Exhibit 10.38

                             RALCORP HOLDINGS, INC.
                            2002 INCENTIVE STOCK PLAN

                          Section I. General Provisions

A.    Purpose of Plan

      The purpose of the Ralcorp Incentive Stock Plan (the "Plan") is to enhance
the profitability and value of the Company for the benefit of its shareholders
by providing for stock options and other stock awards to attract, retain and
motivate directors, officers and other key employees who make important
contributions to the success of the Company.

B.    Definitions of Terms as Used in the Plan

      1.    "Affiliate" means any subsidiary, whether directly or indirectly
            owned, or parent of the Company, or any other entity designated by
            the Committee.

      2.    "Award" means a Stock Option granted under Section II of the Plan or
            Other Stock Award granted under Section III of the Plan.

      3.    "Board" means the Board of Directors of Ralcorp Holdings, Inc.

      4.    "Committee" means the Nominating and Compensation Committee of the
            Board of Directors of the Company or any successor committee the
            Board of Directors may designate to administer the Plan.

      5.    "Company" means Ralcorp Holdings, Inc.

      6.    "Employee" means any person who is employed by the Company or an
            Affiliate.

      7.    "Fair Market Value" of any class or series of Stock means the fair
            and reasonable value thereof as determined by the Committee
            according to prices in trades as reported on the New York Stock
            Exchange-Composite Transactions. If there are no prices so reported
            or if, in the opinion of the Committee, such reported prices do not
            represent the fair and reasonable value of the Stock, then the
            Committee shall determine Fair Market Value by any means it deems
            reasonable under the circumstances.

      8.    "Stock" means the Ralcorp Common Stock par value $.01 or any other
            authorized class or series of common stock or any such other
            security outstanding upon the reclassification of any of such
            classes or series of common stock, including, without limitation,
            any stock split-up, stock dividend, creation of targeted stock,
            spin-off or other distributions of stock in respect of stock, or any
            reverse stock split-up, or recapitalization of the Company or any
            merger or consolidation of the Company with any Affiliate.

C.    Scope of Plan and Eligibility

      Any Employee or director selected by the Board or Committee shall be
eligible for any Award contemplated under the Plan.

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D.       Authorization and Reservation

      The shares of Stock for which Awards may be granted under the Plan shall
be subject to the following:

      (a)   the shares of Stock with respect to which Awards may be made under
            the Plan shall be shares currently authorized but unissued or
            currently held or subsequently acquired by the Company as treasury
            shares, including shares purchased in the open market or in private
            transactions;

      (b)   subject to the following provisions of Paragraph D, the maximum
            number of shares of stock that may be delivered to participants and
            their beneficiaries under the Plan shall be equal to the sum of:

            (i) 1,500,000 shares of Stock; (ii) any shares of Stock available
            for future awards under any prior plan of the Company (the "Prior
            Plan") as of the effective date of this Plan; and (iii) any shares
            of Stock that are forfeited, expire or are canceled without delivery
            of shares of Stock or which result in the forfeiture of shares of
            Stock back to the Company under the Plan or the Prior Plan;

      (c)   to the extent any shares of Stock covered by an Award are not
            delivered to an Award recipient or beneficiary because the Award is
            forfeited or canceled or the shares of Stock are not delivered
            because the shares are used to satisfy the applicable tax
            withholding obligation, such shares shall not be deemed to have been
            delivered for purpose of determining the maximum number of shares of
            Stock available for delivery of the Plan;

      (d)   if the exercise price of any Stock Option granted under the Plan or
            all Prior Plans is satisfied by tendering shares of Stock to the
            Company, only the number of shares of Stock issued net of the shares
            of Stock tendered shall be deemed delivered for purposes of
            determining the maximum number of shares of Stock available under
            the Plan; and

      (e)   the total number of shares of Stock that may be issued to any one
            participant during the term of Plan shall not exceed 1,000,000
            shares of Stock.

E.    Administration of the Plan

      1.    The Committee shall administer the Plan and, in connection
            therewith, it shall have full power to grant Awards, construe and
            interpret the Plan, establish rules and regulations and perform all
            other acts it believes reasonable and proper, including the power to
            delegate responsibility to others to assist it in administering the
            Plan.

      2.    The Committee shall include three or more members of the Board of
            the Company. Its members shall be appointed by and serve at the
            pleasure of the Board.

      3.    The determination of those eligible to receive Awards, and the
            amount and type of each Award shall rest in the sole discretion of
            the Committee or the Board, subject to the provisions of the Plan.

                            Section II. Stock Options

A.    Description

      The Committee or the Board may grant options with respect to any class or
series of Stock ("Stock Options") that qualify as "Incentive Stock Options"
under Section 422A of the Internal Revenue Code of 1986, as amended, and it may
grant Stock Options that do not so qualify.


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B.    Terms and Conditions

      1.    Each Stock Option shall be set forth in a written agreement
            containing such terms and conditions as the Committee or the Board
            may determine, subject to the provisions of the Plan.

      2.    Except as set forth below in this paragraph, the purchase price of
            any shares exercised under any Stock Option must be paid in full
            upon such exercise. The payment shall be made in such form, which
            may be cash or Stock, as the Committee or the Board may determine.
            The Committee may permit a participant to pay the exercise price
            upon the exercise of a Stock Option by irrevocably authorizing a
            third party to sell shares of Stock (or a sufficient portion of
            shares) acquired upon exercise of the Stock Option and remit to the
            Company a sufficient portion of the sale proceeds to pay the entire
            exercise price and any tax withholding resulting from such exercise.

      3.    No Incentive Stock Option may be exercised after the expiration of
            ten (10) years from the date such option is granted.

      4.    The exercise price of each Stock Option shall be established by the
            Committee or shall be determined by a method established by the
            Committee at the time the Stock Option is granted. The exercise
            price shall not be less than 100% of the Fair Market Value of a
            share of Stock on the date of grant of the Award; provided, however,
            that if the Award is granted in connection with the recipient's
            hiring, promotion or similar event, the Stock Option exercise price
            may not be less than the Fair Market Value of the Stock on the date
            on which the recipient is hired or promoted (or similar event) if
            the grant of the Stock Option occurs not more than 180 days after
            the date of such hiring, promotion or other event.

      5.    In the case of an Incentive Stock Option, the aggregate Fair Market
            Value (determined as of the time the Stock Option is granted) of the
            appropriate class or series of Stock with respect to which Stock
            Options are exercisable for the first time by any Employee during
            any calendar year (under all such plans of his employer corporation
            and its parent and subsidiary corporations) shall not exceed
            $100,000.

                         Section III. Other Stock Awards

      In addition to Stock Options, the Committee or the Board may grant Other
Stock Awards payable in any class or series of Stock upon such terms and
conditions as the Committee or the Board may determine, subject to the
provisions of the Plan. Other Stock Awards may include, but are not limited to,
the following types of Awards:

1.    Restricted Stock Awards. The Committee or the Board may grant Restricted
      Stock Awards, each of which consists of a grant of shares of any class or
      series of Stock subject to terms and conditions determined by the
      Committee or the Board in each entity's discretion, subject to the
      provisions of the Plan. Such terms and conditions shall be set forth in
      written agreements. The shares of Stock granted will be restricted and may
      not be sold, pledged, transferred or otherwise disposed of until the lapse
      or release of restrictions in accordance with the terms of the agreement
      and the Plan. Prior to the lapse or release of restrictions, all shares of
      Stock are subject to forfeiture in accordance with Section IV of the Plan.
      Shares of Stock issued pursuant to a Restricted Stock Award can be issued
      for no monetary consideration. No more than 500,000 shares of Stock
      available for Awards may be used for the grant of Restricted Stock


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2.    Stock Related Deferred Compensation. The Committee or the Board may, in
      its discretion, permit the deferral of payment of an Employee's cash bonus
      or other cash compensation in the form of either cash or any class or
      series of Stock (or Stock equivalents, each corresponding to a share of
      such Stock) under such terms and conditions as the Committee or the Board
      may prescribe. Payment of such compensation may be deferred for such
      period or until the occurrence of such event as the Committee or the Board
      may determine. All deferrals made in any class or series of Stock (or
      Stock equivalents) shall be paid on distribution in Stock.. If a deferral
      is permitted in the form of Stock or Stock equivalents, the number of
      shares of Stock or number of Stock equivalents deferred will be determined
      by dividing the amount of the Employee's bonus or other cash compensation
      being deferred by the closing price of the appropriate class or series of
      Stock, as reported by the New York Stock Exchange-Composite Transactions,
      on the date in question. Deferrals in any class or series of Stock or
      Stock equivalents cannot be transferred into other investment options.
      Additional rights or restrictions may apply in the event of a change in
      control of the Company.

                        Section IV. Forfeiture of Awards

A.    The Committee or the Board may include in any Award any conditions of
      forfeiture it may deem appropriate. The Committee or the Board also, after
      taking into account the relevant circumstances, may waive any condition of
      forfeiture stated in any Award contract.

B.    In the event of forfeiture, the recipient shall lose all rights in and to
      the Award. Except in the case of Restricted Stock Awards as to which the
      restrictions have not lapsed, this provision, however, shall not be
      invoked to force any recipient to return any Stock already received under
      an Award.

C.    Such determinations as may be necessary for application of this section,
      including any grant of authority to others to make determinations under
      this section, shall be at the sole discretion of the Committee or the
      Board, and its determinations shall be conclusive.

                           Section V. Death of Awardee

Upon the death of an Award recipient, the following rules apply:

A.    A Stock Option, to the extent exercisable on the date of his death, may be
      exercised at any time within six (6) months, or such longer period not
      exceeding three years as the Committee or the Board may determine, after
      the recipient's death, but not after the expiration of the term of the
      Stock Option, by the recipient's designated beneficiary or personal
      representative or the person or persons entitled thereto by will or in
      accordance with the laws of descent and distribution.

B.    In the case of any Other Stock Award, the Stock due shall be determined as
      of the date of the recipient's death, and the Company shall issue the
      appropriate number of shares of the appropriate class or series of Stock.
      The issuance of shares of such Stock shall be made to recipient's
      designated beneficiary or personal representative or the person or persons
      entitled thereto by will or in accordance with the laws of descent and
      distribution.


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C.    An Award recipient may file with the Committee a written designation of a
      beneficiary or beneficiaries (subject to such limitations as to the
      classes and number of beneficiaries and contingent beneficiaries as the
      Committee and the Board may from time to time prescribe) to exercise, in
      the event of the death of the recipient, a Stock Option, or to receive, in
      such event, any Other Stock Awards. The Committee and the Board reserve
      the right to review and approve beneficiary designations. A recipient may
      from time to time revoke or change any such designation or beneficiary and
      any designation of beneficiary under the Plan shall be controlling over
      any other disposition, testamentary or otherwise; provided, however, that
      if the Committee or the Board shall be in doubt as to the right of any
      such beneficiary to exercise any Stock Option or to receive any Other
      Stock Award, the Committee or the Board, as the case may be, may determine
      to recognize only an exercise by the legal representative of the
      recipient, in which case the Company and the Committee and the Board and
      the members thereof shall not be under any further liability to anyone.

                     Section VI. Other Governing Provisions

A.    Transferability

      Except as otherwise noted herein, no Award shall be transferable other
than by beneficiary designation, will or the laws of descent and distribution,
and any right granted under an Award may be exercised during the lifetime of the
holder thereof only by him or by his guardian or legal representative.

B.    Rights as a Shareholder

      A recipient of an Award shall, unless the terms of the Award provide
otherwise, have no rights as a shareholder, with respect to any Stock Options or
shares which may be issued in connection with the Award until the issuance of a
Stock certificate for such shares, and no adjustment other than as stated herein
shall be made for dividends or other rights for which the record date is prior
to the issuance of such Stock certificate.

C.    General Conditions of Awards

      No director, Employee or other person shall have any right with respect to
this Plan, the shares reserved or in any Award, contingent or otherwise, until
written evidence of the Award shall have been delivered to the recipient and all
the terms, conditions and provisions of the Plan applicable to such recipient
have been met.

D.    Reservation of Rights of Company

      The selection of an Employee for any Award shall not give such person any
right to continue as an Employee and the right to discharge any Employee is
specifically reserved.

E.    Acceleration

      The Committee or the Board may, in its sole discretion, accelerate the
date of exercise of any Award.

F.    Adjustments

      Upon any stock split-up, spin-off, stock dividend, issuance of any
targeted stock, combination or reclassification with respect to any outstanding
class or series of Stock, or consolidation, merger or sale of all or
substantially all of the assets of the Company, appropriate adjustments shall be
made to the shares reserved under Section I.D. of the Plan and the terms of all
outstanding Awards.


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G.    Withholding of Taxes

      The Company shall deduct from any payment, or otherwise collect from the
recipient, any taxes required to be withheld by federal, state or local
governments in connection with any Award. The recipient may elect, subject to
approval by the Committee or the Board, to have shares withheld by the Company
in satisfaction of such taxes, or to deliver other shares of Stock owned by the
recipient in satisfaction of such taxes. The number of shares to be withheld or
delivered shall be calculated by reference to the Fair Market Value of the
appropriate class or series of Stock on the date that such taxes are determined.

H.    No Warranty of Tax Effect

      Except as may be contained in the terms of any Award, no opinion is
expressed nor warranties made as to the effect for federal, state, or local tax
purposes of any Award.

I.    Amendment of Plan

      The Board of Directors of the Company may, from time to time, amend,
suspend or terminate the Plan in whole or in part, and if terminated may
reinstate any or all of the provisions of the Plan, except that no amendment,
suspension or termination may (i) apply to the terms of any Award (contingent or
otherwise) granted prior to the effective date of such amendment, suspension or
termination without the recipient's consent or (ii) increase the shares of Stock
available for Awards.

J.    Construction of Plan

      The place of administration of the Plan shall be in the State of Missouri,
and the validity, construction, interpretation, administration and effect of the
Plan and of its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the State of Missouri.

K.    Elections of Corporate Officers

      Notwithstanding anything to the contrary stated herein, any election or
other action with respect to an Award of a recipient subject to Section 16 of
the Securities Exchange Act of 1934 will be null and void if any such election
or other action would cause said recipient to be subject to short-swing profit
recovery under Section 16.

                      Section VII. Effective Date and Term

            This Plan shall be effective upon adoption by the shareholders of
the Company. The Plan shall continue in effect until January 31, 2012, when it
shall terminate. Upon termination, any balances in the share reserve shall be
canceled, and no Awards shall be granted under the Plan thereafter. The Plan
shall continue in effect, however, insofar as is necessary to complete all of
the Company's obligations under outstanding Awards to conclude the
administration of the Plan.


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