TREEHOUSE FOODS, INC. NON-STATUTORY STOCK OPTION 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 Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and other types of stock-based 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 Non-statutory Stock Option described in this Agreement (the “Option”) to the Participant; and

WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the Option; 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 Option.  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, an Option to purchase all or any portion of the number of shares shown on the attached Notice of Grant for the per share price shown on the attached Notice of Grant (the “Exercise Price”).  The Participant hereby accepts the Option from the Company.

2.   Vesting.  The shares of Stock subject to the Option shall vest in ______________________________________________________________.  In addition to the vesting provisions contained in the foregoing sentence, the shares of Stock subject to the Options shall immediately vest in full upon (a) termination of the Participant’s Service due to death or Disability; or (b) a Change in Control.

3.   Exercise.  In order to exercise the Option with respect to any vested portion that has not yet expired, the Participant shall notify the Company (or its duly authorized designee for such purpose) in writing or by electronic or other acceptable means, in accordance with procedures established by the Company and communicated to the Participant, either sent to the Corporate Secretary’s attention at the Company’s principal office or to his duly authorized designee for such purpose.  At the time of exercise, the Participant shall pay to the Company the Exercise Price set forth on the attached Notice of Grant, multiplied by the number of vested shares as to which the Option is being exercised.  The Option will not be deemed to be exercised and shares of Stock will not be issued unless and until the applicable Exercise Price is received by the Company and the exercise is otherwise approved by the Company.  The Participant shall make such payment (a) in cash or its equivalent, (b) by exchanging shares of Stock owned by the Participant for at least six months (or such greater or lesser period as the Committee may determine from time to time), (c) if permitted by the Committee, through a broker-assisted “cashless” exercise of the Option, or (d) any combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any Stock tendered to the Company, valued as of the date of such tender, is at least equal to the total applicable Exercise Price.  In addition, the Committee may, in its discretion, allow for the Option to be “net exercised” in which event the net amount of Stock underlying the Option shall be delivered to the Participant upon exercise after deducting such amount of Stock necessary to satisfy the Exercise Price.

4.   Expiration of Option.  The Option shall expire, and shall not be exercisable with respect to any vested portion as to which the Option has not been exercised, on the first to occur of:_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.  Notwithstanding any provision of the Plan or this Agreement to the contrary, the Participant may not, under any circumstances, exercise the Option (whether or not then vested or exercisable) following termination of the Participant’s Service for Cause, and the unvested portion of any Option shall expire and be forfeited immediately upon the termination of the Participant’s Service for any reason.  The final determination of whether or not the Participant has been discharged or has terminated Service for any of the reasons specified in this paragraph 4 will be made by the Committee in its sole and absolute discretion.

5.   Tax Withholding.  Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it deems necessary or desirable for the withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection with any of the shares of Stock subject hereto.  Such steps shall include but shall not be limited to (a) requiring the Participant pay to the Company, simultaneous with any exercise pursuant to paragraph 3 above, the amount of any taxes required to be withheld (or a reasonable estimate thereof), or (b) retaining by the Company (or the Participant may be offered the opportunity to elect to tender) the number of shares of Stock (or a reasonable estimate thereof) whose Fair Market Value equals (or approximately equals) such amount required to be withheld.  The Participant acknowledges and agrees that the Participant is responsible for the tax consequences, if any, associated with the grant of the Option and its exercise.

6.   Assignment or Transfer of Option.  The Option is not assignable or transferable, except in accordance with the provisions of the Plan.

7.   Administrative Delay.  Option exercise requests will be processed as soon as administratively practicable following the receipt of the Participant’s request which is complete in all resp