Unassociated Document


    Exhibit
      10.21

    


    RALCORP
      HOLDINGS, INC.

    


    EXECUTIVE
      LONG-TERM DISABILITY PLAN

    


    (Amended
      and Restated Effective as of October 1, 2005)

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    




    RALCORP
      HOLDINGS, INC.

    EXECUTIVE
      LONG-TERM DISABILITY PLAN

    (Amended
      and Restated Effective as of October 1, 2005)

    


    Table
      of Contents

     

    
      
        	 	
                Page

              
	
                ARTICLE
                  I

              	 
	
                1.1    
                  History
                  and Effective Date

              	
                1

              
	
                1.2    
                  Purpose

              	
                1

              
	
                1.3    
                  Scope
                  of the Plan

              	
                1

              
	 	 
	
                ARTICLE II

              	 
	
                2.1    
                  Committee

              	
                2

              
	
                2.2    
                  The
                  Committee’s
                  Powers and
                  Duties

              	
                2

              
	 	 
	
                ARTICLE
                  III

              	 
	
                3.1    
                  Participation
                  in the Plan

              	
                3

              
	 	 
	
                ARTICLE
                  IV

              	 
	
                4.1    
                  Benefits

              	
                4

              
	
                4.2    
                  Compensation
                  Definitions

              	
                4

              
	
                4.3    
                  Disabled

              	
                4

              
	
                4.4    
                  Payments

              	
                4

              
	 	 
	
                ARTICLE
                  V

              	 
	
                5.1    
                  Payment
                  to Person under a Disability

              	
                6

              
	
                5.2    
                  Payment
                  by the Company

              	
                6

              
	 	 
	
                ARTICLE
                  VI

              	 
	
                6.1    
                  Unfunded
                  Obligation

              	
                7

              
	 	 
	
                ARTICLE
                  VII

              	 
	
                7.1    
                  Non-Assignability
                  of Benefits

              	
                8

              
	
                7.2    
                  Claims
                  Procedure

              	
                8

              
	
                7.3    
                  Expenses

              	
                10

              
	
                7.4    
                  Conclusiveness
                  of Action

              	
                10

              
	
                7.5    
                  Liability
                  of Administrator

              	
                10

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                7.6    
                  Power
                  to Amend Plan

              	
                10

              
	
                7.7    
                  Applicable
                  State Law

              	
                11

              
	
                7.8    
                  No
                  Guarantee of Employment

              	
                11

              
	
                7.9    
                  No
                  Rights Under Plan Except as Set Forth
                  Herein

              	
                11

              
	
                7.10  
                  Withholding
                  of Taxes

              	
                11

              
	
                7.11  
                  Severability

              	
                11

              
	
                7.12  
                  No
                  Examination or Accounting

              	
                11

              
	
                7.13  
                  Other
                  Terms and Conditions

              	
                11

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    RALCORP
      HOLDINGS, INC.

    EXECUTIVE
      LONG-TERM DISABILITY PLAN

    (Amended
      and Restated Effective as of October 1, 2005)

    


    ARTICLE
      I

    NAME
      AND PURPOSE

     

    1.1 
History
      and Effective Date

     

    Ralcorp
      Holdings, Inc. (the “Company”) previously adopted the Ralcorp Holdings, Inc.
      Executive Long-Term Disability Plan (as amended from time to time the “Plan”),
      which is hereby amended and restated effective as of October 1,
      2005.

     

    1.2 
Purpose 

     

    The
      purpose of the Plan is to provide supplemental disability benefits for certain
      executives of the Company and its subsidiaries to secure the good will, loyalty
      and efficiency of the covered executives, and to attract and retain in the
      employ of the Company persons of outstanding competence.

     

    1.3 
Scope
      of the Plan 

     

    The
      Plan is intended to be an unfunded welfare plan maintained by the Company for
      the purpose of providing benefits for a select group of management or highly
      compensated employees, pursuant to Section 104(a)(3) of the Employee Retirement
      Income Security Act of 1974 (ERISA) and Labor Department regulation Section
      2520.104-24 thereunder, or any statutory or regulatory provisions that may
      hereafter replace such sections. No Participant shall be required or permitted
      to make contributions to the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II

    ADMINISTRATION

     

    2.1 
Committee

     

    The
      Corporate Governance and Compensation Committee (the “Committee”) of the Board
      of Directors of the Company shall be the administrator of the Plan.

     

    2.2 
The
      Committee’s Powers and Duties 

     

    The
      Committee shall have such powers and duties as may be necessary to discharge
      its
      functions hereunder including, but not limited to, the following:

     

    (a)
      to
      make such rules and regulations as may be required to carry out the provisions
      of the Plan or to facilitate the operations of the Plan;

     

    (b)
      to
      construe and interpret the Plan, to decide all questions of eligibility and
      to
      determine the amount, manner and time of payment of any benefits
      hereunder;

     

    (c)
      to
      make a determination as to the right of any person to a benefit;

     

    (d)
      to
      obtain from the Company and from Participants such information as shall be
      necessary for the proper administration of the Plan and, when appropriate,
      to
      furnish such information to other persons entitled thereto;

     

    (e)
      to
      authorize one or more agents to make any payment on behalf of the Company,
      to
      appoint agents and clerks, and to employ such professional services, including
      legal, medical, accounting and actuarial, as may be required in carrying out
      the
      provisions of the Plan; and

     

    (f)
      to
      keep all such books of account, records and other data as may be necessary
      for
      the proper administration of the Plan.

     

    All
      determinations and actions by the Committee pursuant to the terms of the Plan
      and any rules or regulations thereunder shall be binding upon all Participants
      and their Beneficiaries.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

    PARTICIPATION

     

    3.1 
Participation
      in the Plan 

     

    A
      “Participant” shall mean and include any corporate officer, and any other person
      designated by a Chief Executive Officer and approved by the Committee, who
      participates in a long-term disability plan of the Company or a subsidiary
      of
      the Company for its employees generally (an “Underlying LTD Plan”).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV

    BENEFITS

     

    4.1 Benefits 

     

    If
      a Participant is “Disabled” (defined below), he shall be paid a monthly
      supplemental benefit under this Plan in the gross amount that will net the
      Participant, after reduction for estimated income taxes as described in the
      formula below, an amount equal to sixty percent (60%) of the difference between
      his “Benefit Earnings” (defined below) and his “Underlying LTD Plan
      Compensation” (defined below), divided by 12. 

     

    Expressed
      as a formula, the amount of each payment shall equal P in the
      formula:

     

    P
      = a ÷ (l - r), where

     

    a
      = 60% of the difference between the Participant’s Benefit Earnings and his
      Underlying LTD Plan Compensation, divided by 12, and 

     

    r
      = the estimated net blended federal, state and local income tax rate applicable
      to the Participant, based on the highest such rates in effect for a married
      individual filing a joint return for the year the payment is made and living
      in
      the Participant’s state and locality of residence.

     

    4.2 
Compensation
      Definitions

     

    (a)
      “Benefit
      Earnings” shall have the same meaning as in the Ralcorp Underlying LTD Plan
      (defined below).

     

    (b)
      A
      Participant’s “Underlying LTD Plan Compensation” means the Participant’s annual
      compensation taken into account under the Underlying LTD Plan in determining
      the
      Participant’s benefits under the Underlying LTD Plan. 

     

    (c)
      The
      determination of Total Compensation and Underlying LTD Plan Compensation shall
      be made by the Committee in its sole discretion, and such determination shall
      be
      binding and conclusive on all parties.

     

    4.3 
Disabled

     

    A
      Participant shall be “Disabled” if:

     

    (a)
      The
      Participant is entitled to benefits under the Underlying LTD Plan sponsored
      by
      the Company (the “Ralcorp Underlying LTD Plan”); or

     

    (b)
      The
      Participant would be entitled to benefits under the Ralcorp Underlying LTD
      Plan
      if the Participant were a participant in the Ralcorp Underlying LTD
      Plan.

     

    4.4 
Payments

     

    A
      benefit payment under this Plan shall be made to a Participant:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (a)
      If
      the Participant is a participant in the Ralcorp Underlying LTD Plan, for each
      month the Participant actually receives and is entitled to a payment under
      the
      Ralcorp Underlying LTD Plan, or 

     

    (b)
      If
      the Participant is not a participant in the Ralcorp Underlying LTD Plan, for
      each month the Participant would be entitled to a payment under the Ralcorp
      Underlying LTD Plan if the Participant were a participant in the Ralcorp
      Underlying LTD Plan. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    ARTICLE
      V

    PAYMENT
      OF BENEFITS

     

    5.1 
Payment
      to Person under a Disability 

     

    If
      the Participant becomes incompetent or incapable of handling the disposition
      of
      his property, the Committee may pay the Benefit to the guardian, legal
      representative or person having the care and custody of the Participant. The
      Committee may require proof of incompetency, minority or guardianship as it
      may
      deem appropriate prior to distribution of the Benefit. Such distribution shall
      completely discharge the Committee and the Company from all liability with
      respect to the Benefit.

     

    5.2 
Payment
      by the Company

     

    All
      payments under this Plan shall be made by the Company.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI

    FUNDING
      THE PLAN

     

    6.1 Unfunded
      Obligation

     

    All
      benefits under this Plan are an unfunded obligation of the Company. Nothing
      herein contained shall require the Company to segregate any monies from its
      general funds, to create any trust, to make any special deposits, or to purchase
      any policies of insurance with respect to this obligation. Title to and
      beneficial ownership of any policies of insurance purchased or funds invested
      by
      the Company, including the proceeds, income and profits therefrom, which the
      Company may make to fulfill its obligations under this Plan shall at all times
      remain in the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII

    MISCELLANEOUS

     

    7.1 
Non-Assignability
      of Benefits 

     

    No
      amount payable at any time under the Plan shall be subject in any manner to
      alienation, sale, transfer, assignment, pledge, or encumbrance of any kind.
      Any
      attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber
      any
      benefit, whether presently or thereafter payable, shall be void. To the extent
      permitted by law, no benefit shall in any manner be subject to garnishment,
      attachment, execution, or other legal process or be liable for, or subject
      to
      the debts or liability of any Participant or Beneficiary.

     

    7.2 
Claims
      Procedure

     

    A
      Participant 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 45 days after its receipt of a claim, make its
      determination. However, if special circumstances require an extension of time
      for processing the claim, the Company shall furnish the Claimant, within 30
      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 75 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 the 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (b)
      Procedures
      for Appealing an Adverse Benefit Determination.
      Within 180 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 180 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;

     

    (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 45 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 90 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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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.

     

    7.3 
      Expense

     

    All
      expenses of the Committee with respect to the Plan shall be paid by the
      Company.

     

    7.4 
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.

     

    7.5 
Liability
      of Administrator

     

    In
      connection with any action or determination, the Committee shall be entitled
      to
      rely upon information furnished by the Company or its subsidiaries. To the
      extent permitted by law, the Company shall indemnify the Committee against
      any
      liability or loss sustained by reasons of any act or failure to act in his
      administrative capacity, if such act or failure to act does not involve willful
      misconduct. Such indemnification of the Committee shall include attorneys’ fees
      and other costs and expenses reasonably incurred in defense of any action
      brought against the Committee by reason of any such act or failure to
      act.

     

    7.6 
Power
      to Amend Plan

     

    (a)
      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. Any amendment
      made in accordance with this Section 7.6
      is binding upon all Participants and their Beneficiaries, the Trustee, the
      Committee and all other parties in interest. The Company reserves the right
      to
      assign its rights and obligations under this Plan to a third party.

     

    (b)
      Notwithstanding
      anything to the contrary: 

     

    (i)
      The
      nature and scope of coverage for any actively employed Participant will not
      be
      reduced or terminated unless coverage is reduced or terminated for all actively
      employed Participants;

     

    (ii)
      The
      nature and scope of coverage for retired Participants will not be changed to
      their detriment unless mandated by law.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (iii)
      Following a Change in Control (as defined in the Ralcorp Holdings, Inc. Deferred
      Compensation Plan for Key Employees), the nature and scope of coverage may
      not
      be diminished or terminated with respect to any individual who, as of the date
      a
      Change in Control occurred, was a corporate officer or other person designated
      by a Chief Executive Officer and approved by the Committee.

     

    7.7   Applicable
      State Law

     

     This
      Plan shall be construed in accordance with the laws of the State of
      Missouri.

     

    7.8   No
      Guarantee of Employment

     

     Nothing
      contained in this Plan shall be construed as a contract of employment between
      a
      Company or a subsidiary and any Participant, or as a right of any Participant
      to
      be continued in the employment of his Employer.

     

    7.9   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.

     

    7.10 
Withholding
      of
      Taxes.  The
      Committee shall cause taxes to be withheld from any amount distributed hereunder
      as required by law, and shall comply with all reporting requirements applicable
      to amounts deferred and distributed under this Plan.

     

    7.11 
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.

     

    7.12 
No
      Examination or Accounting

     

     
      Neither this Plan nor any action taken thereunder shall be construed as giving
      any persons the right to an accounting or to examine the books or affairs of
      the
      Company.

     

    7.13 
Other
      Terms and Conditions

     

     
      The Company may impose such other lawful terms and conditions on an employee’s
      participation in this Plan as it shall deem desirable.

     

    
      
        
        

      

      
        11