DEFERRED COMPENSATION PLAN FOR
                            NON-MANAGEMENT DIRECTORS
                          (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 and retain qualified
            non-management directors who have made or will 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 shares representing 20% or more of the
                  outstanding Stock.

            (b)   "Affiliate" or "Associate" shall have the meanings set forth
                  as of March 1, 1990, 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)   "Board" means the Board of Directors of Ralcorp Holdings, Inc.

            (e)   "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 shares representing 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.

            (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 a Director by the Company as
                  directors' fees or retainers.

            (h)   "Continuing Director" means any member of the Board while such
                  person is a member of the 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 the 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 the Board, who is not an
                  Acquiring Person or an Affiliate or Associate of an Acquiring
                  Person or a
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                  representative or nominee of an Acquiring Person or of any
                  Affiliate or Associate of such Acquiring Person and is
                  recommended or elected to succeed the Continuing Director by a
                  majority of the Continuing Directors.

            (i)   "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.

            (j)   "Director" means any member of the Board.

            (k)   "Market Value" means, in the case of Stock, the closing price
                  of the Stock 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 NASDAQ Stock Market National Market 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.

            (l)   "Non-Management Director" means any Director who is not an
                  officer or employee of the Company.

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

            (n)   "Plan" means the Deferred Compensation Plan for Non-Management
                  Directors.

            (o)   "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 subsidiary or affiliate, or any other
                  transaction, whether or not with or into or otherwise
                  involving an Acquiring Person.

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

      1.3   Eligibility and Participation

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


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      1.4   Administration of the Plan

            The Board shall administer the Plan and, in connection therewith,
            shall have full power and sole discretion to designate or approve
            Directors eligible to participate in the Plan; to approve or
            disapprove eligible Directors' 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 Board except that 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 deferred 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 Prime Money Market Option and such other
                  investment options as the Board may from time to time
                  determine. Prior to commencement of directorships, or with
                  respect to existing Directors, on or before December 31 of the
                  Year prior to the Year in which any such Compensation will be
                  earned, an eligible director may request in writing that the
                  Board approve a deferral either into any single deferral
                  option provided under this Plan, or any combination thereof.
                  In the event that a Participant does not select an option, any
                  deferral shall be made to the Prime Money Market Fund by
                  default. The Board, in its sole discretion, may permit amounts
                  deferred by an eligible Director 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 to transfer
                  any amounts which have been deferred in a Ralcorp Stock Fund
                  Account established pursuant to the Equity Option or one of
                  the six Vanguard mutual funds, into another Vanguard fund or
                  into a Ralcorp Stock Fund Account. Transfers between or among
                  such funds is subject to compliance with the terms of SEC Rule
                  16(b)(short swing stock profits).

            (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
                  Board or its designees 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


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                  any conflict or inconsistency between the terms of such
                  written agreement and the terms of the Plan, such written
                  agreement shall control.

      2.2   Equity Option

            (a)   Stock equivalents - Upon approval of a deferral in the Equity
                  Option, a "Ralcorp Stock Fund Account" shall be established in
                  the Participant's name. Stock units shall be credited to such
                  Ralcorp Stock Fund Account in an amount determined by dividing
                  the amount of Compensation to be deferred under this option by
                  the Unit Market Value of the Stock on the Date of Crediting as
                  determined on a daily basis by the Vanguard Group. Upon the
                  occurrence of any of the events described in Section IV of the
                  Ralcorp Holdings, Inc. Incentive Stock Plan, the number of
                  Stock Units in each Ralcorp Stock Fund Account shall, to the
                  extent appropriate, be adjusted accordingly.

            (b)   Company Matching Deferral - Upon a deferral into the Ralcorp
                  Stock Fund Account and the associated crediting of Stock Units
                  to a Participant's Account, the Company shall credit such
                  Ralcorp Stock Fund Account, on the same Date of Crediting,
                  with additional Stock Units equal to 33-1/3% of the
                  Compensation deferred into such Ralcorp Stock Fund Account.
                  Such additionally credited Stock equivalents, and all dividend
                  equivalents associated therewith, are hereinafter referred to
                  as "Company Matching Deferrals". Any Company Matching
                  Deferrals shall be transferable under the terms of Section
                  2.1(a).

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

            (d)   Dividend Equivalents - To the extent dividends on the Stock
                  are paid, dividend equivalents and fractions thereof on the
                  stock equivalents and fractions thereof in a Participant's
                  Ralcorp Stock Fund Account shall be awarded, converted to
                  additional Stock Units and credited to the Ralcorp Stock Fund
                  Account as of the dividend payment dates. The number of Stock
                  Units to be credited as of each such date shall be determined
                  by dividing the amount of the dividend equivalent by the Unit
                  Value of the Ralcorp Stock Fund on the dividend payment date.
                  The Participant's Ralcorp Stock Fund 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
                  termination or the effective date of the commencement of total
                  and permanent disability. At the discretion of the Board,
                  dividend equivalents may be credited in cash to a Deferred
                  Cash Account established or existing for the Participant under
                  the Vanguard Prime Money Market account, described in Section
                  2.3 hereof, instead of converting them to additional Stock
                  Units.

            (e)   Form of distribution - Distributions under this Option,
                  including distributions of Company Matching Deferrals, shall
                  be in cash. The amount of units in each Ralcorp Stock Fund
                  Account multiplied by the Unit Value on the date of the
                  Participant's 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 termination or determination of total and
                  permanent disability until the time of distribution.


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            (f)   Change in Control - Upon a Change in Control, deferrals into
                  the Ralcorp Stock Fund will no longer be permitted and each
                  Ralcorp Stock Fund Account shall be immediately converted into
                  a Prime Money Market Account established pursuant to Section
                  2.3(a) hereof. The amount of cash to be credited to each such
                  Prime Money Market Account shall be equal to the number of
                  whole and/or fractional Stock Units in each Ralcorp Stock Fund
                  Account multiplied by the Unit Value as of the Change in
                  Control. Each Participant whose Ralcorp Stock Fund Account is
                  hereby converted to a Prime Money Market Account shall have
                  the right, at his sole discretion, to convert such Prime Money
                  Market 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   Prime Money Market Option

            (a)   Interest equivalents - Upon approval of a deferral in the
                  Prime Money Market Option, a "Prime Money Market Account"
                  shall be established in the Participant's name. Interest will
                  be credited on amounts deferred under this option at the rate
                  earned by the Vanguard Prime Money Market Fund annually as of
                  December 31 of each year for the period from the Date of
                  Crediting until December 31, or, if such period is greater
                  than one year, for the one-year period commencing with the
                  previous January 1st.

            (b)   Time of crediting - The interest credits calculated each
                  December 31 shall be credited to a Participant's Prime Money
                  Market Account on January 1 of the next Year. Prior to
                  distribution to a Participant pursuant to Section 3.3 hereof,
                  interest credits calculated as described above shall be
                  credited to such Participant's Prime Money Market Account.

            (c)   Form of distribution - Distribution under this option shall be
                  in cash.

      2.4   Vanguard Mutual Funds

            (a)   Effective Date - On February 1, 2000, the following Vanguard
                  mutual funds shall be available for investment of deferred
                  amounts:

                        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

            (b)   Creation of Deferral - Upon approval of a deferral under any
                  of the Vanguard Funds, an account for each fund selected shall
                  be established and the amount being deferred shall be credited
                  to such account. The value of each Participant's account shall
                  be dependent upon the market value of the selected Vanguard
                  fund in which such deferral was made.

            (c)   Form of Distribution - Distributions under this option shall
                  be in cash.

3.    Other Governing Provisions


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      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 Secretary
            of the Company 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 Board
            may from time to time prescribe) to receive, following the death of
            the Participant, benefits payable under any option of the Plan. The
            Board 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 Board shall be in doubt as to the right of such beneficiary to
            receive any benefits under the Plan, the Board may determine to
            recognize only the rights of the legal representative of the
            Participant, in which case the Company, the Board 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 the Plan shall be payable on the 60th day
            following the Participant's termination, unless at least one year
            prior to the date of termination the Participant has made an
            election to receive equal installment payments over a period of
            either five (5) years or ten(10) years following termination. 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 Ralcorp Stock Fund including any Company Match Deferrals
            into any other available investment option under the Plan for the
            period of the installment payments.

      Distributions to Participants found to be totally and permanently disabled
      shall be on the 60th day following the determination of such disability.

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

      3.4   Distribution upon death - In the event of the Participant's death,
            all amounts due under this Plan shall be paid to the Beneficiary;
            but if none is designated then benefits shall be paid to
            Participant's estate or as provided by law. Distribution in full
            shall be made on the 60th day following the Participant's death.

      3.5   Hardship Withdrawals - The Board in its sole and absolute discretion
            may permit withdrawal by a Participant of any amount from his
            accounts under the Plan, if the Board 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


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            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 Board 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, a 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 Ralcorp Stock Fund shall be null and
            void if any such election or action subjects such Participant to
            short-swing profit recovery under Section 16.


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