**2.****Definitions**. As used herein, the following terms shall have the meanings set forthbelow.               “**Cause**” means the willful engaging by the Key Employee in malfeasance or feloniousconduct which in any material respect impairs the reputation, good will or business position of LCCor involves misappropriation of LCC’s funds or other assets.               “**Change in Control**” means a change in control of LCC of a nature that would berequired to be reported in response to Item 1.01(a) or Item 5.01 of LCC’s Current Report on Form8-K pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the“**Exchange****Act**”); providedthat, without limitation, such a Changein Control shall be deemed to have occurred at such time as (i) any “person” within the meaning ofSection 14(d) of the Exchange Act, other than LCC; a subsidiary of LCC; John B. Gerlach, Jr. or anyof their “affiliates” or “associates” (as such terms are defined in Rule 12b-2 under the ExchangeAct); or any employee benefit plan sponsored by LCC, becomes the “beneficial owner” (as defined inRule 13d-3 under the Exchange Act), directly or indirectly, of thirty percent (30%) or more of thecommon stock of LCC or otherwise controls more than thirty percent (30%) of the outstanding sharesentitled to vote or (ii) individuals who constitute the Board of Directors of LCC as of the datehereof (the “**Incumbent Board**”) or who are successor members to such Incumbent Board membersand whose appointment or nomination for election was approved by action of at least three-fourthsof (y) of such Incumbent Board (“**Approved Successors**”) or (z) by a board whose members cantrace their status as such to appointment or nomination for election which was approved by at leastthree-fourths of Incumbent Board members or Approved Successors cease for any reason to constituteat least a majority thereof; but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of either an actual or threatened election contest (as suchterms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) or other actual orthreatened solicitation of proxies or consents by or on behalf of a person other than the IncumbentBoard (including Approved Successors).               “**Code**” means the Internal Revenue Code of 1986, as amended.               **“****Good Reason**” means a material diminution of the Key Employee’s base salary, (ii) amaterial diminution in the Key Employee’s authority, duties or responsibilities, (iii) a materialchange in geographic location at which the Key Employee must perform services for LCC, or (iv) anyother action or inaction that constitutes a material breach of the terms of a written agreementbetween LCC and the Key Employee; provided, however, that an event shall notconstitute “Good Reason” unless, within ninety (90) days of the initial existence of an event, theKey Employee gives LCC at least thirty (30) days’ prior written notice of such event setting fortha description of the circumstances constituting Good Reason and LCC fails to cure such within thethirty (30)-day period following LCC’s receipt of such written notice.               “**Section 409A**” means Code Section 409A and all United States Department of Treasuryand Internal Revenue Service regulations, guidance, and other interpretative authority thereunder.               “**Termination of Employment**” means a termination of the Key Employee’s employment withLCC that constitutes a “separation from service” as defined in Section 409A.          **3.****Disputes**. If a dispute arises regarding a termination of the Key Employee’semployment with LCC or the interpretation or enforcement of this Agreement and the Key Employeeobtains a final judgment in the Key Employee’s favor by a court of competent jurisdiction or theKey Employee’s claim is settled by LCC prior to the rendering of a judgment by
 

 
such a court, all reasonable legal fees and expenses incurred by the Key Employee incontesting or disputing any such termination or seeking to obtain or enforce any right,compensation, or benefit provided for in this Agreement, or in otherwise pursuing the KeyEmployee’s claim, shall be paid by LCC to the fullest extent permitted by law.          **4.****No Mitigation or Reduction of Benefits**. The Key Employee is not required tomitigate the amount of any benefits to be paid by LCC pursuant to this Agreement by seeking otheremployment or otherwise, nor shall the amount of any benefits provided for in this Agreement bereduced by any compensation earned by the Key Employee as the result of employment by anotheremployer after Termination of Employment.          **5.****No Employment Rights or Obligations Established**. This Agreement does not establishany rights on the part of the Key Employee to continued employment by LCC, nor does it establishany obligations on the part of the Key Employee to continue the Key Employee’s employment with LCC,it being understood and agreed that this Agreement relates solely to certain benefits to beprovided to the Key Employee in the event of Termination of Employment under certain circumstancesas provided herein.          **6.****Amendments**. This Agreement may not be amended or modified otherwise than by awritten agreement executed by the parties hereto.          **7.****Other Agreements**. This Agreement does not supersede or affect in any way, nor isit affected in any way by, any other existing agreement, written or oral, between LCC and the KeyEmployee; provided, however, this Agreement supersedes and replaces the KeyEmployee Severance Agreement between LCC and the Key Employee. Further, no future agreementbetween LCC and the Key Employee shall supersede or affect this Agreement, nor shall this Agreementaffect such future agreement, unless such future agreement specifically so provides and is executedby both LCC and the Key Employee.          **8.****Successors and Assigns**. This Agreement is personal to the Key Employee and may notbe assigned by him otherwise than by will or the laws of descent and distribution. This Agreementshall be binding upon, inure to the benefit of and be enforceable by and against LCC and itssuccessors and assigns.          **9.****Governing Law**. This agreement is made and is expected to be performed in Ohio, andthe various terms, provisions, covenants and agreements, and the performance thereof, shall beconstrued, interpreted and enforced under and with reference to the laws of the State of Ohio.          **10.****Section 409A Compliance.** To the extent applicable, LCC and the Key Employeeintend that this Agreement comply with Section 409A and that should any provision be found not incompliance with Section 409A, the parties hereby agree to execute any and all amendments to thisAgreement deemed necessary and required by legal counsel for LCC to achieve compliance with Section409A. In no event shall any payment required to be made pursuant to this Agreement that isnonqualified deferred compensation within the meaning of Section 409A be made to the Key Employeeunless the Key Employee has incurred a Termination of Employment. In the event the Key Employee isa “specified employee” (as defined in Section 409A) so that payments of nonqualified deferredcompensation cannot commence under Section 409A until the lapse of six (6) months after aTermination of Employment, then (i) any such payments of nonqualified deferred compensation thatare required to be paid in a single lump sum shall not be made until the date which is six (6)months and one (1) day after the Key Employee’s Termination of Employment, and (ii) the first six(6) months of any such payments of nonqualified deferred compensation that are required to be paidin installments shall be paid on the date which is six (6)
 

 
months and one (1) day following the Key Employee’s Termination of Employment (and allremaining installment payments shall be made as would ordinarily have been made under theprovisions of this Agreement).          IN WITNESS WHEREOF, this Agreement is executed by the parties effective the date first setforth above.     LCC:         Key Employee: LANCASTER COLONY CORPORATION       By: /s/ John B. Gerlach, Jr.         (Signature)       /s/ Bruce L. Rosa         (Signature) John B. Gerlach, Jr., Chairman, CEO & President Bruce L. Rosa     (Name and Title) (Name)