This Agreement between Stewart K. Owens ("Executive") and Bob Evans Farms, Inc., a Delaware corporation (the "Corporation") is effective May 1, 2002 ("Effective Date") and supercedes any similar agreement between the Executive and the Corporation.

1.00 PURPOSE

The Corporation believes that [1] a sound and stable management team is essential to promoting the best interests of the Group and the Corporation's stockholders, [2] as is the case with many publicly held corporations, a Change in Control may materially alter the Group's structure and adversely affect managers' employment security, [3] appropriate steps should be taken to enable certain managers, including the Executive, to devote their full and continued attention to the Group's business affairs during the crucial (and often tumultuous) period preceding and immediately following a Change in Control and
[4] subject to the terms of this Agreement, these objectives can best be met by providing the Executive with the severance payments described in this Agreement.

2.00 DEFINITIONS

When used in this Agreement, the following terms will have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this Agreement. When applying these definitions, the form of any term or word will include any of its other forms.

2.01 BOARD. The Corporation's board of directors.

2.02 CAUSE. The Executive's [1] willful and continued refusal to substantially perform assigned duties (other than any refusal resulting from incapacity due to physical or mental illness), [2] willful engagement in gross misconduct materially and demonstrably injurious to any Group Member or [3] breach of any term of this Agreement. However, [4] Cause will not arise [a] solely because the Executive is absent from active employment during periods of vacation, consistent with the Employer's applicable vacation policy, or other period of absence initiated by the Executive and approved by the Employer or [b] due to any event that constitutes Good Reason.

2.03 CHANGE IN CONTROL.

[1] Subject to the rules of application described in Section 2.03[2], the date on which the earliest of the following events occurs:

[a] After the Effective Date, an event that would be required to be reported as a change in control for purposes of the Exchange Act.

[b] During any 12-consecutive-calendar-month period ending after the Effective Date, there is a change in a majority of the Incumbent Directors for any reason other

than death or disability as reasonably established by the Corporation on the basis of medical and other information known (or made available) to it.

[c] After the Effective Date, any entity or "person," [including a "group" as contemplated by Exchange Acts Sections 13(d)(3) and
14(d)(2)] is or becomes the "beneficial owner" [as defined in Rule 13d-3 under the Exchange Act], through a tender offer or otherwise, of Common Shares representing 50 percent or more of the combined voting power of the Corporation's then outstanding Common Shares.

[d] During any 12-consecutive-calendar-month period ending after the Effective Date, any entity or "person," [including a "group" as contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2)] acquires, either directly or as a "beneficial owner" [as defined in Rule 13d-3 under the Exchange Act], through a tender offer or otherwise, Common Shares representing more than 20 percent of the combined voting power of the Corporation's then outstanding Common Shares. However, this element of this definition will be applied without regard to the effect of any redemption of Common Shares by the Corporation or the acquisition of Common Shares by any Group Member and after ignoring any Common Shares acquired:

[i] Before the beginning of any 12-consecutive-calendar-month measurement period;

[ii] By or through an employee benefit plan [whether or not intended to comply with Code Section4 01(a) and whether or not the Executive participates in that plan] maintained by any Group Member;

[iii] Directly, through an equity compensation plan maintained by any Group Member;

[iv] Directly, through inheritance, gift, bequest or by operation of law on the death of an individual; or

[v] By any entity or "person" [including a "group" as contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2)] with respect to which that acquirer has filed SEC Schedule 13G indicating that the Common Shares were not acquired and are not held for the purpose of or with the effect of changing or influencing, directly or indirectly, the Corporation's management or policies, unless and until that entity or person indicates that its intent has changed by filing SEC Schedule 13D.

[e] After the Effective Date, the Corporation's stockholders approve a definitive agreement to merge or combine the Corporation with or into another entity, a majority of the directors of which were not Incumbent Directors immediately before the merger and in which the Corporation's stockholders will hold less than 50

percent of the voting power of the surviving entity. When applying this element of this definition:

[i] Stockholders will be determined immediately before and immediately after the merger or combination; and

[ii] The Common Shares owned before the transaction by the entity with which the Corporation merges or combines will be disregarded for all purposes.

[f] Within any 12-consecutive-calendar-month period ending after the Effective Date, any entity or "person" [including a "group" as contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2) and Code
Section 280G] acquires, either directly or as a "beneficial owner" [as defined in Rule 13d-3 under the Exchange Act] of another entity or person, Group assets having a total gross fair market value equal to or greater than 50 percent of the book value of the Group's assets. For purposes of this definition, "book value" will be established on the basis of the latest consolidated financial statement the Corporation filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began.. However, except as otherwise provided in this section, this element of this definition will be applied after ignoring:

[i] Any transfer of assets to a stockholder of the Corporation (determined immediately before the asset transfer), but only to the extent exchanged for or with respect to the Corporation's stock;

[ii] Any transfer of assets to an entity, 50 percent or more of the total value or voting power of which is owned by one or more Group Members;

[iii] Any transfer of assets to any entity or "person" [including a "group" as contemplated by Exchange Act Sections 13(d)(3) and
14(d)(2)] that, immediately before the transfer, owns, directly or as a "beneficial owner" [as defined in Rule 13d-3 under the Exchange Act], 50 percent or more of the total value or voting power of the Corporation's outstanding securities; or

[iv] Any transfer of assets to an entity, at least 50 percent or more of the total value or voting power of which, immediately before the transfer, is owned, directly or indirectly, by a person described in Section 2.03[1][c] of this definition.

[2] The following rules of application will be applied to this definition:

[a] For purposes of applying all parts of this definition, [i] Common Shares owned or acquired by the Executive or by any other entity or "person" [including a "group" as contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2)] acting in

concert with the Executive will be disregarded, [ii] any transfer of assets to the Executive or to any other entity or "person" [including a "group" as contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2)] acting in concert with the Executive will be disregarded and [iii] the constructive ownership rules of Code Section 318(a) will be applied to determine stock ownership;

[b] For purposes of applying Section 2.03[1][f], an entity's or a person's status (unless specifically indicated otherwise) will be determined immediately after the transfer of assets; and

[c] Any transfer of assets disregarded under Section 2.03[1][f][i] will not be ignored when applying that subsection if that transaction is part of a larger transaction or series of transactions that also involve the transfer of assets for cash or consideration other than Common Shares.

2.04 CODE. The Internal Revenue Code of 1986, as amended, or any successor statute.

2.05 COMMON SHARES. The Corporation's shares of Common Stock or any security issued in substitution, exchange or in place of the Corporation's Common Stock.

2.06 CONFIDENTIAL INFORMATION. Any and all information (other than information in the public domain) related to the Group's business or that of any Group Member, including all processes, inventions, trade secrets, computer programs, engineering or technical data, drawings or designs, manufacturing techniques, information concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product information, information concerning suppliers, methods and manner of operations, and information relating to the identity and location of all past, present and prospective customers.

2.07 DATE OF TERMINATION. Except as otherwise provided in Section 4.00:

[1] If the Executive is Terminated because of Retirement or for Cause, the date specified in the Notice of Termination;

[2] If the Executive is Terminated because of Disability, the date determined under Section 4.04[1];

[3] If the Executive dies, the date of death;

[4] If the Executive is Terminated for Good Reason, the date specified in the Notice of Termination;

[5] If the Executive is Terminated for any reason other than Retirement, Cause, Disability, death or Good Reason, the date on which a Notice of Termination is given; or

[6] If the Employer Terminates the Executive without giving a Notice of Termination, the date on which that Termination is effective.

However, if either Party utilizes the procedures described in Section 7.03 to dispute the basis on which the Executive's employment is being terminated, the Date of Termination will be no later than the last day of the Executive's active employment as a common law employee of all Group Members.

2.08 DISABILITY. An incapacity due to physical or mental illness that has prevented the Executive from discharging assigned duties on a full-time basis for at least the lesser of [1] 26 consecutive weeks or [2] the period between the date the incapacity arose and the last day but one of the Effective Period.

2.09 EFFECTIVE PERIOD. The 36 consecutive calendar months beginning after a Change in Control occurring during the Term, even if that period extends beyond the Term.

2.10 EMPLOYER. The Group Member by which the Executive is directly employed on the date of any event, act or occurrence described in this Agreement, including execution of this Agreement. If, without incurring a Termination, the Executive becomes a common law employee of a Group Member other than the Employer, that Group Member will automatically become the Executive's "Employer" under this Agreement and will be fully liable, as the Executive's Employer, for all obligations arising under this Agreement during the period of that employment relationship, including the payment of any amount described in Section 5.00 that becomes due during the course of that employment relationship.

2.11 EXCHANGE ACT. The Securities Exchange Act of 1934, as amended, or any successor statute.

2.12 GOOD REASON. For purposes of Section 4.06, any of the following to which the Executive has not consented in writing:

[1] At any time after a Change in Control, any breach of this Agreement of any nature whatsoever by or in behalf of the Group or any Group Member;

[2] At any time after a Change in Control, a reduction in the Executive's title, duties, responsibilities or status, as compared to either [a] the Executive's title, duties, responsibilities or status immediately before a Change in Control or [b] any enhanced or increased title, duties, responsibilities or status to which the Executive accedes after the Change in Control;

[3] At any time after a Change in Control, the assignment to the Executive of duties that are inconsistent with [a] the Executive's office immediately before the date of a Change in Control or [b] any more senior office to which the Executive is promoted after a Change in Control;

[4] During any calendar year ending after a Change in Control, a 10 percent (or larger) reduction (other than a reduction attributable to any Termination for death, Disability or Cause or for any period the Executive is temporarily absent from active employment) in the highest of [a] the Executive's total cash compensation for the

preceding calendar year or, if higher, [b] the Executive's total cash compensation for the last calendar year ending before the Change in Control but [c] in both cases, determined without regard to any amounts described in this Agreement;

[5] At any time after a Change in Control, a requirement that the Executive relocate to a principal office or worksite (or accept indefinite assignment) to a location more than 50 miles distant from [a] the principal office or worksite to which the Executive was assigned immediately before a Change in Control or [b] any location to which the Executive agreed to be assigned after a Change in Control;

[6] At any time after a Change in Control, the imposition on the Executive of business travel obligations substantially greater than the Executive's business travel obligations during the 12-consecutive-calendar-month period ending before the Change in Control but determined without regard to any special business travel obligations associated with activities relating to the Change in Control;

[7] At any time after a Change in Control, the Employer's [a] failure to continue in effect any material fringe benefit or compensation plan, retirement or deferred compensation plan, life insurance plan, health and accident plan or disability plan in which the Executive is participating at the time of a Change in Control, [b] modification of any of the plans or programs just described that adversely affects the value of the Executive's benefits under those plans, or [c] failure to provide the Executive, after a Change in Control, with the same number of paid vacation days to which the Executive is or becomes entitled at or anytime on or after a Change in Control under the terms of the Employer's vacation policy or program. However, Good Reason will not arise under this subsection solely because
[d] the Corporation or the Employer terminates or modifies any program after a Change in Control solely to comply with applicable law but only to the extent of the change required or [e] a plan or benefit program expires under self-executing terms contained in that plan or benefit program before the Change in Control; or

[8] The Employer fails to deliver a Notice of Termination to the Executive within 30 days after the Executive becomes Disabled.

2.13 GROUP. The Employer, the Corporation and any other entity to which either is related through common ownership as defined in Code Section 1504.

2.14 GROUP MEMBER. Each entity that is a member of the Group.

2.15 INCUMBENT DIRECTOR. Each person who was a member of the Board on the Effective Date and, after the Effective Date, each director whose election or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the then Incumbent Directors.

2.16 NOTICE OF PAYMENT. The written notice by which the Corporation apprises the Executive of [1] the amount of any payment due under this Agreement, [2] the reason that amount is payable and [3] the basis on which that payment was calculated.

2.17 NOTICE OF TERMINATION. A written notice that describes in reasonable detail the facts and circumstances claimed to provide a basis for Termination.

2.18 PARTIES. The Corporation and the Executive.

2.19 RETIREMENT. The Executive's Termination in accordance with [1] the Employer's normal retirement policy in effect on the date of a Change in Control and which is generally applicable to its salaried employees or [2] in accordance with any individual retirement arrangement agreed upon by the Parties.

2.20 RETIREMENT AGE. The normal or mandatory retirement age specified in any of the policies or arrangements described in Section 2.19.

2.21 TERM. Initially, the period beginning on the Effective Date and ending midnight, April 30, 2003 ("Termination Date"). Subject to Section 6.00, the Term will automatically be extended for successive one-year periods beginning on the Termination Date and anniversaries of each Termination Date.

2.22 TERMINATION. Termination of the common law employee-employer relationship between the Executive and all Group Members for any reason, whether or not the Executive subsequently becomes a consultant or adviser to any Group Member or serves as a member of the board of directors of any Group Member. However, a Termination will not be deemed to have occurred [1] solely because the Executive's Employer ceases to be a Group Member and the Executive continues to be employed by that former Group Member or [2] subject to Section 4.06, if the Executive's common law employment relationship is transferred between Group Members without interruption.

3.00 EXECUTIVE'S OBLIGATIONS

3.01 SERVICES DURING CERTAIN EVENTS. If any "person" (as used in Section 2.03[1][c]) initiates a tender or exchange offer, distributes proxy materials to the Corporation's stockholders or takes other steps to effect, or that may result in, a Change in Control, the Executive agrees not to Terminate voluntarily during the pendency of that activity other than by reason of Retirement and to continue to serve as a full-time employee of the Employer until those efforts are abandoned, that activity is terminated or until a Change in Control has occurred.

3.02 CONFIDENTIAL INFORMATION. Except as otherwise required by applicable law, Executive expressly agrees to keep and maintain Confidential Information confidential and not, at any time during or subsequent to the Executive's employment with any Group Member, to use any Confidential Information for Executive's own benefit or to divulge, disclose or communicate any Confidential Information to any person or entity in any manner except [1] to employees or agents of the Employer or of the Corporation that need the Confidential Information to perform their duties on behalf of any Group Member or [2] in the performance of Executive's duties to the Employer. Executive also agrees to notify the Corporation promptly of any circumstance Executive believes may legally compel the disclosure of Confidential Information and to give this notice before disclosing any Confidential Information.

3.03 EFFECT OF BREACH OF OBLIGATIONS. If the Executive breaches any obligation described in this Agreement:

[1] If that breach occurs before a Change in Control, this Agreement will terminate as of the date of the breach, even if the fact of the breach becomes apparent at a later date;

[2] If that breach occurs after a Change in Control but before the Executive has Terminated, this Agreement will terminate as of the date of the breach, even if the fact of the breach becomes apparent at a later date and no amounts will be due under this Agreement; or

[3] If that breach occurs after a Change in Control and after the Executive Terminates, the Executive will repay any amounts paid under this Agreement plus interest calculated at the prime interest rate quoted in the Wall Street Journal, over the period beginning on the date of the payment to the Executive (or any beneficiary under this Agreement and ending on the date of repayment.

4.00 COMPENSATION PAID IF EXECUTIVE TERMINATES AFTER A CHANGE IN CONTROL

4.01 TERMINATION FOR CAUSE.

[1] The Employer may Terminate the Executive for Cause at any time by delivering to the Executive a Notice of Termination specifying the effective date of the Termination (which may not be earlier than the date the Notice of Termination is given) and the basis upon which the Employer believes that it has Cause to Terminate the Executive.

[2] As of the Date of Termination specified in the Notice of Termination,
[a] the Executive's employment will end, [b] this Agreement will terminate and [c] no amounts will be paid or due under this Agreement at any time.

4.02 TERMINATION BECAUSE OF DEATH. Subject to Section 8.03, if the Executive dies, this Agreement will terminate as of the date the Executive dies and no amounts will be paid or due under this Agreement at any time.

4.03 TERMINATION AFTER RETIREMENT AGE. If the Executive Terminates after Retirement Age for any reason, this Agreement will terminate as of the date specified in the Notice of Termination (which may not be earlier than the Executive's Retirement Age) and no amounts will be paid or due under this Agreement at any time.

4.04 TERMINATION BECAUSE OF DISABILITY.

[1] The Employer may Terminate the Executive at any time after the Executive has become Disabled but only if it delivers to the Executive a Notice of Termination specifying the effective Date of Termination, which may be [a] no earlier than 30 days after this Notice of Termination is delivered or [b] no later than the last day but one of the Effective Period during which the Disability began.

[2] If the Executive does not return to full-time active employment before the Date of Termination specified in the Notice of Termination and if the specified Date of Termination is within an Effective Period (whether or not the Executive's absence began before or after the Effective Period began) or if the Executive Terminates for Good Reason (as defined in Section 2.12[8]), [a] the Executive's employment will Terminate as of the Date of Termination specified in the Notice of Termination, [b] this Agreement will terminate and [c] the Executive will receive an amount equal to:

[i] The amount described in Section 5.00, calculated on the basis of the compensation paid to the Executive before the absence began or, if higher, the amount the Executive was receiving during the period of absence; minus

[ii] The value of:

[A] One half of the disability benefit payable under the Social Security Act;

[B] The amount by which the Executive's employer-funded benefit under any retirement or deferred compensation plan [whether or not intended to comply with Code Section 401(a)] is enhanced by the Disability; and

[C] The value of any employer-funded disability income or other benefits the Executive is entitled to receive from any disability plan or program.

The value of these reductions:

[D] Will be calculated by applying the factors described in
Section 5.02[3]; and

[E] Will be applied before application of Section 5.02.

4.05 TERMINATION WITHOUT CAUSE.

[1] The Employer may Terminate the Executive without Cause for any reason by delivering to the Executive a Notice of Termination that specifies the Date of Termination, which may not be earlier than the date the Notice of Termination is given.

[2] If [a] the Date of Termination specified in the Notice of Termination is within the period beginning six months before the beginning of an Effective Period and ending on the last day of the same Effective Period and [b] the Executive's employment is not being Terminated due to death, Disability or Cause, [c] the Corporation will pay (or cause the Employer to pay) to the Executive the amount described in Section 5.00. After those amounts have been paid, this Agreement will terminate and no further amounts will be paid or due under this Agreement.

4.06 TERMINATION FOR GOOD REASON.

[1] The Executive may Terminate for Good Reason after a Change in Control by delivering to the Corporation a Notice of Termination for Good Reason (other than Good Reason as defined in Section 2.12[8]) specifying the Date of Termination (which may not be earlier than the date the Notice of Termination is given) and the basis upon which the Executive believes that Good Reason has arisen.

[2] If [a] the Date of Termination specified in the Notice of Termination is within the period beginning six months before the beginning of an Effective Period and ending on the last day of the same Effective Period and [b] within 30 days after the Date of Termination, the Employer does not cure the Good Reason event described in the Notice of Termination, [c] the Corporation will pay (or cause the Employer to pay) to the Executive the amount described in Section 5.00. After those amounts have been paid, this Agreement will terminate and no further amounts will be paid or due under this Agreement.

5.00 CHANGE IN CONTROL PAYMENTS

5.01 CALCULATION OF CHANGE IN CONTROL PAYMENTS. Subject to the terms of this Agreement, if the Executive is Terminated under Section 4.04, 4.05 or 4.06, the Corporation (or the Employer) will:

[1] Continue to pay the Executive's compensation and other benefits through the Date of Termination and also will pay the Executive the value of any unused vacation and compensation days determined under the Employer's personnel policy. These amounts will be paid no later than 30 days after the Executive's Date of Termination and will be based on the rate of compensation and value of benefits in effect before the Notice of Termination was delivered.

[2] Pay the Executive a lump sum equal to the amount described in this subsection. This payment will be accompanied by a Notice of Payment and, subject to Section 5.02, made no more than 30 days after the Executive's Date of Termination. The amount payable under this subsection will be the sum of:

[a] 299 percent of the Executive's "base amount" as defined under Code
Section 280G [whether or not the Change in Control generating benefits under this Agreement is a "change in control" as defined under Code
Section 280G]; plus

[b] An additional amount equal to:

[i] The cash bonus paid to the Executive by all Group Members averaged over the three full fiscal years ending before the Date of Termination (or, if shorter, over the full period of the Executive's employment by all Group Members); multiplied by

[ii] The number of days between the Executive's Date of Termination and the last day of the Corporation's last complete fiscal year ending before that Date of Termination; and divided by

[iii] 365 days.

[c] Any other change in control benefit to which the Executive is entitled under any other plan, program or agreement with any Group Member.

[3] For 36 months after the Executive's Date of Termination, the Corporation also will maintain (or cause the Employer to maintain) in full force and effect, for the Executive's continued benefit (and that of all family members and other dependents who were enrolled in the programs on the Executive's Date of Termination) all life, medical and dental insurance programs in which the Executive (or members of the Executive's family or other dependents) was participating or was covered immediately before the Executive's Date of Termination. If the terms of any of the programs just described do not allow the continued participation described in the preceding sentence, the Corporation (or the Employer) will [a] provide benefits that are substantially similar (including eligibility conditions, conditions on benefits, the value of benefits and the scope of coverage) to those provided by the life, medical and dental insurance programs in which the Executive, members of the Executive's family and dependents were participating immediately before the Executive's Date of Termination and
[b] ensure that any eligibility or other conditions on benefits under these programs, including deductibles and copayments, will be administered by applying the Executive's experience under any predecessor program in which the Executive (or members of the Executive's family and dependents) were participating before Termination.

5.02 EFFECT OF CODE SECTION 280G.

[1] If the sum of the amounts described in Section 5.01 and those promised under any other plan, program or agreement between the Executive and any Group Member ("Payment") constitute "excess parachute payments" as defined in Code Section 280G(b)(1), and it is established that any Payment is subject to any excise tax under Code Section 4999 or any interest and/or penalties are due with respect to that excise tax (the excise tax and any associated interest and/or penalties being collectively referred to as the "Excise Tax"), the Corporation (or the Employer) will make an additional payment (referred to as the "Excise Gross-Up Payment") to the Executive in sufficient amount to ensure that, after the Executive pays all applicable federal, state and local taxes (including any interest and/or penalties associated with those taxes), including any Excise Tax imposed on the Excise Gross-Up Payment, the Executive will retain an amount of the Excise Gross-Up Payment equal to the Excise Tax imposed on the Payment.

[2] If the Internal Revenue Service or any court of competent jurisdiction subsequently and conclusively decides that the Corporation has miscalculated the amount of any "excess parachute payment" and if that decision, had it been made initially:

[a] Would have resulted in a larger payment than initially calculated, the Corporation will reapply Section 5.02 based on the revised calculation to identify the Executive's revised parachute payment and immediately pay that additional amount to the Executive; but

[b] If, after that reapplication, the Executive is entitled to a smaller amount under this Agreement than initially calculated, the Executive will repay the amount of any overpayment to the Corporation within 30 days of the date of that decision, together with interest on that amount at the prime rate of interest quoted in the Wall Street Journal, as of the date of that final decision, calculated over the period beginning on the date the excess amount was paid and ending on the date the excess amount is repaid.

[3] The value of all amounts due under this Agreement will be established by the Corporation's independent auditors applying principles, assumptions and procedures consistent with Code Section 280G. These principles, assumptions and procedures will be explained to the Executive in the Notice of Payment.

5.03 CONDITIONS AFFECTING PAYMENTS.

[1] Except as expressly provided in this Agreement, the Executive's right to receive the payments described in this Agreement will not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement between the Executive and any Group Member.

[2] The Executive is not required to mitigate the amount of any payment described in this Agreement by seeking other employment or otherwise, nor will the amount of any payment or benefit provided for in this Agreement be reduced by any compensation the Executive earns in any capacity after Termination or, except as provided in Section 4.04, by reason of the Executive's receipt of or right to receive any retirement or other benefits on or after Termination.

[3] The amount of any payment made under this Agreement will be reduced by amounts the Employer is required to withhold in payment (or in anticipation of payment) of any income, wage or employment taxes imposed on the payment.

5.04 LIMIT ON NUMBER OF CHANGES IN CONTROL. Regardless of any provision of this Agreement, if more than one Change in Control (whether or not related) occurs during the Term, the total amount payable under this Agreement will be the largest amount (after application of Section 5.02) calculated with respect to any single change in control occurring during the Effective Period.

6.00 AMENDMENT AND TERMINATION

6.01 AMENDMENT. This Agreement may be amended at any time by written agreement between the Executive and the Corporation.

6.02 TERMINATION. This Agreement will terminate on the earliest of the following to occur:

[1] The Executive's employment with all Group Members is Terminated before a Change in Control;

[2] Before a Change in Control, the Executive is reassigned to a more junior position, unless the Corporation decides that the new position is sufficiently senior to justify continuation of this Agreement;

[3] The Corporation and the Executive mutually agree, in writing, to terminate this Agreement, whether or not it is replaced with a similar agreement;

[4] The Corporation notifies the Executive, in writing, that the Agreement is to terminate at the end of its then current Term. To be effective, however, this written notice [a] must be given no later than midnight of the February 28 preceding the end of the then current Term but [b] may never be effective [i] during an Effective Period or [ii] at any time after the Corporation learns that activities have begun that, if completed, would cause a Change in Control, although the notice may be given if those activities end without generating a Change in Control;

[5] All payments due under this Agreement have been fully paid; or

[6] As provided in Section 4.00.

7.00 EQUITABLE RELIEF/DISPUTE RESOLUTION

7.01 UNIQUENESS OF OBLIGATIONS. The Executive's obligations described in this Agreement are of a special and unique character which gives them a peculiar value to the Group and the Group cannot be reasonably or adequately compensated in damages in an action at law if Executive breaches those obligations. Executive therefore expressly agrees that, in addition to any other rights or remedies that the Corporation, the Employer or the Group may have, the Corporation, the Employer and the Group will be entitled to injunctive and other equitable relief in the form of preliminary and permanent injunctions without bond or other security if the Executive actually breaches (or threatens to breach) any obligation under this Agreement.

7.02 INITIAL RESOLUTION OF DISPUTES AFFECTING PAYMENT AMOUNT.

[1] The Executive may request the Corporation to recalculate the amount of payments due under this Agreement. That request must [a] be filed in writing no later than 30 days after the Executive receives the Notice of Payment and [b] specify the basis upon which the Executive believes that an additional amount is due. Any request for recalculation that does not comply with both requirements will be ineffective.

[2] Within 30 days of receiving a request that complies with Section 7.02[1], the Corporation will notify the Executive of any changes to its calculations and the effect of any changes on the amount payable to the Executive. If the Corporation does not deliver this information to the Executive within this 30-day period, the Executive may regard the request as having been denied.

[3] The Executive expressly waives any right to proceed under Section 7.03 to dispute the calculation of the amount payable under this Agreement unless and until the administrative remedies described in this Section 7.02 are fully exhausted.

7.03 ARBITRATION Any [a] disagreement concerning the calculation of any payment due under this Agreement that is not resolved after utilizing the procedures described in Section 7.02, [b] breach of any term of this Agreement or [c] other dispute or controversy arising out of or relating to this Agreement, including the basis on which the Executive is Terminated, will be resolved by arbitration in accordance with the rules of the American Arbitration Association. The award of the arbitrator will be final, conclusive and nonappealable and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator must be an arbitrator qualified to serve in accordance with the rules of the American Arbitration Association and one who is approved by the Corporation and the Executive. If the Executive and the Corporation fail to agree on an arbitrator, each must designate a person qualified to serve as an arbitrator in accordance with the rules of the American Arbitration Association and these persons will select the arbitrator from among those persons qualified to serve in accordance with the rules of the American Arbitration Association. Any arbitration relating to this Agreement will be held in the city in which the Executive's last principal place of employment with a Group Member before the Executive's Date of Termination is or was located or another place the Parties mutually select immediately before the arbitration.

7.04 COSTS. The Corporation will bear all reasonable costs associated with any dispute arising under this Agreement, including reasonable accounting and legal fees incurred by the Executive through any proceeding described in Section 7.02 or 7.03. However, no amounts will be paid under this subsection to the extent that those payments are "excess parachute payments."

7.05 PAYMENT DURING DISPUTE RESOLUTION PERIOD. If otherwise due, the Corporation may not defer (or cause the Employer to defer) payment of any amount that is not being contested under Section 7.02 or 7.03.

7.06 PAYMENT OF ADDITIONAL AMOUNTS. If the arbitrators decide, at the conclusion of the arbitration proceedings described in Section 7.03, that the Corporation has understated the amount due under this Agreement, the Corporation will pay the additional amount to the Executive within 30 days after the date of the award along with interest calculated at the prime rate quoted in the Wall Street Journal, for the period beginning on the Executive's Date of Termination and ending on the date of payment. However, no amounts will be paid under this subsection to the extent that those payments are "excess parachute payments."

8.00 MISCELLANEOUS

8.01 SECURITY. At any time during the Term, the Corporation may provide (or cause the Employer to provide) security for payment of the amounts and benefits described in Section 5.00. This security may include one or more of [1] a stand-by letter of credit issued by a reputable financial institution, [2] an irrevocable grantor trust (the "Trust") established on terms the Corporation believes to be appropriate, including a ruling from the Internal Revenue Service, (or opinion of counsel satisfactory to the Corporation), to the effect that any funds held by the Trust will be includible in the Executive's gross income only for the taxable year or years paid to the Executive under the terms of the Trust's related trust agreement or [3] any other form of security the Corporation believes is appropriate.

8.02 NONASSIGNMENT. The right of an Executive or any other person to receive any amount under this Agreement may not be assigned, transferred, pledged or encumbered except by will or by applicable laws of descent and distribution. Any attempt to assign, transfer, pledge or encumber any amount that is or may be receivable under this Agreement will be null and void and of no legal effect.

8.03 SUCCESSORS TO THE EXECUTIVE. Subject to Section 8.02, this Agreement inures to the benefit of and may be enforced by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8.04 TRANSFERS.

[1] If, either before or after a Change in Control, the Executive's common law employment relationship shifts within the Group and there has been no intervening Termination, this Agreement will remain in full force and effect and for all purposes of this Agreement, the Executive's new Employer will be substituted for the Executive's prior Employer.

[2] If the Employer is no longer a Group Member, whether or not as part of a transaction that constitutes a Change in Control, this Agreement will remain in full force and effect as described in Section 8.02. However, the Executive will not be entitled to any amount under this Agreement on account of a Change in Control that [a] solely affects the Group after that transfer and [b] is not part of the same transaction through which the Employer left the Group.

8.05 NOTICES. All notices and other communications provided for in this Agreement must be written and will be deemed to have been given when deposited with a reputable delivery service or in United States registered mail, return receipt requested, postage prepaid. Also,:

[1] All notices must be directed to the address shown on the last page of this Agreement;

[2] Notices and other communications to the Corporation and the Employer will not be deemed to have been given unless they are directed to the attention of the Corporation's Chief Executive Officer and copies are sent to the Corporation's Secretary.

[3] Neither Party will be required to use any address other than that shown on the last page of this Agreement unless notified of a change in the other Party's address. Any change in either Party's address must be given in writing to the other Party and will be effective only upon receipt.

8.06 COMPLETE AGREEMENT. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either Party that are not set forth expressly in this Agreement.

8.07 APPLICABLE LAW. The validity, interpretation, construction and performance of this Agreement will be governed by the laws (but not the law of conflicts of laws) of the State of Ohio.

8.08 VALIDITY. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, which will remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective as of the date and year first above written.

BOB EVANS FARMS, INC.

By:      /s/ Donald J. Radkoski
     ------------------------------------

Title:   CFO, Treasurer
        ---------------------------------

ADDRESS:

STEWART K. OWENS

           /s/ Stewart K. Owens
         -----------------------------------------

ADDRESS:

This Agreement between Donald J. Radkoski ("Executive") and Bob Evans Farms, Inc., a Delaware corporation (the "Corporation") is effective May 1, 2002 ("Effective Date") and supercedes any similar agreement between the Executive and the Corporation.

1.00 PURPOSE

The Corporation believes that [1] a sound and stable management team is essential to promoting the best interests of the Group and the Corporation's stockholders, [2] as is the case with many publicly held corporations, a Change in Control may materially alter the Group's structure and adversely affect managers' employment security, [3] appropriate steps should be taken to enable certain managers, including the Executive, to devote their full and continued attention to the Group's business affairs during the crucial (and often tumultuous) period preceding and immediately following a Change in Control and
[4] subject to the terms of this Agreement, these objectives can best be met by providing the Executive with the severance payments described in this Agreement.

2.00 DEFINITIONS

When used in this Agreement, the following terms will have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this Agreement. When applying these definitions, the form of any term or word will include any of its other forms.

2.01 BOARD. The Corporation's board of directors.

2.02 CAUSE. The Executive's [1] willful and continued refusal to substantially perform assigned duties (other than any refusal resulting from incapacity due to physical or mental illness), [2] willful engagement in gross misconduct materially and demonstrably injurious to any Group Member or [3] breach of any term of this Agreement. However, [4] Cause will not arise [a] solely because the Executive is absent from active employment during periods of vacation, consistent with the Employer's applicable vacation policy, or other period of absence initiated by the Executive and approved by the Employer or [b] due to any event that constitutes Good Reason.

2.03 CHANGE IN CONTROL.

[1] Subject to the rules of application described in Section 2.03[2], the date on which the earliest of the following events occurs:

[a] After the Effective Date, an event that would be required to be reported as a change in control for purposes of the Exchange Act.

[b] During any 12-consecutive-calendar-month period ending after the Effective Date, there is a change in a majority of the Incumbent Directors for any reason other

than death or disability as reasonably established by the Corporation on the basis of medical and other information known (or made available) to it.

[c] After the Effective Date, any entity or "person," [including a "group" as contemplated by Exchange Acts ss.ss.13(d)(3) and 14(d)(2)] is or becomes the "beneficial ownEr" [as defined in Rule 13d-3 under the Exchange Act], through a tender offer or otherwise, of Common Shares representing 50 percent or more of the combined voting power of the Corporation's then outstanding Common Shares.

[d] During any 12-consecutive-calendar-month period ending after the Effective Date, any entity or "person," [including a "group" as contemplated by Exchange Act ss.ss.13(d)(3) And 14(d)(2)] acquires, either directly or as a "beneficial owner" [as defined in Rule 13d-3 under the Exchange Act], through a tender offer or otherwise, Common Shares representing more than 20 percent of the combined voting power of the Corporation's then outstanding Common Shares. However, this element of this definition will be applied without regard to the effect of any redemption of Common Shares by the Corporation or the acquisition of Common Shares by any Group Member and after ignoring any Common Shares acquired:

[i] Before the beginning of any 12-consecutive-calendar-month measurement period;

[ii] By or through an employee benefit plan [whether or not intended to comply with Code ss.401(a) and whether or not the Executive participates in that plan] maintained by any Group Member;

[iii] Directly, through an equity compensation plan maintained by any Group Member;

[iv] Directly, through inheritance, gift, bequest or by operation of law on the death of an individual; or

[v] By any entity or "person" [including a "group" as contemplated by Exchange Act ss.ss.13(d)(3) and 14(d)(2)] with respect to which that acquirer has filed SEC Schedule 13G indicating that the Common Shares were not acquired and are not held for the purpose of or with the effect of changing or influencing, directly or indirectly, the Corporation's management or policies, unless and until that entity or person indicates that its intent has changed by filing SEC Schedule 13D.

[e] After the Effective Date, the Corporation's stockholders approve a definitive agreement to merge or combine the Corporation with or into another entity, a majority of the directors of which were not Incumbent Directors immediately before the merger and in which the Corporation's stockholders will hold less than 50

percent of the voting power of the surviving entity. When applying this element of this definition:

[i] Stockholders will be determined immediately before and immediately after the merger or combination; and

[ii] The Common Shares owned before the transaction by the entity with which the Corporation merges or combines will be disregarded for all purposes.

[f] Within any 12-consecutive-calendar-month period ending after the Effective Date, any entity or "person" [including a "group" as contemplated by Exchange Act ss.ss.13(d)(3) and 14(d)(2) and Code ss.280G] acquires, either directly or as a "beneficial owner" [as defined in Rule 13d-3 under the Exchange Act] of another entity or person, Group assets having a total gross fair market value equal to or greater than 50 percent of the book value of the Group's assets. For purposes of this definition, "book value" will be established on the basis of the latest consolidated financial statement the Corporation filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began. However, except as otherwise provided in this section, this element of this definition will be applied after ignoring:

[i] Any transfer of assets to a stockholder of the Corporation (determined immediately before the asset transfer), but only to the extent exchanged for or with respect to the Corporation's stock;

[ii] Any transfer of assets to an entity, 50 percent or more of the total value or voting power of which is owned by one or more Group Members;

[iii] Any transfer of assets to any entity or "person" [including a "group" as contemplated by Exchange Act ss.ss.13(d)(3) and
14(d)(2)] that, immediately before The transfer, owns, directly or as a "beneficial owner" [as defined in Rule 13d-3 under the Exchange Act], 50 percent or more of the total value or voting power of the Corporation's outstanding securities; or

[iv] Any transfer of assets to an entity, at least 50 percent or more of the total value or voting power of which, immediately before the transfer, is owned, directly or indirectly, by a person described in Section 2.03[1][c] of this definition.

[2] The following rules of application will be applied to this definition:

[a] For purposes of applying all parts of this definition, [i] Common Shares owned or acquired by the Executive or by any other entity or "person" [including a "group" as contemplated by Exchange Act ss.ss.13(d)(3) and 14(d)(2)] acting in

concert with the ExecutiVe will be disregarded, [ii] any transfer of assets to the Executive or to any other entity or "person" [including a "group" as contemplated by Exchange Act ss.ss.13(d)(3) and 14(d)(2)] acting in concert with the Executive will be disregarded and [iii] the constructive ownership rules of Code ss.318(a) will be applied to determine stock ownership;

[b] For purposes of applying Section 2.03[1][f], an entity's or a person's status (unless specifically indicated otherwise) will be determined immediately after the transfer of assets; and

[c] Any transfer of assets disregarded under Section 2.03[1][f][i] will not be ignored when applying that subsection if that transaction is part of a larger transaction or series of transactions that also involve the transfer of assets for cash or consideration other than Common Shares.

2.04 CODE. The Internal Revenue Code of 1986, as amended, or any successor statute.

2.05 COMMON SHARES. The Corporation's shares of Common Stock or any security issued in substitution, exchange or in place of the Corporation's Common Stock.

2.06 CONFIDENTIAL INFORMATION. Any and all information (other than information in the public domain) related to the Group's business or that of any Group Member, including all processes, inventions, trade secrets, computer programs, engineering or technical data, drawings or designs, manufacturing techniques, information concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product information, information concerning suppliers, methods and manner of operations, and information relating to the identity and location of all past, present and prospective customers.

2.07 DATE OF TERMINATION. Except as otherwise provided in Section 4.00:

[1] If the Executive is Terminated because of Retirement or for Cause, the date specified in the Notice of Termination;

[2] If the Executive is Terminated because of Disability, the date determined under Section 4.04[1];

[3] If the Executive dies, the date of death;

[4] If the Executive is Terminated for Good Reason, the date specified in the Notice of Termination;

[5] If the Executive is Terminated for any reason other than Retirement, Cause, Disability, death or Good Reason, the date on which a Notice of Termination is given; or

[6] If the Employer Terminates the Executive without giving a Notice of Termination, the date on which that Termination is effective.

However, if either Party utilizes the procedures described in Section 7.03 to dispute the basis on which the Executive's employment is being terminated, the Date of Termination will be no later than the last day of the Executive's active employment as a common law employee of all Group Members.

2.08 DISABILITY. An incapacity due to physical or mental illness that has prevented the Executive from discharging assigned duties on a full-time basis for at least the lesser of [1] 26 consecutive weeks or [2] the period between the date the incapacity arose and the last day but one of the Effective Period.

2.09 EFFECTIVE PERIOD. The 36 consecutive calendar months beginning after a Change in Control occurring during the Term, even if that period extends beyond the Term.

2.10 EMPLOYER. The Group Member by which the Executive is directly employed on the date of any event, act or occurrence described in this Agreement, including execution of this Agreement. If, without incurring a Termination, the Executive becomes a common law employee of a Group Member other than the Employer, that Group Member will automatically become the Executive's "Employer" under this Agreement and will be fully liable, as the Executive's Employer, for all obligations arising under this Agreement during the period of that employment relationship, including the payment of any amount described in Section 5.00 that becomes due during the course of that employment relationship.

2.11 EXCHANGE ACT. The Securities Exchange Act of 1934, as amended, or any successor statute.

2.12 GOOD REASON. For purposes of Section 4.06, any of the following to which the Executive has not consented in writing:

[1] At any time after a Change in Control, any breach of this Agreement of any nature whatsoever by or in behalf of the Group or any Group Member;

[2] At any time after a Change in Control, a reduction in the Executive's title, duties, responsibilities or status, as compared to either [a] the Executive's title, duties, responsibilities or status immediately before a Change in Control or [b] any enhanced or increased title, duties, responsibilities or status to which the Executive accedes after the Change in Control;

[3] At any time after a Change in Control, the assignment to the Executive of duties that are inconsistent with [a] the Executive's office immediately before the date of a Change in Control or [b] any more senior office to which the Executive is promoted after a Change in Control;

[4] During any calendar year ending after a Change in Control, a 10 percent (or larger) reduction (other than a reduction attributable to any Termination for death, Disability or Cause or for any period the Executive is temporarily absent from active employment) in the highest of [a] the Executive's total cash compensation for the

preceding calendar year or, if higher, [b] the Executive's total cash compensation for the last calendar year ending before the Change in Control but [c] in both cases, determined without regard to any amounts described in this Agreement;

[5] At any time after a Change in Control, a requirement that the Executive relocate to a principal office or worksite (or accept indefinite assignment) to a location more than 50 miles distant from [a] the principal office or worksite to which the Executive was assigned immediately before a Change in Control or [b] any location to which the Executive agreed to be assigned after a Change in Control;

[6] At any time after a Change in Control, the imposition on the Executive of business travel obligations substantially greater than the Executive's business travel obligations during the 12-consecutive-calendar-month period ending before the Change in Control but determined without regard to any special business travel obligations associated with activities relating to the Change in Control;

[7] At any time after a Change in Control, the Employer's [a] failure to continue in effect any material fringe benefit or compensation plan, retirement or deferred compensation plan, life insurance plan, health and accident plan or disability plan in which the Executive is participating at the time of a Change in Control, [b] modification of any of the plans or programs just described that adversely affects the value of the Executive's benefits under those plans, or [c] failure to provide the Executive, after a Change in Control, with the same number of paid vacation days to which the Executive is or becomes entitled at or anytime on or after a Change in Control under the terms of the Employer's vacation policy or program. However, Good Reason will not arise under this subsection solely because
[d] the Corporation or the Employer terminates or modifies any program after a Change in Control solely to comply with applicable law but only to the extent of the change required or [e] a plan or benefit program expires under self-executing terms contained in that plan or benefit program before the Change in Control; or

[8] The Employer fails to deliver a Notice of Termination to the Executive within 30 days after the Executive becomes Disabled.

2.13 GROUP. The Employer, the Corporation and any other entity to which either is related through common ownership as defined in Codess.1504.

2.14 GROUP MEMBER. Each entity that is a member of the Group.

2.15 INCUMBENT DIRECTOR. Each person who was a member of the Board on the Effective Date and, after the Effective Date, each director whose election or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the then Incumbent Directors.

2.16 NOTICE OF PAYMENT. The written notice by which the Corporation apprises the Executive of [1] the amount of any payment due under this Agreement, [2] the reason that amount is payable and [3] the basis on which that payment was calculated.

2.17 NOTICE OF TERMINATION. A written notice that describes in reasonable detail the facts and circumstances claimed to provide a basis for Termination.

2.18 PARTIES. The Corporation and the Executive.

2.19 RETIREMENT. The Executive's Termination in accordance with [1] the Employer's normal retirement policy in effect on the date of a Change in Control and which is generally applicable to its salaried employees or [2] in accordance with any individual retirement arrangement agreed upon by the Parties.

2.20 RETIREMENT AGE. The normal or mandatory retirement age specified in any of the policies or arrangements described in Section 2.19.

2.21 TERM. Initially, the period beginning on the Effective Date and ending midnight, April 30, 2003 ("Termination Date"). Subject to Section 6.00, the Term will automatically be extended for successive one-year periods beginning on the Termination Date and anniversaries of each Termination Date.

2.22 TERMINATION. Termination of the common law employee-employer relationship between the Executive and all Group Members for any reason, whether or not the Executive subsequently becomes a consultant or adviser to any Group Member or serves as a member of the board of directors of any Group Member. However, a Termination will not be deemed to have occurred [1] solely because the Executive's Employer ceases to be a Group Member and the Executive continues to be employed by that former Group Member or [2] subject to Section 4.06, if the Executive's common law employment relationship is transferred between Group Members without interruption.

3.00 EXECUTIVE'S OBLIGATIONS

3.01 SERVICES DURING CERTAIN EVENTS. If any "person" (as used in Section 2.03[1][c]) initiates a tender or exchange offer, distributes proxy materials to the Corporation's stockholders or takes other steps to effect, or that may result in, a Change in Control, the Executive agrees not to Terminate voluntarily during the pendency of that activity other than by reason of Retirement and to continue to serve as a full-time employee of the Employer until those efforts are abandoned, that activity is terminated or until a Change in Control has occurred.

3.02 CONFIDENTIAL INFORMATION. Except as otherwise required by applicable law, Executive expressly agrees to keep and maintain Confidential Information confidential and not, at any time during or subsequent to the Executive's employment with any Group Member, to use any Confidential Information for Executive's own benefit or to divulge, disclose or communicate any Confidential Information to any person or entity in any manner except [1] to employees or agents of the Employer or of the Corporation that need the Confidential Information to perform their duties on behalf of any Group Member or [2] in the performance of Executive's duties to the Employer. Executive also agrees to notify the Corporation promptly of any circumstance Executive believes may legally compel the disclosure of Confidential Information and to give this notice before disclosing any Confidential Information.

3.03 EFFECT OF BREACH OF OBLIGATIONS. If the Executive breaches any obligation described in this Agreement:

[1] If that breach occurs before a Change in Control, this Agreement will terminate as of the date of the breach, even if the fact of the breach becomes apparent at a later date;

[2] If that breach occurs after a Change in Control but before the Executive has Terminated, this Agreement will terminate as of the date of the breach, even if the fact of the breach becomes apparent at a later date and no amounts will be due under this Agreement; or

[3] If that breach occurs after a Change in Control and after the Executive Terminates, the Executive will repay any amounts paid under this Agreement plus interest calculated at the prime interest rate quoted in the Wall Street Journal, over the period beginning on the date of the payment to the Executive (or any beneficiary under this Agreement and ending on the date of repayment.

4.00 COMPENSATION PAID IF EXECUTIVE TERMINATES AFTER A CHANGE IN CONTROL

4.01 TERMINATION FOR CAUSE.

[1] The Employer may Terminate the Executive for Cause at any time by delivering to the Executive a Notice of Termination specifying the effective date of the Termination (which may not be earlier than the date the Notice of Termination is given) and the basis upon which the Employer believes that it has Cause to Terminate the Executive.

[2] As of the Date of Termination specified in the Notice of Termination,
[a] the Executive's employment will end, [b] this Agreement will terminate and [c] no amounts will be paid or due under this Agreement at any time.

4.02 TERMINATION BECAUSE OF DEATH. Subject to Section 8.03, if the Executive dies, this Agreement will terminate as of the date the Executive dies and no amounts will be paid or due under this Agreement at any time.

4.03 TERMINATION AFTER RETIREMENT AGE. If the Executive Terminates after Retirement Age for any reason, this Agreement will terminate as of the date specified in the Notice of Termination (which may not be earlier than the Executive's Retirement Age) and no amounts will be paid or due under this Agreement at any time.

4.04 TERMINATION BECAUSE OF DISABILITY.

[1] The Employer may Terminate the Executive at any time after the Executive has become Disabled but only if it delivers to the Executive a Notice of Termination specifying the effective Date of Termination, which may be [a] no earlier than 30 days after this Notice of Termination is delivered or [b] no later than the last day but one of the Effective Period during which the Disability began.

[2] If the Executive does not return to full-time active employment before the Date of Termination specified in the Notice of Termination and if the specified Date of Termination is within an Effective Period (whether or not the Executive's absence began before or after the Effective Period began) or if the Executive Terminates for Good Reason (as defined in Section 2.12[8]), [a] the Executive's employment will Terminate as of the Date of Termination specified in the Notice of Termination, [b] this Agreement will terminate and [c] the Executive will receive an amount equal to:

[i] The amount described in Section 5.00, calculated on the basis of the compensation paid to the Executive before the absence began or, if higher, the amount the Executive was receiving during the period of absence; minus

[ii] The value of:

[A] One half of the disability benefit payable under the Social Security Act;

[B] The amount by which the Executive's employer-funded benefit under any retirement or deferred compensation plan [whether or not intended to comply with Code ss.401(a)] is enhanced by the Disability; and

[C] The value of any employer-funded disability income or other benefits the Executive is entitled to receive from any disability plan or program.

The value of these reductions:

[D] Will be calculated by applying the factors described in
Section 5.02[5]; and

[E] Will be applied before application of Section 5.02[1] or [2].

4.05 TERMINATION WITHOUT CAUSE.

[1] The Employer may Terminate the Executive without Cause for any reason by delivering to the Executive a Notice of Termination that specifies the Date of Termination, which may not be earlier than the date the Notice of Termination is given.

[2] If [a] the Date of Termination specified in the Notice of Termination is within the period beginning six months before the beginning of an Effective Period and ending on the last day of the same Effective Period and [b] the Executive's employment is not being Terminated due to death, Disability or Cause, [c] the Corporation will pay (or cause the Employer to pay) to the Executive the amount described in Section 5.00. After those amounts have been paid, this Agreement will terminate and no further amounts will be paid or due under this Agreement.

4.06 TERMINATION FOR GOOD REASON.

[1] The Executive may Terminate for Good Reason after a Change in Control by delivering to the Corporation a Notice of Termination for Good Reason (other than Good Reason as defined in Section 2.12[8]) specifying the Date of Termination (which may not be earlier than the date the Notice of Termination is given) and the basis upon which the Executive believes that Good Reason has arisen.

[2] If [a] the Date of Termination specified in the Notice of Termination is within the period beginning six months before the beginning of an Effective Period and ending on the last day of the same Effective Period and [b] within 30 days after the Date of Termination, the Employer does not cure the Good Reason event described in the Notice of Termination, [c] the Corporation will pay (or cause the Employer to pay) to the Executive the amount described in Section 5.00. After those amounts have been paid, this Agreement will terminate and no further amounts will be paid or due under this Agreement.

5.00 CHANGE IN CONTROL PAYMENTS

5.01 CALCULATION OF CHANGE IN CONTROL PAYMENTS. Subject to the terms of this Agreement, if the Executive is Terminated under Section 4.04, 4.05 or 4.06, the Corporation (or the Employer) will:

[1] Continue to pay the Executive's compensation and other benefits through the Date of Termination and also will pay the Executive the value of any unused vacation and compensation days determined under the Employer's personnel policy. These amounts will be paid no later than 30 days after the Executive's Date of Termination and will be based on the rate of compensation and value of benefits in effect before the Notice of Termination was delivered.

[2] Pay the Executive a lump sum equal to the amount described in this subsection. This payment will be accompanied by a Notice of Payment and, subject to Section 5.02, made no more than 30 days after the Executive's Date of Termination. The amount payable under this subsection will be the sum of:

[a] 299 percent of the Executive's "base amount" as defined under Code ss.280G [whether or not the Change in Control generating benefits under this Agreement is a "change in control" as defined under Code ss.280G]; plus

[b] An additional amount equal to:

[i] The cash bonus paid to the Executive by all Group Members averaged over the three full fiscal years ending before the Date of Termination (or, if shorter, over the full period of the Executive's employment by all Group Members); multiplied by

[ii] The number of days between the Executive's Date of Termination and the last day of the Corporation's last complete fiscal year ending before that Date of Termination; and divided by

[iii] 365 days.

[c] Any other change in control benefit to which the Executive is entitled under any other plan, program or agreement with any Group Member.

[3] For 36 months after the Executive's Date of Termination, the Corporation also will maintain (or cause the Employer to maintain) in full force and effect, for the Executive's continued benefit (and that of all family members and other dependents who were enrolled in the programs on the Executive's Date of Termination) all life, medical and dental insurance programs in which the Executive (or members of the Executive's family or other dependents) was participating or was covered immediately before the Executive's Date of Termination. If the terms of any of the programs just described do not allow the continued participation described in the preceding sentence, the Corporation (or the Employer) will [a] provide benefits that are substantially similar (including eligibility conditions, conditions on benefits, the value of benefits and the scope of coverage) to those provided by the life, medical and dental insurance programs in which the Executive, members of the Executive's family and dependents were participating immediately before the Executive's Date of Termination and
[b] ensure that any eligibility or other conditions on benefits under these programs, including deductibles and copayments, will be administered by applying the Executive's experience under any predecessor program in which the Executive (or members of the Executive's family and dependents) were participating before Termination.

5.02 EFFECT OF CODE SS.280G. If the sum of the amounts described in Section 5.01 and those promised under any other plan, program or agreement between the Executive and any Group Member constitute "excess parachute payments" as defined in Code ss.280G(b)(1), the Corporation (or the Employer) will either:

[1] Reimburse the Executive for the amount of any excise tax due under Code ss.4999, if this procedure provides the Executive with an after-tax amount that is larger than the after-tax amount produced under Section 5.02[2]; or

[2] Reduce the Executive's payments under this Agreement so that the Executive's total "parachute payment" as defined in Code ss.280G(b)(2)(A) under this and any all other agreements will be $1.00 less than the amount that would be an "excess parachute payment" if this procedure provides the Executive with an after-tax amount that is larger than the after-tax amount produced under Section 5.02[1].

[3] If Section 5.02[2] is to be applied, the Executive may designate the payments or type of payments that will be reduced (and the order in which that reduction will be applied) to ensure that the total amounts paid will not be an "excess parachute payment." This information must be returned, in writing, within 30 days of the date of the Notice of

Payment. If the Corporation does not receive written instructions within that 30-day period, all payments will be reduced prorata. All payments under this Agreement that are subject to Section 5.02[2] will be deferred for [a] 30 days after the Executive notifies the Corporation of the payments or types of payments to be reduced or [b] 30 days after the expiration of the period during which the Executive may notify the Corporation of the payments or types of payments to be reduced.

[4] If the Internal Revenue Service or any court of competent jurisdiction subsequently and conclusively decides that the Corporation has miscalculated the amount of any "excess parachute payment" and if that decision, had it been made initially:

[a] Would have resulted in a larger payment than initially calculated, the Corporation will reapply Section 5.02 based on the revised calculation to identify the Executive's revised parachute payment and immediately pay that additional amount to the Executive; but

[b] If, after that reapplication, the Executive is entitled to a smaller amount under this Agreement than initially calculated, the Executive will repay the amount of any overpayment to the Corporation within 30 days of the date of that decision, together with interest on that amount at the prime rate of interest quoted in the Wall Street Journal, as of the date of that final decision, calculated over the period beginning on the date the excess amount was paid and ending on the date the excess amount is repaid.

[5] The value of all amounts due under this Agreement will be established by the Corporation's independent auditors applying principles, assumptions and procedures consistent with Code ss.280G. These principles, assumptions and procedures will be explained to the Executive in the Notice of Payment.

5.03 CONDITIONS AFFECTING PAYMENTS.

[1] Except as expressly provided in this Agreement, the Executive's right to receive the payments described in this Agreement will not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any plan, agreement or arrangement between the Executive and any Group Member.

[2] The Executive is not required to mitigate the amount of any payment described in this Agreement by seeking other employment or otherwise, nor will the amount of any payment or benefit provided for in this Agreement be reduced by any compensation the Executive earns in any capacity after Termination or, except as provided in Section 4.04, by reason of the Executive's receipt of or right to receive any retirement or other benefits on or after Termination.

[3] The amount of any payment made under this Agreement will be reduced by amounts the Employer is required to withhold in payment (or in anticipation of payment) of any income, wage or employment taxes imposed on the payment.

5.04 LIMIT ON NUMBER OF CHANGES IN CONTROL. Regardless of any provision of this Agreement, if more than one Change in Control (whether or not related) occurs during the Term, the total amount payable under this Agreement will be the largest amount (after application of Section 5.02[1] or [2]) calculated with respect to any single change in control occurring during the Effective Period.

6.00 AMENDMENT AND TERMINATION

6.01 AMENDMENT. This Agreement may be amended at any time by written agreement between the Executive and the Corporation.

6.02 TERMINATION. This Agreement will terminate on the earliest of the following to occur:

[1] The Executive's employment with all Group Members is Terminated before a Change in Control;

[2] Before a Change in Control, the Executive is reassigned to a more junior position, unless the Corporation decides that the new position is sufficiently senior to justify continuation of this Agreement;

[3] The Corporation and the Executive mutually agree, in writing, to terminate this Agreement, whether or not it is replaced with a similar agreement;

[4] The Corporation notifies the Executive, in writing, that the Agreement is to terminate at the end of its then current Term. To be effective, however, this written notice [a] must be given no later than midnight of the February 28 preceding the end of the then current Term but [b] may never be effective [i] during an Effective Period or [ii] at any time after the Corporation learns that activities have begun that, if completed, would cause a Change in Control, although the notice may be given if those activities end without generating a Change in Control;

[5] All payments due under this Agreement have been fully paid; or

[6] As provided in Section 4.00.

7.00 EQUITABLE RELIEF/DISPUTE RESOLUTION

7.01 UNIQUENESS OF OBLIGATIONS. The Executive's obligations described in this Agreement are of a special and unique character which gives them a peculiar value to the Group and the Group cannot be reasonably or adequately compensated in damages in an action at law if Executive breaches those obligations. Executive therefore expressly agrees that, in addition to any other rights or remedies that the Corporation, the Employer or the Group may have, the Corporation, the Employer and the Group will be entitled to injunctive and other equitable relief in the form of preliminary and permanent injunctions without bond or other security if the Executive actually breaches (or threatens to breach) any obligation under this Agreement.

7.02 INITIAL RESOLUTION OF DISPUTES AFFECTING PAYMENT AMOUNT.

[1] The Executive may request the Corporation to recalculate the amount of payments due under this Agreement. That request must [a] be filed in writing no later than 30 days after the Executive receives the Notice of Payment and [b] specify the basis upon which the Executive believes that an additional amount is due. Any request for recalculation that does not comply with both requirements will be ineffective.

[2] Within 30 days of receiving a request that complies with Section 7.02[1], the Corporation will notify the Executive of any changes to its calculations and the effect of any changes on the amount payable to the Executive. If the Corporation does not deliver this information to the Executive within this 30-day period, the Executive may regard the request as having been denied.

[3] The Executive expressly waives any right to proceed under Section 7.03 to dispute the calculation of the amount payable under this Agreement unless and until the administrative remedies described in this Section 7.02 are fully exhausted.

7.03 ARBITRATION Any [a] disagreement concerning the calculation of any payment due under this Agreement that is not resolved after utilizing the procedures described in Section 7.02, [b] breach of any term of this Agreement or [c] other dispute or controversy arising out of or relating to this Agreement, including the basis on which the Executive is Terminated, will be resolved by arbitration in accordance with the rules of the American Arbitration Association. The award of the arbitrator will be final, conclusive and nonappealable and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator must be an arbitrator qualified to serve in accordance with the rules of the American Arbitration Association and one who is approved by the Corporation and the Executive. If the Executive and the Corporation fail to agree on an arbitrator, each must designate a person qualified to serve as an arbitrator in accordance with the rules of the American Arbitration Association and these persons will select the arbitrator from among those persons qualified to serve in accordance with the rules of the American Arbitration Association. Any arbitration relating to this Agreement will be held in the city in which the Executive's last principal place of employment with a Group Member before the Executive's Date of Termination is or was located or another place the Parties mutually select immediately before the arbitration.

7.04 COSTS. The Corporation will bear all reasonable costs associated with any dispute arising under this Agreement, including reasonable accounting and legal fees incurred by the Executive through any proceeding described in Section 7.02 or 7.03. However, no amounts will be paid under this subsection to the extent that those payments are "excess parachute payments."

7.05 PAYMENT DURING DISPUTE RESOLUTION PERIOD. If otherwise due, the Corporation may not defer (or cause the Employer to defer) payment of any amount that is not being contested under Section 7.02 or 7.03.

7.06 PAYMENT OF ADDITIONAL AMOUNTS. If the arbitrators decide, at the conclusion of the arbitration proceedings described in Section 7.03, that the Corporation has understated the amount due under this Agreement, the Corporation will pay the additional amount to the Executive within 30 days after the date of the award along with interest calculated at the prime rate quoted in the Wall Street Journal, for the period beginning on the Executive's Date of Termination and ending on the date of payment. However, no amounts will be paid under this subsection to the extent that those payments are "excess parachute payments."

8.00 MISCELLANEOUS

8.01 SECURITY. At any time during the Term, the Corporation may provide (or cause the Employer to provide) security for payment of the amounts and benefits described in Section 5.00. This security may include one or more of [1] a stand-by letter of credit issued by a reputable financial institution, [2] an irrevocable grantor trust (the "Trust") established on terms the Corporation believes to be appropriate, including a ruling from the Internal Revenue Service, (or opinion of counsel satisfactory to the Corporation), to the effect that any funds held by the Trust will be includible in the Executive's gross income only for the taxable year or years paid to the Executive under the terms of the Trust's related trust agreement or [3] any other form of security the Corporation believes is appropriate.

8.02 NONASSIGNMENT. The right of an Executive or any other person to receive any amount under this Agreement may not be assigned, transferred, pledged or encumbered except by will or by applicable laws of descent and distribution. Any attempt to assign, transfer, pledge or encumber any amount that is or may be receivable under this Agreement will be null and void and of no legal effect.

8.03 SUCCESSORS TO THE EXECUTIVE. Subject to Section 8.02, this Agreement inures to the benefit of and may be enforced by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8.04 TRANSFERS.

[1] If, either before or after a Change in Control, the Executive's common law employment relationship shifts within the Group and there has been no intervening Termination, this Agreement will remain in full force and effect and for all purposes of this Agreement, the Executive's new Employer will be substituted for the Executive's prior Employer.

[2] If the Employer is no longer a Group Member, whether or not as part of a transaction that constitutes a Change in Control, this Agreement will remain in full force and effect as described in Section 8.02. However, the Executive will not be entitled to any amount under this Agreement on account of a Change in Control that [a] solely affects the Group after that transfer and [b] is not part of the same transaction through which the Employer left the Group.

8.05 NOTICES. All notices and other communications provided for in this Agreement must be written and will be deemed to have been given when deposited with a reputable delivery service or in United States registered mail, return receipt requested, postage prepaid. Also,:

[1] All notices must be directed to the address shown on the last page of this Agreement;

[2] Notices and other communications to the Corporation and the Employer will not be deemed to have been given unless they are directed to the attention of the Corporation's Chief Executive Officer and copies are sent to the Corporation's Secretary.

[3] Neither Party will be required to use any address other than that shown on the last page of this Agreement unless notified of a change in the other Party's address. Any change in either Party's address must be given in writing to the other Party and will be effective only upon receipt.

8.06 COMPLETE AGREEMENT. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either Party that are not set forth expressly in this Agreement.

8.07 APPLICABLE LAW. The validity, interpretation, construction and performance of this Agreement will be governed by the laws (but not the law of conflicts of laws) of the State of Ohio.

8.08 VALIDITY. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, which will remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective as of the date and year first above written.

BOB EVANS FARMS, INC.

By:      /s/ Stewart Owens
     ------------------------------------

Title:   CEO
        ----------------------------------

ADDRESS:

EXECUTIVE'S NAME

         /s/ Donald J. Radkoski
-----------------------------------------

         Donald J. Radkoski
-----------------------------------------

ADDRESS:

SCHEDULE A
TO
EXHIBIT 10(b)

Agreements between Bob Evans Farms, Inc. and certain of the executive officers of Bob Evans Farms, Inc. substantially identical to Agreement, effective May 1, 2002, between Donald J. Radkoski and Bob Evans Farms, Inc.

Effective May 1, 2002, Bob Evans Farms, Inc. (the "Registrant") entered into Agreements with the executive officers of the Registrant identified below, which Agreements are substantially identical to the Agreement, effective May 1, 2002, between the Registrant and Donald J. Radkoski, Chief Financial Officer, Treasurer and Secretary of the Registrant, a copy of which is being included as Exhibit 10(b) to the Registrant's Annual Report on Form 10-K for the fiscal year ended April 26, 2002 (the "2002 Form 10-K").

In accordance with Rule 12b-31 promulgated under the Securities Exchange Act of 1934 and Item 601(b)(10)(iii) of Regulation S-K, the following table identifies those executive officers of the Registrant with whom the Registrant has entered into Agreements similar to that included as Exhibit 10(b) to the 2002 Form 10-K:

       NAME              CURRENT OFFICES HELD WITH THE REGISTRANT
--------------------- -------------------------------------------------

Larry C. Corbin       Executive Vice President - Restaurant Division
--------------------- -------------------------------------------------

Mary L. Cusick        Senior Vice President - Investor Relations and
                      Corporate Communications
--------------------- -------------------------------------------------

Tod P. Spornhauer     Vice President Finance and Assistant Secretary
--------------------- -------------------------------------------------

Roger D. Williams     Executive Vice President - Food Products Division
--------------------- -------------------------------------------------

June 20, 2001

Howard J. Berrey

Dear Howard:

This letter will confirm our agreement regarding the reduction of your work schedule to a part-time arrangement. We have agreed at your request that your schedule will be reduced to three (3) days per week. In conjunction with this reduced schedule, your annual salary and benefits will be reduced from their current levels as follows:

Salary:                   $145,360
Bonus:                    $52,289
Car allowance:            $5,580
Vacation:                 three (3) weeks

The salary by which your benefit will be calculated under both the Bob Evans Farms, Inc. Supplemental Employee Retirement Plan and paragraph 5(iv)(C) of your February 24, 1989 Change in Control Agreement will be deemed frozen based on the past five (5) years. You will continue to be eligible for stock options in accordance with the terms and conditions of the Bob Evans Farms, Inc. Stock Option and Incentive Plan to the same extent as other officers up to grade level MO6. The Company will continue to provide you with a $50,000 life insurance policy at no cost to you, and your eligibility to participate in the Company's
401(k), health insurance, and other benefit programs also will continue without change according to the terms and conditions of those plans.

You will retain your title as Group Vice President. However, you will no longer be a member of the Executive Committee. These terms will become effective July 1, 2001. We have agreed that one year from now we will review the arrangement and consider whether it remains appropriate.

I am pleased that we were able to reach this agreement and look forward to continuing our working relationship. Please return a signed copy of this letter to me on or before June 22, 2001 to reflect your understanding of and consent to this arrangement.

Sincerely,

             /s/ Larry Corbin

             Larry C. Corbin
             Executive Vice President, Restaurant Operations




Agreed:  /s/ Howard J. Berrey
         --------------------
           Howard Berrey

BOB EVANS FARMS, INC.
FIRST AMENDED AND RESTATED
1992
NONQUALIFIED STOCK OPTION PLAN
(REFLECTS AMENDMENTS THROUGH MAY 1, 2002)

                                                                                                                PAGE

PREAMBLE..........................................................................................................1

ARTICLE I             DEFINITIONS AND USAGE.......................................................................1
    Section 1.1       Definitions.................................................................................1
    Section 1.2       Usage.......................................................................................3

ARTICLE II            ADMINISTRATION..............................................................................3
    Section 2.1       General.....................................................................................3
    Section 2.2       Authority of the Committee..................................................................3
    Section 2.3       Board Review of Committee Actions...........................................................4

ARTICLE III           STOCK AVAILABLE UNDER THE PLAN..............................................................4
    Section 3.1       Common Shares Available.....................................................................4
    Section 3.2       Adjustment in Shares........................................................................4

ARTICLE IV            ELIGIBILITY.................................................................................5

ARTICLE V             STOCK OPTIONS...............................................................................5
    Section 5.1       Grant of Stock Option.......................................................................5
    Section 5.2       Conditions of Stock Options.................................................................5
    Section 5.3       Option Price and Term.......................................................................5
    Section 5.4       Exercise of Stock Options...................................................................6
    Section 5.5       Non-transferability of Options..............................................................6
    Section 5.6       Exercisability Upon Death...................................................................6
    Section 5.7       Exercisabilitv Upon Other Separation From Employment........................................7

ARTICLE VI            EVENTS OCCURRING AFTER GRANT OF STOCK OPTIONS...............................................7

ARTICLE VII           AMENDMENT AND TERMINATION...................................................................8
    Section 7.1       Amendment and Termination of Plan...........................................................8
    Section 7.2       Term of Plan................................................................................8

ARTICLE VIII          GENERAL PROVISIONS..........................................................................8
    Section 8.1       Stock Transfer Restrictions.................................................................8
    Section 8.2       No Guarantee of Employment..................................................................8
    Section 8.3       Income Tax Payment..........................................................................9
    Section 8.4       Governing Law...............................................................................9
    Section 8.5       Limitation of Payment.......................................................................9
    Section 8.6       Proceeds and Expenses.......................................................................9
    Section 8.7       Severability................................................................................9

ARTICLE IX            INDEMNIFICATION.............................................................................9

ARTICLE X             EFFECTIVE DATE OF PLAN.....................................................................10

BOB EVANS FARMS, INC.
FIRST AMENDED AND RESTATED
1992
NONQUALIFIED STOCK OPTION PLAN
(REFLECTS AMENDMENTS THROUGH MAY 1, 2002)

PREAMBLE

WHEREAS, Bob Evans Farms, Inc. (the "Company") has adopted the Bob Evans Farms, Inc. Supplemental Executive Retirement Plan (now known as the Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental Executive Retirement Plan) (the "SERP");

WHEREAS, on April 17, 1992, the Company adopted the Bob Evans Farms, Inc. Nonqualified Stock Option Plan as a means to pay benefits earned under the SERP; and

WHEREAS, the Company intended the Plan to be operated in a manner consistent with the provisions of the SERP without affecting the unfunded status of the SERP;

WHEREAS, the Company desires to amend and restate the Plan;

NOW, THEREFORE, the Company hereby amends and restates the Plan by adoption of the Bob Evans Farms, Inc. First Amended and Restated 1992 Nonqualified Stock Option Plan as hereinafter provided:

ARTICLE I
DEFINITIONS AND USAGE

Section 1.1 DEFINITIONS. Wherever used in the Plan, the following words and phrases shall have the meaning set forth below unless the context plainly requires a different meaning:

"BOARD" means the Board of Directors of the Company.

"COMMITTEE" means the committee of the Board appointed by the Board in accordance with Section 2.1 of this Plan.

"COMMON SHARE" means a share of common stock, par value $0.01 per share, of the Company.

"COMPANY" means Bob Evans Farms, Inc., a corporation organized under the laws of the State of Delaware, or any successor organization.

"DISINTERESTED DIRECTOR" shall mean a nonemployee director within the meaning set forth in Rule 16b-3(b)(3) as promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, or any successor definition adopted by the Securities and Exchange Commission.

"FAIR MARKET VALUE" means as of any day (a) the last reported closing price for a Common Share on the NASDAQ National Market System or on any securities exchange on which the Common Shares may be listed for the day as of which such determination is being made or, if there was no sale of Common Shares so reported for such day, on the most recently preceding day on which there was such a sale or (b) if the Common Shares are not listed or admitted to trading on the NASDAQ National Market System or on any securities exchange on the day as of which the determination is being made, the amount determined by the Committee to be the fair market value of a Common Share on such day.

"OPTIONEE" means a Participant or any other person who may exercise a Stock Option pursuant to the terms of this Plan.

"OPTION PRICE" means the price at which a Common Share may be purchased upon exercise of a Stock Option.

"PARTICIPANT" means an employee to whom a Stock Option is granted pursuant to this Plan.

"PLAN" means the Bob Evans Farms, Inc. Nonqualified Stock Option Plan as amended and restated in the form of the Bob Evans Farms, Inc. First Amended and Restated 1992 Nonqualified Stock Option Plan and as it may be amended from time to time.

"RETIREMENT" means separation from employment with the Company and each of its wholly-owned subsidiaries on or after the date the person both has attained age fifty-five (55) and is credited with at least ten (10) years of service (as determined under the SERP).

"SERP" means the Bob Evans Farms, Inc. Supplemental Executive Retirement Plan, now known as the Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental Executive Retirement Plan and as it may be amended from time to time.

"STOCK OPTION" means any option to purchase Common Shares that is granted pursuant to this Plan.

"TERMINATION DATE" means the date that is five (5) years after the earlier of: (a) the date the Participant attains age sixty-five (65); or (b) the date the Participant dies.

"WAITING PERIOD" means the period that begins on the date of a Stock Option grant, and ends on the earlier of the date as of which a Participant attains age fifty-five (55) and is credited with at least ten (10) years of service (as determined under the SERP) while employed by the Company or any of its wholly-owned subsidiaries, or the date the Participant attains age sixty-two (62) while employed by the Company or any of its wholly-owned subsidiaries; provided, however, that

no Waiting Period shall end prior to the date which is six months following the date of such grant.

Section 1.2 USAGE. Except where otherwise indicated by the context, any masculine terminology used herein also shall include the feminine and vice versa, and the definition of any term herein in the singular shall also include the plural and vice versa.

ARTICLE II
ADMINISTRATION

Section 2.1 GENERAL. The Plan shall be administered by the Committee, which shall be comprised of not less than three (3) Disinterested Directors appointed by the Board. Members of the Board who qualify as Disinterested Directors shall perform the functions of the Committee if at any time the Board has not appointed members to comprise the Committee. The term of any member of the Committee shall be determined by the Board, and any member of the Committee may be removed for any reason by action of the Board.

Section 2.2 AUTHORITY OF THE COMMITTEE. The Committee shall have the authority to:

(a) Determine, pursuant to the terms of the SERP, the number of Common Shares to be covered by a Stock Option;

(b) Determine the terms and conditions, not inconsistent with the terms of this Plan, of any Stock Option granted hereunder, including, but not limited to, the Fair Market Value of a Common Share for purposes of determining the Option Price, any restriction or limitation or any vesting acceleration or forfeiture waiver regarding any Stock Option and/or the Common Shares relating thereto, based on such factors as the Committee shall determine in its sole discretion;

(c) Grant Stock Options in accordance with the terms of this Plan;

(d) Adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall from time to time deem advisable;

(e) Amend the terms of any Stock Option theretofore granted, prospectively or retroactively; provided, however, that no such amendment shall be inconsistent with the provisions of Article III of this Plan, and no such amendment shall impair the rights of the Optionee without the consent of the Optionee;

(f) Interpret the terms and provisions of this Plan and any Stock Option issued under this Plan (and any agreements relating thereto); and

(g) Otherwise supervise the administration of this Plan.

The Committee may make any decision or take any action under this Plan only by a meeting of a majority of the Committee members or by written action without a meeting signed by all members of the Committee.

Section 2.3 BOARD REVIEW OF COMMITTEE ACTIONS. Any decision made or action taken by the Committee pursuant to the provisions of this Plan may be reviewed and approved or disapproved by the Board. Notwithstanding the preceding sentence, any decision or action by the Committee with respect to the timing of a Stock Option grant, the Option Price for Common Shares under a Stock Option, and the number of Common Shares covered by a Stock Option, shall be made solely by the Committee.

ARTICLE III
STOCK AVAILABLE UNDER THE PLAN

Section 3.1 COMMON SHARES AVAILABLE. The total number of Common Shares for which Stock Options may be granted under this Plan shall be six hundred fifty thousand (650,000), subject to any adjustment as set forth in Section 3.2. The Common Shares for which Stock Options may be granted under this Plan may consist, in whole or in part, of authorized but unissued shares or treasury shares. My Common Shares that cease to be subject to a Stock Option in accordance with Section 5.3 or 5.7 shall become available in connection with further Stock Options granted under this Plan, unless this Plan is or has been terminated at the time of such cessation.

Section 3.2 ADJUSTMENT IN SHARES. In the event of:

(a) a merger or consolidation of the Company with another corporation as a result of which the Company is not the surviving corporation;

(b) a transfer of all or substantially all of the assets of the Company to another corporation;

(c) a recapitalization, reorganization or restructuring of the Company; or

(d) a stock dividend payment, or a combination, split-up, or reclassification of, or substitution of other securities for, outstanding Common Shares,

The Committee in its sole discretion may take such action: (i) to provide that Participants to whom Stock Options were granted prior to the applicable event have rights in a proportionate number of Common Shares after the event as were covered by such outstanding Stock Options immediately prior to such event; (ii) to substitute property or other securities for Common Shares covered by any outstanding Stock Options at the time of the applicable event, or (iii) to adjust the aggregate number of Common Shares available under this Plan.

Any adjustment pursuant to this Section 3.2 in the number of Common Shares available under this Plan or in the number of Common Shares covered by existing Stock Options (both on an individual Stock Option basis and in the aggregate) shall be a whole number, and any fraction that may otherwise result as a result of the operation of this Section 3.3 shall be rounded to the nearest whole number.

ARTICLE IV
ELIGIBILITY

Officers and other key executives of the Company or any of its wholly-owned subsidiaries who participate in the SERP are eligible to be granted Stock Options under this Plan.

ARTICLE V
STOCK OPTIONS

Section 5.1 GRANT OF STOCK OPTION. The Committee, in its discretion, may grant Stock Options during any year as necessary to provide benefits earned under the SERP.

Section 5.2 CONDITIONS OF STOCK OPTIONS. Each Stock Option granted under this Plan shall be subject to the terms and conditions set forth in this Article V. Each Stock Option granted under this Plan shall be evidenced by an Option Agreement setting forth:

(a) the effective date of the Stock Option grant;

(b) the number of Common Shares covered by the Stock Option;

(c) the period during which the Stock Option may be exercised;

(d) the Option Price; and

(e) any additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem appropriate.

Each Option Agreement shall be executed by the Company and the Participant.

Section 5.3 OPTION PRICE AND TERM. The Option Price for a Common Share that may be purchased pursuant to the exercise of a Stock Option shall be not less than fifty percent (50%) of the Fair Market Value of a Common Share at the time of grant. The period during which a Stock Option may be exercised shall commence on the day after the Waiting Period has expired and shall end on the Termination Date (unless otherwise provided in Section 5.6, 5.7 or Article VI). Any Stock Option that has not been exercised (in whole or in part) as of the last day of the period during which such Stock Option may be exercised shall be forfeited.

Section 5.4 EXERCISE OF STOCK OPTIONS.

(a) EFFECTIVE EXERCISE OF OPTION. An Optionee may exercise a Stock Option in whole or in part at any time and from time to time during the period within which a Stock Option may be exercised. To exercise a Stock Option, an Optionee shall:

(i) give written notice of exercise to the secretary of the Company specifying the number of Common Shares to be purchased;

(ii) provide payment of the Option Price for such Common Shares by cash or check payable to the order of the Company, or by Common Shares (properly endorsed for transfer in negotiable form), or a combination of Common Shares and cash or check; and

(iii) deliver the Option Agreement relating to the Stock Option to the secretary of the Company, who shall endorse a notation of the exercise on the Option Agreement and return it to the Optionee.

An Optionee shall be treated for all purposes as the owner of record of the number of Common Shares purchased pursuant to the exercise of the Stock Option (in whole or in part) as of the date the conditions set forth in preceding sentence are satisfied. Notwithstanding the foregoing, no exercise of a Stock Option shall be effective until the Common Shares subject to this Plan have been registered or qualified for sale under appropriate federal and state securities laws, and this Plan is approved by the holders of Company stock having a majority of the voting power of all stock represented at a meeting duly held in accordance with Delaware law within twelve (12) months after this Plan is adopted by the Board.

(b) DISTRIBUTION UPON EXERCISE. Upon the effective exercise of a Stock Option (in whole or in part) in accordance with Subsection (a), the Committee shall deliver to the Optionee the number of Common Shares for which the Stock Option is exercised.

Section 5.5 NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be transferable by a Participant to whom such Stock Option has been granted, other than by will or the laws of descent and distribution or pursuant (but only to the extent applicable) to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended, and such Stock Option shall be settled only with respect to such Participant, or if applicable, his guardian, legal representative or beneficiary.

Section 5.6 EXERCISABILITY UPON DEATH. The legal representative of the estate of, or the legatee of, a Participant who dies while employed by the Company or any of its wholly-owned subsidiaries, may exercise any Stock Options granted to such Participant that have not been exercised by the Participant prior to his death. For purposes of this Section, the Waiting Period for any Stock Options that have not been exercised upon the death of the Participant shall be deemed to have ended as of the date of such death. The exercise of such Stock Options shall be

subject to the terms of this Plan, including the period within which such Stock Options may be exercised (as modified by the preceding sentence) and the conditions that must be satisfied to effectively exercise such Stock Options.

Section 5.7 EXERCISABILITV UPON OTHER SEPARATION FROM EMPLOYMENT. A Stock Option shall cease to be exercisable and shall be forfeited upon a Participant's separation from employment with the Company or any of its wholly-owned subsidiaries for any reason other than death or Retirement, unless the Committee in its sole discretion determines that the Participant shall be permitted to exercise such Stock Option (in whole or in part) upon such terms and conditions determined at the time of such separation.

ARTICLE VI
EVENTS OCCURRING AFTER GRANT OF STOCK OPTIONS

If, prior to the exercise of any outstanding Stock Options,

(a) With respect to a Participant who is a party to a change in control agreement and to which the Company also is a party ("Change Agreement"), a "change in control' occurs as defined in (and subject to the terms of) that Participant's Change Agreement; or

(b) With respect to all Participants, there occurs approval by the Company's stockholders of a definitive agreement (i) to merge or consolidate the Company with or into another corporation in which the Company is not the continuing or surviving corporation or pursuant to which any Common Shares would be converted into cash, securities or other property of another corporation, other than a merger of the Company in which holders of Common Shares immediately before the merger have the same proportionate ownership of shares of the surviving corporation immediately after the merger as immediately before or (ii) within a 12-consecutive calendar month period, to sell or otherwise dispose of 50 percent or more of the book value of the combined assets of the Company and all "related entities" (for purposes of this definition, (i) "book value" will be established on the basis of the latest consolidated financial statement the Company filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began and (ii) "related entity" means (A) an entity related to the Company by application of Internal Revenue Code of 1986, as amended ("Code") Sections 414(b) and (c), as modified by Code Section 415(h) or (B) an affiliated service group [as defined in Code
Section 414(m)] or other organization described in Code
Section 414(o) that includes the Company),

and (i) as to the Participants described in both Article VI(a) and (b) if, within 36 months after the occurrence of an event described in Article VI(b), the Plan is terminated and not replaced with a similar program providing comparable benefits and features or (ii) as to the Participant's described in Article VI(a) only, an event occurs that generates a change in control payment under that Participant's Change Agreement, (iii) the Committee or Company shall provide written

notice of such event to the Optionees of such Stock Options as soon as practicable thereafter, the Waiting Period for such Stock Options shall cease as of the date of such occurrence, and the Optionee with respect to such Stock Options may exercise such Stock Options within three (3) months following the date of such occurrence. The provisions of this Plan (without regard to this Article VI) shall apply to any Stock Option that was not exercised (in whole or in part) during such three-month period.

ARTICLE VII
AMENDMENT AND TERMINATION

Section 7.1 AMENDMENT AND TERMINATION OF PLAN. Subject to this Article VII, the Committee with the approval of the Board may amend, modify or terminate this Plan at any time and from time to time. No amendment, modification or termination of this Plan shall be effective prior to the written consent of each Optionee whose rights under a Stock Option granted prior to the effective date of such proposed action would be impaired as a result of such proposed action. No amendment or modification of this Plan shall be effective prior to the approval of the stockholders of the Company if such amendment or modification would (a) except as provided in this Plan, increase the total number of shares reserved for the purpose of this Plan; (b) change the class of employees eligible to participate in this Plan; or (c) require stockholder approval to the extent necessary to maintain the status of this Plan as a plan satisfying the requirements of Rule 16b-3 of the Securities and Exchange Commission.

Section 7.2 TERM OF PLAN. This Plan shall terminate upon the earlier of the date on which all Common Shares available under this Plan have been issued pursuant to the exercise of Stock Options, or the termination of this Plan by the Committee subject to the approval of the Board. No Stock Options may be granted after the effective date of termination of this Plan. Any outstanding Stock Options as of the effective date of termination of this Plan shall remain in full force and effect, subject to the terms of this Plan as of such date.

ARTICLE VIII
GENERAL PROVISIONS

Section 8.1 STOCK TRANSFER RESTRICTIONS. All certificates for Common Shares or other securities delivered under this Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Shares are then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

Section 8.2 NO GUARANTEE OF EMPLOYMENT. Nothing contained in this Plan shall be construed as a contract of employment or deemed to give any Participant the right to be retained in the employ of the Company or any of its wholly-owned subsidiaries. No Participant shall have a security interest in assets of the Company or any of its wholly-owned subsidiaries used to pay benefits under this Plan.

Section 8.3 INCOME TAX PAYMENT. An individual who receives Common Shares pursuant to this Plan shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such Common Shares. The individual shall make such payment or arrangement no later than the date as of which he is scheduled to receive such Common Shares. The obligations of the Company under this Plan shall be conditioned on such payment or arrangement and the Company, to the extent permitted by law, shall have the right to deduct any such taxes from any distribution of any kind otherwise due to the individual. Unless otherwise determined by the Committee, any withholding obligation of the Company on amounts received under this Plan may be settled with Common Shares that are part of the distribution that gives rise to the withholding requirement.

Section 8.4 GOVERNING LAW. This Plan and any grant made and any action taken hereunder shall be subject to and construed in accordance with the laws of the State of Ohio to the extent not preempted by federal law.

Section 8.5 LIMITATION OF PAYMENT. Notwithstanding any provision of this Plan to the contrary and subject to the terms of any change in control agreement between the Participant and the Company, no Common Shares shall be distributed under this Plan which, when aggregated with other payments made to the Participant, would result in an excess parachute payment for which the Company would not receive a Federal income tax deduction by reason of Section 280G of the Internal Revenue Code of 1986, as amended.

Section 8.6 PROCEEDS AND EXPENSES. The proceeds received by the Company from the sale of Common Shares pursuant to the exercise of Stock Options shall be used for general corporate purposes. The Company shall bear any expenses associated with the administration of this Plan.

Section 8.7 SEVERABILITY. If any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Plan, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 8.8 RELATIONSHIP TO SERP If any provision of this Plan conflicts with any provision of the SERP, the terms of the SERP will be applied.

ARTICLE IX
INDEMNIFICATION

The Company shall indemnify and hold harmless each member of the Board and each member of the Committee duly appointed in accordance with Section 2, from and against any and all liabilities, costs, and expenses incurred by such person as a result of any act, or omission to act, in connection with the performance of such person's duties, responsibilities and obligations under this Plan, other than such liabilities, costs and expenses as may result from the willful conduct or criminal acts of such person.

ARTICLE X
EFFECTIVE DATE OF PLAN

This amendment and restatement is effective with respect to all Stock Options issued on and after May 1, 2002.

The undersigned, pursuant to the approval of the Board on May 7, 2002, does herewith execute this Bob Evans Farms, Inc. First Amended and Restated 1992 Nonqualified Stock Option Plan.

/s/ Stewart Owens
-----------------------------------------
Stewart K. Owens
Chairman and C.E.O.

BOB EVANS FARMS, INC.
FIRST AMENDED AND RESTATED
1993
LONG TERM INCENTIVE PLAN FOR MANAGERS
(REFLECTS AMENDMENTS THROUGH MAY 1, 2002)

BOB EVANS FARMS, INC.
FIRST AMENDED AND RESTATED
1993
LONG TERM INCENTIVE PLAN FOR MANAGERS
(REFLECTS AMENDMENTS THROUGH MAY 1, 2002)

Table of Contents

                                                                                                               PAGE
                                                                                                               ----

ARTICLE I - GENERAL..............................................................................................1

   Section 1.1  Effective Date...................................................................................1
   Section 1.2  Intent...........................................................................................1

ARTICLE II - DEFINITIONS AND USAGE...............................................................................1

   Section 2.1  Definitions......................................................................................1
   Section 2.2  Usage............................................................................................3

ARTICLE III - STOCK AVAILABLE UNDER THE PLAN.....................................................................3

   Section 3.1  Common Shares Available..........................................................................3
   Section 3.2  Adjustment in Shares.............................................................................4

ARTICLE IV - ELIGIBILITY AND PARTICIPATION.......................................................................4

   Section 4.1  Eligibility......................................................................................4
   Section 4.2
   Section 4.3  SERP Eligibility.................................................................................4

ARTICLE V - PERFORMANCE AWARDS...................................................................................5

   Section 5.1  Performance Awards...............................................................................5
   Section 5.2  Vesting and Payment of Restricted Shares.........................................................6

ARTICLE VI - EVENTS OCCURRING PRIOR TO VESTING OF RESTRICTED SHARES..............................................7


ARTICLE VII - ADMINISTRATION.....................................................................................8

   Section 7.1  General..........................................................................................8
   Section 7.2  Administrative Rules.............................................................................8
   Section 7.3  Duties...........................................................................................8
   Section 7.4  Fees.............................................................................................9

ARTICLE VIII - MISCELLANEOUS PROVISIONS..........................................................................9

   Section 8.1  Amendment and Termination of Plan................................................................9
   Section 8.2  No Assignment....................................................................................9
   Section 8.3  Successors and Assigns...........................................................................9
   Section 8.4  Governing Law....................................................................................9
   Section 8.5  No Guarantee of Employment.......................................................................9
   Section 8.6  Income Tax Payment...............................................................................9
   Section 8.7  Beneficiary Designation Procedure................................................................10
   Section 8.8  Severability.....................................................................................10
   Section 8.9  Notification of Addresses........................................................................10

   Section 8.10 Bonding..........................................................................................10
   Section 8.11 Stock Transfer Restrictions......................................................................10

ARTICLE IX - FUNDING.............................................................................................10


ARTICLE X - INDEMNIFICATION......................................................................................11

BOB EVANS FARMS, INC.
FIRST AMENDED AND RESTATED
1993
LONG TERM INCENTIVE PLAN FOR MANAGERS
(REFLECTS AMENDMENTS THROUGH MAY 1, 2002)

PREAMBLE

WHEREAS, Bob Evans Farms, Inc. (the "Company") provides annual cash incentive awards to mid-level managers based on attaining individual, business group and corporate financial goals and results; and

WHEREAS, effective May 1, 1993, the Company established the Bob Evans Farms, Inc. Long Term Incentive Plan for Managers to provide mid-level managers additional incentive compensation, in the form of equity ownership, based on attaining growth in net income of the Company; and

WHEREAS, the Company desires to amend and restate the Plan;

NOW, THEREFORE, the Company hereby amends and restated the Plan by adoption of the Bob Evans Farms, Inc. First Amended and Restated 1993 Long Term Incentive Plan for Managers as hereinafter provided:

ARTICLE I
GENERAL

SECTION 1.1 Effective Date. The Plan was initially effective as of May 1, 1993 and is amended and restated effective May 1, 2002. The rights, if any, of any person whose status as an employee of the Employer has terminated shall be determined pursuant to this Plan as in effect on the date such employee terminated, unless a subsequently adopted provision of this Plan is made specifically applicable to such person.

SECTION 1.2 Intent. The Plan is intended to be an unfunded plan for the purpose of providing incentive compensation to mid-level managers and is not intended to be an "employee welfare benefit plan" or an "employee pension benefit plan" as those terms are defined in Section 3 of ERISA.

ARTICLE II
DEFINITIONS AND USAGE

SECTION 2.1 Definitions. Wherever used in this Plan, the following words and phrases shall have the meaning set forth below unless the context

plainly requires a different meaning:

"Account" means the account established under this Plan to which Restricted Shares shall be credited on behalf of a Participant, as described in Section 5.1.

"Actual Performance Level" means the amount by which Net Income for the applicable Fiscal Year exceeds Net Income for the immediately preceding Fiscal Year.

"Board" means the Board of Directors of the Company.

"Committee" means the Compensation Committee of the Board.

"Common Share" means a share of common stock, par value $0.01 per share, of the Company.

"Company" means Bob Evans Farms, Inc., a corporation organized under the laws of the State of Delaware, and any successor thereto.

"Compensation" means the total cash wages or salary, including any cash bonuses (but not cash prizes or contest awards), paid to a Participant by the Employer for a Fiscal Year.

"Disability" means a physical or mental condition of a Participant resulting from a bodily injury, disease, or mental disorder which renders him incapable of continuing in the employment of the Employer. Such Disability shall be determined by the Committee based upon appropriate medical advice and examination, and taking into account the ability of the Participant to continue in his same, or similar, position with the Employer.

"Employer" means Bob Evans Farms, Inc. or any of its wholly-owned subsidiaries that adopt the Plan with its consent.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Fair Market Value" means as of any day (a) the last reported closing price for a Common Share on the NASDAQ National Market System or on any securities exchange on which the Common Shares may be listed for the day as of which such determination is being made or, if there was no sale of Common Shares so reported for such day, on the most recently preceding day on which there was such a sale or (b) if the Common Shares are not listed or admitted to trading on the NASDAQ National Market System or on any securities exchange on the day as of which the determination is being made, the amount determined by the Committee to be the fair market value of a Common Share on such day.

"Fiscal Year" means the 52/53 week year ending on the last Friday in April of each year.

"Net Income" means Company consolidated net income before extraordinary items.

"Participant" means an eligible employee who is participating in this Plan in accordance with Section 4.2 or Section 4.3.

"Performance Award" means the amount payable to a Participant for a Fiscal Year determined in accordance with Section 5.1.

"Plan" means the Bob Evans Farms, Inc. Long Term Incentive Plan for Managers, as amended and restated in the form of the Bob Evans Farms, Inc. First Amended and Restated 1993 Long Term Incentive Plan for Managers and as it may be amended from time to time.

"Restricted Share" means a Common Share that cannot be sold, transferred, pledged, assigned or otherwise encumbered for the period beginning on the date such share is awarded pursuant to the Plan and ending on the date as of which the Participant on whose behalf such share was awarded satisfies the vesting requirements under Section 5.2(a) and such share is delivered to such Participant pursuant to
Section 5.2(a).

"Termination for Cause" means the termination of a Participant's employment due to any act which, in the Committee's discretion, is deemed to be inimical to the best interests of the Company (or any Employer), including, but not limited to: (i) serious, willful misconduct in respect of his duties for the Employer, (ii) conviction of a felony or perpetration of a common law fraud, (iii) willful failure to comply with applicable laws with respect to the execution of the Employer's business operations, (iv) theft, fraud, embezzlement, dishonesty or other conduct which has resulted or is likely to result in material economic damage to the Company, any Employer, or any of their affiliates or subsidiaries, or (v) failure to comply with requirements of the Employer's drug and alcohol abuse policies, if any.

"Threshold Performance Level" means the targeted percentage, established by the Committee pursuant to Section 5.1(b), by which Net Income for the applicable Fiscal Year is to exceed Net Income for the immediately preceding Fiscal Year for purposes of computing any Performance Award for such applicable Fiscal Year under Section 5.1(c).

SECTION 2.2 Usage. Except where otherwise indicated by the context, any masculine terminology used herein also shall include the feminine and vice versa, and the definition of any term herein in the singular shall also include the plural and vice versa.

ARTICLE III
STOCK AVAILABLE UNDER THE PLAN

SECTION 3.1 Common Shares Available. The total number of Common Shares payable pursuant to Performance Awards made under this Plan shall be five hundred thousand (500,000), subject to any adjustment as set forth in Section 3.2. The Common Shares payable pursuant to Performance Awards made under this Plan may consist, in whole or in part, of authorized but

unissued shares or treasury shares. Any Restricted Shares that are forfeited in accordance with Section 5.2(a) shall again be available as Common Shares payable pursuant to Performance Awards made under this Plan.

SECTION 3.2 Adjustment in Shares. In the event of:

(a) a merger or consolidation of the Company with another corporation as a result of which the Company is not the surviving corporation;

(b) a transfer of all or substantially all of the assets of the Company to another corporation;

(c) a recapitalization, reorganization or restructuring of the Company; or

(d) a stock dividend payment, or a combination, split-up, or reclassification of, or substitution of other securities for, outstanding Common Shares,

the Committee in its sole discretion may take such action: (i) to provide that Participants on whose behalf Restricted Shares are maintained prior to the applicable event have rights in a proportionate number of Common Shares after the event as existed as Common Shares immediately prior to such event; (ii) to substitute property or other securities for Restricted Shares, or (iii) to adjust the aggregate number of Common Shares available under this Plan.

Any adjustment pursuant to this Section 3.2 in the number of Common Shares available under this Plan shall be a whole number, and any fraction that may otherwise result as a result of the operation of this Section 3.2 shall be rounded to the nearest whole number.

ARTICLE IV
ELIGIBILITY AND PARTICIPATION

SECTION 4.1 Eligibility. An individual employed by the Employer as a "restaurant general manager," "area director" or "corporate manager," as those positions are defined by the Company, shall be eligible to participate in this Plan after three (3) years of service with the Employer in a managerial position.

SECTION 4.2 Participation. An employee who is eligible to participate in this Plan pursuant to Section 4.1 shall become a Participant on the first day of the month coincident with or immediately following the date on which the employee completes three (3) years of service with the Employer in a managerial position, and shall cease as of the earlier of: (i) the date the employee is transferred to a position with the Employer other than a position described in Section 4.1, or (ii) the date the employee separates from employment with the Employer.

SECTION 4.3 SERP Eligibility. An employee who ceases to participate in this Plan pursuant to Section 4.2 and is thereafter eligible to participate in the Bob Evans Farms, Inc. Supplemental

Executive Retirement Plan, as most recently amended and restated in the form of the Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental Executive Retirement Plan, and as it may subsequently be amended (the "SERP") shall receive credit for purposes of Section 5.2(a) for each year of service in which he is employed by the Employer and eligible to participate in the SERP.

ARTICLE V
PERFORMANCE AWARDS

SECTION 5.1 Performance Awards.

(a) General. Each Participant shall receive or shall have his Account credited with a Performance Award with respect to a Fiscal Year in which the Actual Performance Level exceeds the Threshold Performance Level. The Performance Award a Participant shall receive, or with which his Account is credited, shall be determined under Subsection (c), below.

(b) Establishment of Threshold Performance Level. Except as otherwise provided in this Subsection (b), the Committee shall establish a Threshold Performance Level for each Fiscal Year. A Threshold Performance Level for a Fiscal Year shall be established no later than forty-five (45) days after the first day of such Fiscal Year; provided, however, that the Threshold Performance Level for the Fiscal Year commencing May 1, 1993 shall be established by the Committee within a reasonable period of time after this Plan is adopted by the Board. In the event the Committee fails to establish a Threshold Performance Level for a Fiscal Year, the Plan shall be deemed suspended for such Fiscal Year and no Performance Award shall be payable to any Participant with respect to such Fiscal Year.

(c) Determination of Performance Award.

If the Actual Performance Level does not exceed the Threshold Performance Level for a Fiscal Year, no Performance Awards shall be payable for such Fiscal Year.

For a Fiscal Year in which the Actual Performance Level exceeds the Threshold Performance Level, each Participant shall receive, or shall have his Account credited with, a Performance Award equal to a percentage of his Compensation, not in excess of eight percent (8%),

determined as follows:

"A" multiplied by "B",

divided by "C", where

"A" is the difference, in terms of dollars of Net Income, between the Actual Performance Level and the Threshold Performance Level;

"B" is forty percent (40%); and

"C" is the aggregate of all Compensation for the Fiscal Year.

An employee who ceases to participate in this Plan during a Fiscal Year pursuant to Section 4.2 (other than on account of death, Disability or retirement) shall not be entitled to any Performance Award for such Fiscal Year. Notwithstanding the foregoing, a Participant who separates from employment with the Employer during a Fiscal Year which the Committee determines to be a Termination for Cause shall not be entitled to any Performance Award for such Fiscal Year.

(d) Payment of Performance Award. The dollar amount represented by the percentage of each Participant's Compensation determined under Subsection (c), above, shall be converted to Common Shares on behalf of such Participant. Such conversion shall be based on the Fair Market Value of a Common Share as of the close of business on the last day of the applicable Fiscal Year, with any resulting fractional share rounded to the nearest whole share. The Common Shares shall be credited to the Participant's Account as Restricted Shares no later than sixty (60) days after the end of the applicable Fiscal Year, if such Participant is not vested in such shares on such date. The Common Shares shall be delivered to the Participant no later than sixty (60) days after the end of the applicable Fiscal Year, if such Participant is vested in such shares on such date. A Participant shall be vested in shares, and shall receive any Restricted Shares credited to his Account, as determined under Section 5.2, below.

SECTION 5.2 Vesting and Payment of Restricted Shares.

(a) General. A Participant shall have a nonforfeitable interest in all Restricted Shares credited to his Account on the earlier of the date he:

(i) completes fifteen (15) years of service in one or more of the positions set forth in Section 4.1 (including service described in Section 4.3);

(ii) attains age sixty-two (62); or

(iii) dies or incurs a Disability.

All Restricted Shares credited to a Participant's Account shall be forfeited if the Participant separates from employment with the Employer prior to becoming vested in such shares in

accordance with the preceding sentence. All Restricted Shares credited to a Participant's Account shall be delivered to such Participant (or his beneficiary, as the case may be) within sixty (60) days of the last day of the month in which the Participant becomes vested in his Restricted Shares.

(b) Rights While Nonvested. During the period a Participant is not vested in the Restricted Shares credited to his Account, such Participant shall have all of the rights of a stockholder of the Company, including the right to vote the Restricted Shares credited to his Account and the right to receive any cash dividends with respect to such shares. The Company shall maintain all Restricted Shares in the Participant's Account, and shall act as custodian of such shares during the period the Participant is not vested in such shares.

(c) Rights After Vesting. A Participant who becomes vested in Restricted Shares in accordance with Subsection (a) shall receive any future Performance Awards to which he becomes entitled after such vesting in the form of Common Shares. Such Common Shares shall be paid to such Participant in accordance with Section 5.1(d).

ARTICLE VI
EVENTS OCCURRING PRIOR TO VESTING OF RESTRICTED SHARES

If, prior to the vesting of Restricted Shares credited to Participants' Accounts,

(a) With respect to a Participant who is a party to a change in control agreement and to which the Company also is a party ("Change Agreement"), a "change in control' occurs as defined in (and subject to the terms of) that Participant's Change Agreement; or

(b) With respect to all Participants, there occurs approval by the Company's stockholders of a definitive agreement (i) to merge or consolidate the Company with or into another corporation in which the Company is not the continuing or surviving corporation or pursuant to which any Common Shares would be converted into cash, securities or other property of another corporation, other than a merger of the Company in which holders of Common Shares immediately before the merger have the same proportionate ownership of shares of the surviving corporation immediately after the merger as immediately before or (ii) within a 12-consecutive calendar month period, to sell or otherwise dispose of 50 percent or more of the book value of the combined assets of the Company and all "related entities" (for purposes of this definition, (i) "book value" will be established on the basis of the latest consolidated financial statement the Company filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began and (ii) "related entity" means (A) an entity related to the Company by application of Internal Revenue Code of 1986, as amended ("Code") Sections 414(b) and (c), as modified by Code Section 415(h) or (B) an affiliated service group [as defined in

Code Section 414(m)] or other organization described in Code
Section 414(o) that includes the Company),

the vesting requirements under Section 5.2(a) shall be deemed satisfied (i) as to the Participants described in both Article VI(a) and (b) if, within 36 months after the occurrence of an event described in Article VI(b), the Plan is terminated and not replaced with a similar program providing comparable benefits and features and (ii) as to the Participants described in Article VI(a) only, an event occurs that generates a change in control payment under that Participant's Change Agreement, (iii) the Committee or Company shall deliver such Restricted Shares to the appropriate Participants as soon as practicable thereafter.

ARTICLE VII
ADMINISTRATION

SECTION 7.1 General. The Administrator shall be the Committee, or such other person or persons as designated by the Committee. Except as otherwise specifically provided in this Plan, the Administrator shall be responsible for administration of this Plan.

SECTION 7.2 Administrative Rules. The Administrator may adopt such rules of procedure as it deems desirable for the conduct of its affairs, except to the extent that such rules conflict with the provisions of this Plan. To the extent the Committee is the Administrator, the Administrator may make any decision or take any action under this Plan only by a meeting of a majority of the Committee members or by written action without a meeting signed by all members of the Committee.

SECTION 7.3 Duties. The Administrator shall have the following rights, powers and duties:

(a) The decision of the Administrator in matters within its jurisdiction shall be final, binding and conclusive upon the Employer and upon any other person affected by such decision.

(b) The Administrator shall have the duty and authority to interpret and construe the provisions of this Plan, to determine eligibility for benefits and the appropriate amount of any benefits, to decide any question which may arise regarding the rights of employees, Participants, and beneficiaries, and the amounts of their respective interests, to adopt such rules and to exercise such powers as the Administrator may deem necessary for the administration of this Plan, and to exercise any other rights, powers or privileges granted to the Administrator by the terms of this Plan.

(c) The Administrator shall maintain full and complete records of its decisions. Its records shall contain all relevant data pertaining to the Participant and his rights under this Plan. The Administrator shall have the duty to maintain Account records of all Participants.

(d) The Administrator shall cause the principal provisions of this Plan to be communicated to the Participants, and a copy of this Plan and other documents shall be available at the principal office of the Company for inspection by the Participants at reasonable times determined by the Administrator.

(e) The Administrator shall periodically report to the Board with respect to the status of this Plan.

SECTION 7.4 Fees. No fee or compensation shall be paid to any person for services as the Administrator.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

SECTION 8.1 Amendment and Termination of Plan. The Committee with the approval of the Board may amend, modify or terminate this Plan at any time and from time to time. Notwithstanding the preceding, no amendment, modification or termination of this Plan shall impair the vesting in Restricted Shares credited to a Participant's Account, or reduce the Performance Award of a Participant, both as determined as of the day immediately preceding the effective date of such amendment, modification or termination. No amendment or modification of this Plan shall be effective prior to the approval of the stockholders of the Company if such amendment or modification would (a) except as provided in this Plan, increase the total number of shares reserved for the purpose of this Plan;
(b) change the class of employees eligible to participate in this Plan; or (c) require stockholder approval to the extent necessary to maintain the status of this Plan as a plan satisfying the requirements of Rule 16b-3 of the Securities and Exchange Commission.

SECTION 8.2 No Assignment. The Participant shall not have the power to pledge, transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in advance any interest in amounts payable hereunder or any of the payments provided for herein, nor shall any interest in amounts payable hereunder or in any payments be subject to seizure for payments of any debts, judgments, alimony or separate maintenance, or be reached or transferred by operation of law in the event of bankruptcy, insolvency or otherwise.

SECTION 8.3 Successors and Assigns. The provisions of the Plan are binding upon and inure to the benefit of each Employer, its successors and assigns, and the Participant, his beneficiaries, heirs, legal representatives and assigns.

SECTION 8.4 Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of Ohio.

SECTION 8.5 No Guarantee of Employment. Nothing contained in the Plan shall be construed as a contract of employment or deemed to give any Participant the right to be retained in the employ of an Employer or any equity or other interest in the assets, business or affairs of an Employer. No Participant hereunder shall have a security interest in assets of an Employer used to make contributions or pay benefits.

SECTION 8.6 Income Tax Payment. No later than the date as of which an amount received pursuant to this Plan first becomes includible in the gross income of a Participant (or his

beneficiary) for federal income tax purposes, the Participant (or his beneficiary) and the Company shall agree upon the appropriate arrangement to satisfy the withholding obligations of the Company with respect to the payment of any federal, state, or local taxes of any kind required by law on such payment.

SECTION 8.7 Beneficiary Designation Procedure. The Administrator shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant's death are to be paid.

SECTION 8.8 Severability. If any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Plan, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

SECTION 8.9 Notification of Addresses. Each Participant and each beneficiary shall file with the Administrator, from time to time, in writing, the post office address of the Participant, the post office address of each beneficiary, and each change of post office address. Any communication, statement or notice addressed to the last post office address filed with the Administrator (or if no address was filed, then to the last post office address of the Participant or beneficiary as shown on the Employer's records) shall be binding on the Participant and each beneficiary for all purposes of this Plan and neither the Administrator nor the Employer shall be obligated to search for or ascertain the whereabouts of any Participant or beneficiary.

SECTION 8.10 Bonding. The Administrator and all agents and advisors employed by it shall not be required to be bonded.

SECTION 8.11 Stock Transfer Restrictions. All certificates for Common Shares or other securities delivered under this Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Shares are then listed and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

ARTICLE IX
FUNDING

The entire cost of this Plan shall be paid from the general assets of the Employer. No liability for the payment of benefits under the Plan shall be imposed upon any officer, trustee, employee, or agent of an Employer.

ARTICLE X
INDEMNIFICATION

The Company shall indemnify and hold harmless any individual designated by the Committee as an Administrator, each member of the Board and each member of the Committee duly appointed by the Board from and against any and all liabilities, costs, and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such persons' duties, responsibilities and obligations under this Plan, other than such liabilities, costs and expenses as may result from the willful conduct or criminal acts of such persons.

The undersigned, pursuant to the approval of the Board on May 7, 2002, does herewith execute this Bob Evans Farms, Inc. First Amended and Restated 1993 Long Term Incentive Plan for Managers.

/s/ Stewart Owens
-------------------------------
Stewart K. Owens
Chairman and C.E.O.

BOB EVANS FARMS, INC.
FIRST AMENDED AND RESTATED 1994 LONG TERM INCENTIVE PLAN

(Reflects amendments through May 1, 2002)

1. PURPOSE. The purpose of the Bob Evans Farms, Inc. First Amended and Restated 1994 Long Term Incentive Plan (the "Plan") is to foster and promote the long-term success of Bob Evans Farms, Inc. (the "Company") and materially increase stockholder value by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by officers and other key employees of the Company and its Subsidiaries and (c) enabling the Company to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of the operations of the Company is largely dependent.

2. ADMINISTRATION. The Plan will be administered by a committee (the "Committee") of at least three persons who shall be either the Stock Option Committee of the Board of Directors of the Company or such other committee comprised entirely of "disinterested persons" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule or regulation, as the Board of Directors of the Company may from time to time designate. No person shall serve as a member of the Committee unless such person qualifies as an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations and rulings thereunder. The Committee shall interpret the Plan; prescribe, amend and rescind rules and regulations relating thereto; and make all other determinations necessary or advisable for the administration of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding upon all persons participating in the Plan and any person validly claiming under or through persons participating in the Plan. A majority of the members of the Committee shall constitute a quorum at any meeting of the Committee, and all determinations of the Committee at a meeting shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without a meeting of the Committee by a writing signed by all of its members. No member of the Board of Directors of the Company or of the Committee shall be liable for any action or determination made in good faith, with respect to the Plan or any Award granted under the Plan. The Company shall effect the granting of Awards under the Plan in accordance with the determination of the Committee, by execution of instruments in writing in such form as approved by the Committee.

With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act, or any successor rule or regulation. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

3. PARTICIPANTS. Participants in the Plan will consist of such officers and other full-time employees of the Company or any of its Subsidiaries, including those who are directors of the Company, as the Committee in its sole discretion may designate from time to time to receive Awards hereunder. The Committee's designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any other year. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards, including, without limitation: (a) the financial condition of the Company and its Subsidiaries; (b) anticipated profits for the current or future years; (c) contributions of Participants to the profitability and development of the Company and its Subsidiaries; and (d) other compensation provided to Participants. During the period in which this Plan remains in effect, no Participant shall be granted Awards under this Plan covering, in the aggregate, more than Two Hundred Fifty Thousand (250,000) Common Shares.

4. TYPES OF AWARDS. Awards under the Plan may be granted in any one or a combination of (a) Incentive Stock Options; (b) Non-Qualified Stock Options; and (c) Performance Share Awards, all as described below in Sections 6, 7 and 8 hereof.

5. COMMON SHARES RESERVED UNDER THE PLAN. There is hereby reserved for issuance under the Plan an aggregate of One Million (1,000,000) Common Shares, which may be newly issued or treasury shares. If there is a lapse, expiration, termination or cancellation of any Award granted hereunder without the issuance of Common Shares or payment of cash thereunder, or if Common Shares are issued under any Award and thereafter are reacquired by the Company pursuant to rights reserved upon the issuance thereof, the Common Shares subject to or reserved for such Award may again be used for new Stock Options or other Awards under the Plan so long as the holder thereof has not received any benefits of ownership of such Common Shares; provided, however, that in no event may the number of Common Shares issued under the Plan exceed the total number of Common Shares reserved for issuance hereunder.

6. INCENTIVE STOCK OPTIONS. Incentive Stock Options will consist of Stock Options, qualifying as "incentive stock options" under the requirements of Section 422 of the Code, to purchase Common Shares at purchase prices of not less than One Hundred Percent (100%) of the Fair Market Value of such Common Shares on the date of grant. Incentive Stock Options will be exercisable over not more than ten (10) years after the date of grant. In the event of the termination of an optionee's employment for any reason other than Disability, Death or for Cause, the right of the optionee to exercise an Incentive Stock Option shall terminate upon the earlier to occur of the end of the original term of the Incentive Stock Option or three (3) months after the date of such termination of employment. In the event that an optionee is Terminated for Cause, the right of the optionee to exercise an Incentive Stock Option shall terminate immediately upon the termination of employment. In the event of the termination of an optionee's employment due to Disability, the right of the optionee to exercise an Incentive Stock Option shall terminate upon the earlier to occur of the end of the original term of the Incentive Stock Option or one (1) year after the date of termination of employment. If an optionee should die while employed, the right of the optionee's successor in interest to exercise an Incentive

Stock Option granted to the optionee shall terminate upon the earlier to occur of the end of the original term of the Incentive Stock Option or one year after optionee's last date of employment. If an optionee should die within three (3) months after termination of employment due to Retirement, the right of his or her successor in interest to exercise an Incentive Stock Option shall terminate three (3) months after the date of termination of employment as a result of such Retirement, but not later than the end of the original term of the Incentive Stock Option. If an optionee should die within one (1) year after termination of employment due to Disability, the right of his or her successor in interest to exercise an Incentive Stock Option shall terminate upon the earlier to occur of one (1) year after the date of termination of employment or the end of the original term of the Incentive Stock Option. For purposes of this Section 6, if an optionee terminates his or her employment voluntarily, the date of termination of employment shall be deemed to be the date on which he or she notifies the Company of his or her intention to terminate his or her employment; in all other cases, the date of termination of employment shall be the last day of employment.

The aggregate fair market value (determined as of the time the Stock Option is granted) of the Common Shares with respect to which incentive stock options are exercisable for the first time by any Participant during any calendar year (under all option plans of the Company and all Subsidiaries and Parents of the Company) shall not exceed $100,000. An Incentive Stock Option granted to a Participant under the Plan may be exercised only after six (6) months from its grant date. Anything contained herein to the contrary notwithstanding, no Incentive Stock Option shall be granted to an employee who, at the time the Incentive Stock Option is granted, owns (actually or constructively under the provisions of Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company, unless the option exercise price is not less than 110% of the Fair Market Value of the Common Shares subject to the Incentive Stock Option on the date of grant and the Incentive Stock Option by its terms is not exercisable more than five (5) years from the date it is granted.

7. NON-QUALIFIED STOCK OPTIONS. Non-Qualified Stock Options will consist of options to purchase Common Shares at purchase prices not less than One Hundred Percent (100%) of the Fair Market Value of such Common Shares on the date of grant. Non-Qualified Stock Options will be exercisable over not more than ten (10) years after the date of grant. In the event of the termination of an optionee's employment for any reason other than Retirement, Disability, Death or for Cause, the right of the optionee to exercise a Non-Qualified Stock Option shall terminate upon the earlier to occur of the end of the original term of the Non-Qualified Stock Option or three (3) months after the date of such termination of employment. If an optionee is Terminated for Cause, the right of the optionee to exercise a Non-Qualified Stock Option shall terminate immediately upon the termination of employment. In the event of the termination of an optionee's employment due to Retirement or Disability, or if the optionee should die while employed, the right of the optionee or his or her successor in interest to exercise a Non-Qualified Stock Option shall terminate upon the earlier to occur of the end of the original term of the Non-Qualified Stock Option or one (1) year after the date of termination of employment as a result of such Retirement, Disability or death. If an optionee should die within one (1) year after termination of employment due to Retirement or Disability, the right of his or her successor in interest to exercise a Non-Qualified Stock Option shall terminate upon the

earlier of one (1) year after termination of employment as a result of such Retirement or Disability or the end of the original term of the Non-Qualified Stock Option. For purposes of this Section 7, if an optionee terminates his or her employment voluntarily, the date of termination of employment shall be deemed to be the date on which he or she notifies the Company of his or her intention to terminate his or her employment; in all other cases, the date of termination of employment shall be the last day of employment. A Non-Qualified Stock Option granted to a Participant under the Plan may be exercised only after six (6) months from its grant date.

8. PERFORMANCE SHARE AWARDS. The Committee may grant awards under which payment may be made in Common Shares, cash or any combination of Common Shares and cash if the performance of the Company or any Subsidiary selected by the Committee during the Performance Period meets certain goals established by the Committee ("Performance Share Awards"). Such Performance Share Awards shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Performance Period and Performance Goals. The Committee shall determine and include in a Performance Share Award grant the period of time for which a Performance Share Award is made ("Performance Period"). The Committee shall also establish performance objectives ("Performance Goals") to be met by the Company or Subsidiary during the Performance Period as a condition to payment of the Performance Share Award. The Performance Goals may include earnings per share, return on stockholders' equity, return on assets, net income or any other financial or other measure established by the Committee. The Performance Goals may include minimum and optimum objectives or a single set of objectives.

(b) Payment of Performance Share Awards. The Committee shall establish the method of calculating the amount of payment to be made under a Performance Share Award if the Performance Goals are met, including the fixing of a maximum payment. The Performance Share Award shall be expressed in terms of Common Shares and referred to as "Performance Shares." After the completion of a Performance Period, the performance of the Company or Subsidiary shall be measured against the Performance Goals, and the Committee shall determine whether all, none or any portion of a Performance Share Award shall be paid. The Committee, in its discretion, may elect to make payment in Common Shares, cash or a combination of Common Shares and cash. Any cash payment shall be based on the Fair Market Value of the underlying Common Shares on, or as soon as practicable prior to, the date of payment.

(c) Revision of Performance Goals. At any time prior to the end of a Performance Period, the Committee may revise the Performance Goals and the computation of payment if unforeseen events occur which have a substantial effect on the performance of the Company or Subsidiary and which in the judgment of the Company make the application of the Performance Goals unfair unless a revision is made.

(d) Requirement of Employment. A Participant who receives a Performance Share Award must remain in the employment of the Company or Subsidiary until the completion of the Performance Period in order to be entitled to payment under the

Performance Share Award; provided that the Committee may, in its sole discretion, provide for a partial payment where such an exception is deemed equitable.

9. NONTRANSFERABILITY. Each Stock Option and each Performance Share Award granted under this Plan shall not be transferable other than by will or the laws of descent and distribution, and Stock Options shall be exercisable, during the Participant's lifetime, only by the Participant or the Participant's guardian or legal representative.

10. OTHER PROVISIONS. The grant of any Award under the Plan may also be subject to such other provisions (whether or not applicable to any Award granted to any other Participant) as the Committee determines appropriate including, without limitation, provisions for the purchase of Common Shares under Stock Options in installments, provisions for the payment of the option exercise price of Common Shares under a Stock Option by delivery of other Common Shares of the Company having a then Fair Market Value equal to the option exercise price of such Common Shares, restrictions on resale or other disposition, such provisions as may be appropriate to comply with federal or state securities laws and stock exchange requirements and understandings or conditions as to the Participant's employment in addition to those specifically provided for under the Plan. If the Committee does not specify another exercise schedule at the time of grant, the number of Common Shares under each Stock Option which may be purchased in any one year ending on an anniversary date of the grant of the Stock Option shall be the total number of Common Shares subject to the Stock Option divided by the number of years constituting the term of the Stock Option; provided, however, that if an optionee does not purchase in any one option year the full number of Common Shares to which he or she is then entitled, the optionee may purchase those Common Shares in any subsequent year during the term of the Stock Option.

The Committee may, in its discretion, permit payment of the option exercise price of Common Shares under Stock Options by delivery of a properly executed exercise notice together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the option exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.

The Committee may, in its discretion and subject to such rules as it may adopt, permit a Participant to pay all or a portion of the federal, state and local taxes, including FICA withholding tax, arising in connection with the following transactions: (a) the exercise of a Non-Qualified Stock Option; or (b) the receipt or exercise of any other Award; by electing (i) to have the Company withhold Common Shares, (ii) to tender back Common Shares received in connection with such Award or (iii) to deliver other previously acquired Common Shares of the Company having a Fair Market Value approximately equal to the amount to be withheld.

11. TERM OF THE PLAN AND AMENDMENT, MODIFICATION, CANCELLATION OR ACCELERATION OF AWARDS. No Award shall be granted under the Plan more than ten (10) years after the date of the adoption of the Plan by the Company's Board of Directors. The terms and conditions applicable to any Award granted prior to such date may at any time be amended, modified or cancelled, without stockholder approval, by mutual agreement between the

Committee and the Participant or such other persons as may then have an interest therein, so long as stockholder approval of such amendment, modification or cancellation is not required under Rule 16b-3 under the Exchange Act or any applicable requirements of any securities exchange on which are listed any of the Company's equity securities or any applicable requirements for issuers whose securities are traded in the NASDAQ National Market System or any applicable requirements of the Code. The Committee may, at any time and in its sole discretion, declare any or all Stock Options then outstanding under this Plan to be exercisable, whether or not such Stock Options are then otherwise exercisable.

12. TAXES. The Company shall be entitled to withhold the amount of any tax attributable to any amount payable or Common Shares deliverable under the Plan after giving the person entitled to receive such amount or Common Shares notice as far in advance as practicable, and the Company may defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction.

13. DEFINITIONS.

(a) Award. The term "Award" means an award or grant of a Stock Option or Performance Share made to a Participant under Section 6, 7 or 8 of the Plan.

(b) Change in Control. A "Change in Control" shall be deemed to have occurred:

(i) With respect to a Participant who is a party to a change in control agreement and to which the Company also is a party ("Change Agreement"), a "change in control' occurs as defined in (and subject to the terms of) that Participant's Change Agreement; and

(ii) With respect to all Participants, approval by the Company's stockholders of a definitive agreement (A) to merge or consolidate the Company with or into another corporation in which the Company is not the continuing or surviving corporation or pursuant to which any Common Shares would be converted into cash, securities or other property of another corporation, other than a merger of the Company in which holders of Common Shares immediately before the merger have the same proportionate ownership of shares of the surviving corporation immediately after the merger as immediately before or (B) within a 12-consecutive calendar month period, to sell or otherwise dispose of 50 percent or more of the book value of the combined assets of the Company and all "related entities". For purposes of this definition,
(C) "book value" will be established on the basis of the latest consolidated financial statement the Company filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began and (D) "related entity"

means (A) an entity related to the Company by application of Internal Revenue Code of 1986, as amended ("Code") Sections 414(b) and (c), as modified by Code Section 415(h) or (B) an affiliated service group [as defined in Code Section 414(m)] or other organization described in Code Section 414(o) that includes the Company.

(c) Code. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder. References to a particular section of the Code shall include references to successor provisions.

(d) Committee. The "Committee" means the Committee of the Board of Directors of the Company constituted as provided in Section 2 hereof.

(e) Common Shares. "Common Shares" means the shares of Common Stock, par value $0.01 per share, of the Company or any security of the Company issued in substitution, exchange or lieu thereof.

(f) Company. The "Company" means Bob Evans Farms, Inc., a Delaware corporation, or any successor corporation.

(g) Disability. The term "Disability" means, as it relates to the exercise of an Incentive Stock Option after termination of employment, a disability within the meaning of Section 22(e)(3) of the Code, and for all other purposes, a mental or physical condition which, in the opinion of the Committee, renders an optionee unable or incompetent to carry out the job responsibilities which such optionee held or the tasks to which such optionee was assigned at the time the disability was incurred, and which is expected to be permanent or for an indefinite duration exceeding one year.

(h) Exchange Act. The term "Exchange Act" means the Securities Exchange Act of 1934, as amended, or a successor statute.

(i) Fair Market Value. The "Fair Market Value" of the Company's Common Shares shall mean, on any given date, the last reported sales price of the Common Shares, as reported on the NASDAQ National Market System or on any securities exchange on which the Company's Common Shares may be listed on such date or, if there are no reported sales of Common Shares on such date, then the last reported sales price on the next preceding day on which such a sale was transacted.

(j) Incentive Stock Option. "Incentive Stock Option" means any Stock Option granted pursuant to the provisions of Section 6 of the Plan that is intended to be and is specifically designated as an "incentive stock option" within the meaning of Section 422 of the Code.

(k) Non-Qualified Stock Option. A "Non-Qualified Stock Option" means any Stock Option granted pursuant to the provisions of Section 7 of the Plan that is not an Incentive Stock Option.

(1) Parent. The term "Parent of the Company" shall have the meaning set forth in 424(e) of the Code.

(m) Participant. The term "Participant" means a full-time employee of the Company or a Subsidiary who is granted an Award under the Plan.

(n) Performance Goals. The term "Performance Goals" shall have the meaning set forth in Section 8 of the Plan.

(o) Performance Period. The term "Performance Period" shall have the meaning set forth in Section 8 of the Plan.

(p) Performance Share Award. The term "Performance Share Award" shall have the meaning set forth in Section 8 of the Plan.

(q) Plan. The "Plan" means the Bob Evans Farms, Inc. First Amended and Restated 1994 Long Term Incentive Plan, as set forth herein, and as it may be hereafter amended and from time to time in effect.

(r) Retirement. The term "Retirement" for all purposes of the Plan shall mean separation from employment with the Company and each of its Subsidiaries on or after the date the person both has attained age fifty-five
(55) and is credited with at least ten (10) years of service.

(s) Stock Option. The term "Stock Option" means any Incentive Stock Option or Non-Qualified Stock Option granted under the Plan.

(t) Stock Option Awards. The term "Stock Option Awards" means any grant of a Stock Option to a Participant under the Plan.

(u) Subsidiary. The term "Subsidiary" for all purposes other than the Incentive Stock Option plan described in Section 6, shall mean any corporation, partnership, joint venture or business trust, fifty percent (50%) or more of the control of which is owned, directly or indirectly, by the Company. For purposes of the Incentive Stock Option plan described in Section 6, the term "Subsidiary" shall be defined as provided in Section 424(f) of the Code.

(v) Terminated for Cause. The term "Terminated for Cause" for purposes of the Plan shall mean termination on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or a Subsidiary, the conviction of a felony or intentional and repeated violations of the written policies or procedures of the Company or any Subsidiary.

14. ADJUSTMENT PROVISIONS.

(a) The existence of the Plan and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Board of Directors or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Company's capital stock or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding.

(b) In the event of any change in capitalization affecting the Common Shares, such as a stock dividend, stock split, recapitalization, merger, consolidation, split-up, combination or exchange of shares or other form of reorganization, or any other change affecting the Common Shares, the Committee shall make proportionate adjustments to reflect such change with respect to the aggregate number of Common Shares for which Awards in respect thereof may be granted under the Plan, the maximum number of Common Shares which may be sold or awarded to any Participant, the number of Common Shares covered by each outstanding Award and the price per share in respect of outstanding Awards.

(c) The Committee also shall make such adjustments in the number of shares covered by, and the price or other value of, any outstanding Awards in the event of a spin-off or other distribution (other than normal cash dividends) of assets of the Company to stockholders.

(d) Subject to the terms of a Change Agreement (as defined in Section 13(b), if, within 36 months after a Change in Control, (i) the Plan is terminated and not replaced with a similar program providing comparable benefits and features or (ii) with respect to a Participant who is a party to a Change Agreement, an event occurs that generates a change in control payment under that Participant's Change Agreement, then (iii) all Stock Options then outstanding under this Plan shall become fully exercisable as of the date of the Change in Control, whether or not then exercisable. In addition, upon Retirement of any Participant, all Stock Options held by such retiring Participant shall immediately vest and become exercisable.

15. AMENDMENT AND TERMINATION OF PLAN. The Committee, with the approval of the Board of Directors of the Company, may amend the Plan from time to time or terminate the Plan at any time without the approval of the stockholders of the Company except as such stockholder approval may be required
(a) to satisfy the requirements of Rule 16b-3 under the Exchange Act, or any successor rule or regulation, (b) to satisfy applicable requirements of the Code or (c) to satisfy applicable requirements of any securities exchange on which are listed any of the Company's equity securities or any requirements applicable to issuers whose securities are traded in the NASDAQ National Market System. No such action to amend or terminate the Plan shall reduce the then existing amount of any Participant's Award or adversely change the terms and conditions thereof without the Participant's consent. No amendment of the Plan shall result in any Committee member's losing his or her status as a "disinterested person" as defined

in Rule 16b-3 under the Exchange Act, or any successor rule or regulation, with respect to any employee benefit plan of the Company or result in the Plan losing its status as a plan satisfying the requirements of said Rule 16b-3.

16. NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the granting of any Awards hereunder shall confer upon any employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of any of its employees at any time, with or without cause.

17. UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. Any liability of the Company to any person with respect to any Awards under the Plan shall be based solely upon any contractual obligations that may be effected pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company or any Subsidiary.

18. OTHER COMPANY AWARD AND COMPENSATION PLANS. Payments and other Awards received by a Participant under the Plan shall not be deemed a part of a Participant's regular, recurring compensation for purposes of any termination indemnity or severance pay law and shall not be included in, nor have any effect on, the determination of Awards under any other employee benefit plan or similar arrangement provided by the Company or a Subsidiary unless expressly so provided by such other plan or arrangement, or except where the Committee expressly determines that an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive annual cash compensation. Awards under the Plan may be made in combination or in tandem with, or as alternatives to, grants, awards or payments under any other Company or Subsidiary plans. The Plan notwithstanding, the Company or any Subsidiary may adopt such other compensation programs and additional compensation arrangements as it deems necessary to attract, retain and reward employees for their service with the Company and its Subsidiaries.

19. SECURITIES LAW RESTRICTIONS. No Common Shares shall be issued under the Plan unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable federal and state securities laws. Certificates for Common Shares delivered under the Plan may be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Shares are then listed or traded, the NASDAQ National Market System or any applicable federal or state securities law. The Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

20. AWARD AGREEMENT. Each Participant receiving an Award under the Plan shall enter into an agreement with the Company in a form specified by the Committee agreeing to the terms and conditions of the Award and such related matters as the Committee shall, in its sole discretion, determine.

21. COST OF THE PLAN. The costs and expenses of administering the Plan shall be borne by the Company.

22. GOVERNING LAW. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

23. STOCKHOLDER APPROVAL. The Plan was adopted by the Board of Directors of the Company on April 15, 1994. The Plan and any Award granted thereunder shall be null and void if stockholder approval is not obtained within twelve (12) months of the adoption of the Plan by the Board of Directors.

26. EFFECTIVE DATE. This amendment and restatement is effective with respect to all Awards issued on and after May 1, 2002.

BOB EVANS FARMS, INC. AND AFFILIATES

2002

SECOND AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Originally Adopted April 17, 1992

First Amendment and Restatement Effective May 1, 1998

Second Amendment and Restatement Effective May 1, 2002

TABLE OF CONTENTS

                                                                                                PAGE
                                                                                                ----
SECTION  1.00          PURPOSE.....................................................................1

SECTION  2.00          DEFINITIONS.................................................................1

         2.01         Account......................................................................1
         2.02         Beneficiary..................................................................1
         2.03         Board........................................................................1
         2.04         Cause........................................................................1
         2.05         Change Agreement.............................................................1
         2.06         Change in Control............................................................1
         2.07         Code.........................................................................2
         2.08         Committee....................................................................2
         2.09         Common Shares................................................................2
         2.10         Confidential Information.....................................................2
         2.11         Disability...................................................................2
         2.12         Early Retirement Date........................................................2
         2.13         Effective Date...............................................................2
         2.14         Eligible Employee............................................................2
         2.15         Employer.....................................................................2
         2.16         Employer Contribution........................................................3
         2.17         Enrollment Form..............................................................3
         2.18         ERISA........................................................................3
         2.19         Group........................................................................3
         2.20         Group Member.................................................................3
         2.21         Inactive Participant.........................................................3
         2.22         Member.......................................................................3
         2.23         Normal Retirement Date.......................................................3
         2.24         Participant..................................................................3
         2.25         Plan.........................................................................3
         2.26         Plan Year....................................................................3
         2.27         Spouse.......................................................................3
         2.28         Stock Option.................................................................3
         2.29         Stock Option Plan............................................................3
         2.30         Termination..................................................................3

SECTION  3.00         PARTICIPATION................................................................4

         3.01         Eligibility to Participate...................................................4
         3.02         Designation of Beneficiary...................................................4

SECTION  4.00         MEMBERS' OBLIGATIONS.........................................................5

         4.01         Services During Certain Events...............................................5
         4.02         Confidential Information.....................................................5
         4.03         Effect of Breach of Obligations..............................................5

SECTION  5.00         CONTRIBUTIONS................................................................5

         5.01         Accounts.....................................................................5
         5.02         Participants' Earned Benefit.................................................6
         5.03         Employer Contribution.......................................................10
         5.04         Effect of Change in Control on Employer Contribution........................10
         5.05         Interest....................................................................10
         5.06         Stock Option Credits........................................................11

SECTION  6.00         DISTRIBUTIONS...............................................................11

         6.01         Distributions...............................................................11
         6.02         Death Benefits..............................................................11
         6.03         Disability Benefits.........................................................12
         6.04         Termination Other Than Death or Disability..................................12
         6.05         Amount and Payment of Benefits..............................................12

SECTION  7.00         PLAN COMMITTEE..............................................................13

         7.01         Appointment of Committee....................................................13
         7.02         Powers and Duties...........................................................13
         7.03         Actions by the Committee....................................................14
         7.04         Interested Committee Members................................................14
         7.05         Indemnification.............................................................14
         7.06         Conclusiveness of Action....................................................14
         7.07         Payment of Expenses.........................................................14
         7.08         Claims Procedure............................................................14
         7.09         Arbitration.................................................................16

SECTION  8.00         AMENDMENT TO THE PLAN.......................................................16

         8.01         Right to Amend..............................................................16
         8.02         Amendment Procedure.........................................................17

SECTION  9.00         TERMINATION OF THE PLAN.....................................................17

         9.01         Right to Terminate..........................................................17
         9.02         Plan Merger and Consolidation...............................................17
         9.03         Successor Employer..........................................................17

SECTION 10.00         UNFUNDED PLAN...............................................................17

SECTION  11.00        MISCELLANEOUS...............................................................18

         11.01        Voluntary Plan..............................................................18
         11.02        Non-alienation of Benefits..................................................18
         11.03        Inability to Receive Benefits...............................................18
         11.04        Lost Members................................................................18
         11.05        Limitation of Rights........................................................18
         11.06        Invalid Provision...........................................................18
         11.07        One Plan....................................................................19
         11.08        Governing Law...............................................................19

ENROLLMENT FORM

         1.00         Participant Information.....................................................20
         2.00         Method of Payment...........................................................21
                      2.01    Normal Payment Form.................................................21
                      2.02    Optional Payment Form...............................................21
         3.00         Designation of Beneficiary..................................................22
                      3.01    Primary Beneficiary Designation.....................................22
                      3.02    Contingent Beneficiary Designation..................................23
         4.00         Acknowledgment..............................................................24

BOB EVANS FARMS, INC. AND AFFILIATES

2002

SECOND AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

SECTION 1.00 PURPOSE

On April 17, 1992, Bob Evans Farms, Inc. ("Corporation") adopted the Bob Evans Farms, Inc. Supplemental Executive Retirement Plan to provide deferred and incentive compensation to a select group of its management or highly compensated employees. Effective May 1, 1998, the Plan was amended and restated. Effective May 1, 2002, the Corporation adopts this second amended and restated version of the Plan. This Plan is intended to be an unfunded, nonqualified program of deferred compensation within the meaning of Title I of ERISA.

SECTION 2.00 DEFINITIONS

When used in this Plan, the following terms will have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this Plan. When applying these definitions, the form of any term or word will include any of its other forms.

2.01 ACCOUNT. The account established under Section 5.01 to measure the value of each Member's Plan benefit.

2.02 BENEFICIARY. The person a Member designates under Section 3.02 to receive any death benefit payable under Section 6.02.

2.03 BOARD. The Corporation's board of directors.

2.04 CAUSE. A Member's [1] willful and continued refusal to substantially perform assigned duties (other than any refusal resulting from incapacity due to physical or mental illness), [2] willful engagement in gross misconduct materially and demonstrably injurious to any Group Member or [3] breach of any term of this Plan. However, [4] Cause will not arise solely because the Member is absent from active employment during periods of vacation, consistent with the Employer's applicable vacation policy, or other period of absence initiated by the Member and approved by the Employer.

2.05 CHANGE AGREEMENT. An individual agreement between the Corporation and any Member describing the effect of a Change in Control.

2.06 CHANGE IN CONTROL.

[1] With respect to any Member who is a party to a Change Agreement, a "change in control" as defined in (and subject to the terms of) that Member's Change Agreement; and

[2] With respect to all Members, approval by the Corporation's stockholders of a definitive agreement [a] to merge or consolidate the Corporation with or into another corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which any Common Shares would be converted into cash, securities or other property of another corporation, other than a merger of the Corporation in which holders of Common Shares immediately before the merger have the same proportionate ownership of shares of the surviving corporation immediately after the merger as immediately before or [b] within a 12-consecutive calendar month period, to sell or otherwise dispose of 50 percent or more of the book value of the Group's assets. For purposes of this definition, "book value" will be established on the basis of the latest consolidated financial statement the Corporation filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began.

2.07 CODE. The Internal Revenue Code of 1986, as amended, or any successor statute.

2.08 COMMITTEE. The committee described in Section 7.00.

2.09 COMMON SHARES. The Corporation's common shares or any security issued in substitution, exchange or in place of the Corporation's common shares.

2.10 CONFIDENTIAL INFORMATION. Any and all information (other than information in the public domain) related to the Group's business or that of any Group Member, including all processes, inventions, trade secrets, computer programs, engineering or technical data, drawings, or designs, manufacturing techniques, information concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product information, information concerning suppliers, methods and manner of operations, and information relating to the identity and location of all past, present and prospective customers.

2.11 DISABILITY. An incapacity due to physical or mental illness that has prevented a Member from discharging assigned duties on a full-time basis for at least 26 consecutive weeks.

2.12 EARLY RETIREMENT DATE. The date an Eligible Employee reaches age 55 and completes at least 10 "Years of Service" (as defined in the Corporation's tax-qualified Code ss.401(k) plan, whether or not a Member also is actively participating in that plan and whether or not that plan is terminated while this Plan remains in effect.

2.13 EFFECTIVE DATE. April 17, 1992, with respect to the Plan, May 1, 1998 with respect to the first amendment and restatement and May 1, 2002, with respect to this second amendment and restatement.

2.14 ELIGIBLE EMPLOYEE. Each person who is employed by a Group Member and who
[1] is a member of its select group of management or is a highly compensated employee within the meaning of Title I of ERISA and [2] has met the eligibility conditions described in Section 3.01.

2.15 EMPLOYER. The Group Member by which a Member is directly employed on the date of any event, act or occurrence described in this Plan. If, without incurring a Termination, a Member becomes a common law employee of a Group Member other than the Employer, that

Group Member will automatically become that Member's "Employer" under this Plan and will be fully liable as the Member's Employer for all obligations arising under this Plan with respect to that Member during the period of that employment relationship.

2.16 EMPLOYER CONTRIBUTION. The amount calculated under Sections 5.02 and 5.03.

2.17 ENROLLMENT FORM. The form that each Eligible Employee must complete before he or she may participate in the Plan. To be effective, this notice must include all of the information described in Section 3.00.

2.18 ERISA. The Employee Retirement Income Security Act of 1974, as amended.

2.19 GROUP. A controlled group of corporations or of a commonly controlled group of trades or businesses [as defined in Code ss.ss.414(b) and (c), as modified by Code ss.415(h)] or of an affiliated service group [as defined in Code ss.414(m)] or other organization described in Code ss.414(o) that includes the Corporation.

2.20 GROUP MEMBER. Each entity that is a member of the Group.

2.21 INACTIVE PARTICIPANT. A Member who is actively employed by an Employer but
[1] no longer meets the eligibility conditions described in Section 3.01 or [2] has terminated employment with all Group Members but has not received a complete distribution of his or her Account balance.

2.22 MEMBER. Collectively, [1] a Participant or [2] an Inactive Participant.

2.23 NORMAL RETIREMENT DATE. The date an Eligible Employee reaches age 62.

2.24 PARTICIPANT. Each Eligible Employee who is actively participating in the Plan as provided in Section 3.01.

2.25 PLAN. The Bob Evans Farms, Inc. and Affiliates 2002 Second Amended and Restated Supplemental Executive Retirement Plan, as described in this document and as it may be subsequently amended.

2.26 PLAN YEAR. Each of the Corporation's fiscal years while the Plan is in effect.

2.27 SPOUSE. The individual to whom a Member is legally married.

2.28 STOCK OPTION. An option to purchase a share of Common Stock through the Stock Option Plan.

2.29 STOCK OPTION PLAN. The Bob Evans Farms, Inc. 1998 Stock Option and Incentive Plan or any other equity compensation plan designated by the Board.

2.30 TERMINATION. Termination of the common law employee-employer relationship between a Member and all Group Members for any reason, whether or not the Member subsequently becomes a consultant or adviser to any Group Member or serves as a member of the board of

directors of any Group Member. However, a Termination will not be deemed to have occurred [1] solely because the Member's Employer ceases to be a Group Member and the Member continues to be employed by that former Group Member or [2] if the Member's common law employment relationship is transferred between Group Members without interruption.

                           SECTION 3.00 PARTICIPATION

3.01     ELIGIBILITY TO PARTICIPATE.

         [1] In its sole discretion, the Committee will decide which Eligible
         Employees may participate in the Plan and the earliest date on which
         they may participate.

         [2] Before he or she may participate in the Plan, each Eligible
         Employee must complete an Enrollment Form specifying [a] how his or her
         Account will be distributed (Section 6.05) and [b] his or her
         Beneficiary.

         [3] An Eligible Employee will continue to be a Participant until the
         earlier of the date he or she [a] becomes an Inactive Participant or
         [b] Terminates.

3.02     DESIGNATION OF BENEFICIARY.

         [1] Each Eligible Employee must designate one or more Beneficiaries
         when he or she completes an Enrollment Form. Unless a Member who
         designates more than one Beneficiary also specifies the sequence or the
         portion of the death benefit to be paid to each Beneficiary, the death
         benefit will be paid in equal shares to all named Beneficiaries.

         [2] A Member may change his or her Beneficiary at any time by
         identifying the new Beneficiary in the appropriate portion of a revised
         Enrollment Form and delivering that completed form to the Committee. No
         change of Beneficiary will be effective until the revised Enrollment
         Form is received by the Committee. The identity of a Member's
         Beneficiary will be based only on the designation in the Enrollment
         Form described in this section and will not be inferred from any other
         evidence.

         [3] If a Member has not made an effective Beneficiary designation or if
         all his or her Beneficiaries die before the Member, Plan death benefits
         will be paid to the Member's surviving Spouse. If there is no surviving
         Spouse, these death benefits will be paid to [a] the Member's issue,
         then living, per stirpes; or, if there are none, [b] the Member's
         executors or administrators. Any minor's share of a Plan death benefit
         will be paid to the adult who has been appointed to act as the minor's
         legal guardian and who has assumed custody and support of that minor.

         [4] The Member and the Beneficiary (and not the Committee) are
         responsible for ensuring that the Committee has the Beneficiary's
         current address.

SECTION 4.00 MEMBERS' OBLIGATIONS

4.01 SERVICES DURING CERTAIN EVENTS. By accepting participation in this Plan, if any "person" or entity [including a "group" as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor statute] initiates a tender or exchange offer, distributes proxy materials to the Corporation's stockholders or takes other steps to effect, or that may result in, a Change in Control, each Member agrees not to Terminate voluntarily during the pendency of that activity other than by reason of retirement, and to continue to serve as a full-time employee of the Employer until those efforts are abandoned, that activity is terminated or until a Change in Control has occurred.

4.02 CONFIDENTIAL INFORMATION. Except as otherwise required by applicable law, by accepting participation in this Plan, each Member expressly agrees to keep and maintain Confidential Information confidential and not, at any time during or subsequent to the Member's employment with any Group Member, to use any Confidential Information for the Member's own benefit or to divulge, disclose or communicate any Confidential Information to any person or entity in any manner except [1] to employees or agents of the Employer or of the Corporation that need the Confidential Information to perform their duties on behalf of any Group Member or [2] in the performance of the Member's duties to the Employer. Each Member also agrees to notify the Corporation promptly of any circumstance the Member believes may legally compel the disclosure of Confidential Information and to give this notice before disclosing any Confidential Information.

4.03 EFFECT OF BREACH OF OBLIGATIONS. If a Member breaches any obligation described in this section or the Plan:

[1] Before the Member has Terminated, the Member will forfeit all benefits otherwise due under this Plan; or

[2] After the Member Terminates, the Member will repay any amounts previously paid under this Plan plus interest calculated at the prime interest rate quoted in the Wall Street Journal, or any successor to it, over the period beginning on the date of payment and ending on the date of repayment.

SECTION 5.00 CONTRIBUTIONS

5.01 ACCOUNTS. The Committee will establish an Account for each Participant to record:

[1] The Employer Contribution, calculated under Sections 5.02 and 5.03; minus

[2] Any distributions made to the Member under Section 6.00.

The Employer also will make a final Employer Contribution, calculated as provided in Sections 5.02 and 5.03, for the portion of the Valuation Period during which the Participant Terminates employment but only if the Member Terminates after meeting the conditions described in Section 6.04.

5.02 PARTICIPANTS' EARNED BENEFIT. As of the end of each Valuation Date, the Committee will calculate the amount to be credited to each Participant's Account by applying the following steps:

[1] First, the Employer will establish the Valuation Period for which the contribution is being calculated. For these purposes:

[a] A Valuation Period is the period between each Valuation Date during which a Participant performs substantial services for a Group Member [i] beginning on the later of [A] the date a Participant first was employed by a Group Member or [B] April 26, 1991 and [ii] ending on the earlier of the date the Participant [A] Terminates, [B] is no longer a Participant (whether or not he or she remains a Member), [C] reaches his or her Normal Retirement Date, whether he or she also retires at that time or [D] reaches age 65. Unless the Committee specifically provides otherwise, all Valuation Periods will be comprised of 12 months and will end as of the last day of each Plan Year; and

[b] Valuation Date is the date the most recent Employer Contribution was calculated.

[2] Then, the Committee will calculate the Compensation each Participant earned during the Valuation Period for which the Employer Contribution is being calculated. For these purposes, Compensation means [a] the total taxable remuneration the Participant earned for the Valuation Period (or the portion of the Valuation Period during which he or she was a Participant) plus [b] the amount the Participant deferred during the Valuation Period to a plan described in Code ss.ss.125 or 401(k) and maintained by any Group Member minus [c][i] the amount of any long-term incentive awards (e.g., performance share awards, restricted stock or stock appreciation rights) granted, earned or exercised during the Valuation Period and [ii] the value of any stock options granted or exercised under Code ss.83(b) during that Valuation Period. Also, if a Valuation Period is less than 12 months, the taxable remuneration described in Section 5.02[1][a] will be annualized on the basis of the whole months during that Valuation Period during which the Participant was a Participant.

[3] Then, the Committee will calculate each Participant's Projected Compensation. This is done by:

[a] Averaging each Participant's Compensation over the fewer of [i] the current and the Participant's four preceding Valuation Periods or [ii] the number of Valuation Periods during which the Participant was employed by a Group Member; and

[b] Increasing that average by four percent for each Valuation Period that will elapse between [i] the end of the Valuation Period for which the Employer Contribution is being calculated
[ii] the last Valuation Period that will end before the Participant's Normal Retirement Date [iii] averaging the Compensation

projected to be received during the five Valuation Periods ending before the Participant's Normal Retirement Date.

[4] Then, the Committee will calculate each Participant's Final Average Compensation.

[a] Until the Participant reaches his or her Normal Retirement Date, Final Average Compensation will be calculated by averaging each Participant's Projected Compensation (calculated under Section 5.02[3]) over the five consecutive Valuation Periods during the ten Valuation Periods that both
[i] end before the Participant's Normal Retirement Date and
[ii] produce the highest average; but

[b] At the Participant's Normal Retirement Date, Final Average Compensation will be calculated by averaging each Participant's Compensation over the five consecutive Valuation Periods during the ten Valuation Periods that end before the Participant's Normal Retirement Date that produces the highest average.

[c] The following rules will be applied when calculating a Participant's Final Average Compensation:

[i] The Final Average Compensation of a Participant who will have completed fewer than five Valuation Periods at his or her Normal Retirement Date will be the average of the Compensation the Participant received over his or her entire period of participation;

[ii] Compensation paid for the Valuation Period during which the Participant reaches Normal Retirement Date will be disregarded until the Participant reaches his or her Normal Retirement Date; and

[iii] A Participant's Final Average Compensation will neither increase nor decrease for any Valuation Period that begins after the Participant reaches his or her Normal Retirement Date.

[5] Then, the Committee will establish each Participant's Prior Service Rate (if any). A Participant's Prior Service Rate (if any) is:

[a] The smaller of [i] 40 percent or [ii] two percent multiplied by the number of Valuation Periods the Participant will complete if he or she continues to be a Participant until Normal Retirement Date; multiplied by

[b] The quotient produced by dividing [i] the number of Valuation Periods the Participant had completed as of the last day of the Corporation's 1997 fiscal year by [ii] the number of Valuation Periods the Participant will complete if he or she continues to be a Participant until Normal Retirement Date.

A Participant who was first employed after the Corporation's 1997 fiscal year will not have a Prior Service Rate.

[6] A Participant's Future Service Rate is:

[a] The smaller of [i] 55 percent or [ii] 2.75 percent multiplied by the number of Valuation Periods the Participant will complete if he or she continues to be a Participant until Normal Retirement Date; reduced, but not below zero, by

[b] The Participant's Prior Service Rate (if any) calculated under Section 5.02[5]; and multiplied by

[c] The smaller of [i] one or [ii] the quotient produced by dividing [A] the number of Valuation Periods the Participant had completed after the Corporation's 1997 fiscal year into
[B] the larger of five or the number of Valuation Periods the Participant will complete after the end of the Corporation's 1997 fiscal year if he or she continues to be a Participant until Normal Retirement Date.

[7] Then, the Committee will calculate each Participant's Target Benefit. A Participant's Target Benefit is:

[a] The larger of [i][A] the Participant's Final Average Compensation (calculated under Section 5.02[4]); multiplied by
[B] the Participant's Prior Service Rate, if any, (calculated under Section 5.02[5]); plus [C] the Participant's Final Average Compensation (calculated under Section 5.02[4]); multiplied by [D] the Participant's Future Service Rate (calculated under Section 5.02[6]); or [ii] the Participant's Target Benefit calculated as of the last day of the preceding Valuation Period; minus

[b][i] The Participant's Social Security Benefit plus [ii] the Participant's Qualified Plan Benefit; multiplied by [iii] the smaller of [A] one or [B] the quotient produced by dividing the Participant's actual Valuation Periods earned as of the date the Target Benefit is being calculated by the Valuation Periods the Participant will earn if he or she remains actively employed until Normal Retirement Date.

[c] For purposes of calculating each Participant's Target Benefit:

[i] A Participant's Social Security Benefit is 50 percent of the maximum annual Old Age, Survivor and Disability Insurance benefit projected to be payable to the Participant under the Social Security Act as of the Participant's Normal Retirement Date. This amount will be based on the Participant's projected "taxable wages," as defined in the Social Security Act, and other relevant factors in effect as of the date the calculation is being made; and

[ii] A Participant's Qualified Plan Benefit is the Participant's annual benefit, expressed in the form of a single life annuity, that can be derived from the sum of all employer-funded benefits (and attributable earnings) under all plans that are maintained by any Group Member and that are intended to comply with Code ss.401(a). The amount of this single life annuity will be established by applying the 1983 Group Annuity Mortality Table for Males, an annual interest rate of eight percent, and by assuming that benefits will begin at the Participant's Normal Retirement Date. For purposes of establishing a Participant's Qualified Plan Benefit, "employer-funded benefits" means all benefits funded through Employer contributions (and attributable earnings), for periods of employment before the Participant's Normal Retirement Date plus any distributions made to, in behalf of or with respect to the Participant before Normal Retirement Date (e.g., in-service withdrawals, retirement and disability benefits or distributions under any domestic relations order). Also, until the Participant reaches Normal Retirement Date, his or her Qualified Plan Benefit will be projected based on procedures established by the Committee.

[8] Then, the Committee will compare the Participant's Target Benefit calculated under Section 5.02[7] with the Target Benefit calculated for the same Participant under Section 5.02[7] as in effect for the preceding Valuation Period.

[a] If the Participant's Target Benefit calculated for the current Valuation Period is the same as (or less than) the Participant's Target Benefit calculated for the preceding Valuation Period, no amount will be credited to the Participant's Account for the current Valuation Period; but

[b] If the Participant's Target Benefit calculated for the current Valuation Period is larger than the Participant's Target Benefit calculated for the preceding Valuation Period, an Earned Benefit will be credited to the Participant's Account. This amount will be calculated under the procedures described in Section 5.02[9].

[9] If the Participant's Target Benefit for the current Valuation Period is larger than the Participant's Target Benefit for the preceding Valuation Period, the Committee will calculate an Earned Benefit for the current Valuation Period; by:

[a] Subtracting the Participant's Target Benefit for the preceding Valuation Period from the Target Benefit calculated for the current Valuation Period; and

[b] Calculating the Annuity Value of this difference. This is done by calculating the present value of the difference produced under Section 5.02[9][a] by applying the 1983 Group Annuity Mortality Table for Males, an annual interest rate of eight percent and by assuming that benefits will begin at the Participant's Normal Retirement Date or, if the Participant already has reached his or her Normal Retirement Date, that benefits will begin when the Participant reaches age 65.

5.03 EMPLOYER CONTRIBUTION. The Employer Contribution for each Participant is the amount calculated under Section 5.02[9][b]. This amount will be credited to each Participant's Account in cash (and credited with interest as described in
Section 5.05) or, subject to Section 5.06, as Stock Options.

5.04 EFFECT OF CHANGE IN CONTROL ON EMPLOYER CONTRIBUTION.

[1] Subject to any limitation imposed under a Change Agreement, if, within 36 months after a Change in Control, [a] the Plan is terminated and not replaced with a similar program providing comparable benefits and features or [b] with respect to a Member who is a party to a Change Agreement, an event occurs that generates a change in control payment under that Member's Change Agreement, [c] all Members Accounts will be fully vested and all Stock Options will be fully vested and [d] the Employer will credit a special and additional Employer Contribution to the Account of each Member who was a Participant on the date of the Change in Control, whether or not he or she is then a Participant.

[2] This special change in control benefit will be calculated as provided in Sections 5.02 and 5.03 except that the Target Benefit (see
Section 5.02[7]) will be calculated under the following formula:

[a] 2.75% X Final Average Compensation (as defined in Section 5.02[4]); minus

[b] The Participant's Social Security Benefit (as defined in
Section 5.02[7][c][i]); minus

[c] The Participant's Qualified Plan Benefit (as defined in
Section 5.02[7][c][ii]); multiplied by

[d] The smaller of [i] one or [ii] the quotient produced by dividing the Participant's actual Valuation Periods earned as of the date the Target Benefit is being calculated by the Valuation Periods the Participant will earn if he or she remains actively employed until Normal Retirement Date.

Sections 5.02 and 5.03 will then be applied.

[3] Regardless of any provision of this Plan, if more than one Change in Control (whether or not related) occurs, the total additional amount calculated under this section will be the largest amount calculated with respect to any single Change in Control.

5.05 INTEREST. As of each Valuation Date, amounts credited as cash to Accounts will be credited with interest at rates established by the Committee and announced to Members no later than the beginning of the election period described in Section 5.06.

5.06 STOCK OPTION CREDITS.

[1] With the Committee's permission (which may be withheld for any reason or for no reason), a Participant may elect to receive his or her Employer Contribution in the form of Stock Options.

[2] To make this election, the Participant must comply with procedures established by the Committee, no later than 60 days before the date the Employer Contribution is to be credited to Participants' Accounts. The Committee will apprise each Participant of the date the Employer Contribution will be credited and the maximum number of Stock Options that may be credited under this subsection.

[3] The maximum number of Stock Options that may be credited to any Participant's Account for any Valuation Period is the smaller of [a] the number specified by the Committee or [b] the amount calculated under Section 5.03 divided by the Projected Option Value. If the number of Stock Options made available by the Committee is smaller than the aggregate number produced by application of Section 5.06[3][b] to all Participants requesting that their Employer Contribution be credited as Stock Options, the Committee will allocate the number of available Stock Options among Participants in the same proportion that the number produced by application of Section 5.06[3][b] for each Participant bears to the aggregate number of Stock Options produced by application of Section 5.06[3][b] to all Participants.

[4] The Projected Option Value is [a] the "fair market value" (as defined in the Stock Option Plan) of a Common Share on the date the Employer Contribution is calculated, increased by [b] eight percent annually for each year between the last day of the Valuation Period for which the calculation is being made and the Participant's Normal Retirement Date and reduced by [c] the exercise price (as defined in the Stock Option Plan) associated with the option.

[5] To the extent elected, Stock Options issued under this section will be in lieu of the Employer Contribution otherwise due for the Valuation Period.

SECTION 6.00 DISTRIBUTIONS

6.01 DISTRIBUTIONS. Subject to Section 6.05, Members' Accounts will be distributed at the earlier of the date the Member [1] dies (Section 6.02), [2] becomes Disabled (Section 6.03) or [3] Terminates with all Group Members after having earned a right to a Plan benefit as provided in Section 6.04.

6.02 DEATH BENEFITS. The undistributed value of the Account established for a Member who dies before Terminating will be paid to that Member's Beneficiary as of the Valuation Date following the Member's death. Any Beneficiary claiming a death benefit under the Plan must provide the Committee with satisfactory proof of the Member's death before any death benefit will be paid. If the Member dies before Terminating, this death benefit will be paid in a lump sum. If the Member dies after Terminating, this benefit will be paid in the same form in which it was being paid to the Member (or would have been paid, if benefit commencement had not then begun).

6.03 DISABILITY BENEFITS. A Member who becomes Disabled before Terminating will receive a distribution of 100 percent of the undistributed value of his or her Account, determined as of the Valuation Date following the date of Disability. If the Member becomes Disabled before Terminating, this benefit will be paid in a lump sum. If the Member becomes Disabled after Terminating, this benefit will be paid in the same form in which it was being paid to the Member (or would have been paid, if benefit commencement had not then begun).

6.04 TERMINATION OTHER THAN DEATH OR DISABILITY. Except as provided in this section, a Member who Terminates for any reason other than death or Disability will not be entitled to any Plan benefit if he or she Terminates before the earlier of:

[1] His or her Early or Normal Retirement Date; or

[2] Before an event described in Section 5.04[1][a] or [b].

However, in no case will a Member be entitled to receive any Plan benefit if he or she is Terminated for Cause.

6.05 AMOUNT AND PAYMENT OF BENEFITS.

[1] Unless the Member has effectively elected the optional benefit form described in Section 6.05[2], all distributions made to a Member who Terminates after having earned a nonforfeitable benefit as provided in
Section 6.04 will be paid in ten annual installments beginning no later than 60 days after the Member Terminates. The first of these distributions will be equal to one-tenth of the value of the Member's Account on the preceding Valuation Date. Subsequent distributions will be made on the anniversary of the initial distribution date and will equal the balance of the Member's Account as of the most recent Valuation Date divided by the number of unpaid annual installments.

[2] Instead of the normal distribution form described in Section 6.05[1], a Member may elect to receive his or her Plan benefit:

[a] In the form of a single lump sum. If this election is made effectively, the entire benefit will be distributed within 60 days after the Valuation Date that coincides with or immediately follows the date the Member Terminated; or

[b] As described in Section 6.05[1] but beginning as of the last day of the Plan Year during which the Member reaches age 65.

[3] To effectively elect an optional benefit form, the Member must file a written election with the Committee. This election must be made on a form prescribed by the Committee and must be delivered to the Committee no fewer than 12 months before it is to be effective. An election to receive an optional benefit form also may be revoked if the electing Member files a written election with the Committee no fewer than 12 months before the benefit otherwise would have been distributed in the optional benefit form previously elected. This revocation also must be made on a form prescribed by the Committee. Any election to receive payment in an optional form (or any revocation of an

election to do so) will be disregarded unless the Member strictly complies with the procedures described in this section.

[4] Once a Member's Account has been fully distributed, the Corporation, all Employers, all Group Members and the Plan will have no further liability to the Member or, if appropriate, to his or her Beneficiary.

SECTION 7.00 PLAN COMMITTEE

7.01 APPOINTMENT OF COMMITTEE. The Board will appoint a committee to administer the Plan. A Committee member may resign at any time by sending written notice to the Board specifying the effective date of his or her termination (which must always be prospective). Vacancies in the Committee will be filled by the Board as the need arises. Also, in its sole discretion, the Board may remove any Committee member at any time by giving written notice of removal to the affected Committee member and specifying the effective date of that action (which must always be prospective).

7.02 POWERS AND DUTIES. The Committee is fully empowered to exercise complete discretion to administer the Plan and to construe and apply all of its provisions. The Committee may delegate any of its powers and duties to any other person or organization. These powers and duties include:

[1] Deciding which employees are Eligible Employees, which of them may participate in the Plan and the value of their benefit;

[2] Resolving disputes that may arise with regard to the rights of Eligible Employees, Members and their legal representatives or Beneficiaries under the terms of the Plan. Subject to Sections 7.08 and 7.09, the Committee's decisions in these matters will be final;

[3] Obtaining from each Group Member, Member and Beneficiary information that the Committee needs to determine any Member's or Beneficiary's rights and benefits under the Plan. The Committee may rely conclusively upon any information furnished by a Group Member, Member or Beneficiary;

[4] Compiling and maintaining all records it needs to administer the Plan;

[5] Upon request, furnishing each Group Member with reasonable and appropriate reports of its administration of the Plan;

[6] Engaging legal, administrative, actuarial, investment, accounting, consulting and other professional services that the Committee believes are necessary and appropriate;

[7] Adopting rules and regulations for the administration of the Plan that are not inconsistent with the terms of the Plan; and

[8] Doing and performing any other acts provided for in the Plan.

7.03 ACTIONS BY THE COMMITTEE. The Committee may act at a meeting, or in writing without a meeting, by the vote or assent of a majority of its members. The Committee will appoint one of its members to act as a secretary to record all Committee actions. The Committee also may authorize one or more of its members to execute papers and perform other ministerial duties on behalf of the Committee.

7.04 INTERESTED COMMITTEE MEMBERS. No member of the Committee may participate in any Committee action that directly affects that member's individual interest in the Plan. These matters will be determined by a majority of the remainder of the Committee.

7.05 INDEMNIFICATION.

[1] The Corporation will indemnify and hold harmless any Committee member or employee who performs services to or on behalf of the Plan ("Indemnified Party") against all liabilities and all reasonable expenses (including attorney fees and amounts paid in settlement other than to any Group Member) incurred or paid in connection with any threatened or pending action, suit or proceeding brought by any party in connection with the Plan. However, this indemnification will not extend to any Indemnified Party whose conduct in connection with the Plan is found to have been grossly negligent or wrongful. This determination will be based on any final judgment rendered in connection with the action, suit or proceeding complaining of the conduct or its effect or, if no final judgment is rendered, by a majority of the Board or by independent counsel to whom the Board has referred the matter.

[2] The obligations under this section may be satisfied, in the Corporation's discretion, through the purchase of a policy or policies of insurance providing equivalent protection.

7.06 CONCLUSIVENESS OF ACTION. Subject to Sections 7.08 and 7.09, any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Members and upon all persons claiming any rights under the Plan, including Beneficiaries.

7.07 PAYMENT OF EXPENSES.

[1] Committee members will not be separately compensated for their services as Committee members. However, the Corporation will reimburse Committee members for all appropriate expenses they incur while carrying out their Plan duties.

[2] The compensation or fees of accountants, counsel and other specialists and any other costs of administering the Plan will be paid by the Corporation or allocated among Employers.

7.08 CLAIMS PROCEDURE.

[1] Any Member or Beneficiary who believes that he or she is entitled to an unpaid Plan benefit may file a claim with the Committee. By accepting participation in the Plan, each Member expressly waives any right to proceed under Section 7.09 unless and until the administrative remedies described in this Section 7.08 are fully exhausted.

[2] If a claim is wholly or partially denied, the Committee will send a written notice of denial to the claimant. This notice must be written in a manner calculated to be understood by the claimant and must include:

[a] The specific reason or reasons for which the claim was denied;

[b] Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the claim;

[c] A description of any additional material or information that the claimant may file to perfect the claim and an explanation of why this material or information is necessary; and

[d] A description of the steps the claimant may take to appeal an adverse determination.

The Committee will render its decision within 90 days of receiving a benefit claim. However, if special circumstances (such as the need for additional information) require additional time, this decision will be rendered as soon as possible, but not later than 180 days after receipt of the claim and only if the Committee notifies the claimant, in writing, that it needs more time to review a claim and why that additional time is needed. If the Committee does not issue its decision within this period, the claim will be deemed to have been denied.

[3] If a claim has been wholly or partially denied, the affected claimant, or his or her authorized representative may:

[a] Request that the Committee reconsider its initial denial by filing a written appeal no more than 60 days after receiving written notice that all or part of the initial claim was denied;

[b] Review pertinent documents and other material upon which the Committee relied when denying the initial claim; and

[c] Submit a written description of the reasons for which the claimant disagrees with the Committee's initial adverse decision.

An appeal of an initial denial of benefits and all supporting material must be made in writing and directed to the Committee. The Committee is solely responsible for reviewing all benefit claims and appeals and taking all appropriate steps to implement its decision.

The Committee's decision on review will be sent to the claimant in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the appeal.

The Committee will render its decision within 60 days of receiving a benefit appeal. However, if special circumstances (such as the need to hold a hearing on any matter pertaining to the denied claim) require additional time, this decision will be rendered as soon as possible, but not later than 120 days after receipt of the claimant's written appeal and only if the Committee notifies the claimant, in writing, that it needs more time to review an appeal and why that additional time is needed. If the Committee does not issue its decision within this period, the claim will be deemed to have been denied.

7.09 ARBITRATION. Binding arbitration will be the exclusive means of resolving all disputes or questions not resolved to the claimant's satisfaction through the claims procedure described in Section 7.08.

[1] After exhausting the procedures described in Section 7.08, the claimant may initiate arbitration by giving written notice to the Committee specifying the subject of the requested arbitration.

[2] The arbitration will take place in the city in which the affected Member's last principal place of employment with a Group Member is or was located (or another location mutually agreed upon by the claimant and the Committee) and will be conducted in accordance with the rules of the American Arbitration Association in effect when the arbitration begins by three arbitrators, one appointed by each party and a third appointed by those two arbitrators. The Committee and the claimant (in his or her own behalf and on behalf of all other claimants) each waive any right to a jury trial with respect to any matter arising from this Plan.

[3] Any determination or award made or approved by the arbitrator will be final and binding on the claimant and all Group Members. Judgment upon any award made in any arbitration may be entered and enforced in any court having competent jurisdiction.

[4] The arbitrators will have no authority to add to, alter, amend or refuse to enforce any portion of this Plan or to award punitive damages against any Group Member or the claimant.

[5] The costs of arbitration (including legal and other professional fees incurred) will be borne solely by the person by which they are incurred regardless of the result of the arbitration.

SECTION 8.00 AMENDMENT TO THE PLAN

8.01 RIGHT TO AMEND. The Corporation may modify, alter or amend the Plan at any time. However, no amendment may affect any Member's or Beneficiary's vested rights accrued under the Plan before the effective date of that amendment. If an amendment heightens the vesting conditions described in Section 6.04, each affected Member who has completed Valuation Periods comprised of at least 36 months may elect to have his or her vested rights computed without regard to that amendment, but only if the Member files a written election to this effect with the Committee during the period beginning on the date the amendment is adopted and ending on the later of [1] 60 days after the date the amendment is adopted [2] 60 days after the

amendment is effective or [3] 60 days after the Member is issued a written notice of the amendment.

8.02 AMENDMENT PROCEDURE. The Board, an executive committee of the Board or other Board committee or any executive officer to which or to whom the Board delegates discretionary authority over the Plan may exercise the Corporation's right to amend the Plan.

SECTION 9.00 TERMINATION OF THE PLAN

9.01 RIGHT TO TERMINATE. The Corporation may terminate the Plan in whole or in part at any time by written action of the Board. Each Member affected by a full or partial Plan termination or by a complete discontinuance of contributions will be 100 percent vested in the value of all of his or her Account as of the date of that action. Also, the Committee may [1] distribute an affected Member's Account at the time the Plan terminates or partially terminates, even if this date is earlier than the date benefits otherwise would be distributed under
Section 6.05 or [2] hold those benefits until they are otherwise payable under the terms of the Plan.

9.02 PLAN MERGER AND CONSOLIDATION. If the Plan is merged into or consolidated with any other plan, each affected Member will be entitled to a benefit immediately after the merger, consolidation or transfer (determined as if the surviving plan had then terminated) at least equal to the benefit he or she had accrued immediately before the merger or consolidation (determined as if the Plan terminated immediately before that merger or consolidation).

9.03 SUCCESSOR EMPLOYER. If any Employer dissolves into, reorganizes, merges into or consolidates with another business entity, provision may be made by which the successor will continue the Plan, in which case the successor will be substituted for the Employer under the terms and provisions of this Plan. The substitution of the successor for the Employer will constitute an assumption by the successor of all Plan liabilities and the successor will have all of the powers, duties and responsibilities of the Employer under the Plan.

SECTION 10.00 UNFUNDED PLAN

Notwithstanding any Plan provision to the contrary, the Plan constitutes an unfunded, unsecured promise by each Employer to pay only those benefits that are accrued by Members under the terms of the Plan. Neither the Corporation nor any Group Member will segregate any assets into a fund established exclusively to pay Plan benefits unless the Corporation, in its sole discretion, establishes a trust for the purpose of holding assets from which all or part of a Plan benefit may be paid. Neither the Corporation nor any Group Member is liable for the payment of Plan benefits that are actually paid from a trust established for that purpose. However, the Corporation (and each Group Member) are obliged to pay any benefits not paid from any trust. Also, Members, Beneficiaries and other persons claiming a Plan benefit through them have only the rights of general unsecured creditors and do not have any interest in or right to any specific asset of any Group Member. Nothing in this Plan constitutes a guaranty by the Corporation, any Group Member or any other entity or person that their assets will be sufficient to pay Plan benefits.

SECTION 11.00 MISCELLANEOUS

11.01 VOLUNTARY PLAN. The Plan is purely voluntary on the part of each Employer; neither the establishment of the Plan nor any amendment to it nor the creation of any fund or account nor the payment of any benefits may be construed as giving any person [1] a legal or equitable right against any Group Member or the Committee other than those specifically granted under the Plan or conferred by affirmative action of the Committee or any Employer in a manner that is consistent with the terms and provisions of this Plan or [2] the right to be retained in the service of any Employer. All Members remain subject to discharge to the same extent as though this Plan had not been established.

11.02 NON-ALIENATION OF BENEFITS. The right of a Member, Beneficiary or any other person to receive Plan benefits may not be assigned, transferred, pledged or encumbered except as provided in the Member's Beneficiary designation, by will or by applicable laws of descent and distribution. Any attempt to assign, transfer, pledge or encumber a Plan benefit will be null and void and of no legal effect.

11.03 INABILITY TO RECEIVE BENEFITS. Any Plan benefit payable to a Member or Beneficiary who is declared incompetent will be paid to the guardian, conservator or other person legally charged with the care of his or her person or estate. Also, if the Committee, in its sole discretion, concludes that a Member or Beneficiary is unable to manage his or her financial affairs, the Committee may, but is not required to, direct the Employer to distribute Plan benefits to any one or more of his or her Spouse, lineal ascendants or descendants or other close living relatives of the Member or Beneficiary who demonstrates to the satisfaction of the Committee the propriety of those distributions. Any payment made under this section will completely discharge the Plan's liability with respect to that payment. The Committee is not required to see to the application of any distribution made to any person.

11.04 LOST MEMBERS. Each Member is obliged to keep the Committee apprised of his or her current mailing address and that of his or her Beneficiary. The Committee's obligation to search for any Member or Beneficiary is limited to sending a registered or certified letter to the Member's or Beneficiary's last known address. Any amounts credited to the Account of any Member or Beneficiary who does not file a claim for benefits with the Committee will be forfeited no later than 12 months after benefits are otherwise payable and applied to reduce future Employer Contributions. However, this forfeited benefit will be restored and paid if the Committee subsequently approves a claim for benefits under the procedures described in Section 7.08.

11.05 LIMITATION OF RIGHTS. Nothing in the Plan, expressed or implied, is intended or may be construed as conferring upon or giving to any person, firm or association (other than Group Members, Members, their Beneficiaries and their successors in interest) any right, remedy or claim under or by reason of this Plan.

11.06 INVALID PROVISION. If any provision of this Plan is held to be illegal or invalid for any reason, the Plan will be construed and enforced as if the offending provision had not been included in the Plan. However, that determination will not affect the legality or validity of the remaining parts of this Plan.

11.07 ONE PLAN. This Plan may be executed in any number of counterparts, each of which will be deemed to be an original.

11.08 GOVERNING LAW. The Plan will be governed by and construed in accordance with the laws of the United States and, to the extent applicable, the laws of Ohio.

Executed effective May 1, 2002, unless otherwise specifically stated herein.

BOB EVANS FARMS, INC.

                                        By: /s/ Stewart Owens
                                            ---------------------------

                                        Print Name: Stewart Owens
                                                    -------------------

                                        Title: Chairman, President, CEO
                                               -------------------------

Date: 5/01/02
      ----------

BOB EVANS FARMS, INC. AND AFFILIATES

2002

SECOND AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ENROLLMENT FORM

1.00 PARTICIPANT INFORMATION

Name: __________________________________________________________________________

Soc.Sec.No.: ___________________________________________________________________

Date of Birth: _________________________________________________________________

Address: _______________________________________________________________________

Eligibility Date: ______________________________________________________________

BOB EVANS FARMS, INC. AND AFFILIATES

2002

SECOND AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ENROLLMENT FORM

2.00 METHOD OF PAYMENT.

2.01 NORMAL PAYMENT FORM. I understand that, unless I elect another form of payment, my SERP benefit will be paid in 10 annual installments beginning within 60 days after I terminate employment with Bob Evans Farms, Inc. and all related companies

2.02 OPTIONAL PAYMENT FORM. Instead of receiving my SERP benefit in the normal form described in Section6.05[1], I elect to have my SERP benefit paid as (check one):

[1] _____ a lump sum, paid within 60 days after I terminate employment with Bob Evans Farms, Inc. and all related companies;

[2] _____ in 10 annual installments beginning within 60days after I reach age 65.

NOTE: Do not complete either Section 2.02[1] or 2.02[2] if you want to receive your SERP benefit in the normal payment form described in [1].

NOTE, ALSO: Other terms and conditions affecting payment of SERP benefits are described in the SERP, especially Section 6.00.

BOB EVANS FARMS, INC. AND AFFILIATES

2002

SECOND AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ENROLLMENT FORM

3.00 DESIGNATION OF BENEFICIARY.

3.01 PRIMARY BENEFICIARY DESIGNATION. I designate the following persons as my Primary Beneficiary or Beneficiaries to receive the portion of my SERP benefit that is not distributed to me before my death. This benefit will be paid, in the proportion specified, to:

______% to ____________________________________________________________

(Name) (Relationship)

Address:_______________________________________________________________

______% to ____________________________________________________________

(Name) (Relationship)

Address:_______________________________________________________________

______% to ____________________________________________________________

(Name) (Relationship)

Address:_______________________________________________________________

______% to ____________________________________________________________

(Name) (Relationship)

Address:_______________________________________________________________

NOTE: You are not required to name more than one Primary Beneficiary but if you do, the sum of these percentages may not be larger than 100 percent.

NOTE, ALSO: Terms and conditions affecting the payment of death benefits are discussed in the SERP, especially Sections 3.02 and 6.02.

BOB EVANS FARMS, INC. AND AFFILIATES

2002

SECOND AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ENROLLMENT FORM

3.00 DESIGNATION OF BENEFICIARY, CONTINUED.

3.02 Contingent Beneficiary Designation. If one or more of my Primary Beneficiaries dies before I die, I direct that any SERP benefit that might otherwise have been paid to that Beneficiary:

_____ Be paid to my other named Primary Beneficiaries in proportion to the allocation given above (ignoring the interest allocated to the deceased Primary Beneficiary); or

_____ Be distributed among the following Contingent Beneficiaries.

______% to ____________________________________________________________

(Name) (Relationship)

Address:_______________________________________________________________

______% to ____________________________________________________________

(Name) (Relationship)

Address:_______________________________________________________________

______% to ____________________________________________________________

(Name) (Relationship)

Address:_______________________________________________________________

NOTE: You are not required to name more than one Contingent Beneficiary but if you do, the sum of these percentages may not be larger than 100 percent.

NOTE, ALSO: Terms and conditions affecting the payment of death benefits are discussed in the SERP, especially Sections 3.02 and 6.02.

BOB EVANS FARMS, INC. AND AFFILIATES

2002

SECOND AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ENROLLMENT FORM

4.00 ACKNOWLEDGMENT.

I acknowledge that:

[1] The SERP is unfunded and is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees (as defined in the Employee Retirement Income Security Act of 1974, as amended) and that I have no right or claim to receive amounts credited to my Accounts other than those specifically granted by the terms of the Plan.

[2] I understand the terms of the SERP and the conditions I must meet in order to receive a SERP benefit and the conditions that may cause me to forfeit my SERP benefit.

[3] I am solely responsible for ensuring that the Committee's files contain my current mailing address and that of my Beneficiary.

[4] I may change the form in which my SERP benefit is to be paid only by completing and delivering to the Committee a new Enrollment Form no later than 12 months before my benefit is scheduled to be distributed under the previously applicable payment form.

[5] I may change my Beneficiary designations at any time but only by completing and delivering to the Committee a new Enrollment Form.

----------------------                ------------------------------------------
Date                                  Signature

                                      ------------------------------------------
                                      Name (please print)

Received by Committee on:__________________

By:______________________________________

BOB EVANS FARMS, INC. 1998 STOCK OPTION AND INCENTIVE PLAN
FIRST AMENDED AND RESTATED
(REFLECTS AMENDMENTS THROUGH MAY 1, 2002)

l. PURPOSE. The purpose of the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive Plan (the "Plan") is to foster and promote the long-term success of Bob Evans Farms, Inc. (the "Company") and materially increase stockholder value by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by the directors and officers and other key employees of the Company and its Subsidiaries and (c) enabling the Company to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of the operations of the Company is largely dependent.

2. ADMINISTRATION. The Plan will be administered by a committee (the "Committee") of at least three persons who shall be either the Compensation Committee of the Board of Directors of the Company or such other committee comprised entirely of "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations and rulings thereunder, as the Committee may from time to time select. The Committee shall interpret the Plan; prescribe, amend and rescind rules and regulations relating thereto; and make all other determinations necessary or advisable for the administration of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding upon all persons participating in the Plan and any person validly claiming under or through persons participating in the Plan. A majority of the members of the Committee shall constitute a quorum at any meeting of the Committee, and all determinations of the Committee at a meeting shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without a meeting of the Committee by a writing signed by all of its members. No member of the Board of Directors of the Company or of the Committee shall be liable for any action or determination made in good faith, with respect to the Plan or any Award granted under the Plan. The Company shall effect the granting of Awards under the Plan in accordance with the determination of the Committee, by execution of instruments in writing in such form as approved by the Committee.

With respect to persons subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), transactions under the Plan are intended to comply with all applicable conditions of Rule l6b-3 under the Exchange Act, or any successor rule or regulation. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

3. PARTICIPANTS. Participants in the Plan will consist of the directors and officers and other key employees of the Company or any of its Subsidiaries, as the Committee in its sole discretion may designate from time to time to receive Awards hereunder (the "Participants"). The Committee's designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any other year. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards, including, without limitation: (a) the financial condition of the Company and its Subsidiaries; (b) anticipated profits for the current or future years; (c) contributions of Participants to the profitability and development of the Company and its Subsidiaries; and (d) other compensation provided to Participants. During any calendar year, no Participant shall be granted Awards under this Plan covering, in the aggregate, more than Three Hundred Thousand (300,000) Common Shares and no Participant shall be granted stock options covering, in the aggregate, more than Two Hundred and Fifty Thousand (250,000) Common Shares.

4. TYPES OF AWARDS. Awards under the Plan may be granted in any one or a combination of: (a) Incentive Stock Options; (b) Non-Qualified Stock Options;
(c) Stock Appreciation Rights; (d) Performance Share Awards; and (e) Restricted Stock, all as described below in Sections 6, 7, 8, 9 and 10 hereof.

5. COMMON SHARES RESERVED UNDER THE PLAN. There is hereby reserved for issuance under the Plan an aggregate of Five Million (5,000,000) Common Shares, which may be newly issued or treasury shares. If there is a lapse, expiration, termination or cancellation of any Award granted hereunder without the issuance of Common Shares or payment of cash thereunder, or if Common Shares are issued under any Award and thereafter are reacquired by the Company pursuant to rights reserved upon the issuance thereof, the Common Shares subject to or reserved for such Award may again be used for new Stock Options or other Awards under the Plan so long as the holder thereof has not received any benefits of ownership of such Common Shares; provided, however, that in no event may the number of Common Shares issued under the Plan exceed the total number of Common Shares reserved for issuance hereunder.

6. INCENTIVE STOCK OPTIONS. Incentive Stock Options will consist of Stock Options, qualifying as "incentive stock options" under the requirements of
Section 422 of the Code, to purchase Common Shares at purchase prices of not less than One Hundred Percent (100%) of the Fair Market Value of such Common Shares on the date of grant. Incentive Stock Options will only be eligible for grant to employees of the Company. Incentive Stock Options will be exercisable over not more than ten (10) years after the date of grant. In the event of the termination of a Participant's employment for any reason other than Disability, death, Retirement or for Cause, the right of the Participant to exercise an Incentive Stock Option shall terminate upon the earlier to occur of the end of the original term of the Incentive Stock Option or ninety (90) days after the date of such termination of employment. In the event that a Participant is Terminated for Cause, the right of the Participant to exercise an Incentive Stock Option shall terminate immediately upon the termination of employment. In the event of the termination of a Participant's employment due to Disability, the right of the Participant (or, in the case of the death of the Participant after his or her termination of employment due to Disability, his or her

successor in interest) to exercise an Incentive Stock Option shall terminate upon the earlier to occur of (i) the end of the original term of the Incentive Stock Option or (ii) one (l) year after the date of termination of employment. If a Participant should die while employed, the right of the Participant's successor in interest to exercise an Incentive Stock Option granted to the Participant shall terminate upon the earlier to occur of (i) the end of the original term of the Incentive Stock Option or (ii) one year after the Participant's last date of employment. Upon Retirement of a Participant, the right of the Participant (or, in the case of the death of the Participant after his or her termination of employment due to Retirement, his or her successor in interest) to exercise an Incentive Stock Option shall terminate upon the earlier of (i) ninety (90) days after the date of such Retirement or (ii) the end of the original term of the Incentive Stock Option; provided, however, that if the Participant or his or her successor in interest does not exercise the Incentive Stock Option within ninety (90) days after the date of such Retirement, the Incentive Stock Option shall automatically convert into a Non-Qualified Stock Option upon the end of such ninety (90) day period and the Participant's or his or her successor in interest's right to exercise such converted Non-Qualified Stock Option shall terminate at the end of the original term of the option. For purposes of this Section 6, if a Participant terminates his or her employment voluntarily, the date of termination of employment shall be deemed to be the date on which he or she notifies the Company of his or her intention to terminate his or her employment; in all other cases, the date of termination of employment shall be the last day of employment.

The aggregate Fair Market Value (determined as of the time the Stock Option is granted) of the Common Shares with respect to which incentive stock options are exercisable for the first time by any Participant during any calendar year (under all option plans of the Company and all Subsidiaries and Parents of the Company) shall not exceed $100,000. Anything contained herein to the contrary notwithstanding, no Incentive Stock Option shall be granted to an employee who, at the time the Incentive Stock Option is granted, owns (actually or constructively under the provisions of Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company, unless the option exercise price is not less than 110% of the Fair Market Value of the Common Shares subject to the Incentive Stock Option on the date of grant and the Incentive Stock Option by its terms is not exercisable more than five (5) years from the date it is granted.

7. NON-QUALIFIED STOCK OPTIONS. Non-Qualified Stock Options will consist of options to purchase Common Shares at purchase prices and with terms as determined by the Committee in its discretion. In the event of the termination of a Participant's employment or service as a director for any reason other than Retirement, Disability, death or for Cause, the right of the Participant to exercise a Non-Qualified Stock Option shall terminate upon the earlier to occur of the end of the original term of the Non-Qualified Stock Option or ninety (90) days after the date of such termination of employment or service. If a Participant is Terminated for Cause, the right of the Participant to exercise a Non-Qualified Stock Option shall terminate immediately upon the termination of employment or service. In the event of the termination of a Participant's employment or service due to Disability or death, the right of the Participant or his or her successor in interest to exercise a Non-Qualified Stock Option shall terminate upon the earlier to occur of (i) the end of the original term of the Non-Qualified Stock Option or (ii) one (l) year

after the date of termination of employment or service as a result of such Disability or death. In the event of the termination of a Participant's employment or service due to Retirement, the right of the Participant (or, in the case of the death of the Participant after his or her termination of employment or service due to Retirement, his or her successor in interest) to exercise a Non-Qualified Stock Option shall terminate upon the end of the original term of the Non-Qualified Stock Option. For purposes of this Section 7, if a Participant terminates his or her employment or service voluntarily, the date of termination of employment or service shall be deemed to be the date on which he or she notifies the Company of his or her intention to terminate his or her employment or service; in all other cases, the date of termination of employment or service shall be the last day of employment or service.

8. STOCK APPRECIATION RIGHTS. The Committee may grant Stock Appreciation Rights to Participants at the same time as such Participants are awarded Stock Options under the Plan. Such Stock Appreciation Rights shall be evidenced by an agreement in such form as the Committee shall from time to time approve. Such agreements shall comply with, and be subject to, the following terms and conditions:

(a) Grant. Each Stock Appreciation Right shall relate to a specific Stock Option under the Plan and shall be awarded to a Participant concurrently with the grant of such Stock Option. The number of Stock Appreciation Rights granted to a Participant shall be equal to a proportion of the number of Common Shares that the Participant is entitled to receive pursuant to the Plan.

(b) Grant of Parallel Award. Since each Stock Appreciation Right is parallel to a Stock Option, the exercise of all or a portion of the Stock Options shall cause an equal exercise of the same proportion of Stock Appreciation Rights granted under the Plan. A Stock Appreciation Right can only be exercisable in conjunction with the exercise of the parallel Stock Option.

(c) Calculation of Appreciation. Each Stock Appreciation Right shall entitle a Participant to the excess of the Fair Market Value of a Common Share on the exercise date over the Fair Market Value of a Common Share on the date the Stock Appreciation Right was granted.

(d) Payment of Appreciation. The total appreciation available to a Participant from an exercise of Stock Appreciation Rights shall be paid in a manner determined by the Committee.

(e) Exercise Limitations. A Participant may exercise a Stock Appreciation Right only in conjunction with the exercise of the Stock Option to which the Stock Appreciation Right is attached. Stock Appreciation Rights may be exercised only at such times and by such persons as may exercise Stock Options under the Plan.

9. PERFORMANCE SHARE AWARDS. The Committee may grant awards under which payment may be made in Common Shares, cash or any combination of Common Shares

and cash if the performance of the Company or any Subsidiary selected by the Committee during the Performance Period meets certain goals established by the Committee ("Performance Share Awards"). Such Performance Share Awards shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Performance Period and Performance Goals. The Committee shall determine and include in a Performance Share Award grant the period of time for which a Performance Share Award is made ("Performance Period"). The Committee shall also establish performance objectives ("Performance Goals") to be met by the Company or Subsidiary during the Performance Period as a condition to payment of the Performance Share Award. The Performance Goals may include earnings per share, return on stockholders' equity, return on assets, net income or any other financial or other measure established by the Committee. The Performance Goals may include minimum and optimum objectives or a single set of objectives.

(b) Payment of Performance Share Awards. The Committee shall establish the method of calculating the amount of payment to be made under a Performance Share Award if the Performance Goals are met, including the fixing of a maximum payment. The Performance Share Award shall be expressed in terms of Common Shares and referred to as "Performance Shares." After the completion of a Performance Period, the performance of the Company or Subsidiary shall be measured against the Performance Goals, and the Committee shall determine whether all, none or any portion of a Performance Share Award shall be paid. The Committee, in its discretion, may elect to make payment in Common Shares, cash or a combination of Common Shares and cash. Any cash payment shall be based on the Fair Market Value of the underlying Common Shares on, or as soon as practicable prior to, the date of payment.

(c) Revision of Performance Goals. At any time prior to the end of a Performance Period, the Committee may revise the Performance Goals and the computation of payment if unforeseen events occur which have a substantial effect on the performance of the Company or Subsidiary and which in the judgment of the Committee make the application of the Performance Goals unfair unless a revision is made.

(d) Requirement of Employment. A Participant who receives a Performance Share Award must remain in the employment of the Company or Subsidiary or remain in the service of the Company or Subsidiary as a director until the completion of the Performance Period in order to be entitled to payment under the Performance Share Award; provided that the Committee may, in its sole discretion, provide for a partial payment where such an exception is deemed equitable.

(e) Compliance With Code Section 162(m). Any Performance Share Awards granted under this Plan shall satisfy the requirements of the applicable provisions of Section 162(m) of the Code as "qualified performance-based compensation."

10. RESTRICTED STOCK AWARDS. To the extent not inconsistent with the terms of this Plan, the Committee may grant Restricted Stock Awards to Participants. Restricted Stock

Awards will consist of Common Shares transferred to a Participant who is eligible to participate in the Plan without other payment therefor (other than the payment of the par value of such Common Shares if required by applicable law) as additional compensation for his or her services to the Company or one of its Subsidiaries. Restricted Stock Awards shall be subject to such terms and conditions as the Committee determines appropriate including, without limitation, restrictions on the sale or other disposition of such Common Shares and rights of the Company to reacquire such Common Shares upon termination of the Participant's employment or service as a director with the Company within specified periods. Subject to such other restrictions as are imposed by the Committee and federal and state securities laws, the Common Shares covered by a Restricted Stock Award granted to a Participant under the Plan may be sold or otherwise disposed of only after six (6) months from the grant date of the Award.

11. NONTRANSFERABILITY. Each Stock Option, Performance Share Award and Restricted Stock Award granted under this Plan shall not be transferable other than by will or the laws of descent and distribution, and Stock Options shall be exercisable, during the Participant's lifetime, only by the Participant or the Participant's guardian or legal representative.

12. OTHER PROVISIONS. The grant of any Award under the Plan may also be subject to such other provisions (whether or not applicable to any Award granted to any other Participant) as the Committee determines appropriate including, without limitation, provisions for the purchase of Common Shares under Stock Options in installments, provisions for the payment of the option exercise price of Common Shares under a Stock Option by delivery of other Common Shares of the Company having a then Fair Market Value equal to the option exercise price of such Common Shares, restrictions on resale or other disposition, such provisions as may be appropriate to comply with federal or state securities laws and stock exchange requirements and understandings or conditions as to the Participant's employment or service as a director in addition to those specifically provided for under the Plan. If the Committee does not specify another exercise schedule at the time of grant, the number of Common Shares under each Stock Option which may be purchased in any one year ending on an anniversary date of the grant of the Stock Option shall be the total number of Common Shares subject to the Stock Option divided by the number of years constituting the term of the Stock Option; provided, however, that if a Participant does not purchase in any one option year the full number of Common Shares to which he or she is then entitled, the Participant may purchase those Common Shares in any subsequent year during the term of the Stock Option.

The Committee may, in its discretion, permit payment of the option exercise price of Common Shares under Stock Options by delivery of a properly executed exercise notice together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the option exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.

The Committee may, in its discretion and subject to such rules as it may adopt, permit a Participant to pay all or a portion of the federal, state and local taxes, including FICA withholding tax, arising in connection with the following transactions: (a) the exercise of a Non-

Qualified Stock Option; or (b) the receipt or exercise of any other Award by electing (i) to have the Company withhold Common Shares, (ii) to tender back Common Shares received in connection with such Award or (iii) to deliver other previously acquired Common Shares of the Company having a Fair Market Value approximately equal to the amount to be withheld.

The Committee may adopt rules and procedures through which Participants may defer any gain associated with an Award (other than an Incentive Stock Option) under and subject to the terms of any deferred compensation program (a) maintained by the Company or any Subsidiary and (b) designated by the Committee.

13. TERM OF THE PLAN AND AMENDMENT, MODIFICATION, CANCELLATION OR ACCELERATION OF AWARDS. No Award shall be granted under the Plan more than ten
(10) years after the date of the adoption of the Plan by the Company's Board of Directors. The terms and conditions applicable to any Award granted prior to such date may at any time be amended, modified or canceled, without stockholder approval, by mutual agreement between the Committee and the Participant or such other persons as may then have an interest therein, so long as stockholder approval of such amendment, modification or cancellation is not required under Rule l6b-3 under the Exchange Act or any applicable requirements of any securities exchange on which are listed any of the Company's equity securities or any applicable requirements for issuers whose securities are traded in the NASDAQ National Market System or any applicable requirements of the Code. The Committee may, at any time and in its sole discretion, declare any or all Stock Options then outstanding under this Plan to be exercisable, whether or not such Stock Options are then otherwise exercisable.

l4. TAXES. The Company shall be entitled to withhold the amount of any tax attributable to any amount payable or Common Shares deliverable under the Plan after giving the person entitled to receive such amount or Common Shares notice as far in advance as practicable, and the Company may defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction.

l5. DEFINITIONS.

(a) Award. The term "Award" means an award or grant of a Stock Option, Stock Appreciation Right, Performance Share or Restricted Stock made to a Participant under Section 6, 7, 8, 9 or 10 of the Plan.

(b) Change in Control. A "Change in Control" shall be deemed to have occurred:

(i) With respect to a Participant who is a party to a change in control agreement and to which the Company also is a party ("Change Agreement"), a "change in control' occurs as defined in (and subject to the terms of) that Participant's Change Agreement; and

(ii) With respect to all Participants, approval by the Company's stockholders of a definitive agreement (A) to merge or consolidate the Company with or into another corporation in which the Company is not the continuing or surviving corporation or pursuant to which any Common Shares would be converted into cash, securities or other property of another corporation, other than a merger of the Company in which holders of Common Shares immediately before the merger have the same proportionate ownership of shares of the surviving corporation immediately after the merger as immediately before or (B) within a 12-consecutive calendar month period, to sell or otherwise dispose of 50 percent or more of the book value of the combined assets of the Company and all Subsidiaries. For purposes of this definition, (A) "book value" will be established on the basis of the latest consolidated financial statement the Company filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began and (B) "related entity" means (I) an entity related to the Company by application of Internal Revenue Code of 1986, as amended ("Code") Sections 414(b) and
(c), as modified by Code Section 415(h) or (II) an affiliated service group [as defined in Code Section 414(m)] or other organization described in Code Section 414(o) that includes the Company,

(c) Code. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder. References to a particular section of the Code shall include references to successor provisions.

(d) Committee. The "Committee" means the Committee of the Board of Directors of the Company constituted as provided in Section 2 hereof.

(e) Common Shares. "Common Shares" means the shares of Common Stock, par value $0.01 per share, of the Company or any security of the Company issued in substitution, exchange or lieu thereof.

(f) Company. The "Company" means Bob Evans Farms, Inc., a Delaware corporation, or any successor corporation.

(g) Disability. The term "Disability" means, as it relates to the exercise of an Incentive Stock Option after termination of employment, a disability within the meaning of Section 22(e)(3) of the Code, and for all other purposes, a mental or physical condition which, in the opinion of the Committee, renders a Participant unable or incompetent to carry out the job responsibilities which such Participant held or the tasks to which such Participant was assigned at the time the disability was incurred, and which is expected to be permanent or for an indefinite duration exceeding one year.

(h) Exchange Act. The term "Exchange Act" means the Securities Exchange Act of 1934, as amended, or a successor statute.

(i) Fair Market Value. The "Fair Market Value" of the Company's Common Shares shall mean, on any given date, the last reported sales price of the Common Shares, as reported on the NASDAQ National Market System or on any securities exchange on which the Company's Common Shares may be listed on such date or, if there are no reported sales of Common Shares on such date, then the last reported sales price on the next preceding day on which such a sale was transacted.

(j) Incentive Stock Option. "Incentive Stock Option" means any Stock Option granted pursuant to the provisions of Section 6 of the Plan that is intended to be and is specifically designated as an "incentive stock option" within the meaning of Section 422 of the Code.

(k) Non-Qualified Stock Option. A "Non-Qualified Stock Option" means any Stock Option granted pursuant to the provisions of Section 7 of the Plan that is not an Incentive Stock Option.

(l) Parent. The term "Parent of the Company" shall have the meaning set forth in 424(e) of the Code.

(m) Participant. The term "Participant" shall have the meaning set forth in Section 3 of the Plan..

(n) Performance Goals. The term "Performance Goals" shall have the meaning set forth in Section 9 of the Plan.

(o) Performance Period. The term "Performance Period" shall have the meaning set forth in Section 9 of the Plan.

(p) Performance Share Award. The term "Performance Share Award" shall have the meaning set forth in Section 9 of the Plan.

(q) Plan. The "Plan" means the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and Incentive Plan, as set forth herein, and as it may be hereafter amended and from time to time in effect.

(r) Restricted Stock. The term Restricted Stock shall have meaning described in Section 10 of this Plan.

(s) Retirement. The term "Retirement" for all purposes of the Plan shall mean voluntary separation from employment or termination of service as a director with the Company and each of its Subsidiaries on or after the date the person both has attained age fifty-five (55) and is credited with at least ten (10) years of service.

(t) Stock Appreciation Right. The term Stock Appreciation Right or "SAR" shall mean a right to receive cash in an amount equal to the excess of the Fair Market Value of a Common Share on the exercise date of the SAR over the Fair Market Value of a Common Share on the date the SAR is granted pursuant to the provisions of the Plan.

(u) Stock Option. The term "Stock Option" means any Incentive Stock Option or Non-Qualified Stock Option granted under the Plan.

(v) Stock Option Awards. The term "Stock Option Awards" means any grant of a Stock Option to a Participant under the Plan.

(w) Subsidiary. The term "Subsidiary" for all purposes other than the Incentive Stock Option plan described in Section 6, shall mean any corporation, partnership, joint venture or business trust, fifty percent (50%) or more of the control of which is owned, directly or indirectly, by the Company. For purposes of the Incentive Stock Option plan described in Section 6, the term "Subsidiary" shall be defined as provided in Section 424(f) of the Code.

(x) Terminated for Cause. The term "Terminated for Cause" for purposes of the Plan shall mean termination on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or a Subsidiary, the conviction of a felony or intentional and repeated violations of the written policies or procedures of the Company or any Subsidiary.

l6. ADJUSTMENT PROVISIONS.

(a) The existence of the Plan and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Board of Directors or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Company's capital stock or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding.

(b) In the event of any change in capitalization affecting the Common Shares, such as a stock dividend, stock split, recapitalization, merger, consolidation, split-up, combination or exchange of shares or other form of reorganization, or any other change affecting the Common Shares, the Committee shall make proportionate adjustments to reflect such change with respect to the aggregate number of Common Shares for which Awards in respect thereof may be granted under the Plan, the maximum number of Common Shares which may be sold or awarded to any Participant, the number of Common Shares covered by each outstanding Award and the price per share in respect of outstanding Awards.

(c) The Committee also shall make such adjustments in the number of shares covered by, and the price or other value of, any outstanding Awards in the event of a spin-off or other distribution (other than normal cash dividends) of assets of the Company to stockholders.

(d) Subject to the terms of a Change Agreement (as defined in
Section 15(b), if, within 36 months after a Change in Control, (i) the Plan is terminated and not replaced with a similar program providing comparable benefits and features or (ii) with respect to a Participant who is a party to a Change Agreement, an event occurs that generates a change in control payment under that Participant's Change Agreement, then (iii) all Stock Options then outstanding under this Plan shall become fully exercisable as of the date of the Change in Control, whether or not then exercisable. In addition, upon Retirement of any Participant, all Stock Options held by such retiring Participant shall immediately vest and become exercisable.

17. AMENDMENT AND TERMINATION OF PLAN. The Committee, with the approval of the Board of Directors of the Company, may amend the Plan from time to time or terminate the Plan at any time without the approval of the stockholders of the Company except as such stockholder approval may be required (a) to satisfy the requirements of Rule l6b-3 under the Exchange Act, or any successor rule or regulation, (b) to satisfy applicable requirements of the Code or (c) to satisfy applicable requirements of any securities exchange on which are listed any of the Company's equity securities or any requirements applicable to issuers whose securities are traded in the NASDAQ National Market System. No such action to amend or terminate the Plan shall reduce the then existing amount of any Participant's Award or adversely change the terms and conditions thereof without the Participant's consent. No amendment of the Plan shall result in any Committee member's losing his or her status as a "disinterested person" as defined in Rule l6b-3 under the Exchange Act, or any successor rule or regulation, with respect to any employee benefit plan of the Company or result in the Plan losing its status as a plan satisfying the requirements of said Rule l6b-3.

18. NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the granting of any Awards hereunder shall confer upon any employee or director of the Company or any Subsidiary any right to continued employment or service with the Company or any Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment or service of any of its employees or directors at any time, with or without cause.

19. UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. Any liability of the Company to any person with respect to any Awards under the Plan shall be based solely upon any contractual obligations that may be effected pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company or any Subsidiary.

20. OTHER COMPANY AWARD AND COMPENSATION PLANS. Payments and other Awards received by a Participant under the Plan shall not be deemed a part of a Participant's regular, recurring compensation for purposes of any termination indemnity or severance pay law and shall not be included in, nor have any effect on, the determination of Awards under any other employee benefit plan or similar arrangement provided by the Company or a Subsidiary unless expressly so provided by such other plan or arrangement, or except where the Committee expressly determines that an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive annual cash compensation. Awards under the Plan may be made in combination or in tandem with, or as alternatives to, grants, awards or payments under any other Company or Subsidiary plans. The Plan notwithstanding, the Company or any Subsidiary may adopt such other compensation programs and additional compensation arrangements as it deems necessary to attract, retain and reward employees and directors for their service with the Company and its Subsidiaries.

21. SECURITIES LAW RESTRICTIONS. No Common Shares shall be issued under the Plan unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable federal and state securities laws. Certificates for Common Shares delivered under the Plan may be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Shares are then listed or traded, the NASDAQ National Market System or any applicable federal or state securities law. The Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

22. AWARD AGREEMENT. Each Participant receiving an Award under the Plan shall enter into an agreement with the Company in a form specified by the Committee agreeing to the terms and conditions of the Award and such related matters as the Committee shall, in its sole discretion, determine.

23. COST OF THE PLAN. The costs and expenses of administering the Plan shall be borne by the Company.

24. GOVERNING LAW. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

25. STOCKHOLDER APPROVAL. The Plan was adopted by the Board of Directors of the Company on May 1, 1998. The Plan and any Award granted thereunder shall be null and void if stockholder approval is not obtained within twelve (12) months of the adoption of the Plan by the Board of Directors.

26. EFFECTIVE DATE. This amendment and restatement is effective with respect to all Awards issued on and after May 1, 2002.

BOB EVANS FARMS, INC. AND AFFILIATES

SECOND AMENDED AND RESTATED

EXECUTIVE DEFERRAL PROGRAM

Originally effective January 1, 1999

First Amendment and Restatement effective June 14, 1999

Second Amendment and Restatement effective May 1, 2002

ARTICLE I             DEFINITIONS................................................................................ 1

ARTICLE II            PARTICIPATION.............................................................................. 5

      2.01.           Eligibility and Election to Participate.................................................... 5
      2.02.           Designation of Beneficiary................................................................. 5

ARTICLE III           CONTRIBUTIONS.............................................................................. 6

      3.01.           Participant Deferrals...................................................................... 6
      3.02.           Employer Nonqualified Matching Contributions............................................... 6
      3.03.           Discretionary Employer Contributions....................................................... 7

ARTICLE IV            MEMBERS' ACCOUNTS, ALLOCATIONS............................................................. 7

      4.01.           Member's Accounts.......................................................................... 7
      4.02.           Allocations to Distribution Accounts....................................................... 8
      4.03.           Calculating Net Gains or Losses; Crediting of Accounts..................................... 8
      4.04.           Limitation on Reversion of Contributions................................................... 9

ARTICLE V             INVESTMENT OF CONTRIBUTIONS AND VALUATION OF FUNDS......................................... 9

      5.01.           Investment Funds........................................................................... 9
      5.02.           Valuation of Trust Fund.................................................................... 9

ARTICLE VI            AMOUNT AND DISTRIBUTION OF BENEFITS........................................................ 9

      6.01.           Distribution Events........................................................................ 9
      6.02.           Specified Distributions....................................................................10
      6.03.           Death Benefits.............................................................................11
      6.04.           Disability Benefits........................................................................11
      6.05.           Hardship Withdrawals.......................................................................11
      6.06.           Amount and Payment of Withdrawals..........................................................11
      6.07.           Vested Benefits............................................................................12
      6.08.           Distribution of Benefits...................................................................14

ARTICLE VII           PLAN COMMITTEE.............................................................................14

      7.01.           Appointment of Committee...................................................................14
      7.02.           Powers and Duties..........................................................................14
      7.03.           Actions by the Committee...................................................................15
      7.04.           Interested Committee Members...............................................................15
      7.05.           Indemnification............................................................................15
      7.06.           Conclusiveness of Action...................................................................15

      7.07.           Payment of Expenses........................................................................15
      7.08.           Claims Procedure...........................................................................16

ARTICLE VIII          AMENDMENT TO THE PLAN......................................................................17

      8.01.           Right to Amend.............................................................................17
      8.02.           Amendment Procedure........................................................................17

ARTICLE IX            TERMINATION OF THE PLAN....................................................................17

      9.01.           Right to Terminate.........................................................................17
      9.02.           Plan Merger and Consolidation..............................................................18
      9.03.           Successor Employer.........................................................................18

ARTICLE X             UNFUNDED PLAN..............................................................................18

ARTICLE XI            MISCELLANEOUS..............................................................................18

      11.01.          Voluntary Plan.............................................................................18
      11.02.          Non-alienation of Benefits.................................................................19
      11.03.          Inability to Receive Benefits..............................................................19
      11.04.          Lost Members...............................................................................19
      11.05.          Limitation of Rights.......................................................................19
      11.06.          Invalid Provision..........................................................................19
      11.07.          One Plan...................................................................................20
      11.08.          Governing Law..............................................................................20

FORMS

      Bonus Deferral Notice......................................................................................21
      Bonus Deferral Notice Enrollment Form......................................................................
      Salary Deferral Notice.....................................................................................27
      Annual Salary Enrollment Form..............................................................................28
      Award Deferral Notice......................................................................................33
      Award Deferral Notice Enrollment Form......................................................................34
      Award Gain Deferral Notice.................................................................................38

SECOND AMENDED AND RESTATED

Effective January 1, 1999, Bob Evans Farms, Inc. ("Corporation") adopted the Bob Evans Farms, Inc. and Affiliates Executive Deferral Program ("Plan") to provide deferred compensation to a select group of its management or highly compensated employees. Effective June 14, 1999, Bob Evans Farms, Inc. amended and restated the Plan to allow it to make Discretionary Employer Contributions to the Accounts of selected Members. Effective May 1, 2002, the Corporation adopts this second amended and restated version of the Plan. This Plan is intended to be an unfunded, nonqualified program of deferred compensation within the meaning of Title I of ERISA.

Whenever used in this Plan, the following words and phrases will have the meanings given below. Also, the singular form of any term will include the plural, the plural form will include the singular, the masculine pronoun will include the feminine and the feminine pronoun will include the masculine. Other words and phrases also may be defined in the Plan text.

ACCOUNTS means the Nonqualified Employee Deferral Account, Employer Nonqualified Matching Contribution Account and Award Deferral Account established for each Participant under Section 4.01(a), (b) and (c) and the Discretionary Employer Contribution Account established under Section 4.01(d) for any Member for whose benefit the Employer makes a Discretionary Employer Contribution.

AWARD means any equity award (other than an incentive stock option) issued to a Participant under (and subject to the terms of) any stock option plan maintained by the Corporation other than the Bob Evans Farms, Inc. Nonqualified Stock Option Plan or the Bob Evans, Inc. 1994 Long Term Incentive Plan or other Plan designated by the Corporation.

AWARD DEFERRAL ACCOUNT means the account established for each Participant to which the deferrals described in Section 3.01(b) are allocated.

AWARD GAIN means the amount that otherwise would be taxable to a Participant upon the exercise of an Award but which the Participant, by completing the appropriate Deferral Notice, has elected to defer to his or her Award Deferral Account.

BENEFICIARY means the person designated by a Member under Section 2.02 to receive any death benefits payable under Section 6.03.

BOARD OF DIRECTORS OR BOARD means the Corporation's board of directors.

CHANGE AGREEMENT means an individual agreement between the Corporation and any Member describing the effect of a Change in Control.

CHANGE IN CONTROL MEANS:

(a) With respect to any Member who is a party to a Change Agreement, a "change in control" as defined in (and subject to the terms of) that Member's Change Agreement;; and

(b) With respect to all Members, approval by the Corporation's stockholders of a definitive agreement (i) to merge or consolidate the Corporation with or into another corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which any of the Corporation's common stock [or any security issued in substitution, exchange or in lieu of the Corporation's common stock ("Common Shares")] would be converted into cash, securities or other property of another corporation, other than a merger of the Corporation in which holders of the Corporation's Common Shares immediately before the merger have the same proportionate ownership of shares of the surviving corporation immediately after the merger as immediately before or (ii) within a 12-consecutive calendar month period, to sell or otherwise dispose of 50 percent or more of the book value of the Group's assets. For purposes of this definition, "book value" will be established on the basis of the latest consolidated financial statement the Corporation filed with the Securities and Exchange Commission before the date any 12-consecutive calendar month measurement period began.

CODE means the Internal Revenue Code of 1986, as amended.

COMMITTEE means the Plan Committee described in Article VII.

COMPENSATION means (a) each Participant's taxable remuneration earned from an Employer after the latest of (i) the Effective Date, (ii) the date he or she becomes a Participant or (iii) the date specified in the Participant's Deferral Notice, (b) reduced by any non-cash remuneration and (c) increased by deferrals made during the same period under (i) the Qualified 401K Plan, (ii) this Plan and (iii) any cafeteria plan maintained by a Group Member pursuant to Code s125.

DEFERRAL NOTICE means the Salary Deferral Notice, the Bonus Deferral Notice and the Award Deferral Notice that each Eligible Employee completes to specify the portion of his or her regular Compensation, periodic bonus and Award Gain to be deferred to the Plan. Although a copy of this form is attached to the Plan, it is not a part of the Plan and may be modified by the Committee without separate action by the Board.

DISCRETIONARY EMPLOYER CONTRIBUTION ACCOUNT means the account established for any Member for whom the Employer elects to make a Discretionary Employer Contribution and to which those contributions are allocated as described in
Section 3.03.

DISTRIBUTION ACCOUNTS means the In-Service Distribution Account established under Section 6.02(a), the Education Distribution Account established under
Section 6.02(b) and the Retirement Distribution Account established under
Section 6.02(c).

EFFECTIVE DATE means January 1, 1999, with respect to the Plan, June 14, 1999, with respect to the first amendment and restatement of the Plan and May 1, 2002, with respect to the second amendment and restatement of the Plan.

ELIGIBLE EMPLOYEE means each person employed by a Group Member who (a) is a member of its select group of management or is a highly compensated employee and
(b) has met the eligibility conditions described in Article II.

EMPLOYER means the Group Member by which a Member is directly employed on the date of any event, act or occurrence described in this Plan. If, without interruption, a Member becomes a common law employee of a Group Member other than the Employer, that Group Member will automatically become that Member's "Employer" under this Plan and will be fully liable as the Member's Employer for all obligations arising under this Plan with respect to that Member during the period of that employment relationship.

EMPLOYER NONQUALIFIED MATCHING CONTRIBUTION ACCOUNT means the account established for each Participant to which Employer contributions described in
Section 3.02 are allocated.

ENROLLMENT FORM means the form that each Eligible Employee must complete before he or she may participate in the Plan. To be effective, this notice must include all of the information described in Section 2.01(b). Although a copy of this form is attached to the Plan, it is not a part of the Plan and may be modified by the Committee without separate action by the Board.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

FORFEITURES means the amount of a Member's Employer Nonqualified Matching Contribution Account and Discretionary Employer Contribution Account, if any, that the Member is not entitled to receive because he or she terminates employment before meeting the conditions described in Section 6.07.

GROUP means a controlled group of corporations or of a commonly controlled group of trades or businesses [as defined in Code ss.ss.414(b) and (c), as modified by Code ss.415(h)] or of an affiliated service group [as defined in Code ss.414(m)] or other organization described in Code ss.414(o) that includes the Corporation.

GROUP MEMBER means each entity that is a member of the Group.

INACTIVE PARTICIPANT means a Participant who (a) is actively employed by a Group Member but (i) no longer meets the eligibility conditions described in Section 2.01, (ii) has suspended his or her deferrals under Section 3.01(c) or (b) has terminated employment with all Group Members but has not received a complete distribution of his or her Account balance.

INVESTMENT FUNDS means the funds established by the Committee under Section 5.01 to measure the investment gains and losses attributable to each Member's Accounts.

MEMBER means collectively, (a) a Participant or (b) an Inactive Participant.

NONQUALIFIED EMPLOYEE DEFERRAL ACCOUNT means the account established for each Participant to which the deferrals described in Section 3.01(a) are allocated.

PARTICIPANT means an Eligible Employee who is participating in the Plan as provided in Section 2.01.

PLAN means the Bob Evans Farms, Inc. and Affiliates Second Amended and Restated Executive Deferral Program, as described in this document and as it may be amended.

PLAN YEAR means each 12-month period that begins on January 1, 1999 (and anniversaries of that date) while the Plan is in effect.

QUALIFIED 401K LIMIT means the portion of his or her Compensation that a Participant could contribute to the Qualified 401K Plan but for (a) the limits imposed by Code (delta)(delta)401(a)(17), 402(g) and 415 and (b) the actual deferral percentage for highly compensated employees calculated under the Qualified 401K Plan.

QUALIFIED 401K PLAN means the Bob Evans Farms, Inc. and Affiliates 401K Retirement Plan, as it may be amended.

SPOUSE OR SURVIVING SPOUSE means an individual who is legally married to a Member.

TRUST AGREEMENT means the agreement, and any amendments to that agreement, between the Corporation and the Trustee providing for the management, investment and disbursement of funds held in the Trust Fund.

TRUST FUND means the fund established under the Trust Agreement. The Trust Fund may be comprised of one or more Investment Funds.

TRUSTEE means the bank, trust company or individual designated by the Corporation to hold and invest the Trust Fund and to pay Plan benefits and expenses authorized by the Committee.

2000 ACCOUNT means the separate account established for the benefit of each Member for whom the Corporation made an additional, nonrecurring contribution as of January 1, 2000. Except as otherwise provided in this Plan, each 2000 Account will be administered and distributed as if it is part of the affected Member's Discretionary Employer Contribution Account.

VALUATION DATE means the last day of each calendar quarter during each Plan Year, or more frequent periods if the Committee, in its sole discretion, decides that more frequent valuations are needed for any reason.

YEARS OF VESTING SERVICE means "Years of Service," calculated for vesting purposes under the Qualified 401K Plan.

(a) In its sole discretion, the Committee will decide which Eligible Employees may participate in the Plan and the earliest date on which they may participate. The Committee also will calculate and apprise Participants of the applicable Qualified 401K Limit for each Plan Year.

(b) Before he or she may participate in the Plan, each Eligible Employee must complete:

(i) An Enrollment Form specifying (A) the date on which the Eligible Employee elects to participate (which may not be earlier than the date specified by the Committee), (B) the Distribution Accounts to which these deferrals will be allocated and when these amounts will be distributed (Section 6.02), (C) if appropriate, how his or her Accounts will be distributed (Section 6.06), (D) how the value of his or her Accounts will be measured (subject to the restrictions imposed under
Section 5.01, and (E) his or her Beneficiary. The elections made in an Enrollment Form will continue to be effective until changed as provided in Section 3.01(c); and

(ii) A Salary Deferral Notice, to specify the portion of his or her regular Compensation to be deferred to the Plan and/or a Bonus Deferral Notice, to specify the portion of his or her bonus to be deferred to the Plan. The elections made in these forms will continue to be effective until changed as provided in Section 3.01(c) and an Award Deferral Notice, to specify the portion of his or her Award Gain to be deferred to the Plan.

(c) An Eligible Employee will continue to participate until the earlier of the date he or she (i) becomes an Inactive Participant or (ii) terminates employment with all Group Members.

(a) Each Eligible Employee must designate one or more Beneficiaries when he or she completes an Enrollment Form. Unless a Member who designates more than one Beneficiary also specifies the sequence or the portion of the death benefit to be paid to each Beneficiary, the death benefit will be paid in equal shares to all named Beneficiaries.

(b) A Member may change his or her Beneficiary at any time by identifying the new Beneficiary in the appropriate portion of a revised Enrollment Form and delivering that completed form to the Committee. No change of Beneficiary will be effective until the revised Enrollment Form is received by the Committee. The identity of a Member's Beneficiary will be based only on the designation in the form described in this section and will not be inferred from any other evidence.

(c) If a Member has not made an effective Beneficiary designation or if his or her Beneficiary dies before the Member, Plan death benefits will be paid to the Member's Surviving Spouse. If there is no Surviving Spouse, these death benefits will be paid to (i) the Member's

issue, then living, per stirpes; or, if there are none (ii) the Member's executors or administrators. Any minor's share of a Plan death benefit will be paid to the adult who has been appointed to act as the minor's legal guardian and who has assumed custody and support of that minor.

(d) The Member and the Beneficiary (and not the Committee) are responsible for ensuring that the Committee has the Beneficiary's current address.

(a) Each Eligible Employee may elect for each Plan Year to defer up to (i) 100 percent of the bonus component of his or her Compensation plus (ii) 25 percent of his or her regular Compensation (i.e., Compensation excluding any bonus) reduced by (iii) his or her Qualified 401K Limit for that same Plan Year. These amounts will be credited to the Participant's Nonqualified Employee Deferral Account.

(b) Each Eligible Employee also may elect to defer all or a portion of his or her Award Gain. These amounts will be credited to the Eligible Employee's Award Deferral Account.

(c) A Participant may change or suspend the amount being deferred by revising the appropriate Deferral Notice or Enrollment Form. Any change, including a complete cessation of deferrals under Section 3.01(a) or 3.01(b), will not be effective until the Plan Year that begins after the revised Deferral Notice is received by the Committee. A Participant who suspends his or her deferrals may rejoin the Plan by returning to the Committee a completed Enrollment Form and a completed Salary Deferral Notice, a Bonus Deferral Notice and/or an Award Deferral Notice that includes all of the information described in Section
2.01(b). This new election will be effective on the later of (i) the date specified in the Enrollment Form or (ii) the first day of the next Plan Year but only if the Inactive Participant is then an Eligible Employee.

(d) Participant deferrals (other than Award Gains) will be made only by payroll deductions authorized by the Participant. Award Gains deferred under Section 3.01(b) will be made by crediting the amount of the deferred Award Gain to the Award Deferral Account established under Section 4.01(c) for the deferring Participant.

(e) Deferral elections will automatically be suspended with respect to any Participant who makes a hardship withdrawal from the Qualified 401K Plan. This suspension period will be coterminous with the suspension period prescribed under the Qualified 401K Plan and will apply to all deferrals that otherwise would have been applied during that period. At the end of that suspension period, deferrals to this Plan will resume under the terms of the Deferral Notice in effect when the suspension began (or as modified subject to the terms of this section).

(a) Each Employer intends to make annual contributions to the Plan from its current or accumulated profits. This contribution will be calculated for each Plan Year under the following formula:

(i) The percentage of compensation to be matched under the Qualified 401K Plan for that Plan Year, minus

(ii) The actual deferral percentage for all highly compensated employees calculated for that Plan Year under the Qualified 401K Plan, multiplied by

(iii) The rate at which deferrals are matched under the Qualified 401K Plan for that Plan Year.

(b) Employer Nonqualified Matching Contributions made under this formula will be allocated to the Employer Nonqualified Matching Contribution Accounts of Participants who both (i) deferred a portion of their Compensation (through either a Salary Deferral Notice and/or a Bonus Deferral Notice, but not an Award Deferral Notice) to the Plan for the Plan Year for which the matching contribution is made and (ii) are employed by a Group Member on the last day of the Plan Year for which the contribution is made. However, no Employer Nonqualified Matching Contribution will be made with respect to any deferred Award Gain for any Plan Year.

Periodically after June 14, 1999, the Employer may allocate amounts, in addition to those described in Section 3.02, to the Discretionary Employer Contribution Account of one or more Members. The amount contributed and the Members affected are wholly within the Employer's discretion.

The Committee will maintain:

(a) An Employer Nonqualified Matching Contribution Account to record the Participant's share of:

(i) The Employer Nonqualified Matching Contributions calculated under
Section 3.02, adjusted by the net income, gains or losses attributable to those amounts (Section 4.03); minus

(ii) Any distributions made from this Account.

(b) A Nonqualified Employee Deferral Account to record:

(i) The Participant's deferrals calculated under Section 3.01(a), adjusted by the net income, gains or losses attributable to those amounts (Section 4.03); minus

(ii) Any withdrawals or distributions made from this Account.

(c) An Award Deferral Account to record:

(i) The Participant's deferrals calculated under Section 3.01(b), adjusted by the net income, gains or losses attributable to those amounts (Section 4.03); minus

(ii) Any withdrawals or distributions made from this Account.

(d) A Discretionary Employer Contribution Account to record:

(i) The Discretionary Employer Contribution made under Section 3.03, if any, adjusted by the net income, gains or losses attributable to those contributions (Section 4.03); minus

(ii) Any distributions made from this Account.

(a) When completing an Enrollment Form, each Eligible Employee may direct that the deferrals made under Section 3.01 be allocated among one or more of three Distribution Accounts. These accounts are (i) an In-Service Distribution Account, that will be distributed under the terms of Section 6.02(a), (ii) an Education Distribution Account, that will be distributed under the terms of
Section 6.02(b) and (iii) a Retirement Distribution Account, that will be distributed under the terms of Section 6.02(c). This designation may be changed by filing a revised Enrollment Form with the Committee. Any change transferring previously allocated amounts from one Distribution Account to another will be effective only if the revised Enrollment Form is returned to the Committee at least 12 months and one day before the amount to be transferred otherwise would have been distributable under the terms of the most recent election. Any change affecting amounts to be deferred prospectively will be effective only with respect to deferrals made after the later of (iv) the date specified in the revised Enrollment Form or (v) the first day of the next Plan Year.

(b) If an Eligible Employee does not specify the Distribution Accounts to which his or her deferrals are to be allocated, the full value of his or her Accounts will be allocated to the Retirement Distribution Account.

(c) A Member's share of the Employer Nonqualified Matching Contribution Account and Discretionary Employer Contribution Account, if any, always will be allocated to his or her Retirement Distribution Account [Section 6.02(c)].

As of each Valuation Date, the fair market value of each Investment Fund will be calculated under Section 5.02. Any increase or decrease in the value of each Investment Fund, less associated administrative and other Plan expenses described in Section 7.07, will be allocated to the Accounts of each Member who invested in that fund since the preceding Valuation Date. This allocation will be based on (a) the value of the Investment Fund on the preceding Valuation Date and (b) the portion of that value comprised of the Member's Accounts.

Except as provided in the Trust Agreement, all deferrals, Employer Nonqualified Matching Contributions and Discretionary Employer Contributions will be held for the exclusive benefit of Members and their Beneficiaries and may not revert to any Group Member. However, any Employer Nonqualified Matching Contribution or Discretionary Employer Contribution that is made by a Group Member under a mistake of fact may be returned to the Group Member within one year after it is contributed to the Plan or, in the Group Member's discretion, may be applied to offset future Employer Nonqualified Matching Contributions or Discretionary Employer Contributions in any manner or combination that the Group Member elects.

The Committee will establish and maintain one or more Investment Funds that will be used to measure the value of each Member's Accounts. The Trustee will account for each Member's investment in each Investment Fund as if that investment had actually been made, although neither the Employer nor the Trustee is obliged to make the investment chosen by the Member. Each Member must select the Investment Fund or funds that will be used to measure the value of his or her Accounts by completing the appropriate section of the Enrollment Form. Rules and regulations relating to investment selections, including the frequency with which investment selections may be changed and the minimum percentage of a Member's Account that may be treated as invested in each Investment Fund, will be established, from time to time, by the Committee and announced to Members.

As of each Valuation Date, the Trustee will determine the actual market value of the Trust Fund and the value of each Investment Fund established by the Committee under Section 5.01. The value of each Investment Fund will be calculated as if it had been invested as directed by Members. The value of each Investment Fund will be allocated to Members' Accounts as provided in Section
4.03. If the value of the Trust Fund is greater than the combined values of all Investment Funds, the excess will be applied to reduce the Employer Nonqualified Matching Contributions for the current or next Plan Year or, at the Employer's discretion, may be allocated as a Discretionary Employer Contribution for that same period.

Subject to Section 6.02, Members' Accounts will be distributed at the earlier of
(a) the time the Member specifies in his or her Enrollment Form [Section 2.01(b)] or (b) the date the Member (i) dies (Section 6.03), (ii) becomes disabled (Section 6.04), (iii) incurs a financial hardship (Section 6.05) or
(iv) terminates employment with all Group Members.

Subject to Section 9.01, when completing an Enrollment Form, each Eligible Employee must specify the date that the vested value of his or her Accounts will be distributed and the portion of his or her Nonqualified Employee Deferral Account and Award Deferral Account that is to be allocated to each Distribution Account. Once made, this selection will continue to apply until it is changed, subject to the limitations described in Section 4.02. Nevertheless, amounts credited to a Member's Employer Nonqualified Matching Contribution Account and Discretionary Employer Contribution Account will always be credited to the Member's Retirement Distribution Account [see Section 6.02(c)]. Amounts allocated to a Distribution Account will be distributed under the following terms:

(a) IN-SERVICE DISTRIBUTION ACCOUNT. The value of amounts allocated to a Member's In-Service Distribution Account will be distributed on the earliest of the date the Member (i) specified in his or her Enrollment Form, (ii) dies (Section 6.03), (iii) becomes disabled (Section 6.04) or (iv) incurs a financial hardship (Section 6.05).

(b) EDUCATION DISTRIBUTION ACCOUNT. The value of amounts credited to a Member's Education Distribution Account will be distributed (i) beginning on the date specified by the Member in his or her Enrollment Form or (ii) on the earliest of the date the Member (A) dies (Section 6.03), (B) becomes disabled (Section 6.04) or (C) incurs a financial hardship (Section 6.05).

(c) RETIREMENT DISTRIBUTION ACCOUNT. The vested value of amounts credited to a Member's Retirement Distribution Account will be distributed beginning on the earlier of the date the Member (i) specifies in his or her Enrollment Form Notice, (ii) dies (Section 6.03), (iii) becomes disabled (Section 6.04), (iv) incurs a financial hardship (Section 6.05) or (v) terminates employment after reaching age 55 [Section 6.06(a)].

(d) FAILURE TO SPECIFY DISTRIBUTION ACCOUNT. A Member who fails to specify to which Distribution Account his Accounts will be allocated will be treated as having elected to have the full value of his Accounts allocated to a Retirement Distribution Account.

(e) EFFECT OF TERMINATION BEFORE AGE 55. Subject to Section 6.07, any amount credited to the Account of a Member who terminates employment with all Group Members before he or she reaches age 55 will be distributed in a single lump sum as soon as administratively possible after that termination occurs.

(f) MODIFICATION OF DISTRIBUTION DATES. A Member may change the distribution dates described in Sections 6.02(a), (b) and (c) but only if (i) he or she returns to the Committee a completed Enrollment Form specifying the new distribution date and the Distribution Account (or portion of that account) to which it relates, (ii) that completed Enrollment Form specifies a new distribution date and (iii) the Enrollment Form deferring the distribution date is returned to the Committee at least 12 months and one day before the previously specified distribution date.

The undistributed value of the Accounts established for a deceased Member will be paid to that Member's Beneficiary as of the Valuation Date following the Member's death. Any Beneficiary claiming a death benefit under the Plan must provide the Committee with satisfactory proof of the Member's death before any death benefit will be paid. Distributions from this account will be made in the form described in Section 6.06.

A Member who becomes disabled before terminating employment with all Group Members will receive a distribution of 100 percent of the undistributed value of his or her Accounts, determined as of the Valuation Date following the date of disability. A Member will be considered disabled on the date that it is established by a licensed physician selected by the Committee that he or she is not able to engage in any substantial gainful activity because of a medically determinable physical or mental impairment that is expected to result in death or to be of long, continued and indefinite duration. The Committee will consistently apply uniform principles when determining if a Member is disabled. Distributions from this account will be made in the form described in Section 6.06.

In its sole discretion, the Committee may distribute all or a portion of the vested value of a Member's Nonqualified Employee Deferral Account and Award Deferral Account before the date otherwise determined under Section 6.02 if the Committee decides that the Member has encountered a severe financial hardship. For these purposes, a Member will have incurred a "severe financial hardship" only if he or she needs an immediate distribution to meet a current and heavy financial expense associated with (a) a sudden or unexpected illness or accident incurred by the Member or a member of the Member's immediate family or (b) the loss of the Member's property due to casualty or other similar extraordinary and unforeseeable circumstance attributable to events beyond the Member's control. A distribution based on financial hardship (c) will be taken proportionately from each of his Distribution Accounts and (d) will not be larger than the smaller of
(i) the amount needed to meet the immediate financial need created by the hardship or (ii) the sum of the value of the Member's Nonqualified Employee Deferral Account and Award Deferral Account as of the most recent Valuation Date. Distributions from this account will be taken proportionately from each Distribution Account and will be made in the form described in Section 6.06.

Subject to Section 9.01:

(a) RETIREMENT DISTRIBUTION ACCOUNTS. All distributions made to a Member who terminates employment after reaching age 55 will be effective as of the Valuation Date immediately preceding the date the distribution is to be made and will be paid in the form the Member selected from among those described in the Enrollment Form. These distribution forms will be limited to (i) a single lump sum payment of the full value of the Member's Account or (ii) a series of monthly, quarterly or annual installments (whichever the Member selected) for a period

not longer than ten years. A Member may ask the Committee to change the form in which his or her benefit will be (or is being) distributed. This request must be made in writing and will be approved by the Committee only to the extent that it affects distributions made more than 12 months after the date that request is received by the Committee. The amount to be distributed will be taken proportionately from each Distribution Account.

(b) Subject to Section 6.02(e), all distributions from a Member's Education Distribution Account will be made in five annual installments beginning on the date specified by the Member in his or her Deferral Notice. However, a Member may specify that distributions from an Education Distribution Account will be paid in a lump sum on the date specified in the Enrollment Form or in fewer than five annual installments. A Member may change the form of distribution by returning a completed Enrollment Form to the Committee specifying the revised distribution form but only if this Enrollment Form is returned to the Committee at least 12 months and one day before the distribution from this account is to be made under the terms of an earlier election. Also, if a Member terminates employment before age 55, any unpaid balance credited to his or her Education or In-Service Distribution Accounts will be distributed as a lump sum as soon as administratively possible after termination occurs.

(c) OTHER DISTRIBUTIONS OR WITHDRAWALS. All other distributions or withdrawals (including those made to a Member who terminates employment with all Group Members before reaching age 55) will be effective as of the Valuation Date immediately preceding the date the distribution is to be made. The appropriate amount will be taken from the Member's Distribution Account as of that Valuation Date and, subject to Section 6.07, paid to the Member in a single lump sum.

(d) FULL DISCHARGE. Once a Member's Accounts have been fully distributed, the Corporation, all Group Members and the Plan will have no further liability to the Member or, if appropriate, to his or her Beneficiary.

(a) The benefit payable under the Plan to any Member who is actively employed by a Group Member after December 31, 2001, will equal 100 percent of the value of his or her Nonqualified Employee Deferral Account and Award Deferral Account and the vested portion of his or her Employer Nonqualified Matching Contribution Account and Discretionary Employer Contribution Account.

(b) Subject to paragraph (d) of this section and Section 9.01, a Member will be vested in amounts credited to his or her Employer Nonqualified Matching Contribution Account and, unless the Employer specifies otherwise when the Discretionary Employer Contribution is made, the undistributed value of his or her Discretionary Employer Contribution Account, if any, under the following table:

YEARS OF VESTING SERVICE WHEN PARTICIPANT
          TERMINATES EMPLOYMENT                     VESTED PERCENTAGE
-----------------------------------------           -----------------
                    1                                      0
                    2                                     20
                    3                                     40
                    4                                     60
                    5                                     80
                    6                                    100

(c) Subject to paragraph (d) of this section and Section 9.01, a Member will be fully vested in amounts credited to his or her 2000 Account on the later of reaching age 55 and completing at least six Years of Vesting Service. Except as provided in Section 6.07(d)(ii), a Member who terminates employment before reaching age 55 and completing at least six Years of Vesting Service will forfeit all amounts allocated to his or her 2000 Account.

(d) (i) Regardless of his or her Years of Vesting Service, a Member will be fully vested in his or her Employer Nonqualified Matching Contribution Account and, unless the Employer specifies otherwise when the Discretionary Employer Contribution is made, the undistributed value of his or her Discretionary Employer Contribution Account, if any, at the earliest of (A) age 55, (B) the date the Member dies or (C) the date the Committee concludes that the Member is disabled.

(ii) Regardless of his or her Years of Vesting Service, a Member will be fully vested in his or her 2000 Account on the earliest of (A) the date the Member dies or (B) the date the Committee concludes that the Member is disabled.

(iii) Subject to any limitation imposed under a Change Agreement, if, within 36 months after a Change in Control, (A) the Plan is terminated and not replaced with a similar program providing comparable benefits and features or (B) with respect to a Member who is a party to a Change Agreement, an event occurs that generates a change in control payment under that Member's Change Agreement, that Member will be fully vested in all his or her Accounts.

(e) Any Forfeitures arising by application of the vesting schedule described in paragraph (b) will be applied to reduce future Employer Nonqualified Matching Contributions or, at the Employer's discretion, to reduce future Discretionary Employer Contributions.

(f) The Vested Percentage of Members whose employment with all Group Members ended before the Effective Date of this second amendment and restatement will be determined on the basis of Plan terms (including the vesting provisions) in effect on the date their employment terminated.

The Committee will apprise the Trustee, in writing, of the form in which payments are to be made under the Plan and the date they are to be paid. Benefit distributions will begin as soon as practicable after the Trustee receives that written notice from the Committee, but not later than 60 days after the date the benefit became payable.

The Board of Directors will appoint a committee of at least three persons to administer the Plan. A Committee member may resign at any time by sending written notice to the Board specifying the effective date of his or her termination (which must always be prospective). Vacancies in the Committee will be filled by the Board as the need arises. Also, in its sole discretion, the Board may remove any Committee member at any time by giving written notice of removal to the affected Committee member and specifying the effective date of that action (which must always be prospective).

The Committee is fully empowered to exercise complete discretion to administer the Plan and to construe and apply all of its provisions. The Committee may delegate any of its powers and duties to any other person or organization. These powers and duties include:

(a) Deciding which employees are Eligible Employees, which of them may participate in the Plan, the extent of their Years of Vesting Service and the value of their benefit;

(b) Resolving disputes that may arise with regard to the rights of Eligible Employees, Members and their legal representatives or Beneficiaries under the terms of the Plan. Subject to Section 7.08, the Committee's decisions in these matters will be final in each case;

(c) Obtaining from each Group Member, Member and Beneficiary information that the Committee needs to determine any Member's or Beneficiary's rights and benefits under the Plan. The Committee may rely conclusively upon any information furnished by a Group Member, a Member or Beneficiary;

(d) Compiling and maintaining all records it needs to administer the Plan;

(e) Upon request, furnishing each Employer with reasonable and appropriate reports of its administration of the Plan;

(f) Authorizing the Trustee to distribute all benefits that are payable under the Plan;

(g) Engaging legal, administrative, actuarial, investment, accounting, consulting and other professional services that the Committee believes are necessary and appropriate;

(h) Adopting rules and regulations for the administration of the Plan that are not inconsistent with the terms of the Plan; and

(i) Doing and performing any other acts provided for in the Plan.

The Committee may act at a meeting, or in writing without a meeting, by the vote or assent of a majority of its members. The Committee will appoint one of its members to act as a secretary to record all Committee actions. The Committee also may authorize one or more of its members to execute papers and perform other ministerial duties on behalf of the Committee.

No member of the Committee may participate in any Committee action that directly affects that member's individual interest in the Plan. These matters will be determined by a majority of the remainder of the Committee.

(a) The Corporation will indemnify and hold harmless any Committee member or employee who performs services to or on behalf of the Plan ("Indemnified Party") against all liabilities and all reasonable expenses (including attorney fees and amounts paid in settlement other than to any Group Member) incurred or paid in connection with any threatened or pending action, suit or proceeding brought by any party in connection with the Plan. However, this indemnification will not extend to any Indemnified Party whose conduct in connection with the Plan is found to have been grossly negligent or wrongful. This determination will be based on any final judgment rendered in connection with the action, suit or proceeding complaining of the conduct or its effect or, if no final judgment is rendered, by a majority of the Board of Directors or by independent counsel to whom the Board of Directors has referred the matter.

(b) The obligations under this section may be satisfied, in the Corporation's discretion, through the purchase of a policy or policies of insurance providing equivalent protection.

Subject to Section 7.08, any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Members and upon all persons claiming any rights hereunder including Beneficiaries.

(a) Committee members will not be separately compensated for their services as Committee members. However, the Corporation will reimburse Committee members for all appropriate expenses they incur while carrying out their Plan duties.

(b) The compensation or fees of accountants, counsel and other specialists and any other costs of administering the Plan or Trust Fund will be charged to the Trust Fund unless paid by

the Corporation or allocated among Employers. Also, the Corporation or a Group Member may advance funds to the Trust to meet these fees and expenses and may seek subsequent reimbursement for these amounts but only if (i) before the advance is made, the Corporation or Group Member apprises the Committee that reimbursement will be requested and (ii) reimbursement is requested in writing received by the Committee before the end of the Plan Year during which the advance was made.

(a) FILING CLAIMS. Any Member or Beneficiary who believes that he or she is entitled to an unpaid Plan benefit may file a claim with the Committee.

(b) NOTIFICATION TO CLAIMANT. If a claim is wholly or partially denied, the Committee will send a written notice of denial to the claimant. This notice must be written in a manner calculated to be understood by the claimant and must include:

(i) The specific reason or reasons for which the claim was denied;

(ii) Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the claim;

(iii) A description of any additional material or information that the claimant may file to perfect the claim and an explanation of why this material or information is necessary; and

(iv) A description of the steps the claimant may take to appeal an adverse determination.

The Committee will render its decision within 90 days of receiving a benefit claim. However, if special circumstances (such as the need for additional information) require additional time, this decision will be rendered as soon as possible, but not later than 180 days after receipt of the claim and only if the Committee notifies the claimant, in writing, that it needs more time to review a claim and why that additional time is needed. If the Committee does not issue its decision within this period, the claim will be deemed to have been denied.

(c) REVIEW PROCEDURE. If a claim has been wholly or partially denied, the affected claimant, or his or her authorized representative may:

(i) Request that the Committee reconsider its initial denial by filing a written appeal no more than 60 days after receiving written notice that all or part of the initial claim was denied;

(ii) Review pertinent documents and other material upon which the Committee relied when denying the initial claim; and

(iii) Submit a written description of the reasons for which the claimant disagrees with the Committee's initial adverse decision.

An appeal of an initial denial of benefits and all supporting material must be made in writing and directed to the Committee. The Committee is solely responsible for reviewing all benefit claims and appeals and taking all appropriate steps to implement its decision.

The Committee's decision on review will be sent to the claimant in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the appeal.

The Committee will render its decision within 60 days of receiving a benefit appeal. However, if special circumstances (such as the need to hold a hearing on any matter pertaining to the denied claim) require additional time, this decision will be rendered as soon as possible, but not later than 120 days after receipt of the claimant's written appeal and only if the Committee notifies the claimant, in writing, that it needs more time to review an appeal and why that additional time is needed. If the Committee does not issue its decision within this period, the claim will be deemed to have been denied.

The Corporation may modify, alter or amend the Plan at any time. However, no amendment may affect any Member's or Beneficiary's vested rights accrued under the Plan before the effective date of that amendment. If an amendment heightens the vesting conditions described in Section 6.07(b), each Member having three or more Years of Vesting Service may elect to have his or her vested rights computed without regard to that amendment, but only if the Member files a written election to this effect with the Committee during the period beginning on the date the amendment is adopted and ending on the later of (a) 60 days after the date the amendment is adopted; (b) 60 days after the amendment is effective or (c) 60 days after the Member is issued a written notice of the amendment.

The Board of Directors, an executive committee of the Board of Directors or other Board committee or any executive officer to which or to whom the Board of Directors delegates discretionary authority over the Plan may exercise the Corporation's right to amend the Plan.

The Corporation may terminate the Plan in whole or in part at any time by written action of its Board of Directors. Each Member affected by a full or partial Plan termination or by a complete discontinuance of contributions will be 100 percent vested in the value of all of his or her Accounts. Also, the Committee may (a) distribute an affected Member's Accounts at the time

the Plan terminates or partially terminates, even if this date is earlier than the date benefits otherwise would be distributed under Article VI or (b) hold those benefits until they are otherwise payable under the terms of the Plan.

If the Plan is merged into or consolidated with any other plan, each affected Member will be entitled to a benefit immediately after the merger, consolidation or transfer (determined as if the surviving plan had then terminated) at least equal to the benefit he or she had accrued immediately before the merger or consolidation (determined as if the Plan terminated immediately before that merger or consolidation).

If any Employer dissolves into, reorganizes, merges into or consolidates with another business entity, provision may be made by which the successor will continue the Plan and Trust, in which case the successor will be substituted for the Employer under the terms and provisions of this Plan and the Trust Agreement. The substitution of the successor for the Employer will constitute an assumption by the successor of all Plan liabilities and the successor will have all of the powers, duties and responsibilities of the Employer under the Plan.

Notwithstanding any Plan provision to the contrary, the Plan constitutes an unfunded, unsecured promise by each Employer to pay only those benefits that are accrued by Members under the terms of the Plan. Neither the Corporation nor any Group Member will segregate any assets into a fund established exclusively to pay Plan benefits unless the Corporation, in its sole discretion, establishes a trust for the purpose of holding assets from which all or part of a Plan benefit may be paid. Neither the Corporation nor any other Group Member is liable for the payment of Plan benefits that are actually paid from a trust established for that purpose. However, the Corporation (and each Group Member) are obliged to pay any benefits not paid from any trust. Also, Members, Beneficiaries and other persons claiming a Plan benefit through them have only the rights of general unsecured creditors and do not have any interest in or right to any specific asset of any Group Member. Nothing in this Plan constitutes a guaranty by the Corporation, any Group Member or any other entity or person that their assets will be sufficient to pay Plan benefits.

The Plan is purely voluntary on the part of each Employer; neither the establishment of the Plan nor any amendment to it nor the creation of any fund or account nor the payment of any benefits may be construed as giving any person
(a) a legal or equitable right against any Group Member, the Trustee or the Committee other than those specifically granted under the Plan or conferred by affirmative action of the Committee or any Group Member in a manner that is consistent with the

terms and provisions of this Plan or (b) the right to be retained in the service of any Group Member. All Members remain subject to discharge to the same extent as though this Plan had not been established.

The right of a Member, Beneficiary or any other person to receive Plan benefits may not be assigned, transferred, pledged or encumbered except as provided in the Member's Beneficiary designation, by will or by applicable laws of descent and distribution. Any attempt to assign, transfer, pledge or encumber a Plan benefit will be null and void and of no legal effect.

Any Plan benefit payable to a Member or Beneficiary who is declared incompetent will be paid to the guardian, conservator or other person legally charged with the care of his or her person or estate. Also, if the Committee, in its sole discretion, concludes that a Member or Beneficiary is unable to manage his or her financial affairs, the Committee may, but is not required to, direct the Employer or Trustee to distribute Plan benefits to any one or more of his or her Spouse, lineal ascendants or descendants or other close living relatives of the Member or Beneficiary who demonstrates to the satisfaction of the Committee the propriety of those distributions. Any payment made under this section will completely discharge the Plan's liability with respect to that payment. The Committee is not required to see to the application of any distribution made to any person.

Each Member is obliged to keep the Committee apprised of his or her current mailing address and that of his or her Beneficiary. The Committee's obligation to search for any Member or Beneficiary is limited to sending a registered or certified letter to the Member's or Beneficiary's last known address. Any amounts credited to the Accounts of any Member or Beneficiary who does not file a claim for benefits with the Committee will be forfeited no later than 12 months after benefits are otherwise payable and applied to reduce future Employer Nonqualified Matching Contributions. However, this forfeited benefit will be restored and paid if the Committee subsequently approves a claim for benefits under the procedures described in Section 7.08.

Nothing in the Plan, expressed or implied, is intended or may be construed as conferring upon or giving to any person, firm or association (other than Group Members, Members, their Beneficiaries and their successors in interest) any right, remedy or claim under or by reason of this Plan.

If any provision of this Plan is held to be illegal or invalid for any reason, the Plan will be construed and enforced as if the offending provision had not been included in the Plan.

However, that determination will not affect the legality or validity of the remaining parts of this Plan.

This Plan may be executed in any number of counterparts, each of which will be deemed to be an original.

The Plan will be governed by and construed in accordance with the laws of the United States and, to the extent applicable, the laws of Ohio.

BOB EVANS FARMS, INC.

                               By: /s/ Stewart Owens
                                   ---------------------------------------

                               Print Name: Stewart Owens
                                           -------------------------------

                               Title: Chairman, President, CEO
                                      ------------------------------------

Date: 5/01/02
      --------

Name:

Soc. Sec. No.: Date of Birth:

Effective Date (may not be earlier than the first day of the Plan Year starting after this notice is returned to the Committee): ________________

NOTE: (I) THE ELECTIONS YOU MAKE BY COMPLETING THIS FORM WILL REMAIN IN EFFECT UNTIL CHANGED OR REVOKED. HOWEVER, ANY CHANGE WILL NOT BE EFFECTIVE UNTIL THE FIRST DAY OF THE PLAN YEAR THAT BEGINS AFTER THE REVISED BONUS DEFERRAL NOTICE IS DELIVERED TO THE COMMITTEE.

(i)The maximum amount that may be deferred is (salary) 25 percent of your regular cash compensation (i.e., the amount shown on your IRS Form W-2 minus any non-cash earnings-such as the taxable value of fringe benefits) plus
(ii) (bonus) 100 PERCENT OF YOUR BONUS, MINUS (iii) THE MAXIMUM AMOUNT THAT "HIGHLY COMPENSATED EMPLOYEES" AS A GROUP MAY DEFER TO THE BOB EVANS FARMS, INC. & AFFILIATES 401k RETIREMENT PLAN. The Plan Committee can help you calculate the maximum amount you may defer for each year.

You may defer a portion of your salary by completing a separate form called the "Bob Evans Farms, Inc. and Affiliates Executive Deferral Program - Salary Deferral Form" and as much as 100 percent of your Award Gain (as defined in the Plan) you otherwise would receive upon the exercise or distribution of any Award (as defined in the Plan) by completing a separate form called the "Bob Evans Farms and Affiliates Executive Deferral Program - Award Deferral Notice." Salary deferral forms will be provided to you prior to the beginning of the calendar year. Forms for your award gain will be provided prior to the beginning of the fiscal year.

(Your current bonus deferral percentage is _____________________)
In accordance with the provisions of the Bob Evans Farms,Inc. and Affiliates Executive Deferral Program (the "Plan") and subject to the limits described in the Plan, I elect to defer_______% of my Fiscal Year End Bonus (as defined in the Plan).

X___________________________ X________________________________________
Date Signature

Received by Committee on: ________________ By: ________________________________

EDA_____________   IDA______________  RDA______________

MTD_____________   MTD______________   MTD_____________

MOP_____________   MOP______________   MOP_____________

IFC_____________   IFC______________  IFC______________

Name:

Soc.Sec.No.: Date of Birth:

Eligibility Date: ____________

Enrollment Date (may not be earlier than Eligibility Date): __________

Note: The elections you make by completing this form will remain in effect until changed or revoked.

(i) If you want to change any one of the elections you make when completing this form, you must complete and deliver to the Committee a new Enrollment Form completing only those sections you want to change.

(ii) Any change (other than to name a new Beneficiary - Section 6) will not be effective until the first day of the Plan Year that begins after the revised Enrollment Form is delivered to the Committee.

(iii) If you suspend your deferrals by completing Section 5, (A) your election to suspend will not be effective until the first day of the Plan Year that begins after you return a completed Enrollment Form to the Committee and (B) you may not participate in the Plan again until you complete and return to the Committee a new Enrollment Form and then only if the committee agrees that you are eligible to participate in the Plan on that date. Also, your deferrals will automatically be suspended for any period that your pre-tax deferrals are suspended under the Bob Evans Farms. Inc. and Affiliates 401K Retirement Plan.

PART A ELECTION TO PARTICIPATE

Complete this portion of this form if you decide to participate in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part B of this form if you do not want to participate in this program.

1. DISTRIBUTION ACCOUNTS BONUS DEFERRAL.

I direct that amounts attributable to my deferrals be allocated to the following Distribution Accounts:

Note: (i) If you do not complete this portion of the form, 100 percent of your Plan Accounts will be allocated to your Retirement Distribution Account.

(ii) The percentages allocated to all accounts may never be larger than 100 percent.

(iii) Regardless of the election you make under this Section, your Plan benefit will be distributed as a lump sum if you terminate employment before reaching age 55.

(iv) All amounts attributable to your share of the Employer's contributions will be allocated to your Retirement Distribution Account

_______% to an EDUCATION DISTRIBUTION ACCOUNT, to be distributed on (i) the earlier of the date (a) I die, (b) become disabled or (c) incur a financial hardship, or, (ii) in (number of annual payments not to exceed five years) _______ substantially equal installments beginning on (year) ____________ , OR one lump sum to be distributed on (year) ____________ .

This amount will be invested in (check one):

_______the Income Fund; _______the Income Growth Fund; or _______the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

_______% to an IN-SERVICE DISTRIBUTION ACCOUNT, to be distributed in a lump sum on the earlier of the date (i) I die, (ii) become disabled,
(iii) incur a financial hardship, or (iv) (year) __________.

This amount will be invested in (check one):

________the Income Fund; ________the Income Growth Fund; or ________the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

_______% to a RETIREMENT DISTRIBUTION ACCOUNT, to be distributed on (i) the earlier of the date (a) I die, (b) become disabled or (c) incur a financial hardship, or, if later, (ii) the date (a) I terminate employment prior to reaching age 55, or (b) (year) ____________.

Note: The earliest date that may be inserted in the space provided immediately above is the date you reach age 55 and complete six years of vesting service. Also, the date you insert will apply to the entire amount credited to your Retirement Account (i.e., you may select only one distribution date for your Retirement Account).

This amount will be invested in (check one):

_______the Income Fund; _______the Income Growth Fund; or _______the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

2. METHOD OF PAYMENT (RETIREMENT DISTRIBUTION ACCOUNT).

(a) I understand that payments from my In-Service Distribution Account will be made in a single lump sum at the time indicated in Section 1, payments from my Education Distribution Account will be made in five annual installments or a single lump sum, and that I will receive a lump sum payment of all amounts credited to my accounts if I terminate employment before reaching age 55.

(b) I choose to receive payments from my Retirement Distribution Account in (check one):

(i) _______ one lump sum; or

(ii) _______ substantially equal monthly installments over _______ years; or

(iii) _______ substantially equal quarterly installments over _______ years; or

(iv) _______ substantially equal annual installments over _______ years

*Periodic payments may not be paid out in excess of ten years.

3. INVESTMENT OF ACCOUNTS. Earnings on my Accounts will be calculated as described in separate material distributed by the Committee.

4. ACKNOWLEDGMENT.

I acknowledge that (i) the Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees (as defined in the Employee Retirement Income Security Act of 1974, as amended) and that I have no right or claim to receive amounts credited to my Accounts other than those specifically granted by the terms of the Plan and (ii) I am solely responsible for ensuring that the Committee's files contain my current mailing address and that of my Beneficiary.

X_________________________ X________________________________________
Date Signature

Received by Committee on: ____________ By: ________________________________

5. SUSPENSION OF DEFERRALS.

I elect to suspend all deferrals to the Plan. In doing so, I understand that (i) this election will not be effective until the first day of the Plan Year that begins after this election is delivered to the Committee and will not accelerate the date on which any Plan benefits are payable, (ii) I am still responsible for directing the investment of my Accounts and (iii) I may not again participate in the Plan until the later of the date (A) I deliver to the Committee a completed Enrollment Form or (B) the date that the Committee decides that I may resume participation.

This election supersedes any earlier Enrollment Form I may have completed. This election can be revoked or modified only by returning to the Committee a completed version of this from specifying the revised rate of deferral.

X_________________________          X________________________________________
Date                                Signature

Received by Committee on: _____________  By: ________________________________

PART B WAIVER OF PARTICIPATION

Complete this portion of this form if you decide not to participate in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part A of this form if you want to participate in this program.

I elect to waive participation in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Plan. In doing so, I understand that I will not earn a benefit under this program unless I revoke this waiver and complete Part A of this form at a time that I am eligible to participate in the Plan.

X_________________________ X________________________________________
Date Signature

Received by Committee on: ____________ By: ________________________________

Name:

Soc. Sec. No.: Date of Birth:

Effective Date (may not be earlier than the first day of the Plan Year starting after this notice is returned to the Committee): _________________________

Note: (I) the elections you make by completing this form will remain in effect until changed or revoked. However, any change will not be effective until the first day of the Plan Year that begins after the revised Salary Deferral Notice is delivered to the Committee.

(i) The maximum amount that may be deferred is 25 percent of your regular cash compensation (i.e., the amount shown on your IRS Form W-2 minus any non-cash earnings-such as the taxable value of fringe benefits) plus (ii) 100 percent of your bonus, minus (iii) the maximum amount that "highly compensated employees" as a group may defer to the Bob Evans Farms, Inc. & Affiliates 401k Retirement Plan. The Plan Committee can help you calculate the maximum amount you may defer for each year.

You may defer all or a portion of your bonus by completing a separate form called the "Bob Evans Farms, Inc. and Affiliates Executive Deferral Program - Bonus Deferral Form" and as much as 100 percent of your Award Gain (as defined in the Plan) you otherwise would receive upon the exercise or distribution of any Award (as defined in the Plan) by completing a separate form called the "Bob Evans Farms and Affiliates Executive Deferral Program- Award Deferral Notice". Both of these forms will be provided to you prior to the beginning of the fiscal year.

(Your current  deferral  percentage is ____%.
In accordance with the provisions of the Bob Evans Farms,  Inc.
and  Affiliates  Executive  Deferral  Program (the "Plan")  and

subject to the limits described in the Plan, I elect to defer _______% of my regular Compensation (as defined in the Plan).

X_________________________          X________________________________________
Date                                Signature

Received by Committee on: _____________  By: ________________________________

--------------------------------------------------------------------------------

EDA_____________      IDA______________     RDA_____________

MTD_____________      MTD_____________      MTD_____________

MOP_____________      MOP_____________      MOP_____________

IFC______________     IFC______________     IFC______________

Name:

Soc. Sec. No.: Date of Birth:

Eligibility Date: _________________________

Enrollment Date (may not be earlier than Eligibility Date): _________________

Note: The elections you make by completing this form will remain in effect until changed or revoked.

(i) If you want to change any one of the elections you make when completing this form, you must complete and deliver to the Committee a new Enrollment Form completing only those sections you want to change.

(ii) Any change (other than to name a new Beneficiary - Section 4) will not be effective until the first day of the Plan Year that begins after the revised Enrollment Form is delivered to the Committee.

(iii) If you suspend your deferrals by completing Section 6, (A) your election to suspend will not be effective until the first day of the Plan Year that begins after you return a completed Enrollment Form to the Committee and (B) you may not participate in the Plan again until you complete and return to the Committee a new Enrollment Form and then only if the committee agrees that you are eligible to participate in the Plan on that date. Also, your deferrals will automatically be suspended for any period that your pre-tax deferrals are suspended under the Bob Evans Farms. Inc. and Affiliates 401K Retirement Plan.

PART A ELECTION TO PARTICIPATE

Complete this portion of this form if you decide to participate in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part B of this form if you do not want to participate in this program.

1. DISTRIBUTION ACCOUNTS SALARY DEFERRAL.

I direct that amounts attributable to my deferrals be allocated to the following Distribution Accounts:

Note: (i) If you do not complete this portion of the form, 100 percent of your Plan Accounts will be allocated to your Retirement Distribution Account.

(ii) The percentages allocated to all accounts may never be larger than 100 percent.

(iii) Regardless of the election you make under this Section, your Plan benefit will be distributed as a lump sum if you terminate employment before reaching age 55.

(iv) All amounts attributable to your share of the Employer's contributions will be allocated to your Retirement Distribution Account.

_______% to an EDUCATION DISTRIBUTION ACCOUNT, to be distributed on (i) the earlier of the date (a) I die, (b) become disabled or (c) incur a financial hardship, or, (ii) in (number of annual payments not to exceed five years) _______ substantially equal installments beginning on (year) ____________ , OR one lump sum to be distributed on (year) ____________ .

This amount will be invested in (check one):

_______the Income Fund; _______the Income Growth Fund; or _______the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

_______% to an IN-SERVICE DISTRIBUTION ACCOUNT, to be distributed in a lump sum on the earlier of the date (i) I die, (ii) become disabled,
(iii) incur a financial hardship, or (iv) (year) __________.

This amount will be invested in (check one):

________the Income Fund; ________the Income Growth Fund; or ________the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

_______% to a RETIREMENT DISTRIBUTION ACCOUNT, to be distributed on (i) the earlier of the date (a) I die, (b) become disabled or (c) incur a financial hardship, or, if later, (ii) the date (a) I terminate employment prior to reaching age 55, or (b) (year) ____________.

Note: The earliest date that may be inserted in the space provided immediately above is the date you reach age 55 and complete seven years of vesting service. Also, the date you insert will apply to the entire amount credited to your Retirement Account (i.e., you may select only one distribution date for your Retirement Account).

This amount will be invested in (check one):

_______the Income Fund; _______the Income Growth Fund; or _______the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

2. METHOD OF PAYMENT (RETIREMENT DISTRIBUTION ACCOUNT).

(a) I understand that payments from my In-Service Distribution Account will be made in a single lump sum at the time indicated in Section 1, payments from my Education Distribution Account will be made in five annual installments or a single lump sum, and that I will receive a lump sum payment of all amounts credited to my accounts if I terminate employment before reaching age 55.

(b) I choose to receive payments from my Retirement Distribution Account in (check one):

(i) _______ one lump sum; or

(ii) _______ substantially equal monthly installments over _______ years; or

(iii) _______ substantially equal quarterly installments over _______ years; or

(iv) _______ substantially equal annual installments over _______ years

*Periodic payments may not be paid out in excess of ten years.

3. INVESTMENT OF ACCOUNTS.

Earnings on my Accounts will be calculated as described in separate material distributed by the Committee.

4. ACKNOWLEDGMENT.

I acknowledge that (i) the Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees (as defined in the Employee Retirement Income Security Act of 1974, as amended) and that I have no right or claim to receive amounts credited to my Accounts other than those specifically granted by the terms of the Plan and (ii) I am solely responsible for ensuring that the Committee's files contain my current mailing address and that of my Beneficiary.

X_________________________ X________________________________________
Date Signature

Received by Committee on: ____________ By: ________________________________

5. SUSPENSION OF DEFERRALS.

I elect to suspend all deferrals to the Plan. In doing so, I understand that (i) this election will not be effective until the first day of the Plan Year that begins after this election is delivered to the Committee and will not accelerate the date on which any Plan benefits are payable, (ii) I am still responsible for directing the investment of my Accounts and (iii) I may not again participate in the Plan until the later of the date (A) I deliver to the Committee a completed Enrollment Form or (B) the date that the Committee decides that I may resume participation.

This election supersedes any earlier Enrollment Form I may have completed. This election can be revoked or modified only by returning to the Committee a completed version of this from specifying the revised rate of deferral.

X_________________________          X________________________________________
Date                                Signature

Received by Committee on: _____________  By: ________________________________

PART B WAIVER OF PARTICIPATION

Complete this portion of this form if you decide not to participate in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part A of this form if you want to participate in this program.

I elect to waive participation in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Plan. In doing so, I understand that I will not earn a benefit under this program unless I revoke this waiver and complete Part A of this form at a time that I am eligible to participate in the Plan.

X_________________________ X________________________________________
Date Signature

Received by Committee on: ____________ By: ____________________________

Name:

Soc. Sec. No.: Date of Birth:

Effective Date (may not be earlier than the first day of the Plan Year starting after this notice is returned to the Committee): _______________________

NOTE: (I) THE ELECTIONS YOU MAKE BY COMPLETING THIS FORM WILL REMAIN IN EFFECT UNTIL CHANGED OR REVOKED. HOWEVER, ANY CHANGE WILL NOT BE EFFECTIVE UNTIL THE FIRST DAY OF THE PLAN YEAR THAT BEGINS AFTER THE REVISED AWARD DEFERRAL NOTICE IS DELIVERED TO THE COMMITTEE.

(ii) You may defer as much as 100 percent of your Award Gain (as defined in the Plan) you otherwise would receive upon the exercise or distribution of any Award (as defined in the Plan). The Plan Committee can help you calculate the maximum amount you may defer for each year.

(iii) You may defer (A) a portion of your "salary" by completing a separate form called the "Bob Evans Farms, Inc. and Affiliates Executive Deferral Program - Salary Deferral Form" and (B) a portion of your "bonus" by completing a separate form called the "Bob Evans Farms, Inc. and Affiliates Executive Deferral Program
- Bonus Deferral Notice. Salary deferral forms will be provided to you prior to the beginning of the calendar year. Bonus deferral forms will be provided prior to the beginning of the fiscal year.

(Your current Award deferral percentage is In accordance with the provisions of the Bob Evans Farms, Inc. and Affiliates Executive Deferral Program (the "Plan") and subject to the limits described in the Plan, I elect to defer _______% of my Award Gain (as defined in the Plan).

X_________________________          X________________________________________
Date                                Signature

Received by Committee on: _____________  By: ________________________________


--------------------------------------------------------------------------------
For Office Use Only:
--------------------

EDA_____________                    IDA_____________          RDA_____________

MTD_____________                    MTD_____________          MTD_____________

MOP_____________                    MOP_____________          MOP_____________

IFC_____________                    IFC____________           IFC_____________

Name:

Soc. Sec. No.: Date of Birth:

Eligibility Date: _________________

Enrollment Date (may not be earlier than Eligibility Date): ____________

Note: The elections you make by completing this form will remain in effect until changed or revoked.

(i) If you want to change any one of the elections you make when completing this form, you must complete and deliver to the Committee a new Enrollment Form completing only those sections you want to change.

(ii) Any change (other than to name a new Beneficiary - Section 6) will not be effective until the first day of the Plan Year that begins after the revised Enrollment Form is delivered to the Committee.

(iii) If you suspend your deferrals by completing Section 5, (A) your election to suspend will not be effective until the first day of the Plan Year that begins after you return a completed Enrollment Form to the Committee and (B) you may not participate in the Plan again until you complete and return to the Committee a new Enrollment Form and then only if the committee agrees that you are eligible to participate in the Plan on that date. Also, your deferrals will automatically be suspended for any period that your pre-tax deferrals are suspended under the Bob Evans Farms. Inc. and Affiliates 401K Retirement Plan.

PART A ELECTION TO PARTICIPATE

Complete this portion of this form if you decide to participate in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part B of this form if you do not want to participate in this program.

1. DISTRIBUTION ACCOUNTS AWARD GAIN DEFERRAL.

I direct that amounts attributable to my deferrals be allocated to the following Distribution Accounts:

Note: (i) If you do not complete this portion of the form, 100 percent of your Plan Accounts will be allocated to your Retirement Distribution Account.

(ii) The percentages allocated to all accounts may never be larger than 100 percent.

(iii) Regardless of the election you make under this Section, your Plan benefit will be distributed as a lump sum if you terminate employment before reaching age 55.

_______% to an EDUCATION DISTRIBUTION ACCOUNT, to be distributed on (i) the earlier of the date (a) I die, (b) become disabled or (c) incur a financial hardship, or, (ii) in (number of annual payments not to exceed five years) _______ substantially equal installments beginning on (year) ____________ , OR one lump sum to be distributed on (year) ____________.

This amount will be invested in (check one):

_______the Income Fund; _______the Income Growth Fund; or _______the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

_______% to an IN-SERVICE DISTRIBUTION ACCOUNT, to be distributed in a lump sum on the earlier of the date (i) I die, (ii) become disabled,
(iii) incur a financial hardship, or (iv) (year) __________.

This amount will be invested in (check one):

________the Income Fund; ________the Income Growth Fund; or ________the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

_______% to a RETIREMENT DISTRIBUTION ACCOUNT, to be distributed on (i) the earlier of the date (a) I die, (b) become disabled or (c) incur a financial hardship, or, if later, (ii) the date (a) I terminate employment prior to reaching age 55, or (b) (year) ____________.

Note: The earliest date that may be inserted in the space provided immediately above is the date you reach age 55 and complete six years of vesting service. Also, the date you insert will apply to the entire amount credited to your Retirement Distribution Account (i.e., you may select only one distribution date for your Retirement Distribution Account).

This amount will be invested in (check one):

_______the Income Fund; _______the Income Growth Fund; or _______the Growth Fund

Note: You may elect only one investment fund for amounts credited to this Distribution Account.

2. METHOD OF PAYMENT (RETIREMENT DISTRIBUTION ACCOUNT).

(a) I understand that payments from my In-Service Distribution Account will be made in a single lump sum at the time indicated in Section 1, payments from my Education Distribution Account will be made in five annual installments or a single lump sum, and that I will receive a lump sum payment of all amounts credited to my Accounts if I terminate employment before reaching age 55.

(b) I choose to receive payments from my Retirement Distribution Account in (check one):

(i) _______ one lump sum; or

(ii) _______ substantially equal monthly installments over _______ years; or

(iii) _______ substantially equal quarterly installments over _______ years; or

(iv) _______ substantially equal annual installments over _______ years

*Periodic payments may not be paid out in excess of ten years.

3. INVESTMENT OF ACCOUNTS. Earnings on my Accounts will be calculated as described in separate material distributed by the Committee.

4. ACKNOWLEDGMENT.

I acknowledge that (i) the Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees (as defined in the Employee Retirement Income Security Act of 1974, as amended) and that I have no right or claim to receive amounts credited to my Accounts other than those specifically granted by the terms of the Plan and (ii) I am solely responsible for ensuring that the Committee's files contain my current mailing address and that of my Beneficiary.

X_________________________          X________________________________________
Date                                                  Signature

Received by Committee on: _____________  By: ________________________________

5. SUSPENSION OF DEFERRALS.

I elect to suspend all deferrals to the Plan. In doing so, I understand that (i) this election will not be effective until the first day of the Plan Year that begins after this election is delivered to the Committee and will not accelerate the date on which any Plan benefits are payable, (ii) I am still responsible for directing the investment of my Accounts and (iii) I may not again participate in the Plan until the later of the date (A) I deliver to the Committee a completed Enrollment Form or (B) the date that the Committee decides that I may resume participation.

This election supersedes any earlier Enrollment Form I may have completed. This election can be revoked or modified only by returning to the Committee a completed version of this from specifying the revised rate of deferral.

X_________________________          X________________________________________
Date                                 Signature

Received by Committee on: _____________  By: ________________________________

PART B WAIVER OF PARTICIPATION

Complete this portion of this form if you decide not to participate in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Program. Complete Part A of this form if you want to participate in this program.

I elect to waive participation in the Bob Evans Farms, Inc. and Affiliates Executive Deferral Plan. In doing so, I understand that I will not earn a benefit under this program unless I revoke this waiver and complete Part A of this form at a time that I am eligible to participate in the Plan.

X_________________________ X________________________________________
Date Signature

Received by Committee on: _____________ By: ________________________________

BOB EVANS FARMS, INC.
COMPENSATION PROGRAM FOR DIRECTORS
APPROVED AND EFFECTIVE MAY 7, 2002

EMPLOYEE DIRECTORS' ANNUAL RETAINER
All employee directors shall be paid an annual retainer of $14,400, payable at a rate of $1,200 per month. All payments shall be made on or before the first of each month.

NON-EMPLOYEE DIRECTORS' ANNUAL RETAINER
All non-employee directors shall receive an annual retainer of $32,000. This retainer shall be paid in two parts. First, $15,000 shall be paid in twelve monthly installments of $1,250 each, paid on or before the first of each month. Second, shares of the Company's stock shall be awarded annually to each non-employee director. This stock award shall have a value of $17,000 which shall be calculated and awarded on the third day following the release of annual fiscal year end earnings. The stock shall be awarded out of and in accordance with the Company's 1998 Stock Option and Incentive Plan or any other equity compensation plan designated by the Compensation Committee of the Board.

COMMITTEE DUTIES
Non-employee directors are expected to attend approximately five regularly scheduled committee meetings per year. Committees shall meet as the business requires.

Committee Chairpersons shall receive $1,000 per meeting attended, except that Committee Chairpersons of the Audit and Compensation Committees shall receive $2,000 per meeting attended. Committee members shall receive $750 per meeting attended, except that Committee members of the Audit and Compensation Committees shall receive $1,250 per meeting attended.
All meeting fees shall be paid on or before the first day of the month following the committee meeting.

ANNUAL STOCK OPTION
Every year on the third day following the release of annual fiscal year end earnings, each non-employee director shall be granted a non-qualified stock option to purchase the Company's common stock unless otherwise determined by the Compensation Committee of the Board and the Board of Directors. The number of shares subject to each option shall be determined pursuant to the Black-Scholes model applied to the value of the stock portion of the non-employee directors' annual retainer of $17,000 as recommended to and approved by the Compensation Committee. The stock options shall be awarded out of and in accordance with the Company's 1998 Stock Option and Incentive Plan or any other equity compensation plan designated by the Compensation Committee of the Board.

SPECIAL ASSIGNMENTS AND PROJECTS
When the Chairman of the Board determines that the assistance of a non-employee director on a project shall be beneficial, that director shall be compensated on a per diem basis in the amount that a committee member receives for attending a committee meeting.

NON-EMPLOYEE DIRECTORS' BENEFITS
$50,000 Life Insurance
Group healthcare provided at employee cost levels in accordance with the Company's group healthcare plan. Out of pocket expenses associated with travel to and from meetings.

DIRECTORS' RETIREMENT BENEFITS
MANDATORY RETIREMENT: Any director who reaches the age of 70 will automatically retire.
EARLY RETIREMENT: A director may retire with 10 years of service after attaining age 55.

TERM AND EFFECT
This Compensation Program for Directors will be reviewed periodically by the Compensation Committee of the Board and may be modified or terminated by the Committee at its discretion at any time. This Plan supersedes and replaces the Bob Evans Farms, Inc. 1998 Directors Compensation Plan.