Amended and Restated Deferred Compensation Plan for Key Employees



 Exhibit 10.18 
 RALCORP HOLDINGS, INC. 
 DEFERRED COMPENSATION PLAN 
 FOR KEY EMPLOYEES 
 (Amended and Restated Effective October 1, 2008) 
  

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 RALCORP HOLDINGS, INC. 
 DEFERRED COMPENSATION PLAN 
 FOR KEY EMPLOYEES 
 (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	  	 “Beneficiary”
	  	2
			
	    1.6	  	 “Board”
	  	2
			
	    1.7	  	 “Change in Control”
	  	2
			
	    1.8	  	 “Code”
	  	2
			
	    1.9	  	 “Committee”
	  	2
			
	    1.10	  	 “Company”
	  	2
			
	    1.11	  	 “Company Matching Contributions”
	  	2
			
	    1.12	  	 “Continuing Director”
	  	3
			
	    1.13	  	 “Deferral Election”
	  	3
			
	    1.14	  	 “Eligible Employee”
	  	3
			
	    1.15	  	 “Executive Savings Investment Plan”
	  	3
			
	    1.16	  	 “Fund”
	  	3
			
	    1.17	  	 “Participant”
	  	3
			
	    1.18	  	 “Performance-Based Compensation”
	  	3
			
	    1.19	  	 “Plan”
	  	4
			
	    1.20	  	 “Plan Year”
	  	4
			
	    1.21	  	 “Retirement”
	  	4
			
	    1.22	  	 “Rollover Amounts”
	  	4

  

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	    1.23	  	 “Separation from Service”
	  	4-5
			
	    1.24	  	 “SIP”
	  	5
			
	    1.25	  	 “Stock”
	  	5
			
	    1.26	  	 “Termination for Cause”
	  	5
			
	    1.27	  	 “Unforeseeable Emergency”
	  	5
			
	    1.28	  	 Rules of Construction
	  	6
		
	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	  	 Deferral Period
	  	8
			
	    3.3	  	 Account Reflecting Deferred Compensation
	  	9
			
	    3.4	  	 Credits or Charges
	  	9
			
	    3.5	  	 Company Matching Deferral
	  	9-11
			
	    3.6	  	 Investment, Management and Use
	  	11
			
	    3.7	  	 Valuation of Stock
	  	11
			
	    3.8	  	 Rollover Amounts
	  	11
		
	ARTICLE IV FUNDS	  	12
			
	    4.1	  	 Fund Selection
	  	12
			
	    4.2	  	 Exchange
	  	12
		
	ARTICLE V DISTRIBUTION OF ACCOUNT	  	13
			
	    5.1	  	 Time of Distribution
	  	13-14
			
	    5.2	  	 Amount Distributed
	  	14
			
	    5.3	  	 Method of Distribution
	  	14-15
			
	    5.4	  	 Form of Payment
	  	15
			
	    5.5	  	 Distribution Upon Death
	  	15
			
	    5.6	  	 Designation of Beneficiary
	  	15
		
	ARTICLE VI NON-ASSIGNABILITY	  	16
			
	    6.1	  	 Non-Assignability
	  	16

  

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	ARTICLE VII VESTING	  	17
			
	    7.1	  	 Vesting
	  	17
		
	ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN	  	18
			
	    8.1	  	 Power to Amend Plan
	  	18
			
	    8.2	  	 Distribution of Plan Benefits Upon Termination
	  	18
			
	    8.3	  	 When Amendments Take Effect
	  	18
			
	    8.4	  	 Restriction on Retroactive Amendments
	  	18
		
	ARTICLE IX PLAN ADMINISTRATION	  	19
			
	    9.1	  	 Powers of the Committee
	  	19
			
	    9.2	  	 Indemnification
	  	19
			
	    9.3	  	 Claims Procedure
	  	20-21
			
	    9.4	  	 Expenses
	  	21
			
	    9.5	  	 Conclusiveness of Action
	  	21
		
	ARTICLE X MISCELLANEOUS	  	22
			
	    10.1	  	 Plan Not a Contract of Employment
	  	22
			
	    10.2	  	 No Rights Under Plan Except as Set Forth Herein
	  	22
			
	    10.3	  	 Rules
	  	22
			
	    10.4	  	 Withholding of Taxes
	  	22
			
	    10.5	  	 Severability
	  	22

  

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 RALCORP HOLDINGS, INC. 
 DEFERRED COMPENSATION PLAN 
 FOR KEY EMPLOYEES 
 (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. Deferred Compensation Plan for Key Employees 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. Amendment One, adopted
September 18, 2007, amended the Plan to reflect the deferral of amounts payable under retention bonus programs and to have balances credited to the accounts of eligible management employees under deferred compensation plans of acquired
operations. 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. 
  

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 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 “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. 
 1.6 “Board” means the Board of Directors of the Company. 
 1.7 “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 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. 
 1.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 1.9 “Committee” means the Corporate Governance and Compensation Committee of the Board. 
 1.10 “Company” means Ralcorp Holdings, Inc., a Missouri corporation, and any successor thereto. 
 1.11 “Company Matching Contributions” means the Company contributions described in Section 3.5. 
  

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 1.12 “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. 
 1.13 “Deferral Election” means an agreement between a Participant and the Company under which the Participant agrees to a
deferral of his annual bonus, Performance-Based Compensation or other compensation in accordance with Section 3.1 as follows: 
 (a) a specified percentage (from 1% to 100%) of a Participant’s bonus, Performance-Based Compensation or other compensation; 
 (b) all of a Participant’s bonus, Performance-Based Compensation or other compensation up to a specified dollar amount; or 
 (c) all of a Participant’s bonus, Performance-Based Compensation or other compensation in excess of a specified dollar amount.

 1.14 “Eligible Employee” means an employee of the Company, or except as provided below an employee of a subsidiary
of the Company, who is a member of a select group of management or highly compensated employees and who is eligible to receive a bonus, Performance-Based Compensation or other compensation, in the discretion of the Committee, from the Company or
from a subsidiary of the Company. An employee of a subsidiary of the Company that became a subsidiary of the Company on or after January 1, 2003 shall not be an Eligible Employee unless a Chief Executive Officer has extended this Plan to such
subsidiary. 
 1.15 “Executive Savings Investment Plan” means the Ralcorp Holdings, Inc. Executive Savings Investment
Plan. 
 1.16 “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. 
 1.17
“Participant” means any Eligible Employee who satisfies the conditions for participation in the Plan set forth in Section 2.1. 
 1.18 “Performance-Based Compensation” means Compensation that constitutes performance-based compensation as defined by Section 409A of the Code and the regulations
thereunder. 
  

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 1.19 “Plan” means the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key
Employees, as originally adopted and as from time to time amended including this restatement. 
 1.20 “Plan Year”
means the accounting year of the Plan, which ends on December 31. 
 1.21 “Retirement” means an Employee’s
Separation from Service following attainment of age 62. 
 1.22 “Rollover Amounts” mean amounts credited to the Plan
in accordance with Section 3.8. 
 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 Regulations 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 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 1.22(b) 

  

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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
independent contractor, except as provided in section 1.22(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 Services 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 “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. 
 1.26 “Termination for Cause” means a Participant’s termination of employment with the Company because
the Participant willfully engaged in gross misconduct; provided, however, that a “Termination for Cause” shall not include a termination attributable to: 
 (a) poor work performance, bad judgment or negligence on the part of the Participant; or 
 (b) an act or omission reasonably believed by the Participant in good faith to have been in or not opposed to the best interests of his
employer and reasonably believed by the Participant to be lawful. 
 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. 
  

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 1.28 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. 
 (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. 
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 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 a bonus, Performance-Based
Compensation or other compensation earned during a Plan Year by making a Deferral Election with respect to such bonus, Performance-Based Compensation or other compensation, in the manner set forth in Section 3.1. 
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 ARTICLE III 
 ACCOUNTS 
 3.1 Deferral Election 
 (a) Annual Bonus. Prior to each Plan Year, a Participant may execute a Deferral Election under which he may elect to defer all or a
portion of his annual bonus earned during such Plan Year. A Deferral Election is irrevocable upon the beginning of the Plan Year to which it applies. 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. Each Deferral Election shall be in a form designated by the Committee. 
 (b) Performance-Based Compensation. Notwithstanding subsection (a) above, in the case of a Deferral Election to defer
compensation which is Performance-Based Compensation, as defined herein, a Deferral Election must be made no later than the date (as determined by the Committee) that is six months before the end of the performance period, provided that (1) the
Participant continuously performs services from the later of the beginning of the performance period or the date the performance criteria are established through the date the Participant makes his Deferral Election and (2) the Performance-Based
Compensation is not substantially certain to be paid and is not readily ascertainable as of the date of such Deferral Election. 
 (c) Other Compensation. Notwithstanding subsections (a) and (b) above, in the discretion of the Committee, a Participant may execute a Deferral Election with respect to certain forfeitable rights in a manner consistent with
Section 409A including: (1) a legally binding right to a payment of other compensation in a subsequent year provided that, (2) the payment of compensation is subject to a forfeiture condition requiring the Participant’s continued
services for a period of at least 12 months from the date the Participant obtains the legally binding right, (3) the Deferral Election is made within 30 days after the Participant obtains the legally binding right to the compensation, and
(4) the Deferral Election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse. 
 3.2 Deferral Period. A Participant shall specify on a distribution election form, approved by the Committee, on or before the Deferral Election which of the following times the bonus, Performance-Based
Compensation or other compensation shall be paid: 
 (a) Short-term deferral: in January of the year following the year the
bonus would have been paid in the absence of the Deferral Election. 
 (b) Deferral until a specified date: the last day of a
calendar month that is at least three years after the date the bonus would have been paid in the absence of the Deferral Election. 
 (c) Deferral until Separation from Service. 
  

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 3.3 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 3.4 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. The amount of a Participant’s annual bonus, Performance-Based Compensation or other compensation deferred by a Deferral
Election shall be credited to the Participant’s Account as soon as administratively. 
 3.4 Credits or Charges 

(a) 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, if any, 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. 
 (b) 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 3.4(a) above. 
 3.5 Company Matching Deferral 
 (a) Committee Discretion. The Committee may determine that a Company matching contribution described in this Section 3.5 shall be made with respect to Participant deferrals for any specific fiscal year of
the Company. Absent such determination with respect to any such fiscal year deferrals, no Participant shall be entitled to the Company matching contribution described herein. The amount of matching contribution shall be equal to a percentage (as
determined by the Committee) of a Participant’s compensation that is deferred pursuant to such Deferral Election and credited to the Ralcorp Holdings, Inc. Common Stock Fund, up to a maximum percentage of Participant’s compensation as
determined by the Committee. Such Company matching contributions and all earnings thereon are hereinafter referred to as “Company Matching Contributions.” Company Matching Contributions for a Participant shall be credited to the
Participant’s Matching Contributions Account at the same time as Deferral Election amounts are credited pursuant to Section 3.3. 
 (b) Vesting. 
 (i) Deferrals After December 31, 2000. Vesting for
Company Matching Contributions with respect to deferrals made after December 31, 2000 shall be governed by this paragraph: 
 (1) A Participant’s Company Matching Contribution shall not vest until the Participant has been employed by the Company for a period of at least five years following the relevant date of crediting with respect to such Company Matching
Contribution. 
  

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 The non-vested portion of a Participant’s Company Matching Contributions shall be forfeited upon a
Participant’s Separation from Service; provided, however, that (a) if a Participant’s Separation from Service is by reason of Retirement, Participant’s otherwise non-vested Company Matching Contributions shall be deemed 100%
vested if the Participant’s Company Matching Contributions have been invested in the Company Stock Fund for at least one year from the date the Company credited the Company Matching Contributions to Participant’s Matching Contributions
Account; or (b) if a Participant becomes disabled, as is determined by the Committee, or the Participant’s Separation of Service is by reason of death or Involuntary Termination other than for cause, Participant’s otherwise non-vested
Company Matching Contributions shall be deemed 100% vested. 
 (2) In addition, if at any time prior to the date that is two
years after a Participant’s Separation from Service prior to age 62, the Committee determines that the Participant has engaged in competition with the Company or any Affiliate or has engaged in any activity or conduct contrary to the best
interests of the Company or an Affiliate, the Participant’s right to his Company Matching Contributions Account shall be forfeited and the Participant shall promptly, upon written demand by the Company, remit to the Company all amounts paid to
him or her upon termination. The determination that a Participant is engaging in competition with the Company shall be made by the Committee in its sole and absolute discretion. In exercising its discretion, the Committee shall consider, among other
factors, the nature of the competitive activity, the potential harm to the Company which may result from the competitive activity, the Participant’s ability to find non-competitive employment and the Participant’s financial need. Upon
request, the Committee shall advise a Participant whether it deems an activity in which the Participant proposes to engage to be a competitive activity. 
 (3) Notwithstanding the above, however, upon a Change in Control there will be no forfeiting of Company Matching Contributions in the event of a Participant’s engaging in competition with the Company.
Notwithstanding anything else contained herein, in the event of a Change in Control, Company Matching Contributions shall vest in their entirety and shall not be subject to forfeiture. 
 (ii) Deferrals Prior to January 1, 2001. All then existing Company Matching Contributions were fully vested as of
January 1, 2001. 
 (c) Investment of Company Matching Contributions. All Company Matching Contributions
credited to a Participant shall be deemed to be invested in the Ralcorp Holdings, Inc. Common Stock Fund. Notwithstanding the foregoing, all Company Matching Contributions as of January 1, 2001 were eligible to be transferred to any Fund during
the period from January 1, 2001 through January 1, 2003. Any balance of Company Matching Contributions remaining as of January 1, 2003 shall be restricted to the Ralcorp Holdings, Inc. Common Stock Fund. 
  

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 (d) Form of distribution. Any distribution with respect to Company Matching
Contributions that remain invested in the Common Stock Fund shall be in Stock, with cash for any fractional shares, unless the Committee in its discretion changes the form of distribution to all cash or any other combination of Stock and cash.

 (e) 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. 
 3.8 Rollover Amounts. If the Company acquires an operation
that sponsored a nonqualified deferred compensation plan under which Participants have accounts, the amount credited to a Participant’s account under such acquired operation’s nonqualified deferred compensation plan may, in the sole and
absolute discretion of the Company, be credited to the Participant’s Account under this Plan in a separate bookkeeping sub-account and shall include earnings and losses credited pursuant to Section 3.4. Rollover Amounts shall be invested
in accordance with Sections 3.6 and Article IV and distributed in accordance with Article V. 
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 ARTICLE IV 
 FUNDS 
 4.1 Fund Selection. Except for short-term deferrals described in
Section 3.2(a) and Company Matching Contributions described in Section 3.5, 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. Short-term deferrals shall be credited earnings at the rate of the Fund which 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 Executive Savings Investment Plan, and the most recent Fund selection under
either this Plan or the Executive Savings Investment 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 Transfer. Subject to any limitations set forth herein and/or established by
the Committee from time to time, a Participant may transfer amounts between Funds as of the close of each business day. The Committee has discretion to set any limitations on the transfer of such funds as it deems necessary or desirable under
applicable laws and regulations or to ensure the orderly operation of the Plan. With respect to the Company Stock Fund, the following limitations shall apply: 
 (a) Amounts transferred from a Fund into the Company Stock Fund may not be transferred out of the Company Stock Fund; 
 (b) Amounts deferred after October 1, 2008 directed into the Company Stock Fund that are subject to a Company Matching Contribution
and the related vested Company Matching Contribution may be exchanged between the Company Stock Fund and any other Fund but such ability to transfer does not alter the vesting requirements of the Plan; and 
 (c) All other amounts deferred directly into the Company Stock Fund may not be transferred to any other Fund. 
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 ARTICLE V 
 DISTRIBUTION OF ACCOUNT 
 5.1 Time of Distribution 
 (a) General. Payment of the amount credited to a Participant’s Account shall be made or commence upon the earlier of the
following: 
 (i) the date specified in a distribution election form; 
 (ii) a Change in Control; 
 (iii) 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 
 (iv) 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., bonuses 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 date of the Participant’s Separation from Service occurs; 
 (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 
  

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 (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. 
 (d) Rollover Amounts.
Notwithstanding anything to the contrary, but subject to Section 5.1(b), a Participant’s Rollover Amounts shall be distributed at the time determined in accordance with the terms of the nonqualified deferred compensation plan sponsored by
the acquired operation as of the date each such Rollover Amount became credited under this Plan as a Rollover Amount. 
 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 any 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. In the case of a deferral until a specified date, the amount paid will equal the lesser of the following: 
 (a) the amount deferred; or 
 (b) the current value of the amount deferred determined as of the most recent
Allocation Date preceding the date as of which distribution is made. 
 Notwithstanding anything to the contrary, a Participant’s Rollover Amounts shall
be distributed in the method determined in accordance with the terms of the nonqualified deferred compensation plan sponsored by the acquired operation as of the date each such Rollover Amount became credited under this Plan as a Rollover Amount.

 5.3 Method of Distribution. Distribution under this Plan with respect to a short-term deferral and a deferral until a
specified date shall be in a single payment in the form(s) determined pursuant to Section 5.4. Distribution under this Plan with respect to a deferral until Separation from Service may be made in any of the following forms elected by the
Participant on his distribution election form, 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 
  

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 (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 single payment in the form(s) determined pursuant to Section 5.4. 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). 
 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. 
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 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. 
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 ARTICLE VII 
 VESTING 
 7.1 Vesting. Each Participant shall be fully (100%) vested in his
Account balance attributable to Deferral Elections at all times. Vesting with respect to Company Matching Contributions is described in Section 3.5. 
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 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 Code section 409A 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. 
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 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. 
  

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 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; 
  

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 (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 Code section 409A, unless such failure was the result of an action or failure to act that was undertaken by Ralcorp in bad faith. 
  

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 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 Code section 409A, the non-compliant
provisions shall be interpreted and applied in a manner that complies with Code section 409A 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. 
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