Fifth Supplement to Note Purchase Agreements

Exhibit 10.3

                                                              Re:       $75,000,000 5.43% Senior Notes, Series F,

To the Series F Purchasers named in

Schedule A hereto

Ladies and Gentlemen:

This Fifth Supplement to Note Purchase Agreements (the or this "Fifth Supplement" ) is among Ralcorp Holdings, Inc., a Missouri corporation (the "Company" ) and the institutional investors named on Schedule A attached hereto (the "Series F Purchasers" ).

Reference is hereby made to the Note Purchase Agreements dated as of May 22, 2003 (as amended and supplemented from time to time, the "Note Purchase Agreements" ), among the Company and the purchasers listed on Schedule A thereto. All capitalized terms not otherwise defined herein shall have the same meaning as specified in the Note Purchase Agreements. Reference is further made to Section 4.13 of the Note Purchase Agreements which requires that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser shall execute and deliver a Supplement.

The Company hereby agrees with the Series F Purchasers as follows:

         1.      The Company has authorized the issue and sale of $75,000,000 aggregate principal amount of the 5.43% Senior Notes, Series F, due December 21, 2012 (the "Series F Notes" ). The Series F Notes, together with the Series A Notes initially issued pursuant to the Note Purchase Agreements, the $145,000,000 aggregate principal amount of 4.24% Senior Notes, Series B, due December 22, 2010 (the "Series B Notes" ) issued pursuant to the First Supplement to Note Purchase Agreements dated as of December 22, 2003 (the "First Supplement" ), the $50,000,000 aggregate principal amount of 5.43% Senior Notes, Series C, due December 22, 2013 (the "Series C Notes" ) issued pursuant to the Second Supplement to Note Purchase Agreements dated as of December 22, 2003 (the "Second Supplement" ), the $75,000,000 aggregate principal amount of 4.76% Senior Notes, Series D, due December 22, 2013 (the "Series D Notes" ) issued pursuant to the Third Supplement to Note Purchase Agreement dated as of December 22, 2003 (the " Third Supplement" ), the $100,000,000 aggregate principal amount of 5.57% Senior Notes, Series E, due December 21, 2015 (the "Series E Notes" ) issued pursuant to the Fourth Supplement to Note Purchase Agreements dated as of December 21, 2005 (the "Fourth Supplement" ), and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 2.2 of the Note Purchase Agreements, are collectively referred to as the "Notes " (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreements). The Series F Notes shall be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved by the Series F Purchasers and the Company.

       2.      Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreements and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to each Series F Purchaser, and each Series F Purchaser agrees to purchase from the Company, Series F Notes in the principal amount set forth opposite such Series F Purchaser’s name on Schedule A hereto at a price of 100% of the principal amount thereof on the closing date hereafter mentioned.

       3.      The sale and purchase of the Series F Notes to be purchased by each Series F Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00 a.m. Chicago time, at a closing (the "Closing" ) on December 21, 2005 or on such other Business Day thereafter on or prior to December 23, 2005 as may be agreed upon by the Company and the Series F Purchasers. At the Closing the Company will deliver to each Series F Purchaser the Series F Notes to be purchased by such Series F Purchaser in the form of a single Series F Note (or such greater number of Series F Notes in denominations of at least $100,000 as such Series F Purchaser may request) dated the date of the Closing and registered in such Series F Purchaser’s name (or in the name of such Series F Purchaser’s nominee), against delivery by such Series F Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 1096726 and account name Ralcorp Holdings, Inc. at JPMorgan Chase Bank, N.A. in New York, New York, ABA #021000021. If, at the Closing, the Company shall fail to tender such Series F Notes to any Series F Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Series F Purchaser’s satisfaction, such Series F Purchaser shall, at such Series F Purchaser’s election, be relieved of all further obligations under this Fifth Supplement, without thereby waiving any rights such Series F Purchaser may have by reason of such failure or such nonfulfillment.

       4.      The obligation of each Series F Purchaser to purchase and pay for the Series F Notes to be sold to such Series F Purchaser at the Closing is subject to the fulfillment to such Series F Purchaser’s satisfaction, prior to the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreements with respect to the Series F Notes to be purchased at the Closing, and to the following additional conditions:

     (a)      Except as supplemented, amended or superceded by the representations and warranties set forth in Exhibit A hereto, each of the representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreements shall be correct as of the date of Closing and the Company shall have delivered to each Series F Purchaser an Officer’s Certificate, dated the date of the Closing certifying that such condition has been fulfilled.

     (b)      Contemporaneously with the Closing, (i) the Company shall sell to each Series F Purchaser, and each Series F Purchaser shall purchase, the Series F Notes to be purchased by such Series F Purchaser at the Closing as specified in Schedule A and (ii) the Company shall sell to each purchaser and each purchaser shall purchase the Series E Notes to be purchased by such purchaser at the Closing and as specified in Schedule A to the Fourth Supplement.

     5.       Maturity .   As provided therein, the entire unpaid principal balance of the Series F Notes shall be due and payable on the stated maturity date thereof.

     6.       Optional Prepayments with Make-Whole Amount .   The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series F Notes, in an amount not less than 10% of the aggregate principal amount of the Series F Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Series F Notes written notice of each optional prepayment under this Section 6 of this Fifth Supplement not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series F Notes to be prepaid on such date, the principal amount of each Series F Note held by such holder to be prepaid (determined in accordance with Section 7 of this Fifth Supplement), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Series F Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

     7.      Allocation of Partial Prepayments for Series F Notes .   In the case of each partial prepayment of the Series F Notes pursuant to Section 6 of this Fifth Supplement, the principal amount of the Series F Notes to be prepaid shall be allocated among all of the Series F Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

     8.       Maturity; Surrender, etc. for Series F Notes .   In the case of each prepayment of Series F Notes pursuant to Section 6 of this Fifth Supplement and Section 8.3 of the Note Purchase Agreements, the principal amount of each Series F Note to be