Exhibit 10.1


     

     

     

     

     

     

     

     

    EXHIBIT
      10.1

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    RALCORP
      HOLDINGS, INC.

    


    


    DEFERRED
      COMPENSATION PLAN

    


    


    FOR
      NON-MANAGEMENT DIRECTORS

    


    


    (Amended
      and Restated Effective May 25, 2006)

    


    


     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    

      RALCORP
        HOLDINGS, INC.

       

      DEFERRED
        COMPENSATION PLAN

       

      FOR
        NON-MANAGEMENT DIRECTORS

       

      (Amended
        and Restated Effective as of May 25, 2006)

       

      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

                	
                  “Change
                    in Control”

                	
                  2

                
	
                  1.8

                	
                  “Code”

                	
                  2

                
	
                  1.9

                	
                  “Committee

                	
                  2

                
	
                  1.10

                	
                  “Company”

                	
                  2

                
	
                  1.11

                	
                  “Company
                    Matching Contributions”

                	
                  2

                
	
                  1.12

                	
                  “Compensation”

                	
                  2

                
	
                  1.13

                	
                  “Continuing
                    Director”

                	
                  3

                
	
                  1.14

                	
                  “Deferral
                    Account

                	
                  3

                
	
                  1.15

                	
                  “Deferral
                    Election”

                	
                  3

                
	
                  1.16

                	
                  “Disability”

                	
                  3

                
	
                  1.17

                	
                  “Fund”

                	
                  3

                
	
                  1.18

                	
                  “Matching
                    Contributions Account”

                	
                  3

                
	
                  1.19

                	
                  “Non-Management
                    Director”

                	
                  3

                
	
                  1.20

                	
                  “Participant”

                	
                  3

                
	
                  1.21

                	
                  “Plan”

                	
                  3

                
	
                  1.22

                	
                  “Plan
                    Year”

                	
                  3

                


        

      

    

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

       

      

        
          	
                  1.23

                	
                  “Separation
                    from Service”

                	
                  3

                
	
                  1.24

                	
                  “SIP”

                	
                  4

                
	
                  1.25

                	
                  “Stock”

                	
                  4

                
	
                  1.26

                	
                  “Unforeseeable
                    Emergency”

                	
                  4

                
	
                  1.27

                	
                  Rules
                    of Construction

                	
                  4

                


        

         

                                                   
          ARTICLE II PARTICIPATION IN THE
          PLAN                                                                        
         5

        

          
            	
                    2.1

                  	
                    Eligibility

                  	
                    5

                  
	
                    2.2

                  	
                    Commencement
                      of Participation

                  	
                    5

                  


          

           

                                                    
            ARTICLE II
            ACCOUNTS                                                                                                                
      6

           

          
            
              	
                      3.1

                    	
                      Deferral
                        Election

                    	
                      6

                    
	
                      3.2

                    	
                      Account
                        Reflecting Deferred Compensation

                    	
                      6

                    
	
                      3.3

                    	
                      Credits
                        or Charges

                    	
                      6

                    
	
                      3.4

                    	
                      Company
                        Matching Deferral

                    	
                      7

                    
	
                      3.5

                    	
                      Investment,
                        Management and Use

                    	
                      7

                    
	
                      3.6

                    	
                      Valuation
                        of Stock

                    	
                      7

                    


            

             

                                                       
              ARTICLE IV
              FUNDS                                                                                                                        
     8

             

            
              
                	
                        4.1

                      	
                        Fund
                          Selection

                      	
                        8

                      
	
                        4.2

                      	
                        Exchange

                      	
                        8

                      


              

               

                                                         
                ARTICLE V DISTRIBUTION OF
                ACCOUNTS                                                                          
     9

               

              
                
                  	
                          5.1

                        	
                          Time
                            of Distribution

                        	
                          9

                        
	
                          5.2

                        	
                          Amount
                            Distributed

                        	
                          10

                        
	
                          5.3

                        	
                          Method
                            of Distribution

                        	
                          10

                        
	
                          5.4

                        	
                          Form
                            of Payment

                        	
                          10

                        
	
                          5.5

                        	
                          Distribution
                            Upon Death

                        	
                          10

                        
	
                          5.6

                        	
                          Designation
                            of Beneficiary

                        	
                          10

                        


                

                 

                                                           
                  ARTICLE VI
                  NON-ASSIGNABILITY                                                                                        
     11

                 

              

            

            
              
                	
                        6.1

                      	
                        Non-Assignability

                      	
                        11

                      


              

               

                                                         
                ARTICLE VII
                VESTING                                                                                                            
         12

               

            

          

        

        
          
            	
                    7.1

                  	
                    Vesting

                  	
                    12

                  


          

           

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

           

           

           

                                                     
            ARTICLE VIII AMENDMENT OR TERMINATION OF THE
            PLAN                                   
       13

           

          
            
              	
                      8.1

                    	
                      Power
                        to Amend Plan

                    	
                      13

                    
	
                      8.2

                    	
                      Distribution
                        of Plan Benefits Upon Termination

                    	
                      13

                    
	
                      8.3

                    	
                      When
                        Amendments Take Effect

                    	
                      13

                    
	
                      8.4

                    	
                      Restriction
                        on Retroactive Amendments

                    	
                      13

                    


            

             

                                                       
              ARTICLE IX PLAN
              ADMINISTRATION                                                                            
        
  14

             

            
              
                	
                        9.1

                      	
                        Powers
                          of the Committee

                      	
                        14

                      
	
                        9.2

                      	
                        Indemnification

                      	
                        14

                      
	
                        9.3

                      	
                        Claims
                          Procedure

                      	
                        14

                      
	
                        9.4

                      	
                        Expenses

                      	
                        16

                      
	
                        9.5

                      	
                        Conclusiveness
                          of Action

                      	
                        16

                      


              

               

                                                         
                ARTICLE X
                MISCELLANEOUS                                                                                             
       
  17

            

            
              


              
                	
                        10.1

                      	
                        No
                          Rights Under Plan Except as Set Forth Herein

                      	
                        17

                      
	
                        10.2

                      	
                        Rules

                      	
                        17

                      
	
                        10.3

                      	
                        Withholding
                          of Taxes

                      	
                        17

                      
	
                        10.4

                      	
                        Severability

                      	
                        17

                      
	
                        10.5

                      	
                        Compliance
                          with Section 16

                      	
                        17

                      


              

            

          

        

         

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    

 

    RALCORP
      HOLDINGS, INC.

     

    DEFERRED
      COMPENSATION PLAN

     

    FOR
      NON-MANAGEMENT DIRECTORS

     

    (Amended
      and Restated Effective as of May 25, 2006)

     

    PREAMBLE

     

    Ralcorp
      Holdings, Inc. (“Old Ralcorp”) maintained the Ralcorp Holdings, Inc. Deferred
      Compensation Plan for Non-Management Directors (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 Non-Management Directors
      effective January 31, 1997. 

     

    As
      of
      January 31, 1997, account balances of the Company’s Non-Management Directors
      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 effective as of May 25, 2006. The
      Plan as set out herein is intended to meet the requirements of Section 409A
      of
      the Code for deferrals after December 31, 2004. 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 and retain qualified Non-Management Directors who have made or will
      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.
      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    “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; 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 the Board.

     

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

     

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

     

    1.10  
“Company”
      means
      Ralcorp Holdings, Inc., a Missouri corporation, and any successor
      thereto. 

     

    1.11    “Company
      Matching Contributions” means
      the
      Company contributions described in Section 3.4.

     

    1.12    “Compensation”
      means
      a
      Participant’s annual retainer and fees from the Company for service on the
      Board.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    1.13    “Continuing
      Director” means
      any
      member of the Board, while such person is a member of the 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 the 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 the 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    “Deferral
      Account”
      means
      the
      Account established pursuant to Section 3.2.

     

    1.15    “Deferral
      Election”
      means
      a
      written agreement signed by a Participant and the Company under which the
      Participant agrees to a deferral of his Compensation in accordance with Section
      3.1 as a specified percentage (from 0% to 100%) of a Participant’s
      Compensation.

     

    1.16    “Disability”
      means
      a
      condition with respect to a Non-Management Director meeting any of the following
      requirements:

     

    (a)  The
      Non-Management Director is unable to engage in any substantial gainful activity
      by reason of any medically determinable physical or mental impairment that
      can
      be expected to result in death or can be expected to last for a continuous
      period of at least 12 months, as determined by the Committee;

     

    (b)  The
      Non-Management Director is determined to be totally disabled by the Social
      Security Administration.

     

    1.17    “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. 

     

    1.18    “Matching
      Contributions Account” means
      the
      Account established pursuant to Section 3.4(a

     

    1.19    “Non-Management
      Director” means
      a
      member of the Board who is not an officer or an employee of the Company, or
      a
      subsidiary or affiliate of the Company.

     

    1.20    “Participant”
      means
      any
      Non-Management Director who participates in the Plan.

     

    1.21    “Plan”
      means
      the
      Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors,
      as originally adopted and as from time to time amended including this
      restatement.

     

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

     

    1.23    “Separation
      from Service” means
      the
      termination of a Participant’s service on the Board. 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    1.25    “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.

     

    1.26    “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.

     

    1.27    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.

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

     

     

     

    ARTICLE
      II

     

    


     

    PARTICIPATION
      IN THE PLAN

     

     

        2.1    Eligibility.
      Participation in the Plan shall be limited to any Non-Management
      Director who is permitted by an independent majority of the Board to request
      the
      deferral of Compensation. 

     

        2.2    Commencement
      of Participation.
      To
      participate in the Plan, a Non-Management Director shall defer Compensation
      earned during a Plan Year by making a Deferral Election with respect to such
      Compensation, in the manner set forth in Section 3.1.

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    ARTICLE
      III

     

    ACCOUNTS

     

        3.1    Deferral
      Election.
      Each
      Plan Year, a Participant may execute a Deferral Election under which he may
      elect to defer all or a portion of his Compensation earned during such Plan
      Year
      until his Separation from Service. Any Deferral Election shall be subject to
      the
      provisions of the Plan, any other conditions imposed by law, and the terms
      of
      any award of Compensation. A Deferral Election is irrevocable upon the beginning
      of the Plan Year to which it applies. Any Deferral Election shall be made prior
      to the commencement of the Plan Year in which the Compensation that is the
      subject of the Deferral Election will be earned, and shall be approved by the
      Board or its designee. Approval of a Deferral Election shall in no event
      constitute a waiver by the Company of any conditions to the receipt of
      Compensation to be deferred thereby. Notwithstanding the foregoing, an
      individual who first becomes a Non-Management Director subsequent to the first
      day of any Plan Year may make a Deferral Election, applicable to the period
      from
      the Non-Management Director’s initial entry date to the end of the Plan Year,
      provided the Deferral Election is made within 30 days of becoming a
      Non-Management Director and prior to the performance of services by a
      Participant for the period covered by the election. Each Deferral Election
      shall
      be in a form designated by the Committee. The
      Board, in its discretion, may permit amounts deferred by an eligible
      Non-Management Director pursuant to any other deferral compensation program
      to
      be converted into any deferral option under this Plan.

     

        3.2    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 3.3
      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 Compensation deferred by a Deferral Election and all
      earnings thereon shall be credited to the Participant’s Deferral Account as soon
      as administratively practicable.

     

        3.3    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 approximately 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 3.3(a)
      above.

     

            (c)  Change
      in Control.
      Upon
      the completion of 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.

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

        3.4   Company
      Matching Deferral

     

            (a)  Company
      Matching Deferral.
      Upon a
      Participant’s deferral credited to the Ralcorp Holdings, Inc. Common Stock Fund,
      the Company shall credit the Participant’s Account with an additional amount
      credited to the Ralcorp Holdings, Inc. Common Stock Fund equal to 33 1/3% of
      the
      Participant’s deferral. 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 the related Participant’s
      Deferral Election amounts are credited pursuant to Section 3.2.

     

            (b)  Investment
      of Company Matching Contributions.
      Subject
      to Section 3.3(c), all Company Matching Contributions credited to a Participant
      shall be deemed to be invested in the Ralcorp Holdings, Inc. Common Stock
      Fund.

     

                      (c)      
      Form of Distribution. All distributions shall be in
      cash, unless the Committee in its discretion changes the form of distribution
      to
      all Stock or any other combination of Stock and cash.

     

         
      3.5        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.

     

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

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

     

     

     

     

    ARTICLE
      IV


     

    FUNDS

     

     

        4.1   Fund
      Selection.
      Except
      for Company Matching Contributions described in Section 3.4, 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. 

     

    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.


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    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
                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);
                

            


    

     

    
      	                                   
              (ii)	
              the
                Participant’s Separation from Service;
                or

            


    

     

    
      	                                  
              (iii)	
              the
                Participant's Disability.

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	
            	                                        
              (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.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

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

     

        5.3    Method
      of Distribution.
      Distribution
      under this Plan 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(b):

     

    
      	
            	                          
              (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.

            


    

     

    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.
      If an
      installment form of distribution is elected, the Fund for the Participant’s
      Account shall be automatically and immediately converted to the Fund that is
      a
      money market fund.

     

        5.4    Form
      of Payment.
      All
      payments made pursuant to this Plan shall be in cash, subject to the Committee’s
      discretion to make payment with respect to any Participant in whole or in part
      in Stock.
      The
      amount payable with respect to the Ralcorp Holdings, Inc. Common Stock Fund
      shall be the amount of Ralcorp Holdings, Inc. Common Stock Fund units credited
      to the Participant’s Account multiplied by the per unit fair market value, as
      determined by the Committee, on the date of the Participant’s Separation from
      Service, Unforseeable Emergency or Disability, with interest accruing at the
      rate of the Fund that is a money market fund from such date of Separation from
      Service, Unforseeable Emergency or Disability until the time of distribution.
      

     

        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 surviving spouse, or if none, the Participant’s
      estate. 

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

     

     

     

     

     

     

     

     

    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.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

     

     

     

     

    ARTICLE
      VII

     

     

    VESTING

     

        7.1    Vesting.
      Each
      Participant shall be fully (100%) vested in his entire Account balance at all
      times. 

                   
      

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    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. 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.

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    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.

            


    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

        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)	
              Committee
                Action.
                The Committee 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 Committee 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 Committee 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.

            


    

     

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

            


    

     

    The
      Claimant shall have the rights to:

     

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

            


    

     

    
      	                                
                (ii)	
              request,
                free of charge, reasonable access to, and copies of all documents,
                records
                and other information relevant to his claim for benefits.
                

            


    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
            	                   
              (c)	
              Response
                on Appeal.
                Within 60 days after receipt by the Committee of a written application
                for
                review of a Claimant’s claim, the Committee shall notify the Claimant of
                its decision by delivery or by certified or registered mail to his
                last
                known address; provided, however, in the event that special circumstances
                require an extension of time for processing such application, the
                Committee shall so notify the Claimant of its decision not later
                than 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.

            


    

     

    
      	
            	                   
              (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.

     

     

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

     

     

    
 

     

    ARTICLE
      X

     

     

    MISCELLANEOUS

     

     

        10.1    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.

     

        10.2    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.

     

        10.3    Withholding
      of Taxes.
      The
      Committee shall cause taxes to be withheld from any payment due hereunder as
      required by applicable federal, state or local law or regulations, and shall
      comply with all reporting requirements applicable to amounts deferred and
      distributed under this Plan.

     

        10.4    Severability.
      If any
      provision of this Agreement 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 Agreement.

     

        10.5    Compliance
      with Section 16. 
      Notwithstanding any election made or action taken by a Participant who is
      subject to Section 16 of the Securities Exchange Act of 1934 (“Section 16”),
      such Participant’s deemed investment in the Ralcorp Holdings, Inc. Common Stock
      Fund shall be null and void if any such election or action subjects such
      Participant to short-swing profit recovery under Section 16.

     

    


     

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    CERTIFICATION

    


    


    


    I,
      C. G.
      Huber, Jr., Vice President, General Counsel and Secretary of Ralcorp Holdings,
      Inc., do hereby certify that the attached is a true and exact copy of the
      Deferred Compensation Plan for Non-Management Directors, as amended (the
“Plan”), duly and lawfully adopted by the Corporate Governance and Compensation
      Committee of the Board of Directors on May 25, 2006, and that said Plan is
      now
      in full force and effect.

    


    IN
      WITNESS WHEREOF, Ralcorp Holdings, Inc. has caused these presents to be executed
      by its duly authorized officer this 25th
      day of
      May 2006.

     

    RALCORP
      HOLDINGS, INC.

     

     

    By:     
      /s/ C. G. Huber, Jr.    

    C.
      G.
      Huber, Jr., Vice President, General

    Counsel
      and Secretary