TREEHOUSE FOODS, INC. RESTRICTED STOCK 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 restricted stock 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 vesting of Units pursuant to paragraph 3, and until permitted pursuant to the terms of the Plan.

3.   Vesting.  Subject to paragraph 4, the Units shall vest in _______________________________________________________ provided the Participant continues to be employed by the Company (or an Affiliate) on ___________________________.

4.   Upon the termination of the Participant’s Service to death, Disability or Retirement, a pro rata portion of the Units shall vest.  Such pro rata portion shall be based on the number of full calendar months of Particpant’s Service since the Date of Grant or anniversary thereof, as applicable, divided by twelve.

5.   Forfeiture.  All of the Units that have not vested pursuant to paragraph 3 or 4 shall be forfeited to the Company upon the Participant’s termination of Service with the Company and its Affiliates for any reason.

6.   Payment.  The Units shall be converted to Stock or cash, at the discretion of the Committee, and paid to the Participant as soon as practicable after the date on which Units vest (but no later than 45 days following such vesting).

7.   Rights as a Stockholder.  During the restriction period, the Participant shall not be entitled to any of the rights of a stockholder with respect to the Units until such Units vest and are converted to shares of Stock, including without limitation the right to vote and tender Stock and the right to receive dividends and other distributions payable with respect to Stock.

8.   Tax Withholding.  The Company shall have the right to require the Participant to remit to the Company, or to withhold from other amounts payable to the Participant, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements as provided in the Plan, or the Company shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of stock whose Fair Market Value equals such amount  required to be withheld.

9.   Plan Incorporated.  The Participant accepts the Units subject to all the provisions of the Plan, which are incorporated into this Agreement, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected thereby.  Except as otherwise set forth in this Agreement, terms defined in the Plan have the same meanings herein.

10.   Miscellaneous.

(a)   No Guaranteed Service or Employment.  Neither the granting of the Units, nor any provision of this Agreement or the Plan, shall (a) affect the right of the Company to terminate the Participant at any time, with or without Cause, or (b) s