Unassociated Document


    
      

    


    Exhibit
      10.23

    


    RALCORP
      HOLDINGS, INC.

    


    RETIRED
      EXECUTIVE SURVIVOR BENEFIT PLAN

    


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

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    




    RALCORP
      HOLDINGS, INC.

    RETIRED
      EXECUTIVE SURVIVOR BENEFIT 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

                
	3.2    
                  Service	3
	 	 
	
                  ARTICLE
                    IV

                	 
	
                  4.1    
                    Survivor’s
                    Benefits

                	
                  4

                
	
                  4.2    
                    Benefit
                    Earnings

                	
                  4

                
	
                  4.3    
                    Determinations

                	
                  4

                
	 	 
	
                  ARTICLE
                    V

                	 
	
                  5.1    
                    Beneficiary

                	
                  5

                
	
                  5.2    
                    Proof of Death or
                    Disability

                	
                  5

                
	5.3    
Payment
                  to Person under a
                  Disability	5
	5.4    
Payment
                  by the
                  Company	5
	 	 
	
                  ARTICLE
                    VI

                	 
	
                  6.1    
                    Unfunded
                    Obligation

                	
                  6

                
	 	 
	
                  ARTICLE
                    VII

                	 
	
                  7.1    
                    Non-Assignability
                    of Benefits

                	
                  7

                
	
                  7.2    
                    Claims
                    Procedure

                	
                  7

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  7.3    
                    Expenses

                	
                  9

                
	
                  7.4    
                    Conclusiveness
                    of Action

                	
                  9

                
	
                  7.5    
                    Liability
                    of Committee

                	
                  9

                


        

      

      
        	
                7.6    
                  Power
                  to Amend Plan

              	
                9

              
	
                7.7    
                  Applicable
                  State Law

              	
                10

              
	
                7.8    
                  No
                  Guarantee of Employment

              	
                10

              
	
                7.9    
                  No
                  Rights Under Plan Except as Set Forth
                  Herein

              	
                10

              
	
                7.10  
                  Withholding
                  of Taxes

              	
                10

              
	
                7.11  
                  Severability

              	
                10

              
	
                7.12  
                  No
                  Examination or Accounting

              	
                10

              
	
                7.13  
                  Other
                  Terms and Conditions

              	
                10

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    RALCORP
      HOLDINGS, INC.

    RETIRED
      EXECUTIVE SURVIVOR BENEFIT 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 Life Insurance Plan, which is hereby amended, restated and renamed
        the
        Ralcorp Holdings, Inc. Retired Executive Survivor Benefit Plan (as amended
        from
        time to time the “Plan”), effective October 1, 2005.

    

     

    1.2 
Purpose 

     

    
      The
        purpose of the Plan is to provide survivor benefits for certain retired
        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
        corporate officer, and any other person designated by a Chief Executive Officer
        and approved by the Committee, shall become a “Participant” upon retirement from
        performing services as a common law employee of the Company and its subsidiaries
        if, at the time of retirement, the individual:

       

      (a)  
        participates in a Company-sponsored group life plan with coverage at least
        one
        times earnings; and 

       

      (b)  
        either

       

      (i)  
        has a combination of age and years of service totaling at least 80;
        or

       

      (ii) 
        satisfies one of the following two requirements:

       

      (1)
        if the individual was hired by the Company prior to October 1, 2005, the
        individual was at least age 55 and had at least two (2) years of service;
        or

       

      (2)
        if the individual was hired by the Company on or after October 1, 2005, the
        individual was at least age 55 and had at least
        ten (10) years of service.

       

      3.2 
Service 

       

      For
        purposes of Section 3.1, only service with the Company, or a subsidiary of
        the
        Company while a subsidiary, will be recognized to determine if an individual
        is
        a Participant. Service with a subsidiary of the Company prior to becoming
        a
        subsidiary will not be recognized to determine if an individual is a
        Participant. An individual will cease to be a Participant if his service
        with
        the Company or a subsidiary of the Company terminates by reason of divestiture,
        spin-off or other disposition of a subsidiary, division or other business
        unit
        of the Company.

       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV

    SURVIVOR’S
      BENEFITS

     

    4.1 
Survivor’s
      Benefits 

    

      Upon
        the death of a Participant, the Company shall pay to the Participant’s
        Beneficiary, within sixty (60) days after the date of the Participant’s death, a
        single sum cash payment in the gross amount that will net the Beneficiary,
        after
        reduction for estimated income taxes as described in the formula below, an
        amount equal to fifty percent (50%) of the Participant’s Benefit Earnings
        (defined in Section 4.2).

       

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

       

      P
        = a ÷ (l - r), where

       

      a
        = 50% of the Participant’s Benefit Earnings, and 

       

      r
        = the estimated net blended federal, state and local income tax rate applicable
        to the Beneficiary, 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 Beneficiary’s state and locality of residence.

       

      4.2 
Benefit
        Earnings 

       

      A
        Participant’s “Benefit Earnings” shall mean the Participant’s regular pay,
        bonuses, and incentive amounts that may be paid or deferred, including any
        pretax contribution made to any benefit plan, for the last calendar year
        preceding the year of the Participant’s termination or retirement in which the
        Participant had a full twelve (12) months of earnings, but excluding any
        tax
        gross-up or other amount added to income specifically to cover the cost of
        taxation of any compensation.

       

      4.3 
Determinations

       

      All
        determinations necessary in calculating benefits under this Plan, including
        the
        applicable net blended tax rate and Benefit Earnings, shall be made by the
        Committee in its sole discretion, and all such determinations shall be binding
        and conclusive on all parties.

       

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    ARTICLE
      V

    PAYMENT
      OF BENEFITS

     

    5.1 
      Beneficiary
       

      The
        “Beneficiary” shall be the person or persons designated from time to time by a
        Participant, upon a form made available by the Committee for such purpose
        or in
        such form satisfactory to the Committee, to receive an amount payable with
        respect to the Participant. In the event that no such designation shall have
        been made or the person so designated shall have predeceased the Participant,
        such amount shall be paid to the Participant’s estate. A Participant may at any
        time change his beneficiary designation by filing prior to such Participant’s
        death, written notice of such change with the Committee in the manner set
        forth
        in this Section 5.1.

       

      5.2 
Proof
        of Death or Disability 

       

      The
        Committee may require proof of death of a Participant and evidence of the
        right
        of a Beneficiary to receive the benefit with respect to a deceased
        Participant.

       

      5.3 
Payment
        to Person under a Disability 

       

      If
        any amount payable with respect to a Participant is payable to a minor or
        incompetent or to a person incapable of handling the disposition of his
        property, the Committee may pay such amount to the guardian, legal
        representative or person having the care and custody of such Beneficiary.
        The
        Committee may require proof of incompetency, minority or guardianship as
        it may
        deem appropriate prior to payment of such amount. Such payment shall completely
        discharge the Committee and the Company from all liability with respect to
        such
        amount.

       

      5.4
 Payment
        by the Company

       

      All
        payments to Beneficiaries shall be made by the Company.

       

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI

    FUNDING
      THE PLAN

     

    6.1  Unfunded
      Obligation

     

    
      All
        amounts payable pursuant to 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.

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    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 under this Plan, whether presently or thereafter payable, shall be
        void.
        To the extent permitted by law, no benefit under this Plan 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 Beneficiary or other person who feels he is entitled to a
        benefit
        or right 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 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 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 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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (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;

     

    (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 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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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 
      Expenses

     

    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 Committee

     

    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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (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 was a corporate
      officer or other person designated by a Chief Executive Officer and approved
      by
      the Committee, as of the date a Change in Control occurred.

     

    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.

     

    
      
        
        

      

      
        10