10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

Commission file number 000-04065

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

Ohio	13-1955943
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

37 West Broad Street
Columbus, Ohio	43215
(Address of principal executive offices)	(Zip Code)

614-224-7141
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ      No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o      No þ

     As of April 30, 2008, there were approximately 28,723,000 shares of Common Stock, without par value per share, outstanding.

EXPLANATORY NOTE

     Lancaster Colony Corporation (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (this “Amendment”) to include Item 5 of Part II of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on May 12, 2008 (the “Original Filing”) to disclose the fact that the Company made certain grants of stock appreciation rights and restricted stock under the Lancaster Colony Corporation 2005 Stock Plan pursuant to new form award agreements. This Amendment also amends the cover page, and amends Item 6 of Part II and the Index to Exhibits of the Original Filing to include as exhibits the new form of restricted stock award agreement and the new form of stock appreciation rights award agreement.

     As a result of this Amendment, additional management certifications have been executed and filed as of the date of this Amendment. Except as described in this Explanatory Note, this Amendment does not modify or update other disclosures in, or exhibits to, the Original Filing, and those unaffected parts or exhibits are not included in this Amendment. This Amendment continues to speak as of the date of the Original Filing, and we have not updated the disclosure contained herein or therein to reflect events that have occurred since the filing of the Original Filing.

PART II — OTHER INFORMATION

Item 5. Other Information

     On February 27, 2008, we granted 12,000 stock-settled stock appreciation rights (“SSSARs”) and 300 shares of restricted stock each to John L. Boylan and Bruce L. Rosa, two of our named executive officers, under the Lancaster Colony Corporation 2005 Stock Plan. The SSSARs were granted pursuant to a new form of stock appreciation rights award agreement that provides for, among other things, vesting of one-third of the SSSARs each year over a three-year period beginning on the first anniversary of the grant date so long as the grantee remains employed by us. Vested SSSARs can be exercised by the grantee for up to five years after the grant date, subject to shorter exercise periods in the event of the grantee’s death or disability or another termination event. The restricted stock awards were granted pursuant to a new form of restricted stock award agreement that provides for, among other things, vesting of all of the shares of restricted stock upon the earliest to occur of a change in control of the Company, the grantee’s death or disability or the third anniversary of the grant date. The restricted stock award agreement also provides that the awarded shares of restricted stock will be forfeited if the grantee ceases to be employed by us before the third anniversary of the date of grant for any reason other than his or her death or disability.

     The Form of Restricted Stock Award Agreement and Form of Stock Appreciation Rights Award Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively.

Item 6. Exhibits

     See Index to Exhibits following Signatures

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

		Lancaster Colony Corporation
		(Registrant)
Date: August 28, 2008	By:	/s/ John L. Boylan
		John L. Boylan
		Treasurer, Vice President, Assistant Secretary, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
MARCH 31, 2008

INDEX TO EXHIBITS

Exhibit
Number	Description	Located at
10.1*	Form of Restricted Stock Award Agreement for employees and consultants under the Lancaster Colony Corporation 2005 Stock Plan	Filed herewith
10.2*	Form of Stock Appreciation Rights Award Agreement for employees and consultants under the Lancaster Colony Corporation 2005 Stock Plan	Filed herewith
31.1	Certification of CEO Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934	Filed herewith
31.2	Certification of CFO Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934	Filed herewith
32	Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	(a)

*	Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.
(a)	Indicates the exhibit is incorporated by reference to Exhibit 32 to Lancaster Colony Corporation’s Quarterly Report on Form 10-Q (000-04065) for the quarter ended March 31, 2008.

EX-10.1

Exhibit 10.1

LANCASTER COLONY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

     This Restricted Stock Award Agreement (this “Agreement”) is dated as of February 27, 2008, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and «name», a Service Provider for the Company (the “Grantee”).

W I T N E S S E T H

     WHEREAS, the Company desired to award Restricted Stock to the Grantee in accordance with the provisions of the Plan; and

     WHEREAS, the Grantee wishes to accept such award; and

     WHEREAS, the execution of this Agreement has been authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on February 27, 2008; and

     WHEREAS, the Company hereby confirms to the Grantee the grant, effective on February 27, 2008 (the “Grant Date”), pursuant to the 2005 Stock Plan (the “Plan”), of «shares» Shares of Restricted Stock (“Awarded Shares”) subject to the terms and conditions of the Plan and the terms and conditions described below.

     WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the same meanings as in the Plan.

     NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

     1. Provisions of the Plan Controlling. The Grantee specifically understands and agrees that the Awarded Shares are being granted under the Plan, and are being granted to the Grantee as Restricted Stock pursuant to the Plan, copies of which Plan the Grantee acknowledges the Grantee has read, understands and by which the Grantee agrees to be bound. The provisions of the Plan are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the provisions of the Plan will control.

     2. Vesting of Awarded Shares.

     (a) Except as provided in Section 2(b), the Awarded Shares shall be forfeited to the Company for no consideration in the event the Grantee (i) voluntarily ceases to retain Continuous Status as an Employee or Consultant prior to the third anniversary of the Grant Date or (ii) ceases to retain Continuous Status as an Employee or Consultant as a result of being terminated by the Company, with or without cause, prior to the third anniversary of the Grant Date.

     (b) The Awarded Shares shall be fully vested in the Grantee and no longer subject to a risk of forfeiture pursuant to Section 2(a) upon the occurrence of the earliest of the following events (the “Vesting Date”):

     (i) the date on which the Company undergoes a Change in Control;

     (ii) the date on which the Grantee dies or ceases to retain Continuous Status as an Employee or Consultant as a result of the Grantee’s Disability; and

     (iii) the third anniversary of the Grant Date.

     3. Dividend and Voting Rights.

     (a) Dividends payable with respect to the Awarded Shares during the period prior to the Vesting Date shall be paid to the Grantee in the same manner as paid on the Common Stock of the Company, unless the Grantee forfeits the Shares pursuant to Section 2(a) hereof, in which case the Grantee shall also forfeit the right to receive any dividends not paid prior to such forfeiture.

     (b) The Grantee shall have the right to vote any Awarded Shares; provided, that such voting rights shall lapse with respect to any Awarded Shares that are forfeited to the Company pursuant to this Agreement.

     4. Additional Shares. If the Company pays a stock dividend or declares a stock split on or with respect to any of its Common Stock, or otherwise distributes securities of the Company to the holders of its Common Stock, the shares of stock or other securities of the Company issued with respect to the Awarded Shares then subject to the restrictions contained in this Agreement shall be held in escrow and shall be distributed to the Grantee on the Vesting Date, unless the Grantee forfeits the Awarded Shares pursuant to Section 2(a) hereof, in which case the Grantee shall also forfeit the right to receive such stock dividend or other securities. If the Company shall distribute to its stockholders shares of stock of another corporation, the shares of stock of such other corporation distributed with respect to the Awarded Shares then subject to the restrictions contained in this Agreement shall be held in escrow and shall be distributed to the Grantee on such Vesting Date, unless the Grantee forfeits the Awarded Shares pursuant to Section 2(a) hereof, in which case the Grantee shall also forfeit the right to receive such stock.

     5. Effect of Change in Control. In the event of a Change in Control, the Awarded Shares will be affected in accordance with Section 15 of the Plan.

     6. Adjustments. The Awarded Shares shall be subject to adjustment in accordance with Section 15 of the Plan.

     7. Legends. To the extent certificates representing the Awarded Shares are issued to the Grantee pursuant to this Agreement, such certificates shall have endorsed thereon legends substantially as follows (or in such other form as counsel for the Company may determine is necessary or appropriate):

“The shares represented by this certificate are subject to restrictions set forth in a Restricted Stock Award Agreement with this Company dated February 27, 2008, a copy of which

Agreement is available for inspection at the offices of the Company or will be made available upon request.”

     8. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any delivery of Awarded Shares to the Grantee, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Awarded Shares to be delivered to the Grantee. If such election is made, the Awarded Shares so retained shall be credited against such withholding requirement at the Fair Market Value of a Share on the date of such exercise, with any fractional Shares that would otherwise be delivered being rounded up to the next nearest whole Share. In no event shall the Fair Market Value of Awarded Shares to be withheld and/or delivered pursuant to this Section 8 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld.

     9. Notices. Any notices required or permitted by the terms of this Agreement or the Plan must be in writing, shall be delivered to the Grantee at his or her address on file with the Company or to the Company addressed as follows (or to such other address or addresses of which notice in the same manner has previously been given), and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by electronic facsimile transfer (if confirmed in writing by mail simultaneously dispatched), (c) one business day after having been dispatched by a nationally recognized overnight courier service or (d) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid:

Lancaster Colony Corporation
37 West Broad Street
Columbus, Ohio 43215
Attention: Corporate Secretary

     10. No Employment Contract; Right to Terminate Employment. The grant of the Awarded Shares to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the Awarded Shares and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give the Grantee any right to continue employment with the Company or any Subsidiary, as the case may be, or interfere in any way with the right of the Company or a Subsidiary to terminate the employment of the Grantee at any time.

     11. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

     12. Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above.

     13. Benefit of Agreement. Subject to the provisions of the Plan and the other provisions hereof, this Agreement is for the benefit of and is binding on the heirs, executors, administrators, successors and assigns of the parties hereto.

     14. Entire Agreement. This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement; provided, however, in any event, this Agreement shall be subject to and governed by the Plan. The Board shall have authority, subject to the express provisions of the Plan and this Agreement, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations that are, in the judgment of the Board, necessary or desirable for the administration of the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All actions by the Board under the provisions of this Section 14 shall be conclusive for all purposes.

     15. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee with respect to the Awarded Shares without the Grantee’s consent.

     16. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

     17. Governing Law. This Agreement is made under, and shall be construed in accordance with the internal substantive laws of the State of Ohio.

     18. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

     The undersigned hereby acknowledges receipt of an executed original of this Restricted Stock Award Agreement and accepts the Awarded Shares on the terms and conditions set forth herein and in the Plan.

Date:
	«name»

     Executed in the name and on behalf of the Company in Columbus, Ohio as of the 29th day of February, 2008.

LANCASTER COLONY CORPORATION
By:	/Matthew R. Shurte/
	Name:	Matthew R. Shurte
	Title:	Corporate Counsel

EX-10.2

Exhibit 10.2

LANCASTER COLONY CORPORATION

STOCK APPRECIATION RIGHTS AWARD AGREEMENT

     This Stock Appreciation Rights Agreement (this “Agreement”) is dated as of February 27, 2008, by and between Lancaster Colony Corporation, an Ohio corporation (the “Company”), and «name», a Service Provider for the Company (the “Grantee”).

W I T N E S S E T H

     WHEREAS, the Company desired to award free-standing Stock Appreciation Rights (“SARs”) to the Grantee in accordance with the provisions of the Plan; and

     WHEREAS, the Grantee wishes to accept such award; and

     WHEREAS, the execution of this Agreement has been authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on February 27, 2008, and

     WHEREAS, the Company hereby confirms to the Grantee the grant, effective on February 27, 2008, (the “Grant Date”), pursuant to the 2005 Stock Plan (the “Plan”), of «shares» free-standing Stock Appreciation Rights (“SARs”) subject to the terms and conditions of the Plan and the terms and conditions described below, which SARs are a right to receive Shares with a Fair Market Value equal to 100% of the Spread at the time of exercise; and

     WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the same meanings as in the Plan.

     NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

     1. Definitions. As used in this Agreement:

     (a) “Base Price” means $38.31, which is not less than the Fair Market Value of a Share of the Company’s Common Stock on the Grant Date.

     (b) “Spread” means the excess of the Fair Market Value of a Share on the date on which an SAR is exercised over the Base Price.

     2. Vesting of SARs. The SARs shall become exercisable as follows:

     (a) one-third of the SARs shall become exercisable on the first anniversary of the Grant Date if the Grantee shall have retained Continuous Status as an Employee or Consultant through such date;

     (b) an additional one-third of the SARs shall become exercisable on the second anniversary of the Grant Date if the Grantee shall have retained Continuous Status as an Employee or Consultant through such date; and

     (c) the remaining one-third of the SARs shall become exercisable on the third anniversary of the Grant Date if the Grantee shall have retained Continuous Status as an Employee or Consultant through such date.

In calculating the one-third amounts described above, fractional SARs shall be rounded down to the nearest whole SAR for each of the first two anniversaries of the Grant Date, and the remaining SARs shall be included with those SARs that become exercisable on the third anniversary of the Grant Date. To the extent exercisable, the SARs may be exercised from time to time in accordance with the Plan and this Agreement. To the extent the SARs or any portion thereof do not become exercisable as provided in this Section 2, such unexercisable SARs or portion thereof shall be forfeited to the Company for no consideration.

     3. Exercise of SARs.

     (a) To the extent exercisable as provided in Section 2 of this Agreement, the SARs may be exercised in whole or in part by delivery to the Company of a written statement in form and substance satisfactory to the Committee specifying the number of SARs to be exercised.

     (b) Upon exercise, the Company will issue to the Grantee the number of Shares equal to the quotient of (i) the product of (A) the Spread multiplied by (B) the number of SARs exercised divided by (ii) the Fair Market Value of a Share on the date of exercise, with such quotient rounded down to the nearest whole Share.

     4. Termination of SARs. The SARs shall terminate upon the earliest to occur of the following:

     (a) 90 days after the Grantee ceases to retain Continuous Status as an Employee or Consultant other than upon the Grantee’s death or Disability;

     (b) 90 days after the Grantee ceases to retain Continuous Status as an Employee or Consultant as a result of the Grantee’s Disability;

     (c) 90 days after the Grantee ceases to retain Continuous Status as an Employee or Consultant as a result of the Grantee’s death; and

     (d) Five years from the Grant Date.

     5. Effect of Change in Control. In the event of a Change in Control, the SARs will be affected in accordance with Section 15 of the Plan.

     6. Transferability. No SAR may be transferred by the Grantee other than by will or the laws of descent and distribution. The SARs may be exercised during a Grantee’s lifetime only by the Grantee or, in the event of the Grantee legal incapacity, by the Grantee’s guardian or legal representative acting in a fiduciary capacity on behalf of the Grantee under state law and court supervision. The SARs may be exercised after the Grantee’s death by (a) the Grantee’s designated beneficiary, provided such beneficiary has been designated prior to the Grantee’s death in a form acceptable to the Committee, or (b) the personal representative of the Grantee’s

estate or by the person(s) to whom the SARs are transferred pursuant to the Grantee’s will or in accordance with the laws of descent and distribution.

     7. Compliance with Law. The SARs shall not be exercisable if such exercise would involve a violation of any applicable federal or state securities law, and the Company hereby agrees to make reasonable efforts to comply with any applicable federal and state securities law.

     8. Adjustments. The SARs shall be subject to adjustment in accordance with Section 15 of the Plan.

     9. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the exercise of the SARs, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to such exercise that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Shares to be delivered to the Grantee. If such election is made, the Shares so retained shall be credited against such withholding requirement at the Fair Market Value of a Share on the date of such exercise, with any fractional Shares that would otherwise be delivered being rounded up to the next nearest whole Share. In no event shall the Fair Market Value of Shares to be withheld and/or delivered pursuant to this Section 9 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld.

     10. Notices. Any notices required or permitted by the terms of this Agreement or the Plan must be in writing, shall be delivered to the Grantee at his or her address on file with the Company or to the Company addressed as follows (or to such other address or addresses of which notice in the same manner has previously been given), and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by electronic facsimile transfer (if confirmed in writing by mail simultaneously dispatched), (c) one business day after having been dispatched by a nationally recognized overnight courier service or (d) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid:

Lancaster Colony Corporation
37 West Broad Street
Columbus, Ohio 43215
Attention: Corporate Secretary

     11. No Employment Contract; Right to Terminate Employment. The grant of SARs to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the SARs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give the Grantee any right to continue employment with the Company or any Subsidiary, as the case may be, or interfere in any way with the right of the Company or a Subsidiary to terminate the employment of the Grantee at any time.

     12. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which

the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

     13. Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above.

     14. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee with respect to the SARs without the Grantee’s consent.

     15. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

     16. Governing Law. This Agreement is made under, and shall be construed in accordance with the internal substantive laws of the State of Ohio.

     17. Provisions of the Plan Controlling. The Grantee specifically understands and agrees that the SARs are being granted under the Plan, copies of which Plan the Grantee acknowledges the Grantee has read, understands and by which the Grantee agrees to be bound. The provisions of the Plan are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the provisions of the Plan will control. The Board shall have authority, subject to the express provisions of the Plan and this Agreement, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations that are, in the judgment of the Board, necessary or desirable for the administration of the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All actions by the Board under the provisions of this Section 17 shall be conclusive for all purposes.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

     The undersigned hereby acknowledges receipt of an executed original of this Stock Appreciation Rights Agreement and accepts the SARs on the terms and conditions set forth herein and in the Plan.

Date:
	«name»

     Executed in the name and on behalf of the Company in Columbus, Ohio as of the 29th day of February, 2008.

LANCASTER COLONY CORPORATION
By:	/Matthew R. Shurte/
	Name:	Matthew R. Shurte
	Title:	Corporate Counsel

EX-31.1

Exhibit 31.1

Certifications

I, John B. Gerlach, Jr., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Lancaster Colony Corporation; and
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: August 28, 2008	By:	/s/ John B. Gerlach, Jr.
		John B. Gerlach, Jr.
		Chief Executive Officer

EX-31.2

Exhibit 31.2

Certifications

I, John L. Boylan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Lancaster Colony Corporation; and
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: August 28, 2008	By:	/s/ John L. Boylan
		John L. Boylan
		Chief Financial Officer