FORM OF 2008 NON-MANAGEMENT DIRECTOR STOCK APPRECIATION RIGHTS AGREEMENT

Ralcorp Holdings, Inc. (the "Company"), effective September 25, 2008, grants to [  ] ("SAR Holder") this Stock Appreciation Right (the “SAR”) relating to [   ] shares of its $.01 par value Common Stock (the "Common Stock") at a price of $66.07 (“Exercise Price”) per share pursuant to the Ralcorp Holdings, Inc. 2007 Incentive Stock Plan (the "Plan").  Subject to the provisions of the Plan and the following terms, SAR Holder may exercise this SAR as set forth below by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of shares under the SAR to be exercised.  Upon the exercise of all or a portion of the SAR, the SAR Holder shall receive from the Company an amount by which the fair market value of the underlying Common Stock exceeds the exercise price of the exercised portion of the SAR.  Such amount of appreciation on the underlying shares shall be paid to the SAR Holder in shares of Common Stock of the Company based on the fair market value of such shares on the date of exercise.  All determinations of fair market value shall be made by the Corporate Governance and Compensation Committee of the Company’s Board of Directors in accordance with the Plan.  In lieu of fractional shares, the amount to be paid upon exercise shall be rounded down to the nearest whole number of shares.

NOW THEREFORE , the Company and SAR Holder agree, for and in consideration of the terms hereof, as follows: