Amended and Restated Executive Savings Investment Plan



 Exhibit 10.23 
 RALCORP HOLDINGS, INC. 
 EXECUTIVE SAVINGS INVESTMENT PLAN 
 (Amended and Restated Effective October 1, 2008) 







 RALCORP HOLDINGS, INC. 
 EXECUTIVE SAVINGS INVESTMENT PLAN 
 (Amended and Restated Effective as of
October 1, 2008) 
 TABLE OF CONTENTS 
  

							
	 	 	 	  	 	  	Page
	 PREAMBLE
	  	1
		
	 ARTICLE I DEFINITIONS
	  	2
				
		 	 1.1
	  	“Account”	  	2
				
		 	 1.2
	  	“Acquiring Person”	  	2
				
		 	 1.3
	  	“Affiliate” or “Associate”	  	2
				
		 	 1.4
	  	“Allocation Date”	  	2
				
		 	 1.5
	  	“Basic Matched Contribution”	  	2
				
		 	 1.6
	  	“Basic Unmatched Contribution”	  	2
				
		 	 1.7
	  	“Beneficiary”	  	2
				
		 	 1.8
	  	“Board”	  	2
				
		 	 1.9
	  	“Change in Control”	  	2
				
		 	 1.10
	  	“Code”	  	3
				
		 	 1.11
	  	“Committee”	  	3
				
		 	 1.12
	  	“Company”	  	3
				
		 	 1.13
	  	“Company Matching Contribution”	  	3
				
		 	 1.14
	  	“Compensation”	  	3
				
		 	 1.15
	  	“Continuing Director”	  	3
				
		 	 1.16
	  	“Deferral Election”	  	3
				
		 	 1.17
	  	“Deferred Compensation Plan”	  	3
				
		 	 1.18
	  	“Eligible Employee”	  	3
				
		 	 1.19
	  	“Fund”	  	3
				
		 	 1.20
	  	“Participant”	  	4
				
		 	 1.21
	  	“Plan”	  	4
				
		 	 1.22
	  	“Plan Year”	  	4
				
		 	 1.23
	  	“Separation from Service”	  	4









							
		 	 1.24
	  	“SIP”	  	5
				
		 	 1.25
	  	“SIP Refund Deferral Election”	  	5
				
		 	 1.26
	  	“Stock”	  	5
				
		 	 1.27
	  	“Unforeseeable Emergency”	  	5
				
		 	 1.28
	  	“Year of Service”	  	5
				
		 	 1.29
	  	Rules of Construction	  	5
		
	 ARTICLE II PARTICIPATION IN THE PLAN
	  	7
				
		 	 2.1
	  	Eligibility	  	7
				
		 	 2.2
	  	Commencement of Participation	  	7
		
	 ARTICLE III ACCOUNTS
	  	8
				
		 	 3.1
	  	Deferral Election	  	8
				
		 	 3.2
	  	Amount of Compensation Deferral	  	8
				
		 	 3.3
	  	SIP Refund Deferral Election	  	8
				
		 	 3.4
	  	Account Reflecting Deferred Compensation	  	8
				
		 	 3.5
	  	Credits or Charges	  	8
				
		 	 3.6
	  	Investment, Management and Use	  	9
				
		 	 3.7
	  	Valuation of Stock	  	9
		
	 ARTICLE IV FUNDS
	  	10
				
		 	 4.1
	  	Fund Selection	  	10
				
		 	 4.2
	  	Exchange	  	10
		
	 ARTICLE V DISTRIBUTION OF ACCOUNT
	  	11
				
		 	 5.1
	  	Time of Distribution	  	11
				
		 	 5.2
	  	Amount Distributed	  	12
				
		 	 5.3
	  	Method of Distribution	  	12
				
		 	 5.4
	  	Form of Payment	  	13
				
		 	 5.5
	  	Distribution Upon Death	  	13
				
		 	 5.6
	  	Designation of Beneficiary	  	13
				
		 	 5.7
	  	Offset	  	
		
	 ARTICLE VI NON-ASSIGNABILITY
	  	14
				
		 	 6.1
	  	Non-Assignability	  	14
		
	 ARTICLE VII VESTING
	  	15

  


					
		  	ii	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)











							
		 	 7.1
	  	Vesting	  	15
		
	 ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN
	  	16
				
		 	 8.1
	  	Power to Amend Plan	  	16
				
		 	 8.2
	  	Distribution of Plan Benefits Upon Termination	  	16
				
		 	 8.3
	  	When Amendments Take Effect	  	16
				
		 	 8.4
	  	Restriction on Retroactive Amendments	  	16
		
	 ARTICLE IX PLAN ADMINISTRATION
	  	17
				
		 	 9.1
	  	Powers of the Committee	  	17
				
		 	 9.2
	  	Indemnification	  	17
				
		 	 9.3
	  	Claims Procedure	  	18
				
		 	 9.4
	  	Expenses	  	19
				
		 	 9.5
	  	Conclusiveness of Action	  	19
				
		 	 9.6
	  	Release of Liability	  	19
		
	 ARTICLE X MISCELLANEOUS
	  	20
				
		 	 10.1
	  	Plan Not a Contract of Employment	  	20
				
		 	 10.2
	  	No Rights Under Plan Except as Set Forth Herein	  	20
				
		 	 10.3
	  	Rules	  	20
				
		 	 10.4
	  	Withholding of Taxes	  	20
				
		 	 10.5
	  	Severability	  	20
				
		 	 10.6
	  	409A Compliance	  	20
				
		 	 10.7
	  	Participant Responsibility	  	20

  


					
		  	iii	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 RALCORP HOLDINGS, INC. 
 EXECUTIVE SAVINGS INVESTMENT PLAN 
 (Amended and Restated Effective as of
October 1, 2008) 
 PREAMBLE 
 Ralcorp Holdings, Inc. (“Old Ralcorp”) maintained the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees (the “Old Ralcorp Plan”). The Company was incorporated on October 23, 1996 under the name
“New Ralcorp Holdings, Inc.” as a wholly-owned subsidiary of Old Ralcorp. Following an internal restructuring on January 31, 1997, Old Ralcorp spun off the Company and the Company changed its name to “Ralcorp Holdings, Inc.”
The Company adopted the Ralcorp Holdings, Inc. Executive Savings Investment Plan for effective January 31, 1997. 
 As of January 31, 1997, account
balances of the Company’s Employees under the Old Ralcorp Plan were converted into account balances under this Plan upon terms and conditions approved by the Committee, and the Company became responsible under this Plan for the payment of all
liabilities and obligations for benefits unpaid with respect to all such transferred accounts. 
 The Company amended and restated the Plan effective
January 1, 2005 to comply with Section 409A of the Code. The Company hereby amends and restates the Plan generally effective as of October 1, 2008 to comply with the regulations issued under Section 409A of the Code. The Plan as
set out herein is intended to be an unfunded retirement plan for a select group of management or highly compensated employees which, for deferrals after December 31, 2004, meets the requirements of Section 409A of the Code. This amendment
and restatement is intended not to be a material modification of the Plan with respect to deferrals prior to January 1, 2005. 
 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 selected employees who make important contributions to the success of the
Company. 







 ARTICLE I 
 DEFINITIONS 
 As used in this Plan, the following capitalized words and phrases have the meanings indicated, unless
the context requires a different meaning: 
 1.1 “Account” means the bookkeeping account established for each
Participant to reflect amounts credited to such Participant under the Plan, including any subaccount(s) established by the Committee to record different types of credits. A separate bookkeeping account will be maintained with respect to deferrals
attributable to periods ending on or before December 31, 2004 and related hypothetical investment earnings. 
 1.2 “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. 
 1.3 “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. 
 1.4 “Allocation Date” means each day
the New York Stock Exchange is open for business. 
 1.5 “Basic Matched Contribution” means the amount elected in a
Participant’s Deferral Election as a Basic Matched Contribution for a given Plan Year, less the amount that the Company would contribute as a Basic Matched Contribution under the SIP for the Participant for that Plan Year if the Deferral
Election were irrevocable as of the beginning of the Plan Year for purposes of the SIP. 
 1.6 “Basic Unmatched
Contribution” means the amount elected in a Participant’s Deferral Election as a Basic Unmatched Contribution for a given Plan Year, less the amount that the Company would contribute as a Basic Unmatched Contribution under the SIP
for the Participant for that Plan Year if the Deferral Election were irrevocable as of the beginning of the Plan Year for purposes of the SIP. 
 1.7 “Beneficiary” means the person or persons designated by a Participant, or otherwise entitled, to receive any amount credited to his Account that remains undistributed at his death. 
 1.8 “Board” means the Board of Directors of the Company. 
 1.9 “Change in Control” means the time when (i) any person, either individually or together with such person’s
Affiliates or Associates, shall 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; 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 

  


					
		  	2	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 
Continuing Directors who shall then be members of the Board. Notwithstanding anything to the contrary, an event shall not be a Change in Control if it is not
a change in control as that term is used in Section 409A of the Code. 
 1.10 “Code” means the Internal Revenue
Code of 1986, as amended from time to time. 
 1.11 “Committee” means the Corporate Governance and Compensation
Committee of the Board of Directors. 
 1.12 “Company” means Ralcorp Holdings, Inc., a Missouri corporation, and any
successor thereto. 
 1.13 “Company Matching Contribution” means a matching contribution credited to a
Participant’s Account with respect to a Participant’s Basic Matched Contribution at the rate shown in Appendix A. 
 1.14
“Compensation” means Compensation as that term is defined in the SIP, without regard to the limit of Section 401(a)(17) of the Code. 
 1.15 “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 of such Acquiring Person and is recommended or
elected to succeed the Continuing Director by a majority of the Continuing Directors. 
 1.16 “Deferral Election”
means an agreement under the SIP, which also shall apply under this Plan, between a Participant and the Company under which the Participant agrees to a deferral of his Compensation. 
 1.17 “Deferred Compensation Plan” means the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees. 
 1.18 “Eligible Employee” means an employee of the Company, or a subsidiary or affiliate of the Company, who is a member of a
select group of management or highly compensated employees and who is eligible to participate in the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees. 
 1.19 “Fund” means one or more of the measurement investment funds available under the Plan for purposes of crediting or debiting hypothetical investment gains and losses to the Accounts of
Participants. The investment funds available under the Plan shall be identical to the extent possible to those approved by the Employer Benefit Trustees Committee under the SIP. Each Fund shall be subject to all terms, conditions and fees
established from time to time by the Fund sponsor. 
  


					
		  	3	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 1.20 “Participant” means any Eligible Employee who satisfies the conditions for
participation in the Plan set forth in Section 2.1. 
 1.21 “Plan” means the Ralcorp Holdings, Inc. Executive
Savings Investment Plan, as originally adopted and as from time to time amended including this restatement. 
 1.22 “Plan
Year” means the accounting year of the Plan, which ends on December 31. 
 1.23 “Separation from
Service” means the date a Participant separates from service within the meaning of Code Section 409A. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment
with the Company, determined in accordance with the following: 
 (a) Leaves of Absence. The employment
relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the Participant
retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services
for the Company. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date
immediately following such six (6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine
(29)-month period of absence shall be substituted for such six (6)-month period. 
 (b) Dual Status. Generally,
if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be
treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan
pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan.

 (c) Termination of Employment. Whether a termination of employment has occurred is determined based on
whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after
such date (whether as an employee or as an independent contractor, except as provided in section 1.23(b)) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an
employee or an 

  


					
		  	4	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 
independent contractor, except as provided in section 1.23(b)) over the immediately preceding thirty-six (36)-month period (or the full period of services to
the Company if the Participant has been providing services to the Company less than thirty-six (36) months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described
above, for purposes of this paragraph (c) the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with
respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (c) (including for purposes of
determining the applicable thirty-six (36)-month (or shorter) period). 
 (d) Service with Related Companies.
For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company and any other entity that is aggregated with the Company pursuant to Code section 414(b) or (c). 
 1.24 “SIP” means the Ralcorp Holdings, Inc. Savings Investment Plan. 
 1.25 “SIP Refund Deferral Election” means an agreement between a Participant and the Company under which the Participant agrees
to a deferral of his Compensation in an amount equal to the amount of the refund in a given Plan Year from the SIP as a result of the SIP’s nondiscrimination requirements of the Participant’s pre-tax contributions and associated Company
matching contributions for a prior Plan Year and related earnings. 
 1.26 “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. 
 1.27 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Code section 152 (without regard to 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee will determine the existence of an Unforeseeable Emergency, based on the supporting facts, circumstances, and
documentation provided by the Participant. 
 1.28 “Year of Service” means a Participant’s Period of Service, as
that term is used in the SIP, expressed in years. 
 1.29 Rules of Construction 
 (a) Governing law. The construction and operation of this Plan are governed by the laws of the State of Missouri. 
 (b) Headings. The headings of Articles, Sections and Subsections are for reference only and are not to be utilized in construing
the Plan. 
  


					
		  	5	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 (c) Gender. Unless clearly inappropriate, all pronouns of whatever gender refer
indifferently to persons or objects of any gender. 
 (d) Singular and plural. Unless clearly inappropriate, singular
items refer also to the plural and vice versa. 
 (e) Severability. If any provision of this Plan is held illegal or
invalid for any reason, the remaining provisions are to remain in full force and effect and to be construed and enforced in accordance with the purposes of the Plan as if the illegal or invalid provision did not exist. 
  


					
		  	6	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE II 
 PARTICIPATION IN THE PLAN 
 2.1 Eligibility. Participation in the Plan shall be limited
to Eligible Employees. If the Committee determines that a Participant no longer qualifies as being a member of a select group of management or highly compensated employees, the Participant shall cease to be eligible to make Deferral Elections, but
will continue to participate in the Plan with respect to existing amounts credited to his Account. A Committee determination that a Participant is no longer eligible may not result in a mid-year rescission of a Deferral Election. 
 2.2 Commencement of Participation. To participate in the Plan, an Eligible Employee shall defer Compensation earned during a Plan Year by
making a Deferral Election in the manner set forth in Section 3.1 or a SIP Refund Deferral Election in the manner set forth in Section 3.3. 
  


					
		  	7	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE III 
 ACCOUNTS 
 3.1 Deferral Election. Each Plan Year, a Participant may execute a Deferral
Election. A Deferral Election is irrevocable for purposes of this Plan upon the beginning of the Plan Year to which it applies. Any Deferral Election shall be made prior to the commencement of the Plan Year in which the Compensation that is the
subject of the Deferral Election will be earned. Notwithstanding the foregoing, an individual who first becomes an Eligible Employee subsequent to the first day of any Plan Year may make a Deferral Election, applicable to the period from the
Eligible Employee’s initial entry date to the end of the Plan Year, provided the Deferral Election is made within 30 days of becoming an Eligible Employee and prior to the performance of services by a Participant for the period covered by the
election. The amount of a Participant’s Compensation deferred under this Plan by a Deferral Election shall be credited to the Participant’s Account as soon as administratively practicable. 
 3.2 Amount of Compensation Deferral. Deferrals pursuant to a Deferral Election for a Participant under this Plan for a Plan Year shall
commence once a limit is realized under the SIP for Basic Matched Contributions or Basic Unmatched Contributions, as applicable that prevents the full amount elected under the Participant’s Deferral Election from being deferred under the SIP.

 3.3 SIP Refund Deferral Election. Each Plan Year, a Participant may execute a SIP Refund Deferral Election. A SIP Refund
Deferral Election is irrevocable for purposes of this Plan upon the beginning of the Plan Year to which it applies. Any SIP Refund Deferral Election shall be made prior to the commencement of the Plan Year in which the Compensation that is the
subject of the SIP Refund Deferral Election will be earned. Notwithstanding the foregoing, an individual who first becomes an Eligible Employee subsequent to the first day of any Plan Year may make a SIP Refund Deferral Election, applicable to the
period from the Eligible Employee’s initial entry date to the end of the Plan Year, provided the SIP Refund Deferral Election is made within 30 days of becoming an Eligible Employee and prior to the performance of services by a Participant for
the period covered by the election. The amount of a Participant’s Compensation deferred under this Plan by a SIP Refund Deferral Election shall be credited to the Participant’s Account in equal installments over the remaining payroll
periods in the Plan Year after the date the SIP Refund Deferral Election is made and processed by the Committee. 
 3.4 Account
Reflecting Deferred Compensation. The Committee shall establish and maintain a separate Account for each Participant which shall reflect the amount of the Participant’s total contributions under this Plan and all credits or charges
under Section 3.5 from time to time. All amounts credited or charged to a Participant’s Account hereunder shall be in a manner and form determined within the sole discretion of the Committee. 
 3.5 Credits or Charges. 
 (a) Company Matching Contributions. A Participant shall be credited with Company Matching Contributions as of the dates as of which the Participant’s Basic Matched Contributions are credited to the Plan.

  


					
		  	8	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 (b) Earnings or Losses. As of each Allocation Date during a Plan Year, a
Participant’s Account shall be credited or debited with earnings or losses equal to the earnings, gain or loss on the Funds indicated as preferred by a Participant for the Plan Year or for the portion of such Plan Year in which the Account is
deemed to be invested. 
 (c) Balance of Account. As of each Allocation Date, the amount credited to a
Participant’s Account shall be the amount credited to his Account as of the immediately preceding Allocation Date, plus the Participant’s contribution credits since the immediately preceding Allocation Date, minus any amount that is paid
to or on behalf of a Participant pursuant to this Plan subsequent to the immediately preceding Allocation Date, plus or minus any hypothetical investment gains or losses determined pursuant to Section 3.5(b) above. 
 (d) Change in Control. Upon a Change in Control, all amounts deemed to be invested in the Ralcorp Holdings, Inc. Common Stock Fund
shall be immediately converted to the Fund that is a money market fund. 
 3.6 Investment, Management and Use. The Company
shall have sole control and discretion over the investment, management and use of all amounts credited to a Participant’s Account until such amounts are distributed pursuant to Article V. Notwithstanding any other provision of this Plan or any
notice, statement, summary or other communication provided to a Participant that may be interpreted to the contrary, the Funds are to be used for measurement purposes only, and a Participant’s election of any such fund, the determination of
credits and debits to his Account based on such funds, the Company’s actual ownership of such funds, and any authority granted under this Plan to a Participant to change the investment of the Company’s assets, if any, may not be considered
or construed in any manner as an actual investment of the Account in any such fund or to constitute a funding of this Plan. 
 3.7
Valuation of Stock. In any situation in which it is necessary to value Stock, the value of the Stock shall be 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 the 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.

  


					
		  	9	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE IV 
 FUNDS 
 4.1 Fund Selection. The rate at which earnings and losses shall be credited to
a Participant’s Account shall be determined in accordance with one or more Funds selected by the Participant; if a Participant does not select a Fund the Fund applicable for that Participant shall be the Fund that is a money market fund.
Notwithstanding anything to the contrary, a Participant shall have one election in effect at any given time that applies to Fund selections under both this Plan and the Deferred Compensation Plan, and the most recent Fund selection under either this
Plan or the Deferred Compensation Plan shall apply to and shall supersede any previous Fund selection under the other plan. 
 If a Fund elected by a
Participant is removed, a Fund selected by the Employee Benefit Trustees Committee under the SIP shall apply in its place until the Participant elects a replacement Fund. For purposes of calculating earnings and losses attributable to a Fund, any
amount shall be deemed to be invested in the Fund as of the date determined appropriate by the Committee. 
 4.2 Exchange.
Subject to any limitations established by the Committee, including the timeliness of a request, a Participant may exchange Funds as of the close of each business day. Notwithstanding anything to the contrary, no exchange may be made between the
Ralcorp Holdings, Inc. Common Stock Fund and any other Fund. 
  


					
		  	10	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE V 
 DISTRIBUTION OF ACCOUNT 
 5.1 Time of Distribution. 
 (a) General. Payment of the vested amount credited to a Participant’s Account shall be made or commence as soon as
administratively practicable following the earlier of the following: 
 (i) a Change in Control of the Company; 
 (ii) the occurrence of an Unforeseeable Emergency; provided that a withdrawal with respect to an Unforeseeable Emergency may not exceed
the amount necessary to satisfy the emergency need, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets itself would not cause severe financial hardship); or 
 (iii) Separation from Service. 
 (b) Specified Employee. Notwithstanding any provision of the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no portion of his or
her Account shall be distributed on account of a Separation from Service before the earlier of (a) the date which is six (6) months following the date of the Participant’s Separation from Service, or (b) the date of death of the
Participant. Amounts that would have been paid during the delay will be paid on the first business day following the end of the six month delay. 
 (c) Deferred Time of Payment. In the discretion of the Committee, a Participant may elect to modify the form and time at which payment of his benefit shall be paid, in accordance with the following: 

(i) For deferrals not subject to Section 409A of the Code (i.e., Compensation deferred prior to January 1, 2005, and Company
Matching Contributions credited and vested prior to January 1, 2005), at any time at least six months prior to the start of the calendar year in which the Participant’s scheduled payment date otherwise would have occurred; 
 (ii) For deferrals that are subject to Section 409A of the Code: 
 (1) any such election must be received by the Committee or its designee no less than twelve (12) months prior to the
Participant’s scheduled payment date; 
 (2) the election shall not take effect until twelve (12) months after the
date on which the new election is made; and 
  


					
		  	11	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 (3) the payment with respect to which such election is made is deferred for a period of
not less than 5 years from the date the payment otherwise would have been made. 
 The Committee, in its discretion, may limit the number of
times a Participant may modify his elected time of payment and establish such other limitations as it deems advisable for the proper administration of the Plan. With respect to deferrals attributable to periods after December 31, 2004, and
related hypothetical earnings, the time or schedule of any payment under the Plan may not be accelerated except as permitted pursuant to Section 409A of the Code. 
 Notwithstanding anything to the contrary, a Participant shall have one election in effect at any given time that applies to distributions under both this Plan and under the Executive Savings Investment Plan, and the
most recent distribution election under either this Plan or the Executive Savings Investment Plan shall apply to and shall supersede ay previous distribution elections under the other plan. 
 5.2 Amount Distributed. The amount distributed to a Participant shall be determined as of the Allocation Date as of which distribution is
made, or as of the most recent Allocation Date preceding the date as of which distribution is made, pursuant to the Committee’s practice for different methods of distributions, with actual payment occurring as soon as practicable thereafter.

 5.3 Method of Distribution. Distribution to a Participant under this Plan shall be made in the same form as the Participant
has elected with respect to his benefits under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees. If a Participant does not have such an election in effect under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key
Employees, he shall elect the method of distribution from among any of the following forms, as specified on the Participant’s Deferral Election, subject to change pursuant to Section 5.1(c): 
 (a) Single payment in the form(s) determined pursuant to Section 5.4; 
 (b) Annual installments over five years; or 
 (c) Annual installments over ten years. 
 A Participant may elect a different method of distribution for a distribution upon
a Change in Control than upon a Separation from Service. If a Participant does not make a timely election for the method of distribution, his method of distribution shall be a lump sum. 
 Notwithstanding anything to the contrary, a Participant’s Account shall be paid in a lump sum if the balance does not exceed the dollar amount under Section 402(g)(1)(B) of the Code ($15,500 for 2008), and
if the payment results in the termination and liquidation of the Participant’s entire interest under the Plan, and any other plans that are treated with this Plan as one plan under Treasury Regulation section 1.409A-1(c)(2). 
  


					
		  	12	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 5.4 Form of Payment. All payments made pursuant to this Plan shall be in cash, except for
amounts credited to the Ralcorp Holdings, Inc. Common Stock Fund, which shall be paid in Stock, subject in any case to the Committee’s discretion to change the form of payment. 
 5.5 Distribution Upon Death. If a Participant dies before completing the payment of his Account, the unpaid Account balance shall be paid
to a Participant’s designated Beneficiary in a single payment in the form(s) determined pursuant to Section 5.4 within sixty (60) days following the Participant’s date of death. 
 5.6 Designation of Beneficiary. A Participant shall designate a Beneficiary on a form to be supplied by the Committee. The Beneficiary
designation may be changed by the Participant at any time, but any such change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by the Committee. In the event that the Committee
receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If the Committee does not have a valid Beneficiary designation of a Participant at the time of the
Participant’s death, then the Participant’s beneficiary shall be the Participant’s estate. 
  


					
		  	13	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE VI 
 NON-ASSIGNABILITY 
 6.1 Non-Assignability. Neither a Participant nor any Beneficiary of
a Participant shall have any right to commute, sell, assign, pledge, transfer or otherwise convey the right to receive his Account until his Account is actually distributed to a Participant or his Beneficiary. The portion of the Account which has
not been distributed shall not be subject to attachment, garnishment or execution for the payment of any debts, judgments, alimony or separate maintenance and shall not be transferable by operation of law in the event of bankruptcy or insolvency of
a Participant or a Participant’s Beneficiary. 
  


					
		  	14	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE VII 
 VESTING 
 7.1 Vesting. Each Participant shall be fully (100%) vested in his Basic
Matched Contributions and Basic Unmatched Contributions, and earnings thereon, at all times. The vested percentage of a Participant’s Company Matching Contributions and earnings thereon shall be determined in accordance with Appendix B. Upon a
Participant’s Separation from Service, the amount credited to the Participant’s Account that is not vested shall be forfeited. 
  


					
		  	15	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE VIII 
 AMENDMENT OR TERMINATION OF THE PLAN 
 8.1 Power to Amend Plan. The power to amend,
modify or terminate this Plan at any time is reserved to the Committee, except that a 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 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. Any amendment made to this Plan shall be in accordance with Section 409A of the Code and the regulations thereunder, and may not materially modify the Plan with respect to Deferral
Elections made prior to January 1, 2005. Any amendment made in accordance with this Section 8.1 is binding upon all Participants and their Beneficiaries, the Committee and all other parties in interest. 
 8.2 Distribution of Plan Benefits Upon Termination. Upon the full termination of the Plan, the Committee shall direct the
distribution of the benefits of the Plan to the Participants in a manner that is consistent with and satisfies the provisions of Article V and Section 409A of the Code to the extent applicable. 
 8.3 When Amendments Take Effect. A resolution amending or terminating the Plan becomes effective as of the date specified therein.

 8.4 Restriction on Retroactive Amendments. No amendment may be made that retroactively deprives a Participant of any benefit
accrued before the date of the amendment. 
  


					
		  	16	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE IX 
 PLAN ADMINISTRATION 
 9.1 Powers of the Committee. In carrying out its duties with
respect to the general administration of the Plan, the Committee has, in addition to any other powers conferred by the Plan or by law, the following powers: 
 (a) to determine all questions relating to eligibility to participate in the Plan; 
 (b) to compute and certify to an appropriate party the amount and kind of distributions payable to Participants and their Beneficiaries;

 (c) to maintain all records necessary for the administration of the Plan that are not maintained by any recordkeeper;

 (d) to interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are
not inconsistent with the terms thereof; 
 (e) to establish and modify the method of accounting for the Plan; 
 (f) to employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and

 (g) to perform any other acts necessary and proper for the administration of the Plan. 
 9.2 Indemnification 
 (a) Indemnification of Members of the Committee by the Company. The Company agrees to indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his action or failure to act
in such capacity, excepting only expenses and liabilities arising out of his own willful misconduct or gross negligence. This right of indemnification is in addition to any other rights to which any member of the Committee may be entitled.

 (b) Liabilities for Which Members of the Committee are Indemnified. Liabilities and expenses against which a member
of the Committee is indemnified hereunder include, without limitation, the amount of any settlement or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or a proceeding brought against him or
the settlement thereof. 
 (c) Company’s Right to Settle Claims. The Company may, at its own expense, settle any
claim asserted or proceeding brought against any member of the Committee when such settlement appears to be in the best interests of the Company. 
  


					
		  	17	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 9.3 Claims Procedure. A Participant or Beneficiary or other person who feels he is entitled
to a benefit or right provided under the Plan (hereinafter referred to as “Claimant”) may make a claim, i.e., a request for benefits under this Plan, pursuant to the Committee’s procedures. 
 (a) Company Action. The Company shall, within 90 days after its receipt of such claim, make its determination. However, if special
circumstances require an extension of time for processing the claim, the Company shall furnish the Claimant, within 90 days after its receipt of such claim, written notification of the extension explaining the circumstances requiring such extension
and the date that it is anticipated that such written statement will be furnished, and shall provide such Claimant with its determination not later than 180 days after receipt of the Claimant’s claim. 
 In the event the claim is denied, the Company shall provide such Claimant a written statement of the Adverse Benefit Determination, as defined in
Subsection (d) below. The notice of Adverse Benefit Determination shall be delivered or mailed to the Claimant by certified or registered mail to his last known address, which statement shall contain the following: 
 (i) the specific reason or reasons for Adverse Benefit Determination; 
 (ii) a reference to the specific provisions of the Plan upon which the Adverse Benefit Determination is based; 
 (iii) a description of any additional material or information that is necessary for the Claimant to perfect the claim; 
 (iv) an explanation of why that material or information is necessary; and 
 (v) an explanation of the review procedure provided below, including applicable time limits and a notice of a Claimant’s rights to
bring a legal action under ERISA after an Adverse Benefit Determination on appeal. 
 (b) Procedures for Appealing an
Adverse Benefit Determination. Within 60 days after receipt of a notice of an Adverse Benefit Determination as provided above, if the Claimant disagrees with the Adverse Benefit Determination, the Claimant, or his authorized representative, may
request, in writing, that the Committee review his claim and may request to appear before the Committee for such review. If the Claimant does not request a review of the Adverse Benefit Determination within such 60 day period, he shall be barred and
estopped from appealing the Company’s Adverse Benefit Determination. Any appeal shall be filed with the Committee at the address prescribed by the Committee, and it shall be considered filed on the date it is received by the addressee. In
deciding any appeal, the Committee shall act in its capacity as a named Fiduciary. 
 The Claimant shall have the rights to: 
 (i) submit written comments, documents, records and other information relating to the claim for benefits; 
  


					
		  	18	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 (ii) request, free of charge, reasonable access to, and copies of all documents, records
and other information relevant to his claim for benefits. 
 (c) Response on Appeal. Within 60 days after receipt by
the Committee of a written application for review of a Claimant’s claim, the Committee shall notify the Claimant of its decision by delivery or by certified or registered mail to his last known address; provided, however, in the event that
special circumstances require an extension of time for processing such application, the Committee shall so notify the Claimant of its decision not later than 120 days after receipt of such application. 
 In the event the Committee’s decision on appeal is adverse to the Claimant, the Committee shall issue a written notice of an Adverse Benefit
Determination on Appeal that will contain all of the following information, in a manner calculated to be understood by the Claimant: 
 (i) the specific reason(s) for the Adverse Benefit Determination on Appeal; 
 (ii) reference to specific plan
provisions on which the benefit determination is based; 
 (iii) a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim for benefits; and a statement of the Claimant’s right to bring an action under ERISA
Section 502(a). 
 (d) Definition. As used herein, the term “Adverse Benefit Determination” shall mean a
determination that results in any of the following: the denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination, or failure to provide or
make payment that is based on a determination of the Claimant’s eligibility to participate in the Plan. 
 (e) A Claimant
may bring a legal action with respect to a claim only if (i) all procedures described above have been exhausted, and (ii) the action is commenced within ninety (90) days after a decision on review is furnished. 
 9.4 Expenses. All expenses of the Committee with respect to the Plan shall be paid by the Company. 
 9.5 Conclusiveness of Action. Any action on matters within the discretion of the Committee will be conclusive, final and binding upon all
Participants and upon all persons claiming any rights under the Plan, including Beneficiaries. 
 9.6 Release of Liability. By
participating in the Plan, each Participant and Beneficiary automatically releases Ralcorp, its employees, the Committee, the Board and each member of the Board from any liability due to any failure to follow the requirements of Section 409A of
the Code, unless such failure was the result of an action or failure to act that was undertaken by Ralcorp in bad faith. 
  


					
		  	19	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 ARTICLE X 
 MISCELLANEOUS 
 10.1 Plan Not a Contract of Employment. The adoption and maintenance of
the Plan does not constitute a contract between the Company and any Participant or to be a consideration for the employment of any person. Nothing herein contained gives any Participant the right to be retained in the employ of the Company or
derogates from the right of the Company to discharge any Participant at any time without regard to the effect of such discharge upon his rights as a Participant in the Plan. 
 10.2 No Rights Under Plan Except as Set Forth Herein. Nothing in this Plan, express or implied, is intended, or shall be construed, to
confer upon or give to any person, firm, association, or corporation, other than the parties hereto and their successors in interest, any right, remedy, or claim under or by reason of this Plan or any covenant, condition, or stipulation hereof, and
all covenants, conditions and stipulations in this Plan, by or on behalf of any party, are for the sole and exclusive benefit of the parties hereto. 
 10.3 Rules. The Committee shall have full and complete discretionary authority to construe and interpret provisions of the Plan. The Committee may adopt such rules as it deems necessary, desirable or
appropriate. All rules and decisions shall be uniformly applied to all Participants in similar circumstances. 
 10.4 Withholding of
Taxes. The Committee shall cause taxes to be withheld from an Account distributed hereunder as required by law, and shall comply with all reporting requirements applicable to amounts deferred and distributed under this Plan. 
 10.5 Severability. If any provision of this Plan is determined to be invalid or illegal, the remaining provisions shall be effective and
shall be interpreted as if the invalid or illegal provision did not exist, unless the illegal or invalid provision is of such materiality that its omission defeats the purposes of the parties in entering into this Plan. 
 10.6 409A Compliance. If any provision of the Plan is determined not to comply with Section 409A of the Code, the non-compliant
provisions shall be interpreted and applied in a manner that complies with Section 409A of the Code and implements the intent of the Plan as closely as possible. 
 10.7 Participant Responsibility. Each Participant is responsible for reviewing the accuracy of Ralcorp’s implementation of Deferral Elections and investment allocations. If a Participant fails to
notify Ralcorp of an improper implementation of a Deferral Election or investment allocation within thirty-one (31) days after receiving the first statement or other communication implementing the election or allocation, the Participant is
deemed to have elected the implemented Deferral Election or investment allocation. 
  


					
		  	20	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 APPENDIX A 
 COMPANY MATCHING CONTRIBUTION PROVISIONS 
 For all Participants, except for those Participants who
are employees at one of the Post locations, a matching contribution credited to a Participant’s Account with respect to a Participant’s Basic Matched Contribution will be at the rate of 100%. 
 For those Participants who are employees at one of the Post locations, 100% of Matched Contributions up to 1% of Compensation and 70% of Matched
Contributions greater than 1% and up to 6% of Compensation. 
  


					
		  	21	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)










 APPENDIX B 
 VESTING PROVSIONS 
 For all Participants, except for those Participants who are employees at one of
the Post locations, the vested percentage of a Participant’s Company Matching Contributions and earnings thereon shall be determined in accordance with the following schedule: 
  

			
	 Completed Years of Service
	  	Vested Percentage
	 1
	  	25 %
	 2
	  	50 %
	 3
	  	75%
	 4 or more
	  	100%

 For those Participants who are employees at one of the Post locations, the vested percentage of a
Participant’s Company Matching Contributions and earnings thereon shall be determined in accordance with the following schedule: 
  

			
	 Completed Years of Service
	  	Vested Percentage
	 Less than 2
	  	0 %
	 At least 2 or more
	  	100%

  


					
		  	22	  	Ralcorp Holdings, Inc. Executive Savings Investment Plan
 (Amended and Restated as of October 1, 2008)