FORM OF RESTRICTED STOCK AWARD AGREEMENT GRANTED

Exhibit 10.3

Ralcorp Holdings, Inc. (the “Company”), pursuant to its Amended and Restated 2007 Incentive Stock Plan (the “Plan”), grants to [ ] (the “Recipient”) a Restricted Stock Award of [ ] shares of its $.01 par value Common Stock.  The Award is subject to the provisions of the Plan and to the following terms and conditions:

1.            Delivery

Upon acceptance by the Recipient of the Award, the Company will instruct its transfer agent, (the “Transfer Agent”) to issue the Award via book-entry form and cause the Transfer Agent to set up an account in the name of the Recipient for the Award.  Upon lapse of the restrictions as described below, the Transfer Agent will release the shares from restrictions.

2.            Restrictions

The shares are subject to restrictions which shall be released on December 31, 2013 (“Release Date”) provided that Recipient remains continuously employed with the Company through the Release Date, and further provided that the attainment of the following performance target (“Performance Target”) is achieved:  The compounded annual growth in the Company’s earnings per share over the course of fiscal years 2010 and 2011 is no less than 10%.  Notwithstanding the foregoing, the restrictions shall be released on the date of (i) involuntary termination of employment by the Company without Cause after the Performance Target is achieved, (ii) death, (iii) Disability, or (iv) Change of Control, provided that Recipient remains continuously employed with the Company through the date any such event occurs and further provided that such event occurs before December 31, 2013.

In the event that the Award is not released from the restrictions on or before December 31, 2013, Recipient shall forfeit all shares which are not released from restrictions as of December 31, 2013 and Recipient shall not be entitled to any payment or other consideration hereunder.  Except as otherwise provided herein, neither the shares nor any ownership interest therein may be sold, pledged, transferred or otherwise disposed of prior to December 31, 2013.

3.            Forfeiture

Without limiting the foregoing provisions, this paragraph sets forth certain circumstances under which this Award will be forfeited.  All shares of Common Stock under the Award that are restricted shall be forfeited upon the occurrence of certain events described in this Award Agreement, including any of the following events (any of which is referred to as a “Forfeiture Event”):

e.           Any other event or reason resulting in forfeiture as described in paragraph 2 hereof or otherwise as described in this Award Agreement or the Plan, including, without limitation, failure to achieve the Performance Target to the extent required herein.

Upon the occurrence of a Forfeiture Event, the Award, if restricted at the time of a Forfeiture Event, will be forfeited and will be cancelled.  The Corporate Governance and Compensation Committee (the “Committee”) or entire Board of Directors may waive any condition of forfeiture described in this paragraph.

4.            Shareholder Rights

Prior to the release of restrictions as set forth above, Recipient shall be entitled to all shareholder rights except the right to sell, pledge, transfer or otherwise dispose of the shares, and except that any and all dividends declared and paid with respect to restricted shares will be held by the Company in an account until release of restrictions.  Interest will be credited to the account quarterly on the full amount in the account until the account is distributed.  Interest shall be calculated at a rate equal to the average of the daily close of business prime rates for the quarter, as such prime rates are established by JPMorgan Chase, or such other bank as may be designated by the Committee.  On the date on which restrictions are released, all dividends and interest, if any, accrued to that date with respect to the shares on which the restrictions are released will be payable to Recipient; provided that, for this purpose, to the extent necessary to avoid the adverse tax

consequences under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), restrictions will be deemed to be released under this paragraph on account of a total and permanent disability or a Change in Control only to the extent such events occur both under the terms of this Agreement and in a manner consistent

with Section 409A of the Code.  Notwithstanding the foregoing, in the event that the Recipient is determined to be a specified employee within the meaning of Section 409A of the Code, for purposes of payment on termination of employment hereunder, payment shall be made on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid any adverse tax consequences under Section 409A of the Code.  In the event that the restrictions are not released and the award is forfeited pursuant to Paragraph 3 above or otherwise, Recipient shall not be entitled to receive any dividends and interest which may have accrued with respect to the shares so forfeited, unless approved by the Committee or the entire Board.

5.            Other

The Company reserves the right, as determined by the Committee, to convert this Award to a substantially equivalent award and to make any other modification it may consider necessary or advisable to comply with any law or regulation.  In addition