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EXHIBIT 10.17

                              AMENDED AND RESTATED
                         MANAGEMENT CONTINUITY AGREEMENT
                         -------------------------------
                         [ALL OTHER CORPORATE OFFICERS]

     AGREEMENT  between  Ralcorp  Holdings,  Inc.,  a  Missouri  corporation
("Ralcorp"),  and  [corporate  officer]  (the  "Executive"),  WITNESSETH:

     WHEREAS,  the  Board  of  Directors (the "Board") has authorized Ralcorp to
enter  into  Management  Continuity  Agreements  with  certain key executives of
Ralcorp;  and

     WHEREAS,  the Executive is a key executive of Ralcorp and has been selected
by  the  Board  to  be  offered  this  Management  Continuity  Agreement;  and

     WHEREAS,  should  a third person take steps which might lead to a Change in
Control  of  Ralcorp  (as defined herein), the Board believes it imperative that
Ralcorp  be  able  to  rely  upon  the  Executive to continue in the Executive's
position,  and  that  Ralcorp  be  able to receive and rely upon the Executive's
advice,  if  it  is  requested,  as  to  the  best  interests of Ralcorp and its
shareholders  without  concern  that  the  Executive  might be distracted by the
personal  uncertainties  and  risks  created  by  such  a  Change  in Control or
influenced  by  conflicting  interests;  and

     WHEREAS,  the  Board  has  decided  address  certain  tax  matters.

     NOW, THEREFORE, for and in consideration of the premises and other good and
valuable  consideration,  Ralcorp  and  the  Executive  agree  as  follows:

     1.  Definitions.  For purposes of this Agreement, the following terms shall
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have  the  meanings  set  forth  below:

     a.     "Accounting  Firm"  as  defined  in  Section  7.

     b.  "Base  Amount"  shall  be  the  Executive's  Base Amount as defined and
determined  pursuant  to  Section 280G of the Code and regulations applicable at
the  time  of  the  Executive's  Qualifying  Termination.

     c.  "Base  Compensation"  shall  consist  of:

          (i)  The  Executive's  monthly  gross  salary  for the last full month
     preceding the Executive's Qualifying Termination or for the last full month
     preceding  the  Change  in  Control,  whichever is higher. If Executive has
     elected  to  accelerate  or defer salary (including the Executive's pre-tax
     contributions  under the Ralcorp Holdings, Inc. Savings Investment Plan and
     under any benefit plan complying with Section 125 of the Code and deferrals
     pursuant  to the Executive Savings Investment Plan, and any successor plans
     thereto),  said  monthly  gross  salary shall be calculated as if there had
     been  no  acceleration  or  deferral.

          (ii) one-twelfth of the Executive's last annual bonus, whether paid or
     deferred, preceding the Executive's Qualifying Termination or the Change in
     Control,  whichever  is higher (or if the Executive has not been awarded an
     annual  bonus  by  Ralcorp  prior  to  the  Change  in  Control,  then  the
     Executive's  last  annual  bonus  awarded  by  the  Company).

     d.  "Change  in Control" means (i) the acquisition by any person, entity or
"group"  within  the  meaning  of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange  Act  of 1934 (the "Exchange Act"), of beneficial ownership (within the
meaning  of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the
aggregate  voting  power  of  the  then  outstanding shares of Stock, other than
acquisitions  by Ralcorp or any of its subsidiaries or any employee benefit plan
of  Ralcorp  (or  any  Trust created to hold or invest in issues thereof) or any
entity  holding  Stock  for  or  pursuant to the terms of any such plan; or (ii)


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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.
Notwithstanding  the  foregoing,  a  Change-in-Control  shall  not  include  a
transaction (commonly known as a "Morris Trust" transaction) pursuant to which a
third  party  acquires one or more businesses of the Company by acquiring all of
the common stock of the Company while leaving the Company's remaining businesses
in  a  separate public company, unless the businesses so acquired constitute all
or  substantially  all  of  the  Company's  businesses.

     e.  "Code"  shall  mean  the  Internal  Revenue  Code  of 1986, as amended.

     f.  "Company"  shall  mean  Ralcorp  Holdings,  Inc.  and  its wholly owned
subsidiaries.

     g.  "Continuing  Director"  means  any  member of the Board of Directors of
Ralcorp,  as of February 1, 1997 while such person is a member of the Board, and
any  other  director, while such other director is a member of the Board, who is
recommended or elected to succeed the Continuing Director by at least two-thirds
(2/3)  of  the  Continuing  Directors  then  in  office.

     h.  "Disability"  shall  exist  when  the  Executive suffers a complete and
permanent  inability  to  perform any and every material duty of the Executive's
regular  occupation  because  of  injury  or  sickness.

     To determine whether the Executive is Disabled, the Executive shall undergo
examination  by  a  licensed  physician  and  other  experts  (including  other
physicians)  as  determined by such physician, and the Executive shall cooperate
in  providing  relevant  medical records as requested. The Company and Executive
shall  jointly  select  such  physician.  If  they  are  unable  to agree on the
selection,  each  shall  designate  one  physician  and the two physicians shall
designate a third physician so that a determination of disability may be made by
the  three physicians. Fees and expenses of the physicians and other experts and
costs  of  examinations  of the Executive shall be shared equally by the Company
and  the  Executive.  The decision as to the Executive's Disability made by such
physician  or  physicians  shall  be  binding  on the Company and the Executive.

     i.  "Discount  Rate"  means  120% of the applicable Federal rate determined
under Section 1274(d) of the Code and the regulations thereunder at the time the
relevant  payments  are  made.

     j.  "Employment  Agreement" shall mean an agreement so styled providing for
continuation  of  salary  and  bonus  payments  under  certain circumstances and
entered  into between Ralcorp and Executive contemporaneously with the execution
of  this  Agreement.

     k.  "Excise  Tax"  as  defined  in  Section  7.

     l.  "Gross-Up  Payment"  as  defined  in  Section  7.

     m.  "Involuntary  Termination"  shall be any termination of the Executive's
employment  with  the  Company  (a)  to which the Executive objects orally or in
writing  or  (b)  which  follows  any  of  the  following:

          (i)  without  the  express  written  consent of the Executive, (a) the
     assignment  of the Executive to any duties materially inconsistent with the
     Executive's  positions,  duties,  responsibilities  and  status immediately
     prior  to the Change in Control or (b) a material change in the Executive's
     titles,  offices,  or  reporting  responsibilities as in effect immediately
     prior  to  the  Change in Control and with respect to either (a) or (b) the
     situation  is not remedied within thirty (30) days after the receipt by the
     Company  of written notice by the Executive; provided, however, (a) and (b)
     herein  shall  not  constitute  an  "Involuntary  Termination"  if  either
     situation  is  in  connection  with  the  Executive's  death or disability.


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          (ii) without the express written consent of the Executive, a reduction
     in  the  Executive's  annual  salary  or  opportunity  for  total  annual
     compensation  in effect immediately prior to the Change in Control which is
     not  remedied  within  thirty  (30)  days  after  receipt by the Company of
     written  notice  by  the  Executive.

          (iii)  without  the  express  written  consent  of  the Executive, the
     Executive  is  required  to  be  based  anywhere other than the Executive's
     office  location  immediately  preceding  the Change in Control, except for
     required  travel on business to an extent substantially consistent with the
     business  travel  obligations  of  the  Executive immediately preceding the
     occurrence  of  the  Change  in  Control.

          (iv)  without  the express written consent of the Executive, following
     the  Change in Control (a) failure by the Company to continue in effect any
     material benefit or compensation plan, stock ownership plan, stock purchase
     plan, stock option plan, defined benefit pension plan, defined contribution
     pension  plan, life insurance plan, health and accident plan, or disability
     plan  in which the Executive is participating or entitled to participate at
     the time of the Change in Control (or plans providing substantially similar
     benefits);  or  (b)  the taking of any action by the Company that would (1)
     adversely  affect  the  participation  in or materially reduce the benefits
     under  any of such plans either in terms of the amount of benefits provided
     or  the  level  of  the  Executive's  participation  relative  to  other
     participants;  (2)  deprive  the  Executive  of any material fringe benefit
     enjoyed by the Executive at the time of the Change in Control; or (3) cause
     a  failure  to  provide  the  number  of  paid  vacation  days to which the
     Executive  was  then  entitled in accordance with Ralcorp's normal vacation
     policy  in  effect  immediately  prior  to  the Change in Control, which in
     either  situation  (a) or (b) is not remedied within thirty (30) days after
     receipt  by  the  Company  of  written  notice  by  the  Executive.

          (v)  the  liquidation,  dissolution,  consolidation,  or merger of the
     Company  or  transfer  of  all or substantially all of its assets, unless a
     successor  or  successors (by merger, consolidation, or otherwise) to which
     all  or a significant portion of its assets have been transferred expressly
     assumes  in  writing  all duties and obligations of the Company as here set
     forth.

     The  Executive's continued employment shall not constitute consent to, or a
waiver  of  rights  with  respect  to  any  circumstances  set  forth  above.

     n.  "Normal  Retirement  Date"  shall  be  the  date on which the Executive
attains  age  65.

     o.  "Payment"  as  defined  in  Section  7.

     p.  The  "Payment Period" shall be the following period commencing with the
first  day of the month following that in which a Qualifying Termination occurs:

          (i)  if  the Qualifying Termination is an Involuntary Termination that
     occurs  at any time during the first or second year following the Change in
     Control  --  24  months;

          (ii)  if the Qualifying Termination is an Involuntary Termination that
     occurs at any time during the third year following the Change in Control --
     12  months;  or

          (iii)  if  the  Qualifying Termination is a Voluntary Termination that
     occurs  at  any time during the three years following the Change in Control
     --  12  months

          but in no event shall the Payment Period extend beyond the Executive's
     Normal  Retirement  Date.


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     q.  "Qualifying Termination" shall be the Executive's Voluntary Termination
or Involuntary Termination of employment with the Company except any termination
because  of the Executive's death, retirement at or after the Executive's Normal
Retirement  Date  or  Termination  for Cause. "Qualifying Termination" shall not
include  any  change  in  the  Executive's  employment status due to Disability.

     r.  "Retirement  Plan"  means the Ralcorp Holdings, Inc. Retirement Plan or
any  successor  qualified  plan,  as  amended  from  time  to  time.

     s.  "Stock"  means  the  common  stock  of  Ralcorp  or such other security
entitling the holder to vote at the election of Ralcorp's directors or any other
security  outstanding  upon its reclassification, including, without limitation,
any  stock  split-up, stock dividend or other recapitalization of Ralcorp or any
merger  or  consolidation  of  Ralcorp  with  any  of  its  Affiliates.

     t.  "Supplemental  Plan"  means  the  Ralcorp  Holdings,  Inc. Supplemental
Retirement  Plan  as  amended  from  time  to  time.

     u.  "Termination  for  Cause"  shall  be  a  termination  because  of:

          (i)  the  continued failure by the Executive to devote reasonable time
     and  effort  to  the  performance of the Executive's duties (other than any
     such  failure  resulting from the Executive's incapacity due to physical or
     mental  illness)  after  written  demand therefor has been delivered to the
     Executive by the Company that specifically identifies how the Executive has
     not  devoted  reasonable  time  and  effort  to  the  performance  of  the
     Executive's  duties;  or

          (ii)  the  willful  engaging  by  the Executive in misconduct which is
     materially  injurious  to  the  Company,  monetarily  or  otherwise;  or

          (iii)  the  Executive's  conviction  of  a felony or a crime involving
     moral  turpitude;

          in any case as determined by the Board upon the good faith vote of not
     less  than  a  majority  of  the directors then in office, after reasonable
     notice  to  the  Executive specifying in writing the basis or bases for the
     proposed Termination for Cause and after the Executive has been provided an
     opportunity  to be heard before a meeting of the Board held upon reasonable
     notice  to  all  directors; provided, however, that a Termination for Cause
     shall  not  include  a  termination  attributable  to:

          (i) bad judgment or negligence on the part of the Executive other than
     habitual  negligence;  or

          (ii)  an  act  or  omission believed by the Executive in good faith to
     have  been  in  or  not  opposed  to  the best interests of the Company and
     reasonably  believed  by  the  Executive  to  be  lawful;  or

          (iii)  the  good  faith  conduct of the Executive in connection with a
     Change  in  Control  (including  the  Executive's  opposition to or support
     thereof).

     v.  "Voluntary  Termination"  shall  be  any termination of the Executive's
employment  with  the  Company  other  than  an  Involuntary  Termination  or  a
Termination  for  Cause.

     2.  Operation  of  Agreement.  This  Agreement  shall  not  create  any
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obligation  on  the  part  of  the  Company  or  the Executive to continue their
employment  relationship.  Anything  in  this  Agreement  to  the  contrary
notwithstanding,  no payments shall be made hereunder unless and until there has
been  a  Change in Control of the Company.  This Agreement is not exclusive with
regard  to  benefits  to  be  provided  to  the  Executive  on  the  Executive's
termination  of  employment  with  the  Company  and  shall not affect any other
agreement  or  arrangement  providing  for  such  benefits.


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     3.  Severance  Benefits.  Provided  that  the  Executive  remains  in  the
         -------------------
employ  of  the  Company  until  a Change in Control has occurred, then upon the
Executive's  Qualifying  Termination  within  three  years  after that Change in
Control,  the Executive shall be entitled to the following "Severance Benefits":

          a. Payment in a lump sum in cash, within 60 days after the Executive's
     Qualifying  Termination,  of  the  present  value  as  of  the  date of the
     Qualifying  Termination  of  an income stream equal to the Executive's Base
     Compensation  payable  each month throughout the applicable Payment Period.
     For  purposes  of  this  subparagraph, present value shall be calculated by
     application  of  the  Discount  Rate;

          b.  Continuation  during  the  Payment  Period  of  the  Executive's
     participation  in  each life, health, accident and disability plan in which
     the  Executive  was entitled to participate immediately prior to the Change
     in  Control,  upon  the  same  terms  and  conditions, including those with
     respect  to  spouses  and  dependents,  applicable  at such time; provided,
     however, that if the terms of any such benefit plan do not permit continued
     participation  by  the  Executive,  then  the  Company will arrange, at the
     Company's  sole  cost  and  expense,  to  provide  the  Executive a benefit
     substantially  similar  to,  and  no  less  favorable than, on an after-tax
     basis,  the  benefit  the Executive was entitled to receive under such plan
     immediately prior to the Change in Control; provided further, however, that
     the  benefit to be provided or payments to be made hereunder may be reduced
     by  the  benefits provided or payments made (in either case on an after-tax
     basis)  by  subsequent  employer  for  the  same  occurrence  or  event;

          c. Payment in a lump sum in cash, within 60 days after the Executive's
     Qualifying  Termination, of the difference between the present values as of
     the  date  of  the  Qualifying  Termination  of  (a) the benefits under the
     Retirement  Plan  and  the  Supplemental  Plan  which the Executive and the
     Executive's beneficiary, if applicable, would have been entitled to receive
     had  the  Executive  remained  employed  by Ralcorp at a compensation level
     equal  to  the  Executive's  Base  Compensation  for  the  entirety  of the
     applicable  Payment Period, and (b) the Executive's actual benefit, if any,
     to  which  the Executive and the Executive's beneficiary are entitled under
     the  Retirement  Plan  and  the  Supplemental  Plan.  For  purposes of this
     subparagraph,  present value shall be calculated in accordance with Section
     417(e)(3)  of  the Code; no reduction factors for early retirement shall be
     applied  in  the  calculation  of  benefits;  and

          d.  Payment,  on  a current basis, of any actual costs and expenses of
     litigation  incurred by the Executive, including costs of investigation and
     reasonable  attorney's  fees,  in the event the Executive is a party to any
     legal action to enforce or to recover damages for breach of this Agreement,
     or  to  recover  or  recoup  from  the  Executive  or the Executive's legal
     representative  or  beneficiary  any amounts paid under or pursuant to this
     Agreement,  regardless  of the outcome of such litigation, plus interest at
     the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

     The  Executive  may  file  with the Secretary or any Assistant Secretary of
Ralcorp  a  written  designation of a beneficiary or contingent beneficiaries to
receive  the  payments described in subparagraphs (a) and (c) above in the event
of  the  Executive's  death following the Executive's Qualifying Termination but
prior  to payment by the Company.  The Executive may from time to time revoke or
change  any  such  designation of beneficiary and any designation of beneficiary
pursuant  to  this  Agreement  shall  be controlling over any other disposition,
testamentary  or  otherwise;  provided, however, that if the Company shall be in
doubt  as  to the right of any such beneficiary to receive such payments, it may
determine  to  pay such amounts to the legal representative of the Executive, in
which  case  the Company shall not be under any further liability to anyone.  In
the  event  that  such  designated beneficiary or legal representative becomes a
party  to  a  legal  action  to enforce or to recover damages for breach of this
Agreement, or to recover or recoup from the Executive or the Executive's estate,

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legal  representative  or beneficiary any amounts paid under or pursuant to this
Agreement,  regardless  of the outcome of such litigation, the Company shall pay
their  actual  costs  and  expenses  of  such  litigation,  including  costs  of
investigation  and  reasonable  attorneys' fees, plus interest at the applicable
Federal  rate provided for in Section 7872(f)(2) of the Code; provided, however,
that  the  Company  shall  not  be  required  to  pay such costs and expenses in
connection  with  litigation  to  determine  the proper payee, among two or more
claimants,  of  the  payments  described  in  subparagraphs  (a)  and  (c).

     4.  Successors  to  Company;  Binding  Effect;  Assignment.  This Agreement
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shall  inure  to  the  benefit  of  and  be  binding  upon  the  Company and its
successors.  The Company will require any successor (whether direct or indirect,
by  purchase, merger, consolidation or otherwise) to all or substantially all of
the  business  and/or  assets  of  the  Company to assume expressly and agree to
perform  this  Agreement  in  the  same  manner  and to the same extent that the
Company  would  be required to perform it if no such succession had taken place.
As  used  in  this  Agreement,  "Company" shall mean the Company as hereinbefore
defined  and  any  successor  to  its  business and/or assets as aforesaid which
assumes  and agrees to perform this Agreement by operation of law, or otherwise.
The  Company  may  not assign this Agreement other than to a successor to all or
substantially  all  of the business and/or assets of the Company.  The Executive
shall  have  no  right  to transfer or assign the right to receive any severance
benefit  under  this  Agreement  except  as  noted  in  paragraph  three  above.

     5.  Missouri  Law  to  Govern.  This  Agreement  shall  be  governed by the
         -------------------------
laws  of  the  State  of  Missouri without giving effect to the conflict of laws
provisions  thereof.

     6.  Miscellaneous. No provision of this Agreement may be modified, waived
         -------------
or discharged unless such modification, waiver or discharge is agreed to in
writing signed  by the Executive and a duly authorized officer of the Company.
No waiver by  a party hereto at any time of any breach by the other party hereto
of, or of compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions  at  the  same  or  at any prior or subsequent time. No
agreements or representations,  oral  or  otherwise,  express  or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth  in  this  Agreement.

     7.  Certain  Additional  Payments  by  the  Company.
         -----------------------------------------------

     a.  Anything in this Agreement to the contrary notwithstanding and except
as set  forth  below,  in  the  event  it  shall  be determined that any payment
or distribution by the Company to or for the benefit of the Executive (whether
paid or  payable  or  distributed  or  distributable  pursuant  to  the terms of
this Agreement,  any Stock based award or otherwise, but determined without
regard to any  additional  payments  required  under  this  Section  7)
(collectively,  a "Payment")  would  be  subject  to the excise tax imposed by
Section 4999 of the Code  or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are  hereinafter  collectively  referred  to  as
the  "Excise  Tax"),  then the Executive  shall  be  entitled  to  receive  an
additional payment (a "Gross-Up Payment")  in  an  amount  such that after
payment by the Executive of all taxes (including  any  interest  or  penalties
imposed  with  respect to such taxes), including,  without limitation, any
income taxes (and any interest and penalties imposed  with respect thereto) and
Excise Tax imposed upon the Gross-Up Payment, the  Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed  upon  the  Payments.

     b.   Subject  to the provisions of Section 7(c), all determinations
required to  be  made under this Section 7, including whether and when a
Gross-Up Payment

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is  required  and  the amount of such Gross-Up Payment and the assumptions to be
utilized  in  arriving  at  such  determination,  shall  be  made  by
PricewaterhouseCoopers LLP or such other certified public accounting firm as may
be  designated  by  the  Executive  (the  "Accounting Firm") which shall provide
detailed supporting calculations both to the Company and the Executive within 15
business  days of the receipt of notice from the Executive that there has been a
Payment,  or such earlier time as is requested by the Company. In the event that
the  Accounting  Firm  is  serving  as accountant or auditor for the individual,
entity  or  group  effecting  the Change of Control, the Executive shall appoint
another  nationally  recognized  accounting  firm  to  make  the  determinations
required  hereunder  (which  accounting  firm  shall  then be referred to as the
Accounting  Firm  hereunder). All fees and expenses of the Accounting Firm shall
be  borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this  Section  7, shall be paid by the Company to the Executive within five days
of  the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and the Executive. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the  initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up  Payments which will not have been made by the company should have been
made  ("Underpayment"),  consistent  with  the  calculations required to be made
hereunder.  In  the  event  that  the  Company exhausts its remedies pursuant to
Section  7(c)  and the Executive thereafter is required to make a payment of any
Excise  Tax,  the Accounting Firm shall determine the amount of the Underpayment
that  has  occurred  and  any  such  Underpayment  shall be promptly paid by the
Company  to  or  for  the  benefit  of  the  Executive.

     c.  The  Executive  shall notify the Company in writing of any claim by the
Internal  Revenue  Service that, if successful, would require the payment by the
Company  of  the  Gross-Up  Payment. Such notification shall be given as soon as
practicable  but no later than ten business days after the Executive is informed
in  writing  of  such  claim and shall apprise the Company of the nature of such
claim  and  the  date on which such claim is requested to be paid. The Executive
shall  not pay such claim prior to the expiration of the 30-day period following
the  date  on  which it gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Company notifies the Executive in writing prior to the expiration of such
period  that  it  desires  to  contest  such  claim,  the  Executive  shall:

          (i)  give  the  Company  any  information  reasonably requested by the
     Company  relating  to  such  claim,

          (ii)  take such action in connection with contesting such claim as the
     Company  shall  reasonably request in writing from time to time, including,
     without  limitation,  accepting  legal  representation with respect to such
     claim  by  an  attorney  reasonably  selected  by  the  Company,

          (iii) cooperate with the Company in good faith in order effectively to
     contest  such  claim,  and

          (iv)  permit the Company to participate in any proceedings relating to
     such  claim.

Provided,  however,  that  the Company shall bear and pay directly all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with  such  contest  and  shall indemnify and hold the Executive harmless, on an
after-tax  basis,  for  any  Excise  Tax  or  income tax (including interest and
penalties  with  respect thereto) imposed as a result of such representation and
payment  of  costs and expenses.  Without limitation on the foregoing provisions
of  this  Section  7(c),  the  Company  shall  control  all proceedings taken in
connection  with  such  contest and, at its sole option, may pursue or forgo any
and  all  administrative appeals, proceedings, hearings and conferences with the
taxing  authority  in  respect of such claim and may, at its sole option, either
direct  the Executive to pay the tax claimed and sue for a refund or contest the
claim  in  any  permissible  manner,  and the Executive agrees to prosecute such
contest  to  a  determination  before any administrative tribunal, in a court of

<PAGE>

initial  jurisdiction  and in one or more appellate courts, as the Company shall
determine;  provided,  however, that if the Company directs the Executive to pay
such  claim  and  sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including  interest  or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and  further  provided that any extension of the statute of limitations relating
to  payment of taxes for the taxable year of the Executive with respect to which
such  contested  amount is claimed to be due is limited solely to such contested
amount.  Furthermore,  the  Company's control of the contest shall be limited to
issues  with  respect to which a Gross-Up Payment would be payable hereunder and
the  Executive  shall  be entitled to settle or contest, as the case may be, any
other  issue  raised  by  the  Internal  Revenue  Service  or  any  other taxing
authority.

     d.     If,  after the receipt by the Executive of an amount advanced by the
Company  pursuant to Section 7(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to the Company's
complying  with the requirements of Section 7(c) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes  applicable thereto).  If, after the receipt by the Executive of an amount
advanced  by  the Company pursuant to Section 7(c), a determination is made that
the Executive shall not be entitled to any refund with respect to such claim and
the  Company  does  not notify the Executive in writing of its intent to contest
such  denial  of  refund  prior  to  the  expiration  of  30  days  after  such
determination,  then such advance shall be forgiven and shall not be required to
be  repaid  and  the amount of such advance shall offset, to the extent thereof,
the  amount  of  Gross-Up  Payment  required  to  be  paid.

     8.  Taxes;  Set-off.  All  payments  to be made to the Executive under this
         ---------------
Agreement  will  be  subject to required withholding of federal, state and local
income  and employment taxes.  The foregoing, however, shall not be construed as
limiting  the Company's obligations to make payments under Section 7.  The right
of  the  Executive  to  receive benefits under this Agreement, however, shall be
absolute  and  shall  not  be subject to any set-off, counter-claim, recoupment,
defense,  duty  to  mitigate  or  other  rights the Company may have against the
Executive  or  anyone  else.

     9.     Severability.  The invalidity and unenforceability of any particular
            ------------
provision  of  this  Agreement  shall  not  affect  any  other provision of this
Agreement,  and  the  Agreement  shall  be  construed  in all respects as if the
invalid  or  unenforceable  provision  were  omitted.

     IN  WITNESS WHEREOF, the undersigned have executed this Agreement effective
on  the  15th  day  of  March,  2001.

                                   RALCORP  HOLDINGS,  INC.


                                   By:
--------------------------              ---------------------------
Executive                               R.  W.  Lockwood
                                        Secretary