Unassociated Document


    
      
        

      

    

     

    Exhibit
      10.22

    

      AMENDMENT
        ONE

       

      RALCORP
        HOLDINGS, INC.

       

      DEFERRED
        COMPENSATION PLAN FOR KEY EMPLOYEES

       

      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, accrued benefits 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 benefits.

       

      The
        Company amended and restated the Plan effective January 1, 2005, to comply
        with
        Section 409A of the Code for deferrals after December 31, 2004, but did not
        materially modify the Plan with respect to deferrals prior to January 1,
        2005.  The Plan is intended to be an unfunded plan for a select group
        of management or highly compensated employees.

       

      The
        Company desires to amend the Plan to provide that retention bonuses may be
        deferred under the Plan, and to allow for crediting under this Plan of balances
        credited to the accounts of eligible management employees under deferred
        compensation plans of acquired operations.

       

      It
        is
        intended that this Amendment One shall not be a “material modification” of the
        Plan as that phrase is used for purposes of Section 409A of the
        Code.

       

      NOW
        THEREFORE, the Plan is hereby amended as follows effective January 1,
        2007.

       

      1.        
        The following sentence is added to the end of Section 1.1:

       

      A
        separate bookkeeping sub-account will be maintained with respect to Rollover
        Amounts.

       

      2.        
        The following new Sections are added to Article I in alphabetical order and
        the
        subsequent Sections are renumbered accordingly:

       

      “Retention
        Bonus” means a legally binding right to payment awarded to a
        Participant who is a management employee of an acquired operation, where
        such
        right is subject to forfeiture unless the Participant continues to provide
        services to the Company for at least 12 months after obtaining the
        right.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Rollover
        Amounts” mean amounts credited to the Plan in accordance with
        Section 3.8.

       

      3.        
        A new second sentence of Section 3.1 is added as follows:

       

      A
        Participant may execute a Bonus Deferral Election with regard to a Retention
        Bonus, provided that the Bonus Deferral Election is made at least 12 months
        in
        advance of the earliest date on which the forfeiture condition associated
        with
        the Retention Bonus could lapse.

       

      4.        
        The following is added as an additional paragraph to Section 3.1:

       

      Notwithstanding
        any provision in the Plan to the contrary, new Bonus Deferral Elections shall
        be
        permitted with respect to Retention Bonuses pursuant to transition guidance
        under Section 409A of the Code without violating the subsequent deferral
        and
        anti-acceleration rules of Section 409A of the Code.  Accordingly, a
        Participant may make a new Bonus Deferral Election with respect to Retention
        Bonuses payable in 2008 if such Bonus Deferral Election is received by the
        Committee on or before December 31, 2007, such Bonus Deferral Election does
        not
        cause a Retention Bonus to be paid in 2007 that otherwise would not be payable
        in 2007, and such Bonus Deferral Election otherwise complies with this Section
        3.1 (other than the deadline for making Bonus Deferral Elections).

       

      5.        
        The following Section 3.8 is added to the Plan to read as follows:

       

      3.8        Rollover
        Amounts.  If the Company acquires an operation that
        sponsored a nonqualified deferred compensation plan under which Participants
        have accounts, the amount credited to a Participant’s account under such
        acquired operation’s nonqualified deferred compensation plan may, in the sole
        and absolute discretion of the Company, be credited under this Plan as a
        “Rollover Amount.”  Any Rollover Amount shall be credited to the
        Participant’s Account under this Plan in a separate bookkeeping sub-account and
        shall include earnings and losses credited pursuant to Section
        3.4.  Rollover Amounts shall be invested in accordance with Sections
        3.6 and Article IV and distributed in accordance with Article V.

       

      6.        
        The following subsection (d) is added to Section 5.1 to read as
        follows:

       

      (d)           Rollover
        Amounts.  Notwithstanding anything to the contrary, but
        subject to Section 5.1(b), a Participant’s Rollover Amounts shall be distributed
        at the time determined in accordance with the terms of the nonqualified deferred
        compensation plan sponsored by the acquired operation as of the date each
        such
        Rollover Amount became credited under this Plan as a Rollover
        Amount.

       

      7.        
        The following sentence is added to Section 5.2 to read as follows:

       

      Notwithstanding
        anything to the contrary, a Participant’s Rollover Amounts shall be distributed
        in the method determined in accordance with the terms of the
        nonqualified

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      deferred
        compensation plan sponsored by the acquired operation as of the date each
        such
        Rollover Amount became credited under this Plan as a Rollover
        Amount.

       

      This
        Amendment has been adopted pursuant to Board resolutions that were adopted
        September 18, 2007.

      


      RALCORP
        HOLDINGS, INC.

      


      


      By: ________________________________