Unassociated Document


    
      

    


    


    


    Exhibit
      10.19

    RALCORP
      HOLDINGS, INC.

    


    


    DEFERRED
      COMPENSATION PLAN

    


    


    FOR
      KEY EMPLOYEES

    


    


    (Amended
      and Restated Effective January 1, 2005)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    





    RALCORP
      HOLDINGS, INC.

     

    DEFERRED
      COMPENSATION PLAN

     

    FOR
      KEY EMPLOYEES

     

    (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    
                  “Beneficiary’’

              	 	
                2

              
	
                1.6    
                  “Board’’

              	 	
                2

              
	
                1.7    
                  “Bonus
                  Deferral Election’’

              	 	
                2

              
	
                1.8    
                  “Change
                  in Control’’

              	 	
                2

              
	
                1.9    
                  “Code’’

              	 	
                2

              
	
                1.10  
                  “Committee’’

              	 	
                3

              
	
                1.11  
                  “Company’’

              	 	
                3

              
	
                1.12  
“Company
                  Matching
                  Contributions’’

              	 	
                3

              
	
                1.13  
                  “Continuing
                  Director’’

              	 	
                3

              
	
                1.14  
                  “Eligible
                  Employee’’

              	 	
                3

              
	
                1.15  
                  “Executive
                  Savings Investment Plan’’

              	 	
                3

              
	
                1.16  
                  “Fund’’

              	 	
                3

              
	
                1.17  
                  “Participant’’

              	 	
                3

              
	
                1.18  
                  “Plan’’

              	 	
                3

              
	
                1.19  
                  “Plan
                  Year’’

              	 	
                3

              
	
                1.20  
                  “Retirement’’

              	 	
                3

              
	
                1.21  
“Separation
                  from
                  Service’’

              	 	
                3

              
	
                1.22  
                  “SIP’’

              	 	
                4

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                1.23  
                  “Stock’’

              	 	
                4

              
	
                1.24  
                  “Termination
                  for Cause’’

              	 	
                4

              
	
                1.25  
                  “Unforeseeable
                  Emergency’’

              	 	
                4

              
	
                1.26  
                  Rules
                  of Construction

              	 	
                4

              
	
                 

              	 	 
	
                ARTICLE
                  II PARTICIPATION IN THE
                  PLAN

              	 	
                5

              
	
                2.1   
                  Eligibility

              	 	
                5

              
	
                2.2   
                  Commencement
                  of Participation

              	 	
                5

              
	 	 	 
	
                ARTICLE
                  III ACCOUNTS

              	 	
                6

              


      

    

    
      
        	
                3.1   
                  Deferral
                  Election

              	 	
                6

              
	
                3.2   
                  Deferral
                  Period

              	 	
                6

              
	
                3.3   
                  Account
                  Reflecting Deferred Compensation

              	 	
                6

              
	
                3.4   
                  Credits
                  or Charges

              	 	
                6

              
	
                3.5   
                  Company
                  Matching Deferral

              	 	
                7

              
	
                3.6   
                  Investment,
                  Management and Use

              	 	
                8

              
	
                3.7   
                  Valuation
                  of Stock

              	 	
                8

              
	 	 	 
	
                ARTICLE
                  IV FUNDS

              	 	
                10

              
	
                4.1   
                  Fund
                  Selection

              	 	
                10

              
	
                4.2   
                  Exchange

              	 	
                10

              
	 	 	 
	
                ARTICLE
                  V DISTRIBUTION OF ACCOUNT

              	 	
                11

              
	
                5.1   
                  Time
                  of Distribution

              	 	
                11

              
	
                5.2   
                  Amount
                  Distributed

              	 	
                12

              
	
                5.3   
                  Method
                  of Distribution

              	 	
                12

              
	
                5.4   
                  Form
                  of Payment

              	 	
                12

              
	
                5.5   
                  Distribution
                  Upon Death

              	 	
                13

              
	
                5.6   
                  Designation
                  of Beneficiary

              	 	
                13

              
	 	 	 
	
                ARTICLE
                  VI NON-ASSIGNABILITY

              	 	
                14

              
	
                6.1   
                  Non-Assignability

              	 	
                14

              
	 	 	 
	
                ARTICLE
                  VII VESTING

              	 	
                15

              
	
                7.1   
                  Vesting

              	 	
                15

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
        	 	 	 
	
                ARTICLE
                  VIII AMENDMENT OR TERMINATION OF THE
                  PLAN

              	 	
                16

              
	
                8.1   
                  Power
                  to Amend Plan

              	 	
                16

              
	
                8.2   
                  Distribution
                  of Plan Benefits Upon Termination

              	 	
                16

              
	
                8.3   
                  When
                  Amendments Take Effect

              	 	
                16

              
	
                8.4   
                  Restriction
                  on Retroactive Amendments

              	 	
                16

              
	 	 	 
	
                ARTICLE
                  IX PLAN ADMINISTRATION

              	 	
                17

              
	
                9.1   
                  Powers
                  of the Committee

              	 	
                17

              
	
                9.2   
                  Indemnification

              	 	
                17

              
	
                9.3   
                  Claims
                  Procedure

              	 	
                18

              
	
                9.4   
                  Expenses

              	 	
                19

              
	
                9.5   
                  Conclusiveness
                  of Action

              	 	
                19

              
	 	 	 
	
                ARTICLE
                  X MISCELLANEOUS

              	 	
                20

              
	
                10.1 
                  Plan
                  Not a Contract of Employment

              	 	
                20

              
	
                10.2 
                  No
                  Rights Under Plan Except as Set Forth
                  Herein

              	 	
                20

              
	
                10.3 
                  Rules

              	 	
                20

              
	
                10.4 
                  Withholding
                  of Taxes

              	 	
                20

              
	
                10.5 
                  Severability

              	 	
                20

              


      

    

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    



    RALCORP
      HOLDINGS, INC.

     

    DEFERRED
      COMPENSATION PLAN

     

    FOR
      KEY EMPLOYEES

     

    (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.
      Deferred Compensation Plan for Key Employees effective January 31, 1997.


     

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

     

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

       

      1.6 
“Board” 
        means the Board of Directors of the Company.

       

      1.7 
“Bonus
        Deferral Election” means
        an agreement between a Participant and the Company under which the Participant
        agrees to a deferral of his bonus in accordance with Section 3.1 as
        follows:

       

      (a)
        a
        specified percentage (from 1% to 100%) of a Participant’s bonus;

       

      (b)
        all
        of a Participant’s bonus up to a specified dollar amount; or

       

      (c)
        all
        of a Participant’s bonus in excess of a specified dollar amount.

       

      1.8 
“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 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.

       

      1.9 
“Code”
        means the Internal Revenue Code of 1986, as amended from time to
        time.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      1.10 
“Committee”
        means the Corporate Governance and Compensation Committee of the
        Board.

       

      1.11 
“Company”
        means Ralcorp Holdings, Inc., a Missouri corporation, and any successor
        thereto. 

       

      1.12 
“Company
        Matching Contributions”
        means the Company contributions described in Section 3.5.

       

      1.13 
“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.

       

      1.14 
“Eligible
        Employee”  means
        an employee of the Company, or except as provided below an employee of a
        subsidiary of the Company, who is a member of a select group of management
        or
        highly compensated employees and who is eligible to receive a bonus from
        the
        Company or from a subsidiary of the Company.
        An employee of a subsidiary of the Company that became a subsidiary of the
        Company on or after January 1,
        2003 shall not be an Eligible Employee unless a Chief Executive Officer has
        extended this Plan to such subsidiary.

       

      1.15 
“Executive
        Savings Investment Plan” 
        means the Ralcorp Holdings, Inc. Executive Savings Investment Plan.

       

      1.16 
“Fund”
        means one or more of the measurement investment funds available under the
        Plan
        for purposes of crediting or debiting hypothetical investment gains and losses
        to the Accounts of Participants.
        The investment funds available under the Plan shall be identical to the extent
        possible to those approved by the Employer Benefit Trustees Committee under
        the
        SIP. Each Fund shall be subject to all terms, conditions and fees established
        from time to time by the Fund sponsor.

       

      1.17 
“Participant”
        means any Eligible Employee who satisfies the conditions for participation
        in
        the Plan set forth in Section 2.1.

       

      1.18 
“Plan”
        means the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees,
        as originally adopted and as from time to time amended including this
        restatement.

       

      1.19 
“Plan
        Year”
        means the accounting year of the Plan, which ends on December 31.

       

      1.20 
“Retirement” 
        means an Employee’s separation from service following attainment of age
        55.

       

      1.21 
“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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      1.22 
“SIP” means
        the Ralcorp Holdings, Inc. Savings Investment Plan.

       

      1.23 
“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.

       

      1.24 
“Termination
        for Cause”
        means a Participant’s termination of employment with the Company because the
        Participant willfully engaged in gross misconduct; provided, however, that
        a
“Termination for Cause” shall not include a termination attributable
        to:

       

         
        (a) poor work performance, bad judgment or negligence on the part of the
        Participant; or

       

      (b)
        an act or omission reasonably believed by the Participant in good faith to
        have
        been in or not opposed to the best interests of his employer and reasonably
        believed by the Participant to be lawful.

       

      1.25 
“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.

       

      1.26 
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.

       


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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 Bonus 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 a bonus earned
        during
        a Plan Year by making a Bonus Deferral Election with respect to such bonus,
        in
        the manner set forth in Section 3.1.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      ARTICLE
        III

       

      ACCOUNTS

       

      3.1 
Deferral
        Election. 
        Prior to each Plan Year, a Participant may execute a Bonus Deferral Election
        under which he may elect to defer all
        or a portion of his annual bonus earned during such Plan Year. A Bonus Deferral
        Election is irrevocable upon the beginning of the Plan Year to which it applies.
        Notwithstanding the foregoing, an individual who first becomes an Eligible
        Employee subsequent to the first day of any Plan Year may make a Bonus Deferral
        Election, applicable to the period from the Eligible Employee’s initial entry
        date to the end of the Plan Year, provided the Bonus Deferral Election is
        made
        within 30 days of becoming an Eligible Employee and prior to the performance
        of
        services by a Participant for the period covered by the election. Each Bonus
        Deferral Election shall be in a form designated by the Committee. 

       

      3.2 
Deferral
        Period.
        A
        Participant shall specify on the Bonus Deferral Election which of the following
        times the bonus shall be paid:

       

      (a)
        Short-term
        deferral: in January of the year following the year the bonus would have
        been
        paid in the absence of the Bonus Deferral Election.

       

      (b)
        Deferral
        until a specified date: the last day of a calendar month that is at least
        three
        years after the date the bonus would have been paid in the absence of the
        Bonus
        Deferral Election.

       

      (c)
        Deferral
        until Separation from Service.

       

      3.3 
Account
        Reflecting Deferred Compensation.
        The Committee shall establish and maintain a separate Account for each
        Participant which shall reflect the amount of the Participant’s total
        contributions under this Plan and all credits or charges under Section
3.4
        from time to time. All amounts credited or charged to a Participant’s Account
        hereunder shall be in a manner and form determined within the sole discretion
        of
        the Committee.
        The amount of a Participant’s bonus deferred by a Bonus Deferral Election shall
        be credited to the Participant’s Account as soon as administratively
        practicable. 

       

      3.4 
Credits
        or Charges. 

       

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

       

      (b)
        Balance
        of Account.
        As of each Allocation Date, the amount credited to a Participant’s Account shall
        be the amount credited to his Account as of the immediately preceding Allocation
        Date, plus the Participant’s contribution credits since the immediately
        preceding Allocation Date, minus any amount that is paid to or on behalf
        of a
        Participant pursuant to this Plan subsequent to the immediately preceding
        Allocation Date, plus or minus any hypothetical investment gains or losses
        determined pursuant to Section 3.4(a)
        above.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      3.5 
Company
        Matching Deferral

       

      (a) 
        Committee
        Discretion.
        The Committee may determine that a Company matching contribution described
        in
        this Section 3.5
        shall be made with respect to Participant deferrals for any specific fiscal
        year
        of the Company. Absent such determination with respect to any such fiscal
        year
        deferrals, no Participant shall be entitled to the Company matching contribution
        described herein. The amount of matching contribution shall be equal to a
        percentage (as determined by the Committee) of a Participant’s compensation that
        is deferred pursuant to such Bonus Deferral Election and credited to the
        Ralcorp
        Holdings, Inc. Common Stock Fund, up to a maximum percentage of Participant
        compensation as determined by the Committee. Such Company matching contributions
        and all earnings thereon are hereinafter referred to as “Company Matching
        Contributions.”
        Company Matching Contributions for a Participant shall be credited to the
        Participant’s Matching Contributions Account at the same time as Bonus Deferral
        Election amounts are credited pursuant to Section 3.3.

       

      (b)  
        Vesting. 

       

      (i)  
        Deferrals
        After December 31, 2000.
        Vesting for Company Matching Contributions with respect to deferrals made
        after
        December 31, 2000 shall be governed by this paragraph:

       

       (1)
        A
        Participant’s Company Matching Contribution shall not vest until the Participant
        has been employed by the Company for a period of at least five years following
        the relevant date of crediting with respect to such Company Matching
        Contribution. 

       

      The
        non-vested portion of a Participant’s Company Matching Contributions shall be
        forfeited upon a Participant’s Separation from Service; provided, however, if a
        Participant’s Separation from Service is by reason of Retirement, 20% of a
        Participant’s otherwise non-vested Company Matching Contributions shall be
        deemed vested for each full year of the Participant’s employment with the
        Company following deferral.

       

       (2)
        Notwithstanding
        the above, a Participant’s otherwise vested Company Matching Contributions shall
        also be forfeited upon a Participant’s Termination for Cause or voluntary
        Separation from Service prior to attaining age 55, unless, in the case of
        a
        voluntary termination, such termination was previously
        approved by a Chief Executive Officer of the Company. In addition, if at
        any
        time prior to the date that is two years after a Participant’s Separation from
        Service prior to age 55, the Committee determines that the Participant has
        engaged in competition with the Company or any Affiliate or has engaged in
        any
        activity or conduct contrary to the best interests of the Company or an
        Affiliate, the Participant’s right to his Company Matching Contributions Account
        shall be forfeited and the Participant shall promptly, upon written demand
        by
        the Company, remit to the Company all amounts paid to him or her upon
        termination. The determination that a Participant is engaging in competition
        with the Company shall be made by the Committee in its sole and

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      absolute
        discretion. In exercising its discretion, the Committee shall consider, among
        other factors, the nature of the competitive activity, the potential harm
        to the
        Company which may result from the competitive activity, the Participant’s
        ability to find non-competitive employment and the Participant’s financial need.
        Upon request, the Committee shall advise a Participant whether it deems an
        activity in which the Participant proposes to engage to be a competitive
        activity. 

       

      (3)
        Notwithstanding
        the above, however, upon a Change in Control there will be no forfeiting
        of
        Company Matching Contributions in the event of a Participant’s engaging in
        competition with the Company. Notwithstanding anything else contained herein,
        in
        the event of a Change in Control, Company Matching Contributions shall vest
        in
        their entirety and shall not be subject to forfeiture.

       

      (ii)  
        Deferrals
        Prior to January 1, 2001. All
        then existing Company Matching Contributions were fully vested as of January
        1,
        2001.

       

      (c)  
        Investment
        of Company Matching Contributions.
        All Company Matching Contributions credited to a Participant shall be deemed
        to
        be invested in the Ralcorp Holdings, Inc. Common Stock Fund.
        Notwithstanding the foregoing, the all Company Matching Contributions as
        of
        January 1, 2001 were eligible to be transferred to any Fund during the period
        from January 1, 2001 through January 1, 2003. Any balance of Company Matching
        Contributions remaining as of January 1, 2003 shall be restricted to the
        Ralcorp
        Holdings, Inc. Common Stock Fund.

       

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

       

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

       

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

       

      3.7 
Valuation
        of Stock.
        In any situation in which it is necessary to value Stock, the value of the
        Stock
        shall be the closing price as reported by the New York Stock Exchange -
        Composite

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IV

       

      FUNDS

       

      4.1 
Fund
        Selection.  Except
        for short-term deferrals described in Section 3.2(a)
        and Company Matching Contributions described in Section 3.5,
        the rate at which earnings and losses shall be credited to a Participant’s
        Account shall be determined in accordance with one or more Funds selected
        by the
        Participant; if a Participant does not select a Fund the Fund applicable
        for
        that Participant shall be the Fund that is a money market fund. Short-term
        deferrals shall be credited earnings at the rate of the Fund which is a money
        market fund. Notwithstanding
        anything to the contrary, a Participant shall have one election in effect
        at any
        given time that applies to Fund selections under both this Plan and the
        Executive Savings Investment Plan, and the most recent Fund selection under
        either this Plan or the Executive Savings Investment Plan shall apply to
        and
        shall supersede any previous Fund selection under the other plan.

       

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

       

      4.2 
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.
        

       

      
        
          
          

        

        
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      ARTICLE
        V

       

      DISTRIBUTION
        OF ACCOUNT

       

      5.1 
Time
        of Distribution.

       

      (a)
         General.
        Payment of the amount credited to a Participant’s Account shall be made or
        commence as soon as administratively practicable following the earlier of
        the
        following: 

       

      (i)  
        the
        date specified in a Bonus Deferral Election;

       

      (ii) 
        a
        Change in Control; 

       

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

       

      (iv)
        Separation
        from Service. 

       

      (b)
        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., bonuses 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 date of the Participant’s
        Separation from Service occurs;

       

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

       

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

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      5.2 
Amount
        Distributed.  The
        amount distributed to a Participant shall be determined as of the Allocation
        Date as of which distribution is made, or as of the most recent Allocation
        Date
        preceding the date as of which distribution is made, pursuant to the Committee’s
        practice for different methods of distributions, with actual payment occurring
        as soon as practicable thereafter.
        In the case of a deferral until a specified date, the amount paid will equal
        the
        lesser of the following:

       

      (a)
        the
        amount deferred; or

       

      (b)
        the
        current value of the amount deferred determined as of the most recent Allocation
        Date preceding the date as of which distribution is made.

       

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

       

      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. 

       

       

      
        
          
          

        

        
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      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.
        

       

      5.6  Designation
        of Beneficiary.
        A
        Participant shall designate a Beneficiary on a form to be supplied by the
        Committee. The Beneficiary designation may be changed by the Participant
        at any
        time, but any such change shall not be effective until the Beneficiary
        designation form completed by the Participant is delivered to and received
        by
        the Committee. In the event that the Committee receives more than one
        Beneficiary designation form from the Participant, the form bearing the most
        recent date shall be controlling.
        If the Committee does not have a valid Beneficiary designation of a Participant
        at the time of the Participant’s death, then the Participant’s beneficiary shall
        be the Participant’s estate. 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      ARTICLE
        VI

       

      NON-ASSIGNABILITY

       

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

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      ARTICLE
        VII

       

      VESTING

       

      7.1 Vesting. Each
        Participant shall be fully (100%) vested in his Account balance attributable
        to
        Bonus Deferral Elections at all times.
        Vesting with respect to Company Matching Contributions is described in Section
        3.5.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      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.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      ARTICLE
        IX

       

      PLAN
        ADMINISTRATION

       

      9.1  Powers
        of the Committee.
        In carrying out its duties with respect to the general administration of
        the
        Plan, the Committee has, in addition to any other powers conferred by the
        Plan
        or by law, the following powers:

       

      (a)
        to
        determine all questions relating to eligibility to participate in the
        Plan;

       

      (b)
        to
        compute and certify to an appropriate party the amount and kind of distributions
        payable to Participants and their Beneficiaries;

       

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

       

      (d)
        to
        interpret the provisions of the Plan and to make and publish such rules for
        the
        administration of the Plan as are not inconsistent with the terms
        thereof;

       

      (e)
        to
        establish and modify the method of accounting for the Plan;

       

      (f)
        to
        employ counsel, accountants and other consultants to aid in exercising its
        powers and carrying out its duties hereunder; and

       

      (g)
        to
        perform any other acts necessary and proper for the administration of the
        Plan.

       

      9.2 
Indemnification 

       

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

       

      (b)
        Liabilities
        for Which Members of the Committee are Indemnified.
        Liabilities and expenses against which a member of the Committee is indemnified
        hereunder include, without limitation, the amount of any settlement or judgment,
        costs, counsel fees and related charges reasonably incurred in connection
        with a
        claim asserted or a proceeding brought against him or the settlement
        thereof.

       

      (c)
        Company’s
        Right to Settle Claims.
        The Company may, at its own expense, settle any claim asserted or proceeding
        brought against any member of the Committee when such settlement appears
        to be
        in the best interests of the Company.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      9.3 
Claims
        Procedure.  A
        Participant or Beneficiary or other person who feels he is entitled to a
        benefit
        or right provided under the Plan (hereinafter referred to as “Claimant”) may
        make a claim, i.e., a request for benefits under this Plan, pursuant to the
        Committee’s procedures.

       

      (a)
        Company
        Action.
        The Company shall, within 90 days after its receipt of such claim, make its
        determination. However, if special circumstances require an extension of
        time
        for processing the claim, the Company shall furnish the Claimant, within
        90 days
        after its receipt of such claim, written notification of the extension
        explaining the circumstances requiring such extension and the date that it
        is
        anticipated that such written statement will be furnished, and shall provide
        such Claimant with its determination not later than 180 days after receipt
        of
        the Claimant’s claim.

       

      In
        the event the claim is denied, the Company shall provide such Claimant a
        written
        statement of the Adverse Benefit Determination, as defined in Subsection
        (d)
        below. The notice of Adverse Benefit Determination shall be delivered or
        mailed
        to the Claimant by certified or registered mail to his last known address,
        which
        statement shall contain the following:

       

      (i)
        the
        specific reason or reasons for Adverse Benefit Determination;

       

      (ii)
        a
        reference to the specific provisions of the Plan upon which the Adverse Benefit
        Determination is based;

       

      (iii)
        a
        description of any additional material or information that is necessary for
        the
        Claimant to perfect the claim;

       

      (iv)
        an
        explanation of why that material or information is necessary; and

       

      (v)
        an
        explanation of the review procedure provided below, including applicable
        time
        limits and a notice of a Claimant’s rights to bring a legal action under ERISA
        after an Adverse Benefit Determination on appeal.

       

      (b)
        Procedures
        for Appealing an Adverse Benefit Determination.
        Within 60 days after receipt of a notice of an Adverse Benefit Determination
        as
        provided above, if the Claimant disagrees with the Adverse Benefit
        Determination, the Claimant, or his authorized representative, may request,
        in
        writing, that the Committee review his claim and may request to appear before
        the Committee for such review. If the Claimant does not request a review
        of the
        Adverse Benefit Determination within such 60 day period, he shall be barred
        and
        estopped from appealing the Company’s Adverse Benefit Determination. Any appeal
        shall be filed with the Committee at the address prescribed by the Committee,
        and it shall be considered filed on the date it is received by the addressee.
        In
        deciding any appeal, the Committee shall act in its capacity as a named
        Fiduciary.

       

      The
        Claimant shall have the rights to:

       

      (i)
        submit
        written comments, documents, records and other information relating to the
        claim
        for benefits;

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      (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.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      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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      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:__________________________________

      



      


      


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      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:
        ____________________________________