RALCORP HOLDINGS, INC.
                  Deferred Compensation Plan for Key Employees
                          (Effective: December 1, 2002)

                              1. General Provisions

1.1   Purpose of Plan

      The purpose of the Plan is to enhance the profitability and value of the
      Company for the benefit of its shareholders by providing a supplemental
      retirement program to attract, retain and motivate a select group of key
      employees who make important contributions to the success of the Company.

1.2   Definitions

      (a)   "Acquiring Person" means any person or group of Affiliates or
            Associates who is or becomes the beneficial owner, directly or
            indirectly, of 20% or more of the outstanding Stock.

      (b)   "Affiliate" or "Associate" shall have the meanings set forth as of
            March 1, 1994 in Rule 12b-2 of the General Rules and Regulations
            under the Securities Exchange Act of 1934, as amended.

      (c)   "Beneficiary" means the person or persons (including legal entities)
            who have been designated in accordance with Section 3.2 hereof to
            receive benefits under this Plan following a Participant's death.

      (d)   "Change in Control" means the time when (i) any person, either
            individually or together with such person's Affiliates or
            Associates, shall have become the beneficial owner, directly or
            indirectly, of at least 50% of the outstanding Stock and there shall
            have been a public announcement of such occurrence by the Company or
            such person or (ii) individuals who shall qualify as Continuing
            Directors shall have ceased for any reason to constitute at least a
            majority of the Board of Directors of Ralcorp Holdings, Inc.;
            provided, however, that in the case of either clause (i) or clause
            (ii), a Change in Control shall not be deemed to have occurred if
            the event shall have been approved prior to the occurrence thereof
            by a majority of the Continuing Directors who shall then be members
            of such Board of Directors.

      (e)   "Committee" means the Nominating and Compensation Committee of the
            Board of Directors of Ralcorp Holdings, Inc. or any successor to
            such Committee.

      (f)   "Company" means Ralcorp Holdings, Inc. and its subsidiaries and
            affiliates.

      (g)   "Compensation" means all or any part of any cash or other
            consideration to be paid to an Employee for services rendered or to
            be rendered to the Company.

      (h)   "Continuing Director" means any member of the Board of Directors of
            Ralcorp Holdings, Inc., while such person is a member of such Board,
            who is not an Affiliate or Associate of an Acquiring Person or of
            any such Acquiring Person's Affiliate or Associate and was a member
            of such Board prior to the time when such Acquiring Person became an
            Acquiring Person, and any successor of a Continuing Director, while
            such successor is a member of such Board, who is not an Acquiring
            Person or an Affiliate or Associate of an Acquiring Person or a
            representative or nominee of an Acquiring Person or of any Affiliate
            or Associate


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            of such Acquiring Person and is recommended or elected to succeed
            the Continuing Director by a majority of the Continuing Directors.

      (i)   "Human Resources Department" means the Human Resources Department of
            Ralcorp Holdings, Inc. or any successor department or individual
            performing the same functions.

      (j)   "Date of Crediting" means, with respect to any Compensation deferred
            pursuant to the Plan, as soon as administratively practicable after
            the end of the month in which such Compensation would otherwise be
            paid to a Participant, provided, however, with respect to the
            deferral of special, not annual, bonuses which are not paid at the
            same time as annual bonuses and which are deferred pursuant to the
            Plan, Date of Crediting shall mean the date on which such
            Compensation would otherwise be paid to a Participant.

      (k)   "Employee" means any regular employee of the Company.

      (l)   "Market Value" means, in the case of Stock, the closing price as
            reported by the New York Stock Exchange - Composite Transactions on
            the date in question, or, if the Stock is not quoted on such
            composite tape or if such Stock is not listed on such exchange, on
            the principal United States securities exchange registered under the
            Securities Exchange Act of 1934, as amended, on which the Stock is
            listed, or if the Stock is not listed on any such exchange, the
            average of the closing bid quotations with respect to a share of the
            Stock during the ten (10) days immediately preceding the date in
            question on the National Association of Securities Dealers, Inc.
            Automated Quotations System or any system then in use, or if no such
            quotations are available, the fair market value on the date in
            question of a share of the Stock as determined by a majority of the
            Continuing Directors in good faith.

      (m)   "Participant" means any Employee who participates in the Plan.

      (n)   "Plan" means the Deferred Compensation Plan for Key Employees.

      (o)   "Retirement" means an Employee's voluntary or involuntary
            termination of employment with the Company following attainment of
            age 55.

      (p)   "Stock" means the Company's $.01 par value common stock or any such
            other security outstanding upon the reclassification of the
            Company's common stock, including, without limitation, any Stock
            split-up, Stock dividend, 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, or any other transaction, whether or not with or into or
            otherwise involving an Acquiring Person.

      (q)   "Termination for Cause" means a Participant's termination of
            employment with the Company because the Participant willfully
            engaged in gross misconduct; provided, however, that a "Termination
            for Cause" shall not include a termination attributable to:

            (i)   poor work performance, bad judgment or negligence on the part
                  of the Participant; or


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            (ii)  an act or omission reasonably believed by the Participant in
                  good faith to have been in or not opposed to the best
                  interests of his employer and reasonably believed by the
                  Participant to be lawful.

      (r)   "Year" means calendar year unless otherwise specified.

1.3   Eligibility and Participation

      Any Employee who is entitled to Compensation, and who is permitted to
      request the deferral of such Compensation by the Committee, is eligible to
      participate in the Plan. An eligible Employee becomes a Participant in
      this Plan upon the effective date of an agreement executed by the parties
      pursuant to Section 2.1(c).

1.4   Administration of the Plan

      The Committee shall administer the Plan and, in connection therewith,
      shall have full power and sole discretion to designate or approve
      Employees eligible to participate in the Plan; to designate types of
      Compensation which may be deferred; to approve or disapprove eligible
      Employees' requests for deferral in any option; to impose on any deferral
      any terms and conditions in addition to those set forth in the Plan; to
      construe and interpret the Plan; to establish rules and regulations; to
      delegate responsibilities to others to assist it in administering the Plan
      or performing any responsibilities hereunder; and to perform all other
      acts it believes reasonable and proper in connection with the
      administration of the Plan.

1.5   Power to Amend

      The power to amend, modify or terminate this Plan at any time is reserved
      to the Committee except that the Chief Executive Officer of the Company
      may make amendments to resolve ambiguities, supply omissions and cure
      defects, any amendments deemed necessary or desirable to comply with
      federal tax law or regulations to avoid loss of qualification or adverse
      tax consequences, and any other amendments deemed necessary or desirable,
      which shall be reported to the Committee. Notwithstanding the foregoing,
      no amendment, modification or termination which would reasonably be
      considered to be adverse to a Participant or Beneficiary may apply to or
      affect the terms of any deferral of Compensation prior to the effective
      date of such amendment, modification or termination, without the consent
      of the Participant or Beneficiary affected thereby.

                               2. Deferral Options

2.1   Terms and Conditions

            (a) Deferral options available - The options for deferral of
            Compensation offered under this Plan shall consist of the Equity
            Option, the Short Term Variable Interest Option and such other
            options as the Committee may from time to time determine.

            Effective February 1, 2000, deferrals into a Company Master Account
            in the following funds managed by the Vanguard Group of investment
            companies will be available as other options. These funds are:

                  Vanguard Extended Market Index Fund


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                  Vanguard 500 Index Fund
                  Vanguard Small-Cap Index Fund
                  Vanguard Total International Stock Index Fund
                  Vanguard Total Bond Market Index Fund
                  Vanguard Prime Money Market Fund

            Prior to commencement of employment, or with regard to existing
            Employees, on or before December 31st of the Year prior to the Year
            in which any such Compensation will be earned, an eligible Employee
            may request in writing that the Committee approve a deferral into
            any single deferral option provided under this Plan, or any
            combination thereof. If an Employee does not select one or more
            options for the deferral, the default investment option will be the
            Vanguard Prime Money Market Fund. The Committee, in its sole
            discretion, may permit amounts deferred by an eligible Employee
            pursuant to any other deferred compensation program of the Company
            to be converted into any deferral option provided under this Plan.
            Participants in this Plan shall be permitted daily, in such manner
            and at such time as may be determined by the Committee, to transfer
            from one of the Vanguard Funds after February 1, 2000, to any other
            Vanguard account available under this Plan. All transfers shall be
            made at the daily valuation determined by Vanguard at the close of
            the stock market.

            Amounts in the Equity Option may be transferred to any of the
            Vanguard Funds upon request to the Employee Benefits Department at
            any time. Prior to January 2, 2001, Company Matching Deferrals may
            not be transferred from the Stock Equivalent Account to which they
            were originally credited while a Participant is an active Employee
            of the Company. Effective on January2, 2001, for a period of two
            years a Participant may transfer all or part of the balance in the
            Stock Equivalent Account or the Company Matching Deferral Account to
            any of the other deferral options under the plan. After the two year
            period ends, any remaining balance in the Stock Equivalent Account
            or the Company Matching Deferral Account shall be held in the
            respective account until the Participant terminates or retires, or
            receives a distribution under the plan from a deferral initially
            made with a payment date at least three years from the date of
            deferral. The valuation of the Ralcorp Stock Fund shall be made
            daily as determined on a unit basis by Vanguard.

      (b)   Source of terms and conditions - Any deferral under the Plan shall
            be subject to the provisions of the Plan, any other conditions
            imposed by law, and the terms of any award of Compensation. Approval
            of a deferral of Compensation shall in no event constitute a waiver
            by the Company of any conditions to the receipt of such
            Compensation.

      (c)   Written agreement - Every deferral that is approved by the Committee
            shall be made pursuant to a written agreement signed by the
            Participant and the Company. Any modifications or amendments to such
            agreement shall also be in writing, signed by the parties. In the
            event of any conflict or inconsistency between the terms of such
            written agreement and the terms of the Plan, such written agreement
            shall control.


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2.2   Equity Option

      (a)   Stock equivalents - Upon approval of a deferral in the Equity
            Option, a "Deferred Stock Equivalent Account" shall be established
            in the Participant's name. Stock equivalents and fractions thereof
            shall be credited to such Deferred Stock Equivalent Account in an
            amount determined by dividing the amount of Compensation to be
            deferred under this option by the Market Value of the Stock on the
            Date of Crediting. Upon the occurrence of any of the events
            described in Section IV of the Ralcorp Holdings, Inc. Incentive
            Stock Plan, the number of Stock equivalents in each Deferred Stock
            Equivalent Account shall be adjusted accordingly. Effective on
            January 2, 2001, each Participant shall have the option to transfer
            all or part of such account balance to any of the Vanguard
            investment funds during a period of two years from such date. Any
            balance remaining at the end of such period shall be restricted to
            the Deferrred Stock Equivalent Account until the Participant
            terminates, retires or receives a distribution elected at the time
            of deferral for a future date.

      (b)   Company Matching Deferral - The Committee may determine that the
            additional matching deferral described in this subparagraph (b)
            shall be made with respect to Participant deferrals in any specific
            fiscal year of the Company. Absent such determination with respect
            to any such fiscal year deferrals, no Participant shall be entitled
            to the additional matching deferrals described herein. Upon such
            determination by the Committee and upon a deferral into the Equity
            Option and the associated crediting of Stock equivalents to a
            Participant's Deferred Stock Equivalent Account, the Company shall
            credit such Deferred Stock Equivalent Account, on the same Date of
            Crediting, with additional Stock equivalents equal to a percentage
            (as determined by the Committee) of the Compensation being deferred
            at that time into such Deferred Stock Equivalent Account divided by
            the Market Value of the Stock on the Date of Crediting. Such
            additionally credited Stock equivalents, and all dividend
            equivalents associated therewith, are hereinafter referred to as
            "Company Matching Deferrals". A Company Matching Deferral shall not
            vest until a Participant has been employed by the Company for a
            period of at least five years following the relevant Date of
            Crediting with respect to such Company Matching Deferral, and
            additionally for deferrals made after January 1, 2000, the
            Participant must maintain the Employee Deferral in the Equity Option
            for five years after the Date of Crediting to vest the related
            Company Matching Deferral. All non-vested Company Matching Deferrals
            shall be forfeited upon a Participant's termination of employment
            with the Company; provided, however, if a Participant's termination
            of employment is by reason of Retirement, 20% of a Participant's
            otherwise non-vested Company Matching Deferrals shall be deemed
            vested for each full year of the Participant's employment with the
            Company following deferral.

            Notwithstanding the above, all vested Company Matching Deferrals
            shall also be forfeited upon a Participant's Termination for Cause
            or voluntary termination of employment prior to attaining age 55,
            unless, in the case of a voluntary termination, such termination was
            previously approved by the Chief Executive Officer of the Company.
            In addition, if at any time within two years after a Participant's
            termination of employment prior to age 55, the Committee


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            determines that the Participant has engaged in competition with the
            Company, the Participant's right to the Company Matching Deferrals
            shall be forfeited and the Participant shall promptly, upon written
            demand by the Company, remit all Company Matching Deferrals paid to
            him or her upon termination to the Company. The determination that a
            Participant is engaging in competition with the Company shall be
            made by the Committee in its sole and absolute discretion. In
            exercising its discretion, the Committee shall consider, among other
            factors, the nature of the competitive activity, the potential harm
            to the Company which may result from the competitive activity, the
            Participant's ability to find non-competitive employment and the
            Participant's financial need. Upon request, the Committee shall
            advise a Participant whether it deems an activity in which the
            Participant proposes to engage to be a competitive activity.
            Notwithstanding the above, however, upon a Change in Control there
            will be no forfeiting of Company Matching Deferrals in the event of
            a Participant's engaging in competition with the Company.
            Notwithstanding anything else contained herein, in the event of a
            Change in Control, Company Matching Deferrals shall vest in their
            entirety and shall not be subject to forfeiture.

            All existing Company Matching Deferral Accounts shall be fully
            vested as of January 2, 2001, and shall be subject to transfer in
            whole or part to any of the Vanguard investment funds during a
            period of two years from that date. Any balance remaining at the end
            of such period shall be restricted to the Company Matching Deferral
            Account until the Participant terminates or retires.

      (c)   Time of crediting - Deferrals in Stock equivalents shall be credited
            to a Participant's Deferred Stock Equivalent Account on the Date of
            Crediting.

      (d)   Dividend Equivalents - To the extent dividends on Stock are paid,
            dividend equivalents and fractions thereof with respect to the stock
            equivalents and fractions thereof in a Participant's Deferred Stock
            Equivalent Account shall be awarded, converted to additional Stock
            equivalents and credited to the appropriate Deferred Stock
            Equivalent Account as of the dividend payment dates. The number of
            Stock equivalents to be credited as of each such date shall be
            determined by dividing the amount of the dividend equivalent by the
            Market Value of the Stock on the dividend payment date. The
            Participant's Deferred Stock Equivalent Account shall continue to
            earn such dividend equivalents until fully distributed if
            distributed in Stock, otherwise such dividend equivalents shall be
            earned only until the time of a Participant's Retirement or other
            termination or the effective date of the commencement of total and
            permanent disability. At the discretion of the Committee, dividend
            equivalents may be credited in cash to an account in the Vanguard
            Prime Money Market Fund after November 1, 2000, instead of
            converting them to additional Stock equivalents.

      (e)   Other conditions of award - Deferrals in the Equity Option are
            "Other Stock Awards" under the Ralcorp Holdings, Inc. Incentive
            Stock Plan and are subject to the provisions of that plan in
            addition to the terms of this Plan.

      (f)   Form of distribution - Distributions under this option, including
            distributions of Company Matching Deferrals, shall be in Stock, with
            cash for any fractional shares, unless the Committee in its
            discretion changes the form of distribution to all cash or any other
            combination of Stock and cash; provided, however, that any
            distribution by a trust established pursuant to Section 3.1 hereof
            shall be in the form of cash. The amount of cash to be distributed
            shall be the number of whole


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            and/or fractional Stock equivalents in each Deferred Stock
            Equivalent Account multiplied by the Market Value on the date of the
            Participant's Retirement or other termination or the effective date
            of the determination of total and permanent disability with interest
            accruing, at the rate described in Section 2.3(a) hereof, from such
            date of Retirement, other termination or determination of disability
            until the time of distribution.

      (g)   Change in Control - Upon a Change in Control, deferrals into the
            Equity Option will no longer be permitted and each Deferred Stock
            Equivalent Account shall be immediately converted into an account in
            the Vanguard Prime Money Market Fund. The amount of cash to be
            credited to each such Account shall be equal to the number of whole
            and/or fractional Stock equivalents in each Deferred Stock
            Equivalent Account multiplied by the Market Value as of the Change
            in Control. Each Participant whose Deferred Stock Equivalent Account
            is hereby converted to a Vanguard Prime Money Market Account shall
            have the right, at his or her sole discretion, to convert such
            Account into any other deferral option which may be established
            pursuant to the Plan or any other deferred compensation plan
            established by the Company or any successor.

2.3   Short Term Variable Interest Option

      (a)   Interest equivalents - Upon approval of a deferral in the Short Term
            Variable Interest Option, a "Deferred Cash Account" shall be
            established in the Participant's name. The amount of Compensation
            being deferred under this option will be credited to this account on
            or before the Date of Crediting. Interest equivalents on amounts
            deferred under this option shall be calculated from December 1st of
            the year of deferral until January of the year following the
            deferral. At such time the Short Term Variable Interest amount, with
            interest for such period of deferral at the rate earned under the
            Vanguard Prime Money Market Fund, shall be paid to the Participant.

      (b)   Form of distribution - Distribution under this option shall be in
            cash; provided, however, that prior to a Change in Control, the
            Committee in its discretion may, other than with respect to the
            officers referred to in Section 2.2(f) hereof, change the form to
            all Stock or a combination of cash and Stock.

2.4   Vanguard Funds- Effective February 1, 2000, the Committee will permit
      initial deferrals, or transfers from the Equity Option, into a Company
      Master Account in the following funds managed by the Vanguard Group of
      investment companies as "Other Investment Options":

                  Vanguard Extended Market Index Fund
                  Vanguard 500 Index Fund
                  Vanguard Small-Cap Index Fund
                  Vanguard Total International Stock Index Fund
                  Vanguard Total Bond Market Index Fund
                  Vanguard Prime Money Market Fund

      A Participant will be permitted to move funds between the various Vanguard
      Funds on a daily basis by direct contact with Vanguard. Initial transfers
      of amounts from the Equity Option or the Company Matching Deferral Account
      into Vanguard Funds will be handled by the Committee.

      The value of each Participant's deferrals under this option will be
      dependent on the value of the Vanguard funds into which the deferrals were
      made.


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                          3. Other Governing Provisions

3.1   Company's Obligations Unfunded - All benefits due a Participant or a
      Beneficiary under this Plan are unfunded and unsecured and are payable out
      of the general funds of the Company. The Company, in its sole and absolute
      discretion, may establish a "grantor trust" for the payment of benefits
      and obligations hereunder, the assets of which shall be at all times
      subject to the claims of creditors of the Company as provided for in such
      trust, provided that such trust does not alter the characterization of the
      Plan as an "unfunded plan" for purposes of the Employee Retirement Income
      Security Act, as amended. Such trust shall make distributions in
      accordance with the terms of the Plan.

3.2   Beneficiary Designation - A Participant may file with the Human Resources
      Department 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 may from time to time
      prescribe) to receive, following the death of the Participant, benefits
      payable under any option of the Plan. The Committee reserves the right to
      review and approve beneficiary designations. A Participant may from time
      to time revoke or change any such designation of 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 shall be in doubt as to the right of any such beneficiary to
      receive any benefits under the Plan, the Committee may determine to
      recognize only the rights of the legal representative of the Participant,
      in which case the Company, the Committee and the members thereof shall not
      be under any further liability to anyone.

3.3   Time of distribution to Participant. All amounts due to the Participant
      under this Plan shall be payable on the sixtieth day following the
      Participant's Retirement or other termination, unless at least one year
      prior to such Retirement or termination, the Participant has made a
      written request to have the distribution made in either five or ten annual
      installments. If this request has been made, the first installment will be
      paid within sixty days of Retirement or termination, and subsequent
      installments annually thereafter until the full account balance has been
      distributed. If a Participant makes the installment distribution election,
      the Participant shall transfer any amounts from the Equity Option and the
      vested amount of Company Matching Deferrals into any other available
      investment option under the Plan for the period of installment payments.

      Distributions to Participants found to be totally and permanently disabled
      shall be made on the sixtieth day following the determination of such
      disability.

      No amounts shall be payable to a Participant prior to such Participant's
      Retirement, other termination, or total and permanent disability.

3.4   Distribution upon death. In the event of the Participant's death, all
      amounts due under the Plan shall be paid to the Beneficiary; but if no
      beneficiary is designated, then benefits shall be paid to Participant's
      estate or as provided by law. Distribution in full shall be made on the
      sixtieth day following the Participant's death.


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3.5   Hardship Withdrawals - The Committee in its sole and absolute discretion
      may permit withdrawal by a Participant of any amount from his accounts if
      the Committee determines, in its discretion, that such funds are needed
      due to serious and immediate financial hardship from an unforeseeable
      emergency. Serious and immediate financial hardship to the Participant
      must result from a sudden and unexpected illness or accident of the
      Participant or a dependent, loss of property due to casualty, or other
      similar extraordinary and unforeseeable circumstances arising from events
      beyond the control of the Participant. A distribution based upon such
      financial hardship cannot exceed the amount necessary to meet such
      immediate financial need. In addition, the Committee may impose
      suspensions or other penalties as a condition to such withdrawals.

3.6   Transferability of Benefits - The right to receive payment of benefits
      under this Plan shall not be transferred, assigned or pledged except by
      beneficiary designation, will or pursuant to the laws of descent and
      distribution.

3.7   Address of Participant or Beneficiary - A Participant shall keep the
      Company apprised of his current address and that of any Beneficiary at all
      times during his participation in the Plan. At the death of a Participant,
      a Beneficiary who is entitled to receive payment of benefits under the
      Plan shall keep the Company apprised of his current address until the
      entire amount to be distributed to him has been paid.

3.8   Taxes - Any taxes required to be withheld under applicable federal, state
      or local tax laws or regulations may be withheld from any payment due
      hereunder.

3.9   Gender - The use of masculine pronouns herein shall be deemed to include
      both males and females.

3.10  Compliance with Section 16 - Notwithstanding any election made or action
      taken by a Participant who is subject to Section 16 of the Securities
      Exchange Act of 1934 ("Section 16") with respect to such Participant's
      account in the Equity Option, such election or action shall be null and
      void if any such election or action would subject such Participant to
      short-swing profit recovery under Section 16.


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