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EXHIBIT 10.9


                       DAIRY MART CONVENIENCE STORES, INC.
                     CHANGE OF CONTROL SEVERANCE PLAN - 2001


                  WHEREAS, the Board of Directors (the "Board") of Dairy Mart
Convenience Stores, Inc. (the "Company") recognizes that the possibility of a
Change of Control (as hereinafter defined) exists and that the possibility, or
the occurrence, of a Change of Control can result in significant distraction of
its personnel because of the uncertainties inherent in such a situation;

                  WHEREAS, the Board has determined that it is essential and in
the best interest of the Company and its creditors and stockholders to retain
the services of certain employees in the event of a possibility, or occurrence,
of a Change of Control and to ensure the Participants' (as hereinafter defined)
continued dedication and efforts in such event without undue concern for the
Participants' personal financial and employment security;

                  WHEREAS, in order to induce the Participants to remain in the
employ of the Company or any Employer (as hereinafter defined), particularly in
the event of a possibility, or the occurrence, of a Change of Control, the
Company desires to establish this Change of Control Severance Plan - 2001 (the
"Plan") to provide the Participants with certain benefits in the event of
certain terminations of their employment within one year following a Change of
Control;

                  NOW, THEREFORE, the Company does hereby establish the Plan in
accordance with the following terms:

                  1. Term of Plan. This Plan shall become effective on the
Effective Date and shall remain in effect until the first anniversary of a
Change of Control; provided, however, that in the event that a Change of Control
does not occur prior to September 1, 2002, then this Plan shall not become
effective; provided, further, that in the event that a Change of Control does
occur prior to September 1, 2002, the Company shall in all events remain liable
to provide any amounts or benefits to which a Participant became entitled
hereunder prior to the first anniversary of such Change of Control.

                  2. Employees Covered. This Plan shall apply to the Employees
employed by any Employer on the day immediately preceding the Effective Date
(the "Participants").

                  3. Definitions. For purposes of this Plan, the following
definitions shall apply:


                  "Base Salary" shall mean a Participant's annual base salary on
                  the Effective Date. The annual base salary for full-time
                  hourly-paid Participants shall be their hourly base wage rate
                  multiplied by 2,080 hours. The annual base salary for
                  part-time hourly-paid Participants shall be their hourly base
                  wage rate multiplied by either their hours worked per week
                  during the 52 week period which ends on their Termination Date
                  or 2,080 hours, whichever is less.

                  "Cause" shall mean the termination of a Participant due to:

                           (i) the failure of the Participant to perform
                  substantially the Participant's duties with the Employer
                  (other than any
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                  such failure resulting from incapacity due to physical or
                  mental illness), after a written demand for substantial
                  performance is made upon the Participant by an officer of the
                  Employer or the Participant's superior; or

                           (ii) (A) an indictment of the Participant for, or the
                  Participant's plea of guilty or nolo contendere to, a felony
                  or (B) the willful engaging by a Participant in misconduct
                  which is materially and demonstrably injurious to the Company
                  or any Employer; or

                           (iii) the material breach by the Participant of any
                  agreement with the Company or any affiliate of the Company,
                  including but not limited to, any confidentiality agreement.

                  "Change of Control" shall mean any of the following events:

                           (i) If any "person" (as that term is used in Sections
                  13(d) and 14(d) of the Exchange Act), other than Gregory G.
                  Landry, Robert B. Stein Jr., or DM Associates Limited
                  Partnership, is or becomes the "beneficial owner" (as defined
                  in Rule 13d-3 under the Exchange Act), directly or indirectly,
                  of securities of the Company representing 20% or more of the
                  Company's outstanding securities, which transaction occurs
                  with the approval of the United States Bankruptcy Court for
                  the Southern District of New York or other court having
                  jurisdiction over the Company's chapter 11 bankruptcy case;

                           (ii) A merger, consolidation, reorganization, sale of
                  all or substantially all of the assets of the Company or
                  similar transaction occurs with the approval of the United
                  States Bankruptcy Court for the Southern District of New York
                  or other court having jurisdiction over the Company's chapter
                  11 bankruptcy case; or

                           (iii) A tender offer is completed for 20% or more of
                  the voting securities of the Company then outstanding, which
                  transaction occurs with the approval of the United States
                  Bankruptcy Court for the Southern District of New York or
                  other court having jurisdiction over the Company's chapter 11
                  bankruptcy case;

                           (iv) The Debtors consummate a plan of reorganization
                  under Chapter 11 of the Bankruptcy Code;

                           (v) The Debtors' bankruptcy cases are converted to
                  Chapter 7 of the Bankruptcy Code; or

                           (vi) The Debtors bankruptcy cases are dismissed.

                  "Directors" shall mean Employees who generally direct the
                  efforts of a department, who generally have the word
                  'Director' in their job title, and who in most cases report to
                  a Vice President, but shall not include individuals who are on
                  the Company's Board of Directors. Directors include, but are
                  not limited to, employees in those positions listed on Exhibit
                  B, or the employees' successors.

                  "Disability" shall mean the Participant's absence from the
                  full-time performance of the Participant's duties, (as they
                  existed immediately prior to such absence) for 180 consecutive
                  business days, when the Participant is disabled as a result of
                  incapacity due to physical or mental illness or serious
                  injury.
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                  "Effective Date" shall mean the date on which a Change of
                  Control occurs, provided that a Change of Control occurs prior
                  to September 1, 2002; in the event that no Change of Control
                  occurs prior to such date, then this Plan shall not become
                  effective.

                  "Employee" shall mean any employee of any Employer, other than
                  those employees who (A) are party to employment agreements
                  with the Company or any Employer, (B) are regularly and
                  customarily employed in store positions (e.g.: Customer
                  Service Managers, General Managers, Co-Managers, QSR Managers,
                  Assistant Customer Service Managers, Customer Service
                  Associates, etc.), or (C) are employed in a temporary
                  position.

                  "Employer" shall mean the Company or any subsidiary of the
                  Company for which a Participant performs services or is
                  employed thereby, as applicable to each Participant.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended.

                  "Exempt/Professional Employees" shall mean Employees who
                  possess salaried positions but are not Vice Presidents,
                  Directors, or Managers as listed in Exhibits A, B, and C,
                  respectively, and who are not Non-Exempt Employees.

                  "Good Reason" shall mean the occurrence after a Change of
                  Control of any of the following events or conditions which is
                  not cured within thirty (30) days after the Company receives
                  written notice from the Participant setting forth in
                  reasonable detail the basis for the Participant's claim of
                  Good Reason:

                           (i) any reduction in the Participant's Base Salary
                  from the Base Salary in effect immediately prior to the Change
                  of Control;

                           (ii) any significant diminution in the Participant's
                  duties or responsibilities from those he or she held
                  immediately prior to the Effective Date; and

                           (iii) the Participant is required to be based at a
                  location more than 50 miles from the location where the
                  Participant was based and performed services immediately prior
                  to the Effective Date or any substantial increase in the
                  Participant's business related travel over the level of travel
                  required of such Participant immediately prior to the
                  Effective Date.

                  "Managers" shall mean Employees who generally manage personnel
                  and/or a function and who are involved with the planning,
                  execution, and maintenance of a department, who generally have
                  the word 'Manager' in their job title, and who in most cases
                  report to a Director. Managers include, but are not limited
                  to, employees in those positions listed on Exhibit C, or the
                  employees' successors.

                  "Non-Exempt Employees" shall mean Employees who possess
                  hourly-paid positions.

                  "Retirement" shall mean a termination of employment by the
                  Participant pursuant to late, normal or early retirement under
                  a pension plan sponsored by the Company, as defined in such
                  plan.
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                  "Termination Date" shall mean in the case of the Participant's
                  death, his date of death, or in all other cases, the date
                  specified in any notice of termination, letter of resignation,
                  or similar document.

                  "Vice Presidents" shall mean Employees who generally are
                  officers of the Company and who generally oversee the entire
                  operation of a business unit, who generally have the words
                  'Vice President' in their job title, and who in most cases
                  report to the Chief Executive Officer/President. Vice
                  Presidents include, but are not limited to, employees in those
                  positions listed on Exhibit A, or the employees' successors.

4. Compensation Upon Termination. The Participant shall be entitled to the
severance benefits provided in this Section 4 hereof in the event the
Participant's employment is terminated, within one year following a Change of
Control, by an Employer without Cause or by the Participant for Good Reason.
Notwithstanding the foregoing, the Participant shall not be entitled to
severance benefits in the event of a termination of employment (i) by the
Employer for Cause, (ii) by the Participant without Good Reason, (iii) on
account of death, Disability or Retirement, or (iv) following the Participant's
receipt of an offer of employment in a comparable position from any of (each of
the following entities are defined as a "Successor") the other Debtors, the
purchaser of any or all of the Debtors' assets, or the reorganized Debtors under
a Plan of Reorganization; provided, however, that in the event of the occurrence
of the event described in (iv) above occurs, if the Participant's employment is
terminated by the Successor without Cause within one year following the
Participant's employment by the Successor, then the Participant shall be
entitled to severance under this Plan as if his or her employment was terminated
by the Employer without Cause; provided, further, that any termination of
employment which is coincident with or subsequent to a termination by the
Employer without Cause or by the Participant for Good Reason will not prevent
the Participant from receiving severance benefits hereunder (e.g., if a
Participant terminates his employment for Good Reason, but simultaneously
retires under a pension plan, such Participant shall be entitled to benefits
under the Plan). Upon termination of the Participant's employment as provided
above, each Participant shall be entitled to the following benefits:

                  (a) Severance. The Participants shall receive cash severance
payments, payable in installments pursuant to the normal payroll practices of
the Company, equal to the amounts listed in the following table; provided,
however, that the minimum severance any Participant shall receive shall not be
less than the minimum severance for their position (as listed below):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
POSITION                           SEVERANCE FORMULA                                    MINIMUM
---------------------------------------------------------------------------------------------------------------
<S>                                <C>                                                  <C>
Non-Exempt Employees               1 week of Base Salary for each full or partial       8 weeks of Base Salary
                                   year of service
---------------------------------------------------------------------------------------------------------------
Exempt/Professional Employees      1 week of Base Salary for each full or partial       12 weeks of Base Salary
and Managers                       year of service
---------------------------------------------------------------------------------------------------------------
Directors                          1 week of Base Salary for each full or partial       26 weeks of Base Salary
                                   year of service
---------------------------------------------------------------------------------------------------------------
Vice Presidents                    1 week of Base Salary for each full or partial       52 weeks of Base Salary
                                   year of service
---------------------------------------------------------------------------------------------------------------
</TABLE>
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In no event shall any Participant be entitled to receive more than 2 years of
Base Salary.

                  (b) Additional Payments. In addition to the severance payment
in (a), above, the Participants shall receive additional payments, also payable
in installments pursuant to the normal payroll practices of the Company, as
follows:

                           (i) any accrued but unpaid Base Salary through the
                  Termination Date; and

                           (ii) an amount, if any, equal to any earned but
                  unused vacation pay, in each case, in full satisfaction of the
                  Participant's rights thereto.

                  (c) Welfare Benefits. The Company and the Participant shall
continue to make such contributions as were required to be paid by the Company
and the Participant immediately prior to the Termination Date for, and the
Participant shall continue to receive, medical and dental benefits for the
Participant and the Participant's eligible dependents on the same basis as in
effect prior to the Change of Control or the Participant's Termination Date,
whichever is deemed to provide for more substantial benefits, for a period equal
to the number of weeks the Participant is entitled to severance payments
pursuant to subsection (a) above (the "Severance Period"); thereafter, the
Participant may continue to be covered under the plans of the Employer providing
such benefits at the Participant's expense at the applicable Consolidated
Omnibus Reconciliation Act of 1985, as amended ("COBRA") rate for the duration
of the COBRA period which begins to run as of the Termination Date of the
Participant; provided, however, in the event that the Participant commences
comparable benefit coverage with a subsequent employer during the Severance
Period, such Employer benefit coverage shall cease.

                  (d) Outplacement. The Company may, in its sole discretion,
provide the Participant with outplacement services at a firm of the Company's
choosing, so long as the costs of such services do not exceed 10% of the
Participant's Base Salary.

                  (e) Withholding. Payments and benefits provided pursuant to
this Section 4 shall be subject only to any applicable payroll and other taxes
required to be withheld.

                  (f) No Mitigation. The Participant shall not be required to
mitigate the amount of any payment provided for in this Plan by seeking other
employment or otherwise and no such payment shall be offset or reduced by the
amount of any compensation or benefits provided to the Participant in any
subsequent employment, other than is set forth in Section 4(g).

                  (g) Offset for Other Severance. In the event that the
Participant is eligible for severance under any other plan or agreement of the
Company or any Employer, then any cash severance amounts payable pursuant to
this Plan shall be reduced by the amount of any cash severance payments payable
under such other plan or agreement.

                  5. Notices. (a) Termination of the Participant by the Employer
for any reason shall be made by delivery to the Participant a written notice
specifying the basis for such termination ("Notice of Termination"). For the
purposes of this Plan, notices and all other communications provided for in the
Plan shall be in writing and shall be deemed to have been duly given when
personally delivered, delivered by a nationally recognized overnight delivery
service, or sent by certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses last given by each party to the
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other, provided that all notices to the Company shall be directed to the
attention of the Vice President, Human Resources with a copy to the Manager,
Compensation and Employee Relations. All notices and communications shall be
deemed to have been received on the date of delivery thereof or on the third
business day after the mailing thereof, except that notice of change of address
shall be effective only upon receipt.

                  6. Amendment and Termination. The Plan may not be amended and
shall terminate on the first anniversary of the Effective Date; provided,
however, that the termination of the Plan shall not alter or curtail the
entitlements of a Participant accrued under the terms of this Plan by virtue of
a termination of the Participant's employment prior to such termination and the
Company shall continue to provide the benefits or payments to which a
Participant had become entitled hereunder prior to the termination of this Plan;
provided, further, that, in the event that a Change of Control has not occurred
prior to September 1, 2002, then this Plan shall not become effective and shall
be of no force and effect.

                  7. Non-exclusivity of Rights. Nothing in this Plan shall
prevent or limit the Participant's continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company or
any of its subsidiaries and for which the Participant may qualify, nor shall
anything herein limit or reduce such rights as the Participant may have under
any agreements with the Company or any of its subsidiaries (although any such
severance benefits reduce the severance payable under this Plan). Amounts which
are vested benefits or which the Participant is otherwise entitled to receive
under any plan or program of the Company or any of its subsidiaries shall be
payable in accordance with such plan or program, except as explicitly modified
by this Plan.

                  8. Joint and Several Liability. Each entity included in the
definition of "Employer" and any successors or assigns shall be jointly and
severally liable with the Company under this Plan.
<PAGE>
                  9. Governing Law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Ohio without giving
effect to the conflict of law principles thereof. For purposes of jurisdiction
and venue, the Company and each Employer hereby consents to jurisdiction and
venue in any action, suit or proceeding in any court of competent jurisdiction
in any state in which the Participant resides at the commencement of such
action, suit of proceeding and waives any objection, challenge or dispute as to
such jurisdiction or venue being proper.

                  10. Successors and Assigns. This Plan shall be binding upon
and shall inure to the benefit of the Participants and the Company, its
successors and assigns, and the Company shall require any successor or assign to
expressly assume and agree to maintain this Plan and to perform under this Plan
to the same extent that the Company would be required to perform under the Plan
if no such succession or assignment had taken place. The term "Company" as used
herein shall include such successors and assigns.

                  11. Severability. The provisions of this Plan shall be deemed
severable, and the invalidity or unenforceability of any provision hereof shall
not affect the validity or enforceability of the other provisions hereof.

                  IN WITNESS WHEREOF, this instrument has been executed on this
____ day of _______________, 2001.



                                       DAIRY MART CONVENIENCE STORES, INC.



                                       By:
                                          ------------------------------------
                                       Name:   Gregory G. Landry

                                       Title:  Chief Executive Officer/President