Lancaster Colony Corp – ‘10-K’ for 6/30/04 – EX-14

On:  Friday, 9/10/04, at 4:50pm ET   ·   For:  6/30/04   ·   Accession #:  950152-4-6825   ·   File #:  0-04065

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Lancaster Colony Corporation                          47    270K 
 2: EX-10.9     Material Contract                                      1      6K 
 3: EX-14       Code of Ethics                                         2     15K 
 4: EX-21       Subsidiaries of the Registrant                         1      7K 
 5: EX-23       Consent of Experts or Counsel                          1      6K 
 6: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 7: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 8: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 

EX-14   —   Code of Ethics

EX-14
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                                                                      EXHIBIT 14

LANCASTER COLONY CORPORATION

 CODE OF BUSINESS ETHICS

 ADOPTED FEBRUARY 25, 2004

A.    GENERAL PHILOSOPHY                                                        

    The honesty, integrity and sound judgment of our employees, officers and
directors are essential to the Company's reputation and success. The term "the  
Company" includes Lancaster Colony Corporation and its subsidiaries.            

    This Code of Ethics governs the actions and working relationships of the
Company's employees, officers and directors with current and potential customers
and suppliers, fellow employees, competitors, government and self-regulatory    
agencies, the media, and anyone else with whom the Company has contact.         

This Code of Ethics:                                                

-     requires honest and ethical conduct in all aspects of each    
     employee's, officer's and director's actions on behalf of the
         Company, including proper and ethical procedures for dealing with
     actual or apparent conflicts of interest between personal and
professional relationships;                             

     -     requires full, fair, accurate, and timely disclosure in reports and
     other documents filed by the Company with or submitted to the
     Securities and Exchange Commission as well as in other public
communications made as a registrant;                    

  -     requires compliance with applicable laws, rules and regulations;

    -     addresses potential or apparent conflicts of interest and provides
       guidance for employees, officers and directors in communicating
those conflicts to the Company;                         

  -     addresses misuse or misapplication of the Company's property and
business opportunities;                                 

   -     requires maintaining the confidentiality of nonpublic information
within the Company and outside the Company; and         

  -     requires prompt internal reporting of violations of this Code of
Ethics and proper reporting of any illegal behavior.    

B.    CONFLICTS OF INTEREST                                                     

 A "conflict of interest" occurs when your private interest in any way
interferes or appears to interfere with the interests of the Company. You are   
expected to avoid all situations that might lead to a real or apparent material 
conflict between your or your immediate family's self-interest and your duties  
and responsibilities as an employee, officer or director of the Company.        
Disclosure should be made to Corporate Counsel regarding any material           
transaction or relationships that reasonably could be expected to give rise to a
real or apparent conflict.                                                      

EX-14
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C.    FINANCIAL REPORTING                                                       

    You are required to report timely to the Company's senior management all
information in your possession that may be necessary to ensure that the         
Company's financial reports and disclosures, as filed with or submitted to the  
Securities and Exchange Commission or in other public communications, are full, 
fair, and accurate.                                                             

D.    CONFIDENTIALITY                                                           

   Nonpublic information regarding the Company or its business, employees,
customers and suppliers is confidential. As an employee, officer or director,   
you are entrusted with, or may become aware of, confidential information. You   
are only to use such confidential information for the intended business purpose 
of the Company. You are not to share confidential information with anyone       
outside of the Company, including family and friends, or with other employees of
the Company who do not need the information to carry out their duties. Your     
obligation to keep all information confidential continues even if your          
employment with the Company ends.                                               

E.    INSIDER TRADING                                                           

It is both unethical and illegal to buy, sell, trade or otherwise   
participate in transactions involving the Company's securities while in         
possession of material information concerning the Company that has not been     
released to the general public but which when released may have an impact on the
market price of the Company's securities. It is also unethical and illegal to   
buy, sell, trade or otherwise participate in transactions involving the         
securities of any other company while in possession of similar non-public       
material information concerning such company. Any questions concerning the      
propriety of effecting a transaction in the Company's (or other company's)      
securities should be directed to the Company's Corporate Counsel.               

F.    REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR                                

   The Company requires its employees, officers and directors to report to
supervisors, managers or other appropriate personnel regarding any known or     
suspected criminal or other unethical activity involving the Company or its     
employees. If, during the course of your employment, you become aware of any    
suspicious activity or behavior, including concerns regarding questionable      
accounting or auditing matters, you must report your concerns to Corporate      
Counsel. Reporting the activity will not subject the employee to discipline     
absent a knowingly false report. All reports will be treated confidentially and 
will receive a full inquiry. The Company has a toll free "Help Line" that is    
available to anyone wishing to bring any such matter to the attention of        
management or the Audit Committee of the Board of Directors. The telephone      
number of the Help Line is 888/875-1167. You are NOT required to leave your     
name. Anonymous reports also receive a full inquiry.                            

G.    ADMINISTRATION, ENFORCEMENT AND WAIVER OF CODE OF ETHICS                  

    This Code of Ethics shall be administered and monitored by the Company's
senior management. Any questions or requests for further information regarding  
this Code of Ethics should be directed to the Company's Corporate Counsel.      

   Employees, officers and directors of the Company are expected to follow
this Code of Ethics at all times. In rare circumstances, situations may arise in
which a waiver may be appropriate. Waivers will be determined on a case-by-case 
basis by the Company's senior management except that waivers for directors and  
the parent company's executive officers and its senior financial personnel may  
only be authorized by the Board of Directors. Any waiver for directors, the     
parent company's executive officers and its senior financial personnel, and the 
grounds therefore, shall be disclosed to shareholders in accordance with        
applicable laws and regulations.                                                

Failure to comply with this Code of Ethics may result in disciplinary action up 
to and including termination. Any supervisor, manager, officer or director who  
directs, approves or condones infractions, or has knowledge of them and does not
promptly report and correct them, will be subject to disciplinary action up to  
and including termination.                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/10/04
For Period End:		6/30/04							5
		2/25/04		1
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