Note Purchase Agreements

Note Purchase Agreements dated as of May 22, 2003

and

$150,000,000 Floating Rate Senior Notes, Series A,

due May 22, 2010

$145,000,000 4.24% Senior Notes, Series B,

due December 22, 2010

$50,000,000 5.43% Senior Notes, Series C,

due December 22, 2013

$75,000,000 4.76% Senior Notes, Series D,

due December 22, 2013

$100,000,000 5.57% Senior Notes, Series E,

due December 21, 2015

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

due December 21, 2012

$50,000,000 Floating Rate Senior Notes, Series G,

due February 22, 2011

$50,000,000 Floating Rate Senior Notes, Series H,

due February 22, 2011

$75,000,000 5.56% Senior Notes, Series I, Tranche A

due January 18, 2019

$25,000,000 5.58% Senior Notes, Series I, Tranche B

due January 18, 2019

$100,000,000 5.93% Senior Notes, Series J

due May 11, 2022

Exhibit A          —           Form of Opinion of Special Counsel for the Company

Reference is made to (i) the separate Note Purchase Agreements, each dated as of May 22, 2003 (the “Original Note Purchase Agreements” ), by and between Ralcorp Holdings, Inc., a Missouri corporation (the “Company” ), and each of the purchasers of the $150,000,000 aggregate principal amount of Floating Rate Senior Notes, Series A, due May 22, 2010 (the “Series A Notes” ) of the Company issued pursuant thereto; (ii) the First Supplement to Note Purchase Agreements, dated as of December 22, 2003 (the “First Supplement” ), between the Company and the purchasers of the $145,000,000 aggregate principal amount of 4.24% Senior Notes, Series B, due December 22, 2010 (the “Series B Notes” ) of the Company issued pursuant thereto; (iii) the Second Supplement to Note Purchase Agreements, dated as of December 22, 2003 (the “Second Supplement” ), between the Company and the purchasers of the $50,000,000 aggregate principal amount of 5.43% Senior Notes, Series C, due December 22, 2013 (the “Series C Notes” ) of the Company issued pursuant thereto; (iv) the Third Supplement to Note Purchase Agreements dated, as of December 22, 2003 (the “Third Supplement” ), between the Company and the purchasers of the $75,000,000 aggregate principal amount of 4.76% Senior Notes, Series D, due December 22, 2013 (the “Series D Notes” ) of the Company issued pursuant thereto; (v) the Fourth Supplement to Note Purchase Agreements, dated as of December 21, 2005 (the “ Fourth Supplement ”), between the Company and the purchasers of the $100,000,000 aggregate principal amount of 5.57% Senior Notes, Series E, due December 21, 2015 (the “ Series E Notes ”) of the Company issued pursuant thereto; (vi) the Fifth Supplement to Note Purchase Agreements, dated as of December 21, 2005 (the “ Fifth Supplement ”), between the Company and the purchasers of the $75,000,000 aggregate principal amount of 5.43% Senior Notes, Series F, due December 21, 2012 (the “ Series F Notes ”); (vii) the Sixth Supplement to Note Purchase Agreements dated as of February 22, 2006 (the “ Sixth Supplement ”), between the Company and the purchasers of the $50,000,000 aggregate principal amount of Floating Rate Senior Notes, Series G, due  February 22, 2011 (the “ Series G Notes ”); (viii) the Seventh Supplement to Note Purchase Agreements, dated as of February 22, 2006 (the “ Seventh Supplement ”), between the Company and the purchasers of the $50,000,000 aggregate principal amount of Floating Rate Senior Notes, Series H, due February 22, 2011 (the “ Series H Notes ”); (ix) the Eighth Supplement to Note Purchase Agreements, dated as of January 18, 2007 (the “ Eighth Supplement ”), between the Company and the purchasers of the $75,000,000 aggregate principal amount 5.56% Senior Notes, Series I, Tranche A, due January 18, 2019 and the $25,000,000 aggregate principal amount 5.58% Senior Notes, Series I, Tranche B, due January 18, 2019 (the “ Series I Notes ”); (x) the Ninth Supplement to the Note Purchase Agreements, dated as of May 11, 2007 (the “ Ninth Supplement ”), between the Company and the purchasers of the $100,000,000 5.93% Senior Notes, Series J, due May 11, 2022 (the “ Series J Notes ” and together with the Series A Notes, the Series B Notes, the Series C Notes, the Series D Notes, Series E Notes, Series F Notes, Series G Notes, Series H Notes and the Series I Notes, the “ Notes ”) of

the Company issued pursuant thereto; and (vii) the First Amendment to the Original Note Purchase Agreements and the Notes, dated as of December 22, 2005 (the “ First Amendment ”).  The Original Note Purchase Agreements, as supplemented by the First through Ninth Supplements and the First Amendment, are referred to herein collectively as the “Note Purchase Agreements.”  Capitalized terms used in this Second Amendment (this “ Second Amendment ”) without definition shall have the meanings given such terms in the Note Purchase Agreements.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company requests the amendment of certain provisions of the Notes and the Note Purchase Agreements as hereinafter provided.

Upon your acceptance hereof in the manner hereinafter provided and upon satisfaction of all conditions to the effectiveness hereof and receipt by the Company of similar acceptances from the Required Holders, this Second Amendment shall be effective, but only in the respects hereinafter set forth:

Section 1.1.  Section 8.3(g) of the Note Purchase Agreements is hereby amended as of the date set forth in Section 2(c) hereof by inserting “(a)” after the word “if” in the first sentence, replacing the period at the end of the definition of “Change in Control” with “, or” and by inserting “(b)  a “change in control” (as defined therein) occurs under any of the Company’s other outstanding indebtedness” as the last line of the definition of “Change in Control”.

Section 1.2.  Section 9.7(a) of the Note Purchase Agreements is hereby amended as of the date hereof by inserting “or a Guaranty or direct liability with respect to any or all present or future Debt of the Company” after the word “Agreement” in said Section 9.7(a).

Section 1.3.  Section 10.5 of the Note Purchase Agreements is hereby amended as of the date hereof by inserting “any Lien on the” in place of “any of the” in the third line of the preamble to such Section 10.5.

Section 1.4.  The definition of “Priority Debt” set forth on Schedule B to the Note Purchase Agreements is hereby amended as of the date hereof by deleting the phrase “whether as direct obligors or guarantors under the Bank Agreement”.

Section 1.5.  The definition of “Subsidiary Guarantor” set forth on Schedule B to the Note Purchase Agreements is hereby amended as of the date hereof by adding to the end thereof “or as a guarantor or direct obligor in respect of any other Debt of the Company; provided, however, that if such Subsidiary is organized in a jurisdiction other than the United States or Canada, then solely for purposes of determining “Priority Debt”, such Subsidiary shall not be deemed a Subsidiary Guarantor unless the Company provides to each holder of Notes a written opinion of independent counsel addressed to the holders of Notes to the effect that the Subsidiary Guarantee of such Subsidiary Guarantor has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitutes a legal, valid and binding obligation enforceable against such Subsidiary Guarantor in accordance with its terms, subject to usual and customary exceptions and assumptions reasonably satisfactory to the Required Holders at the time such Subsidiary becomes obligated as a guarantor or direct obligor in respect of any other Debt of the Company”.

Section 1.6.  A new definition of “Second Amendment” is hereby added in alphabetical order to Schedule B to the Note Purchase Agreement as of the date hereof as follows:

“Second Amendment” means that certain Second Amendment, dated as of July 9, 2008, to Note Purchase Agreements, dated as of May 22, 2003, entered into between the Company and the holders of the Notes signatory thereto.

This Second Amendment shall not become effective until, and shall become effective on, the Business Day when each of the following conditions shall have been satisfied:

(a)  The consummation of the acquisition of the Post cereals business by the Company and the assumption of indebtedness related thereto, all as described in that Preliminary Offering Memorandum dated June 27, 2008 (the “Preliminary Offering Memorandum”), shall have been completed concurrently with this Second Amendment.

(b)  Each holder shall have received this Second Amendment, duly executed by the Company.

(c)  The Required Holders shall have consented to this Second Amendment as evidenced by their execution thereof, provided that Section 1.1 shall not become effective until all holders shall have consented hereto.

(d)  The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct as of the date of the execution and delivery of this Second Amendment.

(e)  Any consents or approvals from any holder or holders of any outstanding security or indebtedness of the Company and any amendments of agreements pursuant to which any securities or indebtedness may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be r