AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT

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.

(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 the higher of (x) the bonus to which the Executive would be entitled in the fiscal year in which a Qualifying Termination occurred after assuming all performance targets (personal and Company targets) were achieved at a level of 100% or (y) the Executive's last annual bonus paid by the Company, whether paid or deferred, preceding the Executive’s Qualifying Termination or the Change in Control, whichever is higher.

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 (x) 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 (y) all, or substantially all, of the assets of Ralcorp or its subsidiaries taken as a whole; or (ii) individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a majority of the Board of Directors of Ralcorp. 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 Ralcorp 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.

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.

(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 or its successor or assigns to provide to the Executive any material benefit or compensation plan, stock ownership plan, stock purchase plan, stock based incentive 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 in which executive officers of the ultimate parent entity acquiring the Company are entitled to participate (whichever are more favorable); 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.

(vi)

the failure by the Company or its successor or assigns (whether by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement after a Change in Control.

n.

o.

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

p.

    "Payment” as defined in Section 7.

q.

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 -- 36 months;

r.

"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.

s.

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

t.

"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.

u.

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

v.

"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).