20071010171556 ACCESSION NUMBER: 0001398432-07-000106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071010 DATE AS OF CHANGE: 20071010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANCASTER COLONY CORP CENTRAL INDEX KEY: 0000057515 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 131955943 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33383 FILM NUMBER: 071165837 BUSINESS ADDRESS: STREET 1: 37 W. BROAD STREET STREET 2: 5TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142247141 MAIL ADDRESS: STREET 1: 37 W. BROAD STREET STREET 2: 5TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 lancaster_13da6.htm SCHEDULE 13D AMENDMENT 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 6)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Lancaster Colony Corporation

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

513847103

(CUSIP Number)

Mr. James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

October 9, 2007

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: [ ].

(Continued on following pages)

(Page 1 of 28 Pages)

Page 2 of 28 Pages

This Amendment No. 6 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2007, as amended by that certain Amendment No. 1 filed with the SEC on June 18, 2007, that certain Amendment No. 2 filed with the SEC on June 25, 2007, that certain Amendment No. 3 filed with the SEC on July 23, 2007, that certain Amendment No. 4 filed with the SEC on September 17, 2007 and that certain Amendment No. 5 filed with the SEC on September 21, 2007 (collectively, the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, no par value per share (the “Common Stock”), of Lancaster Colony Corporation, an Ohio corporation (the “Company”). The principal executive offices of the Company are located at 37 West Broad Street, Columbus, Ohio 43215.

Item 2.

Identity and Background.

(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn (each, a “Reporting Entity” and, collectively, the “Reporting Entities”).

As of October 9, 2007, the Reporting Entities are the beneficial owners of, in the aggregate, 1,694,321 shares of Common Stock, representing approximately 5.61% of the 30,200,812 shares of Common Stock reported by the Company to be issued and outstanding as of September 21, 2007 in its preliminary proxy statement filed with the SEC on September 28, 2007.

Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Benchmark Opportunitas Fund plc is a public limited company incorporated under the laws of Ireland as an investment company. The principal business of Benchmark Opportunitas Fund plc is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Benchmark Opportunitas Fund, plc is Styne House, 2^nd Floor, Upper Hatch Street, Dublin 2, Ireland. The directors of Benchmark Opportunitas Fund plc and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.

Page 3 of 28 Pages

Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule II and incorporated by reference in this Item 2.

The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Investors, LLC.

The general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.

The investment advisor of Benchmark Opportunitas Fund plc is Barington Offshore Advisors, LLC. Barington Offshore Advisors, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors, LLC is serving as the investment advisor of Benchmark Opportunitas Fund plc. The address of the principal business and principal office of Barington Offshore Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Offshore Advisors, LLC.

The investment advisor of Barington Companies Offshore Fund, Ltd. is Barington Offshore Advisors II, LLC. Barington Offshore Advisors II, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors II, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The address of the principal business and principal office of Barington Offshore Advisors II, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Offshore Advisors II, LLC.

Barington Companies Investors, LLC, Barington Companies Advisors, LLC, Barington Offshore Advisors, LLC and Barington Offshore Advisors II, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and

Page 4 of 28 Pages

principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA Capital Corp. and their principal occupations and business addresses are set forth on Schedule III and incorporated by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.

RJG Capital Partners, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal offices of RJG Capital Partners, L.P. is 11517 West Hill Drive, North Bethesda, Maryland 20852.

The general partner of RJG Capital Partners, L.P. is RJG Capital Management, LLC. RJG Capital Management, LLC is a Delaware limited liability company formed to be the general partner of RJG Capital Partners, L.P. The address of the principal offices of RJG Capital Management, LLC is 11517 West Hill Drive, North Bethesda, Maryland 20852. Ronald J. Gross is the Managing Member of RJG Capital Management, LLC. The business address of Mr. Gross is c/o RJG Capital Management, LLC, 11517 West Hill Drive, North Bethesda, Maryland 20852.

D.B. Zwirn Special Opportunities Fund, L.P. is a Delaware limited partnership formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151.

D.B. Zwirn Special Opportunities Fund, Ltd. is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. The address of the principal business and principal office of D.B. Zwirn Special Opportunities Fund, Ltd. is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896 GT, George Town, Harbour Centre, 2nd Floor, Grand Cayman, Cayman Island, British West Indies. HCM/Z Special Opportunities LLC is an exempted company organized under the laws of the Cayman Islands formed to be used as an investment vehicle. The address of the principal business and principal office of HCM/Z Special Opportunities LLC is c/o Highbridge Capital Corporation, Corporate Centre, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman Islands, British West Indies. There are no officers of D.B. Zwirn Special Opportunities Fund, Ltd. or HCM/Z Special Opportunities LLC. The directors of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC and their principal occupations and business addresses are set forth on Schedule IV and incorporated by reference in this Item 2.

The manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC is D.B. Zwirn & Co., L.P. D.B. Zwirn & Co., L.P. is a Delaware limited partnership. The principal business of D.B. Zwirn & Co., L.P. is acting as the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. The address of the principal business and principal office of D.B. Zwirn & Co., L.P. is 745 Fifth Avenue, 18th Floor, New York, New York 10151. The general partner of D.B. Zwirn & Co., L.P. is DBZ GP, LLC. DBZ GP, LLC is a Delaware limited liability company that acts as the general partner of D.B. Zwirn & Co., L.P. The address of the principal business and principal office of DBZ GP, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151.

Page 5 of 28 Pages

The managing member of DBZ GP, LLC is Zwirn Holdings, LLC. Zwirn Holdings, LLC is a Delaware limited liability company that acts as the managing member of DBZ GP, LLC. The address of the principal business and principal office of Zwirn Holdings, LLC is 745 Fifth Avenue, 18th Floor, New York, New York 10151. Daniel B. Zwirn is the managing member of Zwirn Holdings, LLC. The business address of Mr. Zwirn is c/o D.B. Zwirn & Co., L.P., 745 Fifth Avenue, 18th Floor, New York, New York 10151.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

Item 2(d) - (f) of the Statement is hereby amended and restated as follows:

(d) - (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of the United Kingdom, Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom, Jim Cleary, a director of Benchmark Opportunitas Fund plc, who is a citizen of Ireland, Andreas Jeschko, a director of Benchmark Opportunitas Fund plc, who is a citizen of Austria, Karen Kisling, a director of Benchmark Opportunitas Fund plc, who is a citizen of Austria, Carl O’Sullivan, a director of Benchmark Opportunitas Fund plc, who is a citizen of Ireland, Alison Nolan, a director of D.B. Zwirn Special Opportunities Fund, Ltd. who is a citizen of the United Kingdom and Hugh Thompson, a director of HCM/Z Special Opportunities LLC who is a citizen of the United Kingdom.

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

On October 9, 2007, the Company entered into an agreement (the “Agreement”) with the Reporting Entities that will avoid a proxy contest for the election of directors at the Company’s 2007 annual meeting of shareholders (the “2007 Annual Meeting”). A copy of the joint press release announcing the Agreement is attached as Exhibit 99.7 hereto and incorporated by reference herein.

The following is a brief description of the terms of the Agreement, which description is qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 99.8 hereto and incorporated by reference herein.

Under the terms of the Agreement, the Reporting Entities have agreed to (a) withdraw notice of the intention of Barington to nominate persons for election as directors at the 2007

Page 6 of 28 Pages

Annual Meeting (the “Barington Nomination”), (b) vote their shares in favor of the Company’s nominees for director at the 2007 Annual Meeting and (c) abide by certain limited standstill provisions until the Company’s 2008 annual meeting of shareholders.

The Agreement also provides that, by January 7, 2008, the Company will appoint to its Board a new independent director, who is mutually acceptable to both the Company and the Reporting Entities, with a term expiring at the Company’s 2010 annual meeting of shareholders.

In addition, the Company has agreed to form a task force (the “Task Force”) to enhance the Company’s ongoing efforts to improve its operations, productivity and profitability. The Task Force will include the Company’s Chief Financial Officer and such other members as are designated by the Company’s Chief Financial Officer. The Task Force will seek to identify measures to, among other things, improve gross margins, reduce SG&A expenses and enhance manufacturing and marketing efficiencies. In connection with these efforts, the Task Force will consult with representatives of the Reporting Entities and consider their suggestions in good faith. The Company’s Chief Financial Officer will also consider in good faith whether it is desirable for the Task Force to retain a third party consultant to assist the Task Force in its efforts. The Task Force will use commercially reasonable efforts to develop a business plan (the “Business Plan”) identifying measures to improve the operations and profitability of the Company within one hundred and eighty (180) days after the date of the Agreement, and will use commercially reasonable efforts to implement the measures identified in the Business Plan as promptly as reasonably practicable thereafter. Upon completion of the Business Plan, the Company will issue a press release or make such other public disclosure that provides the Company’s shareholders with a description of the Business Plan as the Company deems appropriate.

The Agreement also provides that the Company will establish a goal of repurchasing, subject to market conditions and compliance with laws, at least 2 million shares of its Common Stock during the Company’s fiscal year ended June 30, 2008. Furthermore, the Company has agreed to use commercially reasonable efforts toward the goal of completing its previously announced review of strategic alternatives for its nonfood businesses by August 31, 2008.

In addition, the Company has agreed to implement corporate governance initiatives, specifically establishing a lead independent director and having its Nominating and Governance Committee perform a review of the Company’s corporate governance policies. In connection with this review, a representative of the Nominating and Governance Committee will consult with representatives of the Reporting Entities and consider their suggested improvements in good faith.

Lastly, the Company shall reimburse Barington Capital Group, L.P. for the actual documented out-of-pocket expenses (up to a maximum of $150,000) incurredby the Reporting Entities in connection with their Schedule 13D filings, the Barington Nomination and related anticipated proxy solicitation, and the negotiation and execution of the Agreement and all related activities and matters.

Item 6.

Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented as follows:

Page 7 of 28 Pages

On October 9, 2007, the Reporting Entities entered into an Agreement with the Company, as described in Item 4, a copy of which is attached as Exhibit 99.8 hereto and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented as follows:

Exhibit No.

Exhibit Description

Page

99.7

Joint Press Release dated October 9, 2007.

15 to 16

99.8

Agreement among Lancaster Colony Corporation, Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Benchmark Opportunitas Fund plc, Barington Offshore Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald J. Gross, D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd., HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC and Daniel B. Zwirn dated October 9, 2007.

17 to 28

Page 8 of 28 Pages

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: October 10, 2007

		BARINGTON COMPANIES EQUITY
		PARTNERS, L.P.
		By: Barington Companies Investors, LLC, its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES INVESTORS, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		BARINGTON INVESTMENTS, L.P.
		By: Barington Companies Advisors, LLC, its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		BENCHMARK OPPORTUNITAS FUND PLC
		By: Barington Offshore Advisors, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

Page 9 of 28 Pages

BARINGTON OFFSHORE ADVISORS, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES OFFSHORE FUND, LTD.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President

BARINGTON OFFSHORE ADVISORS II, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		BARINGTON CAPITAL GROUP, L.P.
		By: LNA Capital Corp., its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President and CEO

LNA CAPITAL CORP.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President and CEO

	/s/ James A. Mitarotonda
	James A. Mitarotonda

Page 10 of 28 Pages

		RJG CAPITAL PARTNERS, L.P.
		By: RJG Capital Management, LLC, its general partner

	By: /s/ Ronald J. Gross
	Name: Ronald J. Gross
	Title: Managing Member

RJG CAPITAL MANAGEMENT, LLC

	By: /s/ Ronald J. Gross
	Name: Ronald J. Gross
	Title: Managing Member

		/s/ Ronald J. Gross
		Ronald J. Gross

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
		By: D.B. Zwirn Partners, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
		By: D.B. Zwirn & Co., L.P., its manager
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

Page 11 of 28 Pages

		HCM/Z SPECIAL OPPORTUNITIES LLC
		By: D.B. Zwirn & Co., L.P., its manager
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

		D.B. ZWIRN & CO., L.P.
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

		DBZ GP, LLC
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

ZWIRN HOLDINGS, LLC

	By: /s/ Daniel B. Zwirn
	Name: Daniel B. Zwirn
	Title: Managing Member

		/s/ Daniel B. Zwirn
		Daniel B. Zwirn

Page 12 of 28 Pages

SCHEDULE I

Directors of Benchmark Opportunitas Fund plc

Name and Position	Principal Occupation	Principal Business Address

Jim Cleary Director	Principal of Cleary Consulting	Oriel, 25 Revington Park, North Circular Road, Limerick, Ireland

Andreas Jeschko Director	Chief Executive Officer of Benchmark Advisory Limited and Benchmark Capital Management GmbH	23 Regent House, Bisazza Street, SLM15, Sliema, Malta

Kenneth Mousu Director	Chief Investment Officer of Benchmark Advisory Limited	23 Regent House, Bisazza Street, SLM15, Sliema, Malta

Carl O’Sullivan Director	Partner, Arthur Cox	Earlsfort Centre Earlsfort Terrace Dublin 2 Ireland

Page 13 of 28 Pages

SCHEDULE II

Directors and Officers of Barington Companies Offshore Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda Director and President	Chairman and Chief Executive Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Sebastian E. Cassetta Director	Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Jonathan Clipper Director	Managing Director of Bedford Management Ltd	7 Reid Street, Suite 108 Hamilton HM11, Bermuda

Graham Cook Director	Director/Manager, Corporate Services of Byson Financial Services, Ltd.	Bison Court P.O. Box 3460 Road Town, Tortola British Virgin Islands

Citigroup Fund Services, Ltd. Secretary	Fund Administration	Washington Mall 1, 3^rd Flr. 22 Church Street Hamilton HM11, Bermuda

Seth I. Berman Treasurer	Chief Financial Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

SCHEDULE III

Officers of LNA Capital Corp.

Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda President and CEO	Chairman and Chief Executive Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Sebastian E. Cassetta Secretary	Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Seth I. Berman Treasurer	Chief Financial Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17^th Floor New York, NY 10019

Page 14 of 28 Pages

SCHEDULE IV

Directors of D.B. Zwirn Special Opportunities Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address

Daniel B. Zwirn Director	Managing Partner of D.B. Zwirn & Co., L.P.	745 Fifth Avenue 18^th Floor New York, NY 10151

Alison Nolan Director	Managing Director of Athena International Management Limited	Ugland House, 113 South Church Street, George Town, Grand Cayman

Directors of HCM/Z Special Opportunities LLC

Name and Position	Principal Occupation	Principal Business Address

Glenn R. Dubin Director	Managing Member/Co-Founder of Highbridge Capital Management and Co-Chairman of Dubin & Swieca Capital Management	9 West 57th Street 27^th Floor New York, NY 10019

Hugh G. Thompson Director	Senior Vice President of Maples Finance Limited	PO Box 1093GT Queensgate House South Church Street, George Town Grand Cayman, Cayman Islands

EX-99.7 2 exh99_7.htm AGREEMENT ANNOUNCEMENT

Page 15 of 28 Pages

EXHIBIT 99.7

LANCASTER COLONY CORPORATION AND BARINGTON GROUP

ANNOUNCE AGREEMENT

COLUMBUS, Ohio and NEW YORK, New York – October 9, 2007 – Lancaster Colony Corporation (the “Company”) (Nasdaq: LANC) and a group of investors led by Barington Capital Group, L.P. (the “Barington Group”), which has reported beneficial ownership of approximately 5.6% of the Company’s outstanding shares, announced today that they have reached an agreement that will avoid a proxy contest at the Company’s 2007 Annual Meeting of Shareholders.

Under the terms of the agreement, the Barington Group has withdrawn its notice of intent to nominate persons for election as directors at the Company’s 2007 Annual Meeting, has agreed to vote its shares in favor of the Company’s nominees for director at the 2007 Annual Meeting, and has agreed to abide by certain standstill provisions until the Company’s 2008 Annual Meeting.

The agreement also provides that, by January 7, 2008, the Company will appoint to its Board a new independent director, who is mutually acceptable to both the Company and the Barington Group.

In addition, the Company has agreed to form a task force to continue the Company’s work on improving its operations, productivity and profitability. In connection with these efforts, the task force will consult with representatives of the Barington Group.

The agreement also provides that the Company will establish a goal of repurchasing, subject to market conditions and compliance with laws, at least 2.0 million shares of its common stock during the Company’s fiscal year ended June 30, 2008. These repurchases will be effected pursuant to the expanded share repurchase program announced by the Company on August 22, 2007. Furthermore, the Company has agreed to use commercially reasonable efforts toward the goal of completing its previously announced review of strategic alternatives for its nonfood businesses by August 31, 2008.

Lastly, the Company has agreed to implement corporate governance initiatives, specifically establishing a lead independent director and having its Nominating and Governance Committee perform a review of the Company’s corporate governance policies. In connection with this review, a representative of the Nominating and Governance Committee will consult with representatives of the Barington Group.

Chairman and CEO John B. Gerlach said: “The Board of Directors believes the agreement with Barington serves the best interests of the Company and its stockholders. We remain committed to continuing our ongoing efforts to improve the operations and financial performance of our Company and welcome the input of the Barington Group in this regard.”

James A. Mitarotonda, the Chairman, President and Chief Executive Officer of Barington Capital Group, L.P., stated, “We are pleased by this agreement which we believe provides significant value for the shareholders of Lancaster Colony. We appreciate the commitment of

Page 16 of 28 Pages

the Board to make changes to improve the Company’s operations, profitability and corporate governance. We look forward to working constructively with the Company and its Board to continue to create additional value for the shareholders of the Company.”

About Lancaster Colony Corporation

Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products including specialty foods for the retail and foodservice markets; glassware and candles for the retail, floral and foodservice markets; and automotive products for the original equipment market and aftermarket.

About Barington Capital Group, L.P.

Barington Capital Group, L.P. is an investment management firm that primarily invests in undervalued, small and mid-capitalization companies. Barington and its principals are experienced value-added investors who have taken active roles in assisting companies in creating or improving shareholder value.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations, contain projections regarding future developments, operations or financial conditions, or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results may differ as a result of factors over which we have no, or limited, control including our ability to identify suitable directors to serve on our board, market and industry conditions that may affect the Company’s profitability and willingness and ability to repurchase shares, and our ability to complete our strategic review of alternatives for our nonfood operations and our ability to execute any of those alternatives. Management believes these forward-looking statements to be reasonable; however, undue reliance should not be placed on such statements that are based on current expectations. We undertake no obligation to update such forward-looking statements. More detailed statements regarding significant events that could affect our financial results are included in our annual report on Form 10-K as filed with the Securities and Exchange Commission.

Contacts:

Lancaster Colony Corporation

Investor Relations Consultants, Inc.

Phone: (727) 781-5577 or E-mail: lanc@mindspring.com

The Barington Group

Somna Maraj

Edelman

Phone: (212) 704-8175

EX-99.8 3 exh99_8.htm AGREEMENT

Page 17 of 28 Pages

EXHIBIT 99.8

EXECUTION COPY

AGREEMENT

This Agreement, dated as of October 9, 2007 (“Agreement”), is by and among Lancaster Colony Corporation, an Ohio corporation (the “Company”), and the other persons and entities that are signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the Barington Group) which are or may be deemed to be members of a “group” with respect to the common stock of the Company, without par value (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

WHEREAS, the Barington Group (i) has publicly indicated that it intends to solicit proxies for the election of its own alternative slate of nominees (the “Proxy Solicitation”) for election to the Company’s board of directors (the “Board”) at the 2007 annual meeting of shareholders of the Company (the “2007 Annual Meeting”) and (ii) has taken certain actions in furtherance thereof; and

WHEREAS, the Company and the members of the Barington Group have determined that the interests of the Company and its shareholders would be best served by, among other things, avoiding the substantial expense and disruption that would result from the Proxy Solicitation;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Representations and Warranties of the Company. The Company hereby represents and warrants to the Barington Group that (i) this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (ii) neither the execution of this Agreement nor the fulfillment of the terms hereof will conflict with, result in a breach or violate in any material respect the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject.

2. Representations and Warranties of the Barington Group. Each member of the Barington Group represents and warrants to the Company that (i) this Agreement has been duly authorized, executed and delivered by such member, and is a valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (ii) as of September 21, 2007 and as of the date of this

Page 18 of 28 Pages

Agreement, the members of the Barington Group, together with their respective Affiliates and Associates, beneficially own in the aggregate 1,694,321 shares of Common Stock (the “Barington Group Shares”).

3. Barington Nomination; Voting Agreement.

(a) The Barington Group hereby withdraws its letter dated September 19, 2007 to the Secretary of the Company providing Notice to the Secretary of the intention of Barington Companies Equity Partners, L.P. to nominate persons for election as directors at the 2007 Annual Meeting (the “Barington Nomination”).

(b) At the 2007 Annual Meeting and at every adjournment or postponement thereof, the Barington Group shall, with respect to the Barington Group Shares and any other shares of Common Stock in respect of which the Barington Group has the right to direct the vote (collectively, the “Voting Shares”): (i) appear at such meeting or otherwise cause the Voting Shares to be counted as present thereat for purposes of establishing a quorum; and (ii) vote or cause to be voted the Voting Shares in favor of the persons nominated by the Board to serve on the Board, as identified in the Company’s definitive proxy statement filed in respect of the 2007 Annual Meeting, and not in favor of any other nominees to serve on the Board.

4. Standstill Period.

(a) Except as provided in Section 4(b), each member of the Barington Group agrees that, from the date of this Agreement until the earlier of November 17, 2008 and the Company’s 2008 annual meeting of shareholders (such period, the “Standstill Period”), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i) engage in any solicitation of proxies or consents to vote any voting securities of the Company or become a participant in any election contest with respect to the Company; (ii) seek to influence any person with respect to the voting or disposition of any securities of the Company; provided, however, that any member of the Barington Group and any Affiliate or Associate of any such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor; (iii) demand a copy of the Company’s list of shareholders or its other books and records; (iv) otherwise publicly act, alone or in concert with others, to seek to influence the management, the Board or policies of the Company or initiate or take any action to obtain representation on the Board, except as permitted expressly by this Agreement; (v) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company, except that nothing contained herein shall prohibit members of the Barington Group or their Affiliates and Associates from (x) participating in a group to the extent such group currently exists, (y) adding its Affiliates or Associates to such group, or (z) participating in a group to the extent that such group does not take any actions that any member of the Barington Group would be prohibited from doing individually pursuant to this Section 4(a); or (vi) enter

Page 19 of 28 Pages

into any agreements with any third party with respect to any of the foregoing, except in each case, as contemplated by this Agreement.

(b) Nothing in Section 4(a) shall limit any member of the Barington Group or the Associates or Affiliates of such member from taking any of the actions otherwise prohibited by Section 4(a) in connection with the 2008 annual meeting of shareholders of the Company, including without limitation, nominating directors or soliciting proxies for the election of directors or other purposes, requesting a shareholder list, related information and other books and records, making public filings or announcements or taking any other action, in each case, related to the solicitation of proxies at the 2008 annual meeting of shareholders of the Company; provided, however, that each member of the Barington Group and its Associates or Affiliates shall (i) comply with the terms of the Company’s Code of Regulations as in effect on the date hereof as they apply to the 2008 annual meeting of shareholders of the Company (including without limitation provisions relating to the nomination of directors), and (ii) refrain from soliciting proxies or making public filings or announcements in connection with the solicitation of proxies for the Company’s 2008 annual meeting of shareholders prior to the earlier of (x) the submission of a timely notice of an intent to nominate persons to serve as directors at the 2008 annual meeting of shareholders, and (y) August 15, 2008.

(c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

(d) In the event that the Company is in material breach of its obligations under this Agreement, including, without limitation, a failure to comply in any material respect with the provisions of Section 5 through Section 10 of this Agreement, and such material breach is not cured within 30 days after notice thereof to the Company by the Barington Group, then in addition to any other remedies that the members of the Barington Group may have, the provisions of Sections 3 and 4(a) shall also terminate.

5. Additional Director.

(a) The Nominating and Governance Committee and the Barington Group shall work in good faith to identify a mutually acceptable candidate to serve as a director on the Board (the “New Director”) within ninety (90) days of the date hereof. The New Director shall qualify as an Independent Director. For purposes of this Agreement, an “Independent Director” is a director that qualifies as “independent” under the listing standards of The Nasdaq Stock Market, Inc (Marketplace Rule 4200 and any successor thereto) and Item 407(a) of Regulation S-K promulgated by the SEC. In addition, the New Director shall be an individual that the Company and the Barington Group reasonably believe does not have a relationship with the Barington Group, the Company or any of the Company’s executive officers that would impair the independence of such director in carrying out the responsibilities of a director of the Company.

Page 20 of 28 Pages

(b) Upon the identification of the New Director, the Board shall, at its next regularly scheduled meeting, (i) either (A) cause a then-current member of the Board whose term expires at the Company’s 2010 annual meeting of stockholders to resign, retire or be removed, or (B) cause the size of the Board to be increased by one, and (ii) appoint the New Director to fill the newly created vacancy (it being understood that in either case the New Director shall be a member of the class of directors whose term ends at the 2010 annual meeting of the shareholders of the Company).

6. Improvement in Operations and Profitability.

(a) As promptly as reasonably practicable (and in any case no later than forty-five (45) days from the date of this Agreement), the Company shall form a working group (the “Task Force”) to enhance its ongoing efforts to improve the continuing operations and profitability of the Company (it being understood that this review may not include a review of non-food operations). The Task Force shall include the Company’s Chief Financial Officer and such other members as are designated by the Company’s Chief Financial Officer. The Task Force shall seek to identify measures to, among other things

Improve gross margins;

ii.

Reduce SG&A expenses; and

iii.

Enhance manufacturing and marketing efficiencies.

(b) The Chief Financial Officer shall consider in good faith whether it is desirable for the Task Force to retain a third-party consultant to assist the Task Force (and if the Chief Financial Officer so decides that it is desirable, the Company shall retain a third-party consultant to assist the Task Force).

(c) The Task Force shall use commercially reasonable efforts to develop a business plan (the “Business Plan”) identifying measures to improve the operations and profitability of the Company within one hundred and eighty (180) days after the date hereof, and shall use commercially reasonable efforts to implement the measures identified in the Business Plan as promptly as reasonably practicable thereafter. Upon completion of the Business Plan, the Company shall issue a press release or make such other public disclosure that provides the Company’s shareholders with such description of the Business Plan as the Company deems appropriate.

(d) In connection with the development of the Business Plan, a representative of the Task Force shall consult with representatives of the Barington Group regarding any suggested improvements the Barington Group may have, and the Task Force shall consider such suggested improvements in good faith.

7. Share Repurchase Program. The Company shall utilize commercially reasonable efforts to continue to repurchase outstanding shares of Common Stock up to the amount

Page 21 of 28 Pages

authorized by the Board (it being understood that the Board has authorized the Company to repurchase approximately 2.6 million shares of Common Stock in addition to those shares of Common Stock that the Company has repurchased prior to the date hereof, and that the Board does not intend to revoke or reduce this authorization), with a goal (but not a requirement) of repurchasing a total of at least two (2) million shares during the period from July 1, 2007 through June 30, 2008, inclusive. The Barington Group acknowledges that the Company’s obligations pursuant to this Section 7 are subject to compliance with all applicable laws (including without limitation all applicable securities laws) and contractual obligations, and that the Company may take into account prevailing market factors in determining whether and when to repurchase any shares of Common Stock.

8. Completion of Strategic Process. The Company shall continue its efforts, as publicly announced on August 17, 2007, to explore strategic alternatives for its nonfood businesses with the assistance of outside financial advisors. The Company shall use commercially reasonable efforts to complete these efforts prior to August 31, 2008.

9. Lead Independent Director. No later than the 2007 Annual Meeting, the Independent Directors of the Board shall appoint a lead Independent Director. The Independent Directors of the Board may appoint successor lead Independent Directors at any time and from time to time as they deem appropriate. The lead Independent Director shall: (i) work closely with the chairman of the Board with regard to approving the information presented to the Board and setting and approving meeting agendas and meeting schedules; (ii) chair meetings of the Board in the absence of the chairman of the Board; (iii) oversee meetings of the Independent Directors of the Board; (iv) serve as the principal liaison between the Independent Directors of the Board and the chairman of the Board; (v) take a leading role in the Board evaluation process; and (vi) have the authority to call meetings of the Independent Directors of the Board.

10. Corporate Governance Review. As soon as reasonably practicable, but in any event with a goal of completion within one hundred and eighty (180) days of the date of this Agreement, the Nominating and Governance Committee shall implement a review of the Company’s corporate governance and prepare, for consideration by the entire Board, a report identifying any proposed changes that the Nominating and Governance Committee deems appropriate to improve the Company’s corporate governance. In connection with this review, the Nominating and Governance Committee shall be entitled to retain, at the Company’s expense, independent counsel and such other advisors as it deems necessary or appropriate to assist the committee in its evaluation. The Nominating and Governance Committee shall cause a representative of the committee to meet with a representative of the Barington Group regarding any suggested improvements the Barington Group may have, and the committee shall consider such suggested improvements in good faith.

11. Public Announcement. The Barington Group and the Company shall issue a joint press release in the form attached hereto as Exhibit A on the date hereof.

12. Expense Reimbursement; Costs and Expenses. Within five (5) business days after receiving documentation thereof, the Company shall reimburse Barington Capital Group, L.P. for the actual documented out-of-pocket expenses (up to a maximum of $150,000) incurred by

Page 22 of 28 Pages

the members of the Barington Group in connection with its Schedule 13D filings, the Barington Nomination and related anticipated proxy solicitation, and the negotiation and execution of this Agreement and all related activities and matters. Except as provided in the preceding sentence, all costs and expenses incurred in connection with this Agreement will be paid by the party incurring such cost or expense.

13. Confidentiality. The members of the Barington Group (each, a “Recipient”) each acknowledge the confidential and proprietary nature of the Confidential Information (as defined below) and agree that the Confidential Information (a) will be kept confidential by Recipient and Recipient’s Representatives and (b) will not be disclosed by Recipient (except to other Recipients and their Affiliates and Associates and such person’s Representatives to the extent contemplated by this Agreement) or by Recipient’s Representatives (as defined below) to any person except with the specific prior written consent of the Company or except as expressly otherwise permitted by this Agreement. It is understood that (y) Recipient may disclose Confidential Information only to those of Recipient’s Representatives who are informed by Recipient of the confidential nature of the Confidential Information and the obligations of this Agreement, and (z) Recipient shall be responsible for the breach of the provisions of this Section 13 by Recipient’s Representatives. As used in this Agreement, the term “Confidential Information” means and includes any and all confidential, non-public or proprietary information concerning the business and affairs of the Company that may hereafter be disclosed to Recipient by the Company or by the directors, officers, employees, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors (“Representatives”) of the Company; provided that “Confidential Information” shall not include information that (a) was in or enters the public domain or was or becomes generally available to the public other than as a result of disclosure by Recipient or any Representative thereof, (b) was independently acquired by Recipient without violating any of the obligations of Recipient or its Representatives under this Agreement, or under any other contractual, legal, fiduciary or binding obligation of Recipient or its Representatives with or to the Company, (c) was available, or becomes available, to Recipient on a nonconfidential basis other than as a result of its disclosure to Recipient by the Company or any Representative of the Company, but only if to the knowledge of Recipient the source of such information is not bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the information to Recipient or Recipient’s Representatives by a contractual, legal, fiduciary or other binding obligation with or to the Company, or (d) was independently developed by Recipient or its Representatives without reference to any other Confidential Information.

14. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (e) each of the parties irrevocably consents to

Page 23 of 28 Pages

service of process by first class certified mail, return receipt requested, postage prepaid, to the address of such parties’ principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

15. Representative. Each member of the Barington Group hereby irrevocably appoints Barington Capital Group, L.P. as such member’s attorney-in-fact and representative (the “Barington Representative”), in such member’s place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each member of the Barington Group, upon any action taken by the Barington Representative or upon any document, notice, instruction or other writing given or executed by the Barington Representative.

16. Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

17. No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies or liabilities upon any person other than the parties hereto, their respective successors and assigns.

18. Counterparts. This Agreement may be executed in two or more counterparts which together shall constitute a single agreement.

19. Entire Agreement; Amendment; Assignment. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto, or in the case of the Barington Group, the Barington Representative, or their respective successors or assigns. The Company may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the Barington Representative, and no member of the Barington Group may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the Company.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Page 24 of 28 Pages

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof.

LANCASTER COLONY CORPORATION

	By: /s/ John B. Gerlach, Jr.
	Name: John B. Gerlach, Jr.
	Title: Chief Executive Officer

		BARINGTON COMPANIES EQUITY
		PARTNERS, L.P.
		By: Barington Companies Investors, LLC, its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES INVESTORS, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		BARINGTON INVESTMENTS, L.P.
		By: Barington Companies Advisors, LLC, its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

Page 25 of 28 Pages

		BENCHMARK OPPORTUNITAS FUND PLC
		By: Barington Offshore Advisors, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON OFFSHORE ADVISORS, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES OFFSHORE FUND, LTD.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President

BARINGTON OFFSHORE ADVISORS II, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		BARINGTON CAPITAL GROUP, L.P.
		By: LNA Capital Corp., its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President and CEO

Page 26 of 28 Pages

LNA CAPITAL CORP.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President and CEO

	/s/ James A. Mitarotonda
	James A. Mitarotonda

		RJG CAPITAL PARTNERS, L.P.
		By: RJG Capital Management, LLC, its general partner

	By: /s/ Ronald J. Gross
	Name: Ronald J. Gross
	Title: Managing Member

RJG CAPITAL MANAGEMENT, LLC

	By: /s/ Ronald J. Gross
	Name: Ronald J. Gross
	Title: Managing Member

		/s/ Ronald J. Gross
		Ronald J. Gross

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
		By: D.B. ZWIRN PARTNERS, LLC, its general partner
		By: ZWIRN HOLDINGS, LLC, its managing member

	By: /s/ Lawrence Cutler
	Name: Lawrence Cutler
	Title: Chief Compliance Officer and Chief Operating Officer

Page 27 of 28 Pages

		D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
		By: D.B. Zwirn & Co., L.P., its manager
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Lawrence Cutler
	Name: Lawrence Cutler
	Title: Chief Compliance Officer and Chief Operating Officer

		HCM/Z SPECIAL OPPORTUNITIES LLC
		By: D.B. Zwirn & Co., L.P., its manager
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Lawrence Cutler
	Name: Lawrence Cutler
	Title: Chief Compliance Officer and Chief Operating Officer

Page 28 of 28 Pages

		D.B. ZWIRN & CO., L.P.
		By: DBZ GP, LLC, its general partner
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Lawrence Cutler
	Name: Lawrence Cutler
	Title: Chief Compliance Officer and Chief Operating Officer

		DBZ GP, LLC
		By: Zwirn Holdings, LLC, its managing member

	By: /s/ Lawrence Cutler
	Name: Lawrence Cutler
	Title: Chief Compliance Officer and Chief Operating Officer

ZWIRN HOLDINGS, LLC

	By: /s/ Lawrence Cutler
	Name: Lawrence Cutler
	Title: Chief Compliance Officer and Chief Operating Officer

	By: /s/ Daniel B. Zwirn
	Daniel B. Zwirn