TREEHOUSE FOODS, INC. PERFORMANCE UNIT AGREEMENT

THIS AGREEMENT (the “Agreement”), effective as of the date indicated on the attached Notice of Grant, is made and entered into by and between TreeHouse Foods, Inc., a Delaware corporation (the “Company”), and the individual named on the attached Notice of Grant (the “Participant”).

WHEREAS, the Board of Directors of the Company has adopted and approved the TreeHouse Foods, Inc. Equity and Incentive Plan (the “Plan”), which was approved, as required, by the Company’s stockholders and provides for the grant of stock-based awards and cash incentive awards to certain eligible Employees, Consultants and non-Employee Directors of the Company and its Affiliates; and

WHEREAS, the Compensation Committee (the “Committee”) has selected the Participant to participate in the Plan and has awarded the performance units described in this Agreement (the “Units”) to the Participant; and

WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the Units; and

WHEREAS, capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and as an inducement to the Participant to continue as an Employee of the Company (or an Affiliate) and to promote the success of the business of the Company and its Affiliates, the parties hereby agree as follows:

1.   Grant of Units.  The Company hereby grants to the Participant, effective as of the date shown on the attached Notice of Grant (the “Date of Grant”), and on the terms and subject to the conditions, limitations and restrictions set forth in the Plan and in this Agreement, the number of Units shown on the attached Notice of Grant.  The Participant hereby accepts the Units from the Company.

2.   Transfer Restrictions.  None of the Units shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Participant prior to the conversion of Units pursuant to paragraph 3, and until permitted pursuant to the terms of the Plan.

3.   Accrual and Conversion of Units.

(a)   For each of the Performance Periods (________________, _________ and _________), a number of Units shall accrue equal to approximately (a) ___ of the Units designated on the Notice of Grant multiplied by (b) the applicable “Percentage of Units Accrued” as indicated on the chart below based on the achievement during the applicable Performance Period of the Operating Net Income goal at the threshold, target or maximum level designated below.  In addition, for the cumulative Performance Period (_____________________), a number of cumulative Units shall accrue equal to (i) the number of Units multiplied by (ii) the applicable “Percentage of Units Accrued” as indicated on the chart below based on the achievement during the cumulative Performance Period of the Operating Net Income goal at the threshold, target or maximum level designated below, minus (iii) any Units accrued during the Performance Periods.  For purposes of this Agreement, Operating Net Income shall mean income from ordinary business activities after operating expenses, income taxes and interest are deducted, adjusted for one time and non-recurring items.

(b)   The accrued Units (determined as described in the paragraph above) shall be converted to Stock or cash, at the discretion of the Committee, on the _____ anniversary of the Date of Grant (but no later than the 45th day after the _____ anniversary), provided that, and except as otherwise provided in paragraph (c) below, (1) the Committee certifies the attainment of such Operating Net Income goals in the manner set forth in the Plan and (2) the Participant continues to be employed by the Company (or an Affiliate) through the _____ anniversary of the Date of Grant.  Each accrued Unit shall be converted to either (x) one share of Stock or (y) cash equal to the Fair Market Value of a share of Stock on the _____ anniversary of the Date of Grant (but no later than the 45th day after the _____ anniversary).

(c)   If the Participant’s Service terminates during one of the Performance Periods due to death, Disability or   Retirement, or the Company terminates the Participant’s Service without Cause during a Performance Period, the Participant shall receive any portion of the Units accrued in prior Performance Periods plus a pro rata portion of the Units that would have accrued for the Performance Period in which such Participant’s death, Disability, Retirement, or termination by the Company without Cause occurs.  Such pro rata portion shall be based on the number of full calendar months of the Participant’s Service during the Performance Period divided by the length of the Performance Period.   Participant shall receive the cumulative Units if the Participant is employed through _________________.   Such Units shall be converted to Stock or cash, at the discretion of the Committee, on the anniversary of the Date of Grant immediately following the end of the Performance Period in which such Participant’s death, Disability, Retirement, or termination by the Company without Cause occurs (but not later than the 45th day after the _____ anniversary).  Notwithstanding the preceding sentence, if the Participant is a “specified employee” as determined under Section 409A of the Internal Revenue Code of 1986, as amended, and (1) his or her Service terminates during one of the Performance Periods due to Retirement or (2) the Company terminates the Participant’s Service without Cause during a Performance Period, such Participant shall have such Units converted on the date that is the later of:  (x) the first day following the six month anniversary of the Participant’s separation from Service, or (y) the anniversary of the Date of Grant immediately following the end of the Performance Period in which such Participant’s Retirement or termination by the Company without Cause occurs (but no later than the 45th day after such date).

**Such p