Barington Nominates Three To Lancaster Colony (LANC) Board

In an amended 13D filing, large Lancaster Colony Corporation (Nasdaq: LANC) shareholder, Barington Capital, disclosed a letter notifying the company of its intention to nominate three persons for election to the Board of Directors of the Company at the Company’s 2007 Annual Meeting of Shareholders, which is scheduled to be held on Monday, November 19, 2007.

Barington said it, "has been disappointed with the performance of the Board and lacks confidence in the ability of the current directors, a majority of whom have been in office for 16 years or more, to improve shareholder value for the Company’s public shareholders."

Barington nominated:

Nick White - President and CEO of management consulting firm White & Associates and former executive at Wal-Mart.

Stuart Oran - Managing Member of merchant banking firm Roxbury Capital Group and former executive at UAL Corporation.

James A. Mitarotonda - President and CEO of Barington Capital.

Barington Capital Demands Books and Records from Lancaster Colony (LANC)

In an amended 13D filing this morning on Lancaster Colony Corp. (Nasdaq: LANC), large holder Barington Capital said they delivered a letter to the Company demanding copies of certain books, records of account and minutes of proceedings of the Company in order to enable Barington to ascertain the value of its interest in the Company and to secure information as to the details of the Company's business and the status of its affairs and to investigate whether there are any deficiencies or improprieties in the management and operations of the Company or with the oversight provided by the Board of Directors of the Company.

Large Lancaster Colony (LANC) Holder Barington Criticizes CEO Gerlach

In an amended 13D filing on Lancaster Colony Corp. (Nasdaq: LANC), large shareholder Barington discloses a letter to the Board of Directors criticizing the Company's Chairman/CEO/President John B. Gerlach.

In the letter, Barington said Gerlach has failed to implement any of their recommended changes and continues to run the company as if it was a privately-owned family business, versus a publicly-traded corporation. Barington also criticizes the takeover defenses.

The firm calls on the board to make meaningful improvements to their corporate governance and return the company to historical levels of profitability and share price performance.

A Copy of the Letter:

To the Board of Directors of Lancaster Colony Corporation:

We have been disappointed with the profitability and share price performance of Lancaster Colony Corporation under the leadership of John B. Gerlach, Jr., the Company's Chairman of the Board, Chief Executive Officer and President. We have therefore suggested to him a number of measures that we believe will create significant value for the benefit of the Company's public shareholders.

The continued under performance of the Company since we initially proposed these measures over 14 months ago has compelled us to reach out to you - given your fiduciary duty to all Lancaster shareholders - as we question whether Mr.Gerlach will ever make any substantive changes to the company he runs and his family effectively controls.

While the Gerlach family founded Lancaster Colony Corporation and is the Company's largest shareholder, Lancaster is a publicly-traded corporation, not a privately-owned family business. Unfortunately, it seems as if the Company is being run as if it was.

Mr. Gerlach is not only the Company's Chief Executive Officer, he has also been appointed Chairman of the Board, the governing body responsible for selecting and overseeing the performance of the CEO. This was done without even the designation of a permanent lead independent director as a countervailing measure.

Even more concerning, however, is the Company's veritable fortress of anti-takeover defenses. These defenses include a staggered board of directors, a"poison pill" rights plan with a 15% trigger that was adopted without shareholder approval, "blank check" preferred stock and the ability of the Board to add directors without shareholder approval. In addition, the Company's articles of incorporation deny shareholders the right to cumulate their votes in the election of directors and require that shareholders obtain Board or shareholder approval prior to acquiring 20%, 33% and 50% ownership thresholds inthe Company, despite the existence of the Company's "poison pill" rights plan.Furthermore, the Company has an 80% super majority vote requirement to approve certain business combinations and amend various provisions in the Company's articles of incorporation and regulations, effectively giving the Gerlachs, wh ohold approximately 26% of the Company's common stock, a blocking position. All these defenses are in addition to the business combination, fair price, disgorgement and other provisions that protect Lancaster and all other corporations organized in the State of Ohio.

We believe that the numerous defenses the Company has in place are excessive(1)and demonstrate a disregard for the interests of Lancaster's public shareholders by facilitating the entrenchment of the Company's directors and executive officers and minimizing the influence that shareholders (other than the Gerlachs) have on the Board. In our opinion this is not only inappropriate, but likely damaging to shareholder value as many studies have demonstrated that companies that have good corporate governance in these areas tend to outperform those that do not.(2)

It is our hope that, upon reflection, you will concur that the Company's financial performance and corporate governance record is unacceptable and seet hat meaningful improvements are promptly made so that Lancaster not only becomes a leader in the area of corporate governance, but also returns to historical levels of profitability and share price performance.

Sincerely,
James A. Mitarotonda
Footnotes:

(1) Institutional Shareholder Services ("ISS"), a leading provider of corporate governance and proxy voting services, currently rates the Company's takeover defenses with a score of 1 out of 5, indicating that the Company's corporate governance practices in this area are in the bottom quintile relative to the Company's peers as identified by ISS. Overall, 73% of the companies in the Standard & Poor's 400 Index outperform the Company in the area of corporate governance according to ISS's most recent index ranking of the Company.

(2) See, e.g., Bebchuk, Cohen and Ferrell, What Matters in Corporate Governance?, Harvard Law School John M. Olin Center for Law, Economics and Business Discussion Paper No. 491 (September 2004)(identifying a statistically significant correlation between stock performance and the degree to which boards are accountable to their shareholders); Institutional Shareholder Services,Better Corporate Governance Results in Higher Profit and Lower Risk(2005)("Companies with better corporate governance have lower risk better profitability and higher valuation. More specifically, these well-run companies outperform poorly governed firms in return on investment, annual dividend yield,net profit margin, and price-to-earnings ratio."). See also Eisenhofer and Levin, Investment Returns: Does Corporate Governance Matter to Investment Returns?, Corporate Accountability Report, Vol. 3, No. 57 (September 23,2005)("[E]mpirical evidence suggests what common sense tells us is correct -those corporate boards that are more concerned about shareholder rights are also better guardians of shareholder money").

Barington Capital Discloses 5.2% Stake in Lancaster Colony (LANC), Request Divestitures and $300M Buyback

In a 13D filing on Lancaster Colony Corp. (Nasdaq: LANC), Barington Capital and related parties disclosed a 5.2% stake in the company. The firm also said the company should implement a number of measures to improve profitability and share price performance.

The measures the firm recommended include: 1. the divestiture of the Company's Automotive segment and Glassware and Candles segment; 2. reduction in corporate level expenses resulting from Lancaster Colony's "holding-company" structure; 3. implementation of initiatives to return the Specialty Foods segment to historical levels of profitability with an operating income margin of at least 20%; and a debt-financed self-tender offer to repurchase at least $300 million of the Company's outstanding common stock.