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Exhibit 10.29

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

                  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 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 (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 May 25, 2001, then this Plan shall not become effective;
PROVIDED, FURTHER, that in the event that a Change of Control does occur prior
to May 25, 2001, 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 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.

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                  "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 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.

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

                                    (i) If any "person" (as the terms 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;

                                    (ii) A merger, consolidation,
                  reorganization, sale of all or substantially all of the assets
                  of the Company or similar transaction occurs in which the
                  Company is not the resulting entity, other than a transaction
                  following which (A) at least 51% of the equity ownership
                  interests of the entity resulting from such transaction are
                  beneficially owned (within the meaning of Rule 13d-3
                  promulgated under Exchange Act) in substantially the same
                  relative proportions by persons who, immediately prior to such
                  transaction, beneficially owned (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) at least 51% of the
                  outstanding equity ownership interests in the Company and (B)
                  at least 51% of the securities entitled to vote generally in
                  the election of directors of the entity resulting from such
                  transaction are beneficially owned (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) in substantially the
                  same relative proportions by persons who, immediately prior to
                  such transaction, beneficially owned (within the meaning of
                  Rule 13d-3 promulgated under the Exchange Act) at least 51% of
                  the Company; or

                                    (iii) A tender offer is completed for 20% or
                  more of the voting securities of the Company then outstanding.

                  "Directors" shall mean 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 May 25, 2001;
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 or (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.).

                  "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 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.

                  "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.

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                  "Vice Presidents" shall mean 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
Company for Cause, (ii) by the Participant without Good Reason, or (iii) on
account of death, Disability or Retirement; PROVIDED, HOWEVER, that any
termination of employment which is coincident with or subsequent to a
termination by the Company 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       8 weeks of Base Salary
                                                 partial year of service
                  ------------------------------ -------------------------------------------- -----------------------
                  Exempt/Professional Employees  1 week of Base Salary for each full or       12 weeks of Base
                                                 partial year of service                      Salary
                  ------------------------------ -------------------------------------------- -----------------------
                  Managers & Directors           1 week of Base Salary for each full or       16 weeks of Base
                                                 partial year of service                      Salary
                  ------------------------------ -------------------------------------------- -----------------------
                  Vice Presidents                1 week of Base Salary for each full or       52 weeks of Base
                                                 partial year of service                      Salary
                  ------------------------------ -------------------------------------------- -----------------------
</TABLE>

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

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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 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(b).

                  (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 Company
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 other,
provided that all notices to the Company shall be directed to the attention of
the General Counsel with a copy to the Secretary of the Company. 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

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event that a Change of Control has not occurred prior to May 25, 2001, 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.

                  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 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
20TH day of JUNE, 2000.

                                            DAIRY MART CONVENIENCE STORES, INC.

                                            By:  /s/ Gregory G. Landry
                                                 --------------------------
                                            Name:   Gregory G. Landry
                                            Title:  Vice Chairman


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