<PAGE>
Exhibit 4.3

                             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.



<PAGE>
<PAGE>

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.


<PAGE>
<PAGE>
                            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.

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

<PAGE>
<PAGE>

          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

     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  StockIf 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.


<PAGE>
<PAGE>

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.


<PAGE>
<PAGE>

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.

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.