Unassociated Document


    
      

    


    


    


    Exhibit
      10.24

    RALCORP
      HOLDINGS, INC.

    


    


    EXECUTIVE
      SAVINGS INVESTMENT PLAN

    


    


    (Amended
      and Restated Effective January 1, 2005)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    





    RALCORP
      HOLDINGS, INC.

     

    EXECUTIVE
      SAVINGS INVESTMENT PLAN

     

     

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

     

    TABLE
      OF CONTENTS

     

    


     

    


    
      
        
          	 	 	
                  Page

                
	
                  PREAMBLE

                	 	
                  1

                
	 	 	 
	
                  ARTICLE I
                    DEFINITIONS

                	 	
                  2

                
	
                  1.1    
                    “Account’’

                	 	
                  2

                
	
                  1.2    
                    “Acquiring Person’’

                	 	
                  2

                
	
                  1.3    
                    “Affiliate’’ or
                    "Associate’’

                	 	
                  2

                
	
                  1.4    
                    “Allocation Date’’

                	 	
                  2

                
	
                  1.5    
                    “Basic Matched
                    Contribution’’

                	 	
                  2

                
	
                  1.6    
                    “Basic Unmatched
                    Contribution’’

                	 	
                  2

                
	
                  1.7    
                    “Beneficiary’’

                	 	
                  2

                
	
                  1.8    
                    “Board’’

                	 	
                  2

                
	
                  1.9    
                    “Change in
                    Control’’

                	 	
                  2

                
	
                  1.10  
                    “Code’’

                	 	
                  3

                
	
                  1.11  
                    “Committee’’

                	 	
                  3

                
	
                  1.12  
                    “Company’’

                	 	
                  3

                
	
                  1.13  
                    “Company Matching
                    Contribution’’

                	 	
                  3

                
	
                  1.14  
                    “Compensation’’

                	 	
                  3

                
	
                  1.15  
                    “Continuing Director’’

                	 	
                  3

                
	
                  1.16  
                    “Deferral
                    Election’’

                	 	
                  3

                
	
                  1.17  
                    “Deferred Compensation
                    Plan’’

                	 	
                  3

                
	
                  1.18  
                    “Eligible
                    Employee’’

                	 	
                  4

                
	
                  1.19  
                    “Fund’’

                	 	
                  4

                
	
                  1.20  
                    “Participant’’

                	 	
                  4

                
	
                  1.21  
                    “Plan’’

                	 	
                  4

                
	
                  1.22  
                    “Plan
                    Year’’

                	 	4
	
                  1.23 
                    “Separation from
                    Service’’

                	 	4


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  1.24  
                    “SIP’’

                	 	
                  4

                
	
                  1.25  
                    “SIP Refund Deferral
                    Election’’

                	 	4
	
                  1.26  
                    “Stock’’

                	 	4
	
                  1.27  
                    “Unforeseeable
                    Emergency’’

                	 	4
	
                  1.28  
                    “Year of
                    Service’’

                	 	5
	
                  1.29  
                    “Rules of
                    Construction’’

                	 	5
	 	 	 
	ARTICLE
                  II PARTICIPATION IN THE PLAN	 	6
	
                  2.1    “Eligibility’’

                	 	6
	
                  2.2    “Commencement
                    of Participation’’

                	 	6


        

      

       

    

    
      
        	ARTICLE
                III ACCOUNTS	 	7
	
                3.1   
                  Deferral Election

              	 	
                7

              
	
                3.2   
                  Amount of
                  Compensation Deferral

              	 	
                7

              
	
                3.3   
                  SIP Refund Deferral
                  Election

              	 	
                7

              
	
                3.4   
                  Account Reflecting Deferred
                  Compensation

              	 	
                7

              
	
                3.5   
                  Credits or Charges

              	 	
                7

              
	
                3.6   
                  Investment, Management and
                  Use

              	 	
                8

              
	
                3.7   
                  Valuation of Stock

              	 	
                8

              
	 	 	 
	
                ARTICLE
                  IV FUNDS

              	 	
                9

              
	
                4.1   
                  Fund Selection

              	 	
                9

              
	
                4.2   
                  Exchange

              	 	
                9

              
	 	 	 
	
                ARTICLE
                  V DISTRIBUTION OF ACCOUNT

              	 	
                10

              
	
                5.1   
                  Time of Distribution

              	 	
                10

              
	
                5.2   
                  Amount Distributed

              	 	
                11

              
	
                5.3   
                  Method of Distribution

              	 	
                11

              
	
                5.4   
                  Form of Payment

              	 	
                11

              
	
                5.5   
                  Distribution Upon Death

              	 	
                11

              
	
                5.6   
                  Designation of Beneficiary

              	 	
                12

              
	 	 	 
	
                ARTICLE
                  VI NON-ASSIGNABILITY

              	 	
                13

              
	
                6.1   
                  Non-Assignability

              	 	
                13

              
	 	 	 
	
                ARTICLE
                  VII VESTING

              	 	
                14

              
	
                7.1   
                  Vesting

              	 	
                14

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
        	 	 	 
	
                ARTICLE
                  VIII AMENDMENT OR TERMINATION OF THE PLAN

              	 	
                15

              
	
                8.1   
                  Power to Amend Plan

              	 	
                15

              
	
                8.2   
                  Distribution of Plan Benefits Upon
                  Termination

              	 	
                15

              
	
                8.3   
                  When Amendments Take Effect

              	 	
                15

              
	
                8.4   
                  Restriction on Retroactive
                  Amendments

              	 	
                15

              
	 	 	 
	
                ARTICLE
                  IX PLAN ADMINISTRATION

              	 	
                16

              
	
                9.1   
                  Powers of the Committee

              	 	
                16

              
	
                9.2   
                  Indemnification

              	 	
                16

              
	
                9.3   
                  Claims Procedure

              	 	
                17

              
	
                9.4   
                  Expenses

              	 	
                18

              
	
                9.5   
                  Conclusiveness of Action

              	 	
                18

              
	 	 	 
	
                ARTICLE
                  X MISCELLANEOUS

              	 	
                19

              
	
                10.1 
                  Plan Not a Contract of
                  Employment

              	 	
                19

              
	
                10.2 
                  No Rights Under Plan Except as Set Forth
                  Herein

              	 	
                19

              
	
                10.3 
                  Rules

              	 	
                19

              
	
                10.4 
                  Withholding of Taxes

              	 	
                19

              
	
                10.5 
                  Severability

              	 	
                19

              


      

    

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    



    RALCORP
      HOLDINGS, INC.

     

    EXECUTIVE
      SAVINGS INVESTMENT PLAN

     

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

     

    PREAMBLE

     

    
      Ralcorp
        Holdings, Inc. (“Old Ralcorp”) maintained the Ralcorp Holdings, Inc. Deferred
        Compensation Plan for Key Employees (the “Old Ralcorp Plan”). The Company was
        incorporated on October 23, 1996 under the name “New Ralcorp Holdings, Inc.” as
        a wholly-owned subsidiary of Old Ralcorp. Following an internal restructuring
        on
        January 31, 1997, Old Ralcorp spun off the Company and the Company changed
        its
        name to “Ralcorp Holdings, Inc.” The Company adopted the Ralcorp Holdings, Inc.
        Executive Savings Investment Plan for effective January 31, 1997. 

       

      As
        of January 31, 1997, account balances of the Company’s Employees under the Old
        Ralcorp Plan were converted into account balances under this Plan upon terms
        and
        conditions approved by the Committee, and the Company became responsible
        under
        this Plan for the payment of all liabilities and obligations for benefits
        unpaid
        with respect to all such transferred accounts.

       

      The
        Company hereby amends and restates the Plan generally effective as of January
        1,
        2005. The Plan as set out herein is intended to be an unfunded retirement
        plan
        for a select group of management or highly compensated employees which, for
        deferrals after December 31, 2004, meets the requirements of Section 409A
        of the
        Code. This amendment and restatement is intended not to be a material
        modification of the Plan with respect to deferrals prior to January 1,
        2005.

       

      The
        purpose of the Plan is to enhance the profitability and value of the Company
        for
        the benefit of its shareholders by providing a supplemental retirement program
        to attract, retain and motivate selected employees who make important
        contributions to the success of the Company.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ARTICLE
        I

       

      DEFINITIONS

       

      As
        used in this Plan, the following capitalized words and phrases have the meanings
        indicated, unless the context requires a different meaning:

       

      1.1 
“Account”
        means the bookkeeping account established for each Participant to reflect
        amounts credited to such Participant under the Plan, including any subaccount(s)
        established by the Committee to record different types of credits.
        A
        separate bookkeeping account will be maintained with respect to deferrals
        attributable to periods ending on or before December 31, 2004 and related
        hypothetical investment earnings.

       

      1.2 “Acquiring
        Person” means
        any person or group of Affiliates or Associates who is or becomes the beneficial
        owner, directly or indirectly, of 20% or more of the outstanding
        Stock.

       

      1.3 
“Affiliate”
        or “Associate”  shall
        have the meanings set forth as of March 1, 1994 in Rule 12b-2 of the General
        Rules and Regulations under the Securities Exchange Act of 1934, as
        amended.

       

      1.4 
“Allocation
        Date”  means
        each day the New York Stock Exchange is open for business.

       

      1.5 
“Basic
        Matched Contribution” means
        the amount elected in a Participant’s Deferral Election as a Basic Matched
        Contribution for a given Plan Year, less the amount that the Company would
        contribute as a Basic Matched Contribution under the SIP for the Participant
        for
        that Plan Year if the Deferral Election were irrevocable as of the beginning
        of
        the Plan Year for purposes of the SIP.
         

      

      1.6 
“Basic
        Unmatched Contribution” means
        the amount elected in a Participant’s Deferral Election as a Basic Unmatched
        Contribution for a given Plan Year, less the amount that the Company would
        contribute as a Basic Unmatched Contribution under the SIP for the Participant
        for that Plan Year if the Deferral Election were irrevocable as of the beginning
        of the Plan Year for purposes of the SIP.

       

      1.7 
“Beneficiary” 
        means the person or persons designated by a Participant, or otherwise entitled,
        to receive any amount credited to his Account that remains undistributed
        at his
        death.

       

      1.8 
“Board” means
        the Board of Directors of the Company.

       

      1.9 
“Change in
        Control” means
        the time when (i) any person, either individually or together with such person’s
        Affiliates or Associates, shall become the beneficial owner, directly or
        indirectly, of at least 50% of the outstanding Stock and there shall have
        been a
        public announcement of such occurrence by the Company or such person or (ii)
        individuals who shall qualify as Continuing Directors shall have ceased for
        any
        reason to constitute at least a majority of the Board of Directors of Ralcorp
        Holdings, Inc.; 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
         

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       occurrence
        thereof by a majority of the Continuing Directors who shall then be members
        of
        such Board of Directors. Notwithstanding anything to the contrary, an event
        shall not be a Change in Control if it is not a change in control as that
        term
        is used in Section 409A of the Code.

       

      1.10 
“Code” means
        the Internal Revenue Code of 1986, as amended from time to
        time.

       

      1.11 
“Committee”
        means
        the Corporate Governance and Compensation Committee of the Board of
        Directors.
         

      

      1.12 
“Company”
        means
        Ralcorp Holdings, Inc., a Missouri corporation, and any successor
        thereto.

       

      1.13  “Company
        Matching Contribution” means
        a matching contribution credited to a Participant’s Account with respect to a
        Participant’s Basic Matched Contribution at the rate shown in the following
        schedule:

       

      
        
          	
                  Completed
                    Years of Service

                	
                  Rate
                    of Match

                
	
                  1

                	
                  25%

                
	
                  At
                    least 2 but less than 15

                	
                  100%
                    on the first 3% of Basic

                  Matched
                    Contribution

                   

                  50%
                    on the next 3% of Basic

                  Matched
                    Contribution

                
	
                  15
                    or more

                	
                  100%

                


        

      

       

      1.14 
“Compensation”
        means Compensation as that term is defined in the SIP, without regard to
        the
        limit of Section 401(a)(17) of the Code.
         

      

      1.15 
“Continuing Director”
        means
        any member of the Board of Directors of Ralcorp Holdings, Inc., while such
        person is a member of such Board, who is not an Affiliate or Associate of
        an
        Acquiring Person or of any such Acquiring Person’s Affiliate or Associate and
        was a member of such Board prior to the time when such Acquiring Person became
        an Acquiring Person, and any successor of a Continuing Director, while such
        successor is a member of such Board, who is not an Acquiring Person or an
        Affiliate or Associate of an Acquiring Person or a representative or nominee
        of
        an Acquiring Person or of any Affiliate or Associate of such Acquiring Person
        and is recommended or elected to succeed the Continuing Director by a majority
        of the Continuing Directors.
         

      

      1.16 
“Deferral
        Election”
        means an agreement under the SIP, which also shall apply under this Plan,
        between a Participant and the Company under which the Participant agrees
        to a
        deferral of his Compensation.
         

      

      1.17 
“Deferred
        Compensation Plan” means the Ralcorp Holdings, Inc. Deferred
        Compensation Plan for Key Employees.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        1.18 
          “Eligible Employee”  means an employee of the
          Company, or a subsidiary or affiliate of the Company, who is a member of
          a
          select group of management or highly compensated employees and who is eligible
          to participate in the Ralcorp Holdings, Inc. Deferred Compensation Plan
          for Key
          Employees. 

         

        1.19 
          “Fund”
          means one or more of the measurement investment funds available under the
          Plan
          for purposes of crediting or debiting hypothetical investment gains and
          losses
          to the Accounts of Participants.
          The investment funds available under the Plan shall be identical to the
          extent
          possible to those approved by the Employer Benefit Trustees Committee under
          the
          SIP. Each Fund shall be subject to all terms, conditions and fees established
          from time to time by the Fund sponsor.

         

        1.20 
          “Participant”
          means any Eligible Employee who satisfies the conditions for participation
          in
          the Plan set forth in Section 2.1.

         

        1.21 
          “Plan”
          means the Ralcorp Holdings, Inc. Executive Savings Investment Plan, as
          originally adopted and as from time to time amended including this
          restatement.

         

        1.22 
          “Plan
          Year”
          means the accounting year of the Plan, which ends on December 31.

         

        1.23 
          “Separation
          from Service”
          means the termination of a Participant’s employment with the Company, and with
          any other entity that is aggregated with the Company pursuant to Code section
          414(b), (c), (m), (n), or (o), for any reason other than death.

         

        1.24 “SIP”
          means the Ralcorp Holdings, Inc. Savings Investment Plan.

         

        1.25 
          “SIP
          Refund Deferral Election”
          means an agreement between a Participant and the Company under which the
          Participant agrees to a deferral of his Compensation in an amount equal
          to the
          amount of the refund in a given Plan Year from the SIP as a result of the
          SIP’s
          nondiscrimination requirements of the Participant’s pre-tax contributions and
          associated Company matching contributions for a prior Plan Year and related
          earnings.

         

        1.26 
          “Stock” means
          the Company’s $.01 par value common stock or any such other security outstanding
          upon the reclassification of the Company’s common stock, including, without
          limitation, any Stock, split-up, Stock dividend, or other distributions
          of stock
          in respect of Stock, or any reverse Stock split-up, or recapitalization
          of the
          Company or any merger or consolidation of the Company with any Affiliate,
          or any
          other transaction, whether or not with or into or otherwise involving an
          Acquiring Person.

         

        1.27 
          “Unforeseeable
          Emergency”  means
          a severe financial hardship to a Participant resulting from an illness
          or
          accident of the Participant, the Participant’s spouse, or a dependent (as
          defined in Code section 152(a)) 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.

         

         

      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
      

      1.28 
        “Year
        of Service”
        means a Participant’s Period of Service, as that term is used in the SIP,
        expressed in years.

    

     

    1.29 
      Rules
      of Construction 

     

     (a) 
      Governing
      law.
      The construction and operation of this Plan are governed by the laws of the
      State of Missouri.

     

     (b) 
      Headings.
      The headings of Articles, Sections and Subsections are for reference only and
      are not to be utilized in construing the Plan.

     

     (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.

     

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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.

     

    2.2 
Commencement
      of Participation. 
      To
      participate in the Plan, an Eligible Employee shall defer Compensation earned
      during a Plan Year by making a Deferral Election in the manner set forth in
      Section 3.1
      or a SIP Refund Deferral Election in the manner set forth in Section
3.3.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

     

    ACCOUNTS

     

    3.1 
Deferral
      Election. Each
      Plan Year, a Participant may execute a Deferral Election. A Deferral Election
      is
      irrevocable for purposes of this Plan upon the beginning of the Plan Year to
      which it applies. Any Deferral Election shall be made prior to the commencement
      of the Plan Year in which the Compensation that is the subject of the Deferral
      Election will be earned. Notwithstanding the foregoing, an individual who first
      becomes an Eligible Employee subsequent to the first day of any Plan Year may
      make a Deferral Election, applicable to the period from the Eligible Employee’s
      initial entry date to the end of the Plan Year, provided the Deferral Election
      is made within 30 days of becoming an Eligible Employee and prior to the
      performance of services by a Participant for the period covered by the election.
      The amount of a Participant’s Compensation deferred under this Plan by a
      Deferral Election shall be credited to the Participant’s Account as soon as
      administratively practicable.

     

    

      3.2 
Amount
        of Compensation
        Deferral. Deferrals pursuant to a Deferral Election for a
        Participant under this Plan for a Plan Year shall commence once a limit is
        realized under the SIP for Basic Matched Contributions or Basic Unmatched
        Contributions, as applicable, that prevents the full amount elected under
        the
        Participant’s Deferral Election from being deferred under the SIP.

       

      3.3 
SIP
        Refund Deferral Election.
        Each Plan Year, a Participant may execute a SIP Refund Deferral Election.
        A SIP
        Refund Deferral Election is irrevocable for purposes of this Plan upon the
        beginning of the Plan Year to which it applies. Any SIP Refund Deferral Election
        shall be made prior to the commencement of the Plan Year in which the
        Compensation that is the subject of the SIP Refund Deferral Election will
        be
        earned. Notwithstanding the foregoing, an individual who first becomes an
        Eligible Employee subsequent to the first day of any Plan Year may make a
        SIP
        Refund Deferral Election, applicable to the period from the Eligible Employee’s
        initial entry date to the end of the Plan Year, provided the SIP Refund Deferral
        Election is made within 30 days of becoming an Eligible Employee and prior
        to
        the performance of services by a Participant for the period covered by the
        election. The amount of a Participant’s Compensation deferred under this Plan by
        a SIP Refund Deferral Election shall be credited to the Participant’s Account in
        equal installments over the remaining payroll periods in the Plan Year after
        the
        date the SIP Refund Deferral Election is made and processed by the
        Committee.

       

      3.4 
Account
        Reflecting Deferred Compensation.
The Committee shall establish and maintain a separate Account
        for
        each Participant which shall reflect the amount of the Participant’s total
        contributions under this Plan and all credits or charges under Section 3.5
        from
        time to time. All amounts credited or charged to a Participant’s Account
        hereunder shall be in a manner and form determined within the sole discretion
        of
        the Committee. 

       

      3.5 
Credits
        or
        Charges. 

       

      (a)
        Company Matching Contributions. A Participant shall be credited
        with Company Matching Contributions as of the dates as of which the
        Participant’s Basic Matched Contributions are credited to the Plan.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (b)
        Earnings or Losses. As of each Allocation Date during a Plan
        Year, a Participant’s Account shall be credited or debited with earnings or
        losses equal to the earnings, gain or loss on the Funds indicated as preferred
        by a Participant for the Plan Year or for the portion of such Plan Year in
        which
        the Account is deemed to be invested. 

       

      (c)
        Balance of Account. As of each Allocation Date, the amount
        credited to a Participant’s Account shall be the amount credited to his Account
        as of the immediately preceding Allocation Date, plus the Participant’s
        contribution credits since the immediately preceding Allocation Date, minus
        any
        amount that is paid to or on behalf of a Participant pursuant to this Plan
        subsequent to the immediately preceding Allocation Date, plus or minus any
        hypothetical investment gains or losses determined pursuant to Section 3.5(b)
        above.

       

      (d)
        Change in Control. Upon a Change in Control, all amounts deemed
        to be invested in the Ralcorp Holdings, Inc. Common Stock Fund shall be
        immediately converted to the Fund that is a money market
        fund.

    

     

    3.6 
Investment,
      Management and Use. The
      Company shall have sole control and discretion over the investment, management
      and use of all amounts credited to a Participant’s Account until such amounts
      are distributed pursuant to Article V. Notwithstanding any other provision
      of
      this Plan or any notice, statement, summary or other communication provided
      to a
      Participant that may be interpreted to the contrary, the Funds are to be used
      for measurement purposes only, and a Participant’s election of any such fund,
      the determination of credits and debits to his Account based on such funds,
      the
      Company’s actual ownership of such funds, and any authority granted under this
      Plan to a Participant to change the investment of the Company’s assets, if any,
      may not be considered or construed in any manner as an actual investment of
      the
      Account in any such fund or to constitute a funding of this Plan.
       

    

    3.7 
Valuation
      of Stock.  In
      any situation in which it is necessary to value Stock, the value of the Stock
      shall be the closing price as reported by the New York Stock Exchange – Composite
      Transactions on the date in question, or, if the Stock is not quoted on such
      composite tape or if the Stock is not listed on such exchange, on the principal
      United States securities exchange registered under the Securities Exchange
      Act
      of 1934, as amended, on which the Stock is listed, or if the Stock is not listed
      on any such exchange, the average of the closing bid quotations with respect
      to
      a share of the Stock during the ten (10) days immediately preceding the date
      in
      question on the National Association of Securities Dealers, Inc. Automated
      Quotations System or any system then in use, or if no such quotations are
      available, the fair market value on the date in question of a share of the
      Stock
      as determined by a majority of the Continuing Directors in good
      faith.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    FUNDS

     

    4.1 
Fund
      Selection.The
      rate at which earnings and losses shall be credited to a Participant’s Account
      shall be determined in accordance with one or more Funds selected by the
      Participant; if a Participant does not select a Fund the Fund applicable for
      that Participant shall be the Fund that is a money market fund. Notwithstanding
      anything to the contrary, a Participant shall have one election in effect at
      any
      given time that applies to Fund selections under both this Plan and the Deferred
      Compensation Plan, and the most recent Fund selection under either this Plan
      or
      the Deferred Compensation Plan shall apply to and shall supersede any previous
      Fund selection under the other plan.
       

      If
        a Fund elected by a Participant is removed, a Fund selected by the Employee
        Benefit Trustees Committee under the SIP shall apply in its place until the
        Participant elects a replacement Fund. For purposes of calculating earnings
        and
        losses attributable to a Fund, any amount shall be deemed to be invested
        in the
        Fund as of the date determined appropriate by the Committee. 

       

    

    4.2 
Exchange. 
      Subject to any limitations established by the Committee, including the
      timeliness of a request, a Participant may exchange Funds as of the close of
      each business day. Notwithstanding anything to the contrary, no exchange may
      be
      made between the Ralcorp Holdings, Inc. Common Stock Fund and any other Fund.
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    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 as soon as administratively practicable following the earlier of the
      following: 

     

    (i) 
      a
      Change in Control of the Company; 

     

    
      (ii)
        the
        occurrence of an Unforeseeable Emergency; provided that a withdrawal with
        respect to an Unforeseeable Emergency may not exceed the amount necessary
        to
        satisfy the emergency need, plus amounts necessary to pay taxes reasonably
        anticipated as a result of the distribution, after taking into account the
        extent to which such hardship is or may be relieved through reimbursement
        or
        compensation by insurance or otherwise or by liquidation of the Participant’s
        assets (to the extent the liquidation of such assets itself would not cause
        severe financial hardship); or

       

      (iii)
        Separation
        from Service. 

       

      (b)
        Key
        Employee.
        Notwithstanding anything to the contrary, if a Participant elected in his
        Bonus
        Deferral Election to defer until Separation from Service, and the Participant
        is
        a key employee, then payment to such Participant with respect to amounts
        deferred after December 31, 2004 may not be made or begin prior to the date
        that
        is six months after the date of the Participant’s Separation from Service. A key
        employee for this purpose has the same meaning as in Section 416(i) of the
        Code
        without regard to paragraph (5) thereof.

       

      (c)
        Deferred
        Time of Payment.
        In the discretion of the Committee, a Participant may elect to modify the
        form
        and time at which payment of his benefit shall be paid, in accordance with
        the
        following:

       

      (i)  For
        deferrals not subject to Section 409A of the Code (i.e., Compensation with
        respect to services performed prior to January 1, 2005), at any time at least
        six months prior to the start of the calendar year in which the Participant’s
        scheduled payment date otherwise would have occurred;

       

      (ii)  
        For
        deferrals that are subject to Section 409A of the Code:

       

       (1)
        any
        such election must be received by the Committee or its designee no less than
        twelve (12) months prior to the Participant’s scheduled payment
        date;

       

       (2)
        the
        election shall not take effect until twelve (12) months after the date on
        which
        the new election is made; and

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       (3)
        the
        payment with respect to which such election is made is deferred for a period
        of
        not less than 5 years from the date the payment otherwise would have been
        made.

       

      The
        Committee, in its discretion, may limit the number of times a Participant
        may
        modify his elected time of payment and establish such other limitations as
        it
        deems advisable for the proper administration of the Plan.
        With respect to deferrals attributable to periods after December 31, 2004,
        and
        related hypothetical earnings, the time or schedule of any payment under
        the
        Plan may not be accelerated except as permitted pursuant to Section 409A
        of the
        Code.

       

      Notwithstanding
        anything to the contrary, a Participant shall have one election in effect
        at any
        given time that applies to distributions under both this Plan and under the
        Executive Savings Investment Plan, and the most recent distribution election
        under either this Plan or the Executive Savings Investment Plan shall apply
        to
        and shall supersede 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.

       

      5.3 
Method
        of Distribution. 
        Distribution
        to a Participant under this Plan shall be made in the same form as the
        Participant has elected with respect to his benefits under the Ralcorp Holdings,
        Inc. Deferred Compensation Plan for Key Employees. If a Participant does
        not
        have such an election in effect under the Ralcorp Holdings, Inc. Deferred
        Compensation Plan for Key Employees, he shall elect the method of distribution
        from among any of the following forms, as specified on the Participant’s
        Deferral Election, subject to change pursuant to Section
        5.1(c):

       

      (a)
        Single
        payment in the form(s) determined pursuant to Section 5.4;

       

      (b)
        Annual
        installments over five years; or

       

      (c)
        Annual
        installments over ten years.

       

      
        A
          Participant may elect a different method of distribution for a distribution
          upon
          a Change in Control than upon a Separation from Service. If a Participant
          does
          not make a timely election for the method of distribution, his method of
          distribution shall be a lump sum.

      

       

      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 commencing 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.
        

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      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. 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      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.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      ARTICLE
        VII

       

      VESTING

       

      7.1 
Vesting. 
        Each
        Participant shall be fully (100%) vested in his Basic Matched Contributions
        and
        Basic Unmatched Contributions, and earnings thereon, at all times. The vested
        percentage of a Participant’s Company Matching Contributions and earnings
        thereon shall be determined in accordance with the following
        schedule:
         

        
          	
                  Completed
                    Years of Service

                	
                  Vested
                    Percentage

                
	
                  1

                   

                	
                  25%

                
	
                  2

                   

                	
                  50%

                
	
                  3

                   

                	
                  75%

                
	
                  4
                    or more

                	
                  100%

                


        

         

        Upon
          a Participant’s Separation from Service, the amount credited to the
          Participant’s Account that is not vested shall be forfeited.

      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      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
        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.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      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.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      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;

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      (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.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      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.

       

      


       

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        remainder of this page is intentionally left blank]

       

      


       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      



      SIGNATURE
        PAGE

       

      IN
        WITNESS WHEREOF, Ralcorp Holdings, Inc. has caused these presents to be executed
        by its duly authorized officer this _____ day of
        __________________.

       

      RALCORP
        HOLDINGS, INC.

       

       

      By:
        ___________________________________

       

      Title:__________________________________

      



      


      


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      U.S.
        Department of Labor 

      Employee
        Benefits Security Administration

      Top
        Hat Plan Exemption 

      200
        Constitution Avenue NW, Suite N-1513

      Washington,
        DC 20210

      


      Re: 
        Notice
        of Plan of Deferred Compensation

      


      Dear
        Sir/Madam:

      


      Pursuant
        to DOL Regulation section 2520.104-23, the undersigned employer hereby files
        the
        following information with respect to its plan of deferred
        compensation:

       

      1.  
        Name, address and federal EIN of employer:

       

      Ralcorp
        Holdings, Inc.

      800
        Market Street, Suite 2900

      St.
        Louis, Missouri 63101

      43-1766315

      


      2.  
        The
        employer maintains three plans of deferred compensation primarily for the
        purpose of providing deferred compensation to a select group of management
        or
        highly compensated employees.

       

      3.  
        Number of employees covered by such plans: ____.

       

      RALCORP
        HOLDINGS, INC.

      


      


      


      By:
        ____________________________________