among

1
EXHIBIT 10.9

AMENDED AND RESTATED
SHAREHOLDERS' AGREEMENT

September __, 1997

among

American Italian Pasta Company

and

Certain of its Shareholders
2

THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT dated as of
September __, 1997 ("Agreement") is by and among American Italian Pasta
Company, a Delaware corporation (the "Company"), and each of the other
signatories listed on the signature pages hereof.

W I T N E S S E T H:

WHEREAS, the Company, The Xxxxxx Xxxxxxx Leveraged Equity Fund II,
L.P., a Delaware limited partnership ("MSLEF II"), Xxxxxx Xxxxxxx Capital
Partners III, L.P. ("MSCP"), Xxxxxx Xxxxxxx Capital Investors, L.P. and MSCP
III 892 Investors, L.P., each a Delaware limited partnership (collectively, the
"MSCP Funds" and, together with MSLEF II, collectively, the "MS Shareholders"),
and each of the other signatories hereto are parties to a Shareholders
Agreement dated as of October 30, 1992 (the "Original Agreement"), as amended
by Amendment No. 1 to Shareholders Agreement dated as of March 8, 1995,
Amendment No. 2 to Shareholders Agreement dated as of April 13, 1995, and
Amendment No. 3 to Shareholders Agreement dated as of April 15, 1997 (as so
amended, the "Amended Original Agreement");

WHEREAS, the Shareholders (as defined below) presently own the number
of shares of Class A common stock, par value $.01 per share (the "Old Class A
Common Stock"), and/or shares of common stock, no par value per share (the "Old
Common Stock" and with the Old Class A Common Stock collectively, the "Old
Stock"), of the Company set forth opposite their respective names on Exhibit A
attached to this Agreement;

WHEREAS, the Company expects to consummate its IPO (as defined herein)
shortly following the date hereof;

WHEREAS, in connection with its IPO, the Company will amend and
restate its Certificate of Incorporation and effect a recapitalization pursuant
to which (i) each outstanding share of Old Class A Common Stock and Old Common
Stock will be converted into one share of the Class A Convertible Common Stock,
par value $.001 per share, of the Company (the "Class A Common Stock"); (ii)
the MS Shareholders will convert certain of their shares of Class A Common
Stock into shares of the Class B Convertible Non-Voting Common Stock, par value
$.001 per share, of the Company (the "Class B Common Stock" and, together with
the Class A Common Stock, the "Common Stock"); and (iii) each outstanding share
of Common Stock will be split into ___ shares;

WHEREAS, in connection with the IPO, the Company and the Shareholders
wish to further amend and restate in its entirety the Amended Original
Agreement; and

WHEREAS, the execution of this Agreement constitutes the consent of
the Company and each of the Shareholders to the amendment and restatement of
the Amended Original Agreement effective immediately after the IPO Closing (as
defined below), thereby binding all the Shareholders to this Agreement in
accordance with Section 7.4 of the Amended Original Agreement;

NOW, THEREFORE, in consideration of the mutual agreements and
covenants hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Definitions. (a) The following terms, as used in this
Agreement, have the following meanings:

"Adverse Person" means, as determined in the sole discretion of the
Board, (i) any transferee that intends to cause, or is reasonably likely to
cause, or whose ownership of Common Stock would cause an adverse impact on the
business, interests or prospects of the Company or any Shareholder or (ii) any
transferee that is a competitor or supplier of the Company or an Affiliate of
any such competitor or supplier.

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person, provided that no shareholder of the Company shall be deemed an
Affiliate of any other shareholder solely by reason of any investment in the
Company. For the purpose of this definition, the term "control" (including
with correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.

"Affiliated Employee Benefit Trust" means any trust that is a
successor to the assets held by a trust established under an employee benefit
plan subject to ERISA or any other trust established directly or indirectly
under such plan or any other such plan having the same sponsor.

"Allotment" means (i) with respect to calendar year 1997, 28,323
shares of Common Stock; (ii) with respect to calendar year 1998, 35,000 shares
of Common Stock minus the number of shares of Common Stock transferred by
Xxxxxxxxx in 1997; (iii) with respect to calendar year 1999, 58,494 shares of
Common Stock minus the aggregate number of shares of Common Stock transferred
by Xxxxxxxxx in 1997 and 1998 and (iv) with respect to the calendar year 2000,
79,544 shares of Common Stock, minus the aggregate number of shares of Common
Stock transferred by Xxxxxxxxx in 1997, 1998 and 1999.

"Xxxx" means Xxxxxx X. Xxxx Group, Inc, Xxxxxx X. Xxxx Capital
Partners, L.P., Xxxxxx X. Xxxx Employee Equity Fund, L.P., or Excelsior
Investors, L.L.C.

"Xxxx Affiliate" means any Person included within the definition of
"Xxxx", or any Affiliate of such Person.

"Board" means the board of directors of the Company.

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"Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.

"Business Plan" has the meaning specified in Section 2.5(b) of this
Agreement.

"Bylaws" means the bylaws of the Company, as amended from time to
time.

"Certificate of Incorporation" means the Certificate of Incorporation
of the Company, as amended from time to time.

"Chairman" means the chairman of the board of directors of the
Company.

"Chief Executive Officer" means the chief executive officer of the
Company.

"Citicorp" means Citicorp Venture Capital, Ltd. or CCT Partners III,
L.P.

"Class A Common Stock" has the meaning specified in the recitals to
this Agreement.

"Class B Common Stock" has the meaning specified in the recitals to
this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" has the meaning specified in the recitals to this
Agreement.

"Confidential Information" has the meaning specified in Section 6.1(b)
of this Agreement.

"Director" means any member of the Board.

"Disadvantageous Condition" has the meaning specified in Section
5.1(a) of this Agreement.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Shareholders" means Xxxxxxxx and Citicorp.

"Fully Diluted" means, with respect to Common Stock, all outstanding
shares of Common Stock, shares of Common Stock issuable in respect of
securities convertible into or exchangeable for Common Stock, and shares of
Common Stock issuable upon exercise of stock appreciation rights or options,
warrants and other rights to purchase or subscribe for Common Stock or
securities convertible into or exchangeable for Common Stock.

"IPO" means the Company's first Underwritten Offering.

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"IPO Closing" means the consummation of the IPO.

"IPO Closing Date" means the date of the IPO Closing.

"Losses" means any losses, claims, damages, liabilities or expenses.

"Major Acquisition" means strategic acquisition of, or investment in
the assets or a business of, another Person, which acquisition or investment
has a fair market value of at least $30 million.

"Maximum Offering Size" has the meaning specified in Section 5.1(f) of
this Agreement.

"Minority Selling Shareholders" means, with respect to any
registration of Registrable Stock under the Securities Act, the Minority
Shareholders who exercise their rights under Sections 5.1(a), 5.1(b) or 5.2 of
this Agreement to have Registrable Stock included in such registration.

"Minority Shareholders" means the Shareholders and their Permitted
Transferees, other than the MS Shareholders and the Permitted Transferees of
the MS Shareholders.

"MS Percentage" means, as of any date, a fraction, the numerator of
which equals the aggregate number of shares of Common Stock transferred prior
to such date by the MS Shareholders and their Permitted Transferees and the
denominator of which equals the number of shares of Common Stock owned on the
date hereof by the MS Shareholders and their Permitted Transferees.

"MS Selling Shareholders" means, with respect to any registration of
Registrable Stock under the Securities Act, the MS Shareholders who exercise
their rights under Sections 5.1(a), 5.1(b) or 5.2 of this Agreement to have
Registrable Stock included in such registration.

"MS Shareholder" has the meaning specified in the recitals to this
Agreement.

"Old Stock" has the meaning specified in the recitals to this
Agreement.

"Partial Subsidiary" means any Subsidiary of the Company of which less
than 100% of the capital stock is directly or indirectly owned by the Company.

"Permitted Transferee" means:

(i) in the case of any MS Shareholder, (w) any general or
limited partner of any MS Shareholder (a "MS Partner"), and any
corporation, partnership, Affiliated Employee Benefit Trust or other
entity which is an Affiliate of any MS Partner (collectively, the "MS
Affiliates"), (x) any managing director, general partner, director,
limited partner, officer or employee of a MS Shareholder or a MS
Affiliate (collectively, "MS Associates"), (y) the heirs, executors,
administrators, testamentary trustees, legatees or

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beneficiaries of any MS Associate and (z) a trust, the
beneficiaries of which, or a corporation, limited liability company or
partnership, the shareholders, members or general or limited partners
of which, include only MS Shareholders, MS Affiliates, MS Associates,
their spouses or their lineal descendants;

(ii) in the case of any Minority Shareholder who is a natural
person, (x) a Person to whom Shares are transferred from such Minority
Shareholder (A) by will or the laws of descent and distribution or (B)
by gift without consideration of any kind; provided that such
transferee is the lineal descendant or spouse of a Person who is a
signatory to this Agreement, or (y) a trust, each primary beneficiary
of which is the spouse or lineal descendant of such Minority
Shareholder or his Permitted Transferees under clause (x) above;

(iii) in the case of any Shareholder, the Company;

(iv) in the case of Xxxx, [any Xxxx Affiliate, and, effective
after December 31, 1998, (x) any partner or member of such Xxxx
Affiliate; provided that at no time shall the number of Shares
transferred pursuant to this clause (x), when added to the aggregate
number of Shares transferred pursuant to this clause (x) or sold by
such Xxxx Affiliate during the preceding 90 days, exceed the maximum
number of shares of Common Stock that could then be sold by such Xxxx
Affiliate in accordance with thevolume limitations of Rule 144(e) (or
any successor provision) under the Securities Act, or (y) any partner
or member any Xxxx Affiliate in connection with any distribution of
all or substantially all of the net assets such Xxxx Affiliate to its
partners or members, as applicable];

(v) in the case of Excelsior Investors, L.L.C., any Person
who is a member thereof on the date of this Agreement;

(vi) in the case of Citicorp, a Person that is an Affiliate
of Citicorp, it being understood that for purposes of this provision,
in the case of Citicorp or its Permitted Transferees, a trust
established under ERISA which is an Affiliate of Citicorp or an
Affiliated Employee Benefit Trust shall be deemed an Affiliate of
Citicorp or its Permitted Transferees;

(vii) any Person with respect to which the Board, in its sole
discretion, shall have adopted a resolution (whether before or after
the date of this Agreement) stating that the Board has no objection if
a transfer of Shares is made to such Person; provided that, if the MS
Shareholders shall at the time of the proposed transfer beneficially
own, in the aggregate, shares of Common Stock representing at least
10% of the shares of Common Stock then outstanding (on a Fully Diluted
basis), the MS Shareholders shall in their sole discretion have
approved such resolution; or

(viii) in the case of JSS Management Company, Ltd., (x) Xxxxx
X. Xxxxxxxxxxx, or (y) any general or limited partner of JSS who is a
spouse or lineal descendant of Xxxxx X. Xxxxxxxxxxx.

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"Person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

"Principal Subsidiary" has the meaning specified in Section 2.1(a) of
this Agreement.

"Registrable Stock" means any Shares until the first to occur of (i) a
registration statement covering such Shares has been declared effective by the
SEC and such Shares have been disposed of pursuant to such effective
registration statement, (ii) such Shares have been sold in compliance with all
of the applicable conditions of Rule 144, (iii) such shares are eligible to be
sold pursuant to Rule 144(k), or (iv) such Shares have otherwise been
transferred, the Company has delivered a new certificate or certificates for
such Shares not bearing the legend required pursuant to this Agreement and such
Shares may be resold without registration under the Securities Act.

"Registration Expenses" means (i) all SEC, stock exchange or NASDAQ
registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications of the Shares), (iii)
printing expenses, (iv) internal expenses of the Company (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), (v) reasonable fees and disbursements of counsel
for the Company and customary fees and expenses for independent certified
public accountants retained by the Company (including any costs associated with
the delivery by independent certified public accountants of a comfort letter or
letters requested pursuant to Section 5.4(h) hereof), (vi) the reasonable fees
and expenses of any special experts retained by the Company in connection with
such registration, (vii) reasonable fees and expenses of no more than one
counsel for all of the Selling Shareholders, (viii) fees payable to the
National Association of Securities Dealers, Inc and (ix) fees and disbursements
of underwriters customarily paid by issuers or sellers of securities in
firm-commitment underwritings; provided, however, that the term "Registration
Expenses" shall not include any (w) underwriting or brokerage fees, discounts
or commissions, (x) transfer taxes, (y) out-of-pocket expenses of the Selling
Shareholders (or of the agents who manage their accounts) or (z) any fees and
expenses of underwriters' counsel (other than pursuant to clause (ii) of this
paragraph); provided, further, that the counsel for the Selling Shareholders
contemplated by clause (vii) of this definition shall be selected by the
Selling Shareholders beneficially owning a majority of the Shares to be sold
for the account of all Selling Shareholders, but in any event shall be
reasonably acceptable to the Company.

"registration statement" means a registration statement under the
Securities Act.

"Representatives" has the meaning specified in Section 6.1(b) of this
Agreement.

"Rule 144" means Rule 144 (or any successor provision) under the
Securities Act.

"SEC" means the Securities and Exchange Commission.

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"Securities Act" means the Securities Act of 1933, as amended.

"Selling Shareholders" means the Minority Selling Shareholders and the
MS Selling Shareholders.

"Xxxxxxxxx" means Xxxxx X. Xxxxxxxxx and each of his Permitted
Transferees in respect of Shares transferred before or after the date hereof.

"Xxxxxxxxx Percentage" means, as of any date, a fraction, the
numerator of which shall equal the aggregate number of shares of Common Stock
transferred prior to such date by Xxxxxxxxx and the denominator of which shall
equal the number of shares of Common Stock owned on the date hereof by
Xxxxxxxxx.

"Shareholder" means each Person (other than the Company) who shall be
a party to this Agreement, whether in connection with the execution and
delivery hereof as of the date hereof, pursuant to Section 7.3 or otherwise, so
long as such Person shall beneficially own any Shares.

"Shares" means, with respect to a Shareholder, all shares of Common
Stock issued upon the conversion of shares of Old Stock owned by such
Shareholder on the date hereof.

"Significant Action" means:

(i) the appointment or removal, with or without cause, of the
Chairman of the Board;

(ii) any merger, consolidation or other similar business
combination to which the Company or any of its Subsidiaries is a
party; except for any such merger, consolidation or business
combination which both (x) involves a Subsidiary of the Company as a
party and (y) would be a Major Acquisition but for the failure of such
merger, consolidation or business combination, as applicable, to equal
or exceed the monetary threshold specified in the definition of "Major
Acquisition".

(iii) any sale, lease, exchange, transfer or other
disposition, directly or indirectly, in a single transaction or series
of related transactions, of a majority of the tangible assets of the
Company and its Subsidiaries taken as a whole;

(iv) except for (A) the exercise or grant of stock options,
restricted stock, phantom stock, stock appreciation rights or similar
rights or interests pursuant to employee or director benefit plans of
the Company or any of its Subsidiaries or (B) the conversion, exchange
or exercise of any securities outstanding on the date hereof that are
convertible into, exchangeable for or exercisable for capital stock of
the Company, any increase or reduction in the authorized capital of
the Company or any Partial Subsidiary, or any recapitalization of the
Company or any Partial Subsidiary, or the creation of any additional
class of capital stock of the Company or any Partial Subsidiary, or
the sale, issuance, distribution, exchange, purchase or redemption of
shares of capital stock of the

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Company or any Partial Subsidiary, or phantom equity, stock
appreciation and similar interests and rights (or any securities
convertible into or exchangeable for capital stock of the Company or
any Partial Subsidiary or phantom equity, stock appreciation and
similar interests and rights) or any rights, warrants or options to
purchase, subscribe for or acquire any such capital stock or
convertible or exchangeable securities or phantom equity, stock
appreciation and similar interests and rights of the Company or any
Partial Subsidiary;

(v) any amendment, modification or repeal of any provision
of the certificate of incorporation or bylaws of the Company or any of
its Subsidiaries or any change in the jurisdiction of incorporation of
the Company or any of its Subsidiaries;

(vi) the approval of any dissolution or plan of liquidation
of the Company or any of its Subsidiaries;

(vii) the authorization of any general assignment by the
Company or any of its Subsidiaries for the benefit of creditors or of
the institution by the Company or any of its Subsidiaries of any
proceeding to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
dissolution, protection, relief, or composition of the Company or any
of its Subsidiaries or their respective debts under any existing or
future law of any jurisdiction relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order
for relief or the appointment of a receiver, trustee, or other similar
official for the Company, any of its Subsidiaries or for any
substantial part of their respective properties;

(viii) the declaration or making of any provision for payment
of, or the setting aside of assets with respect to, any dividend or
other distribution (in cash, securities or other property) by the
Company or any Partial Subsidiary with respect to any capital stock of
the Company or Partial Subsidiary or any redemption or repurchase of
any such capital stock, except for (A) dividends on Common Stock
payable in the form of Common Stock and (B) repurchases of capital
stock of the Company or any Partial Subsidiary pursuant to the terms
of employee or director benefit plans or employment agreements;

(ix) the creation, issuance, assumption, guarantee or
incurrence by the Company in any one transaction or series of related
transactions of any indebtedness or the making of any advance or loan
to any Person, that increases the aggregate amount of indebtedness,
loans, advances and guarantees of the Company to an amount that is at
least $30 million greater than the sum of (A) aggregate amount of such
indebtedness, loans, advances and guarantees outstanding on the date
of this Agreement and (B) the aggregate amount of availability
remaining under all credit facilities of the Company as of the date of
this Agreement;

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(x) the termination of the engagement of Ernst & Young LLP as
the independent auditors for the Company and its Subsidiaries or the
selection of any other public accounting firm as the independent
auditors for the Company and its Subsidiaries;

(xi) any Major Acquisition;

(xii) any acquisition or construction of a new pasta
production facility by the Company or any of its Subsidiaries with an
aggregate cost of at least $30 million;

(xiii) any grant or award to any one Person under any stock
option, equity incentive or other benefit plan of the Company that
involves or relates to more than [5,000] shares of Common
Stock[confirm that 5,000 share amount reflects a pre-split concept];

(xiv) any adoption of a shareholder rights plan; or

(xv) any commitment to do any of the foregoing actions.

"Subsidiary" means any entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other Persons performing similar functions are at the time
directly or indirectly owned by a company.

"Subsidiary Board" means the board of directors of any Principal
Subsidiary.

"Subsidiary Director" shall have the meaning set forth in Section
2.1(a) of this Agreement.

"Third Party" means a prospective purchaser of Shares in an
arm's-length transaction from a Shareholder where such purchaser is not a
Permitted Transferee of such Shareholder.

"Xxxxxxxx" means Xxxxxxx X. Xxxxxxxx, Xxxxxxxx Holdings, Inc.,
Xxxxxxxx Holdings, L.P., and each of their respective Permitted Transferees in
respect of Shares transferred before or after the date hereof.

"transfer" has the meaning set forth in Section 3.1(a) of this
Agreement.

"Underwritten Offering" means a firm-commitment underwritten public
offering of Registrable Stock pursuant to an effective registration statement.

"Xxxxxxx Allotment" means (i) with respect to fiscal year 1998, no
shares of Common Stock, (ii) with respect to fiscal year 1999, 15,000 shares of
Common Stock, (iii) with respect to fiscal year 2000, 30,000 shares of Common
Stock, minus the aggregate number of shares of Common Stock transferred by
Xxxxxxx in fiscal year 1999, (iv) with respect to fiscal year 2001, 45,000
shares of Common stock, minus the aggregate number of shares of Common Stock
transferred by Xxxxxxx in fiscal years 1999 and 2000 and (v) with respect to
fiscal year 2002,

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60,000 shares of Common Stock, minus the aggregate number of shares of Common
Stock transferred by Xxxxxxx in fiscal years 1999, 2000 and 2001.

(b) The term "MS Shareholder", to the extent an MS Shareholder
shall have transferred any of its Shares to one or more Permitted Transferees,
shall mean such MS Shareholder and such Permitted Transferees, taken together
and any right or action that may be taken at the election of such MS
Shareholder may be taken at the election of such MS Shareholder and all such
Permitted Transferees.

ARTICLE 2
CORPORATE GOVERNANCE

2.1 Composition of the Board. (a) The Board shall initially consist
of nine directors, to be nominated to the Board as follows:

(i) one Director nominee shall be the Chairman of the Board
(initially Xxxxx X. Xxxxxxxxx);

(ii) one Director nominee shall be the Chief Executive
Officer (initially Xxxxxxx X. Xxxxxxx);

(iii) MSLEF II shall be entitled to designate (a) two
Director nominees for so long as it owns at least 25% of the
outstanding Common Stock (one of whom initially shall be Xxxxxxx X.
Xxxxxxxx) or (b) one Director nominee for so long as it owns at least
5% but less than 25% of the outstanding Shares;

(iv) MSCP shall be entitled to designate (a) two Director
nominees for so long as it owns at least 35% of the outstanding Common
Stock or (b) one Director nominee for so long as it owns at least 5%
but less than 35% of the outstanding Shares;

(v) If neither MSLEF II nor MSCP shall beneficially own at
least 5% of the outstanding Common Stock, then one of MSLEF II or MSCP
(as shall be determined by MSLEF II and MSCP in their sole discretion)
shall be entitled to designate one Director nominee for as long as the
MS Shareholders shall beneficially own, in the aggregate, at least 5%
of the outstanding Common Stock;

(vi) Citicorp shall be entitled to designate one Director
nominee for so long as it shall beneficially own at least 6.4% of the
outstanding Common Stock (on a Fully Diluted basis); and

(vii) The remaining Directors shall be nominated in the
manner provided for in the Bylaws; provided that at least two of such
Directors shall be independent Directors within the meaning of the
rules promulgated by the national securities exchange or national
market system on which the Common Stock is then listed or traded.

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At their request, each of MSLEF and MSCP shall be entitled to
designate the same number of nominees to be elected as directors ("Subsidiary
Directors") of any Subsidiary or Subsidiaries of the Company (any such
Subsidiary so long as such a designation is effect, a "Principal Subsidiary")
as shall from time to time be applicable pursuant to clauses (iii) through (v)
above. So long as Subsidiary Directors designated by MSLEF or MSCP shall
continue to serve on a Subsidiary Board pursuant to such designation, such
Subsidiary Board shall consist of nine directors, subject to adjustment from
time to time pursuant to Section 2.1(b).

If and for so long as MSLEF or MSCP shall have exercised their right
pursuant to this Section 2.1 to designate one or more Subsidiary Director
nominees, the Chairman of the Board and the Chief Executive Officer shall each
have the right to designate one Subsidiary Director nominee.

(b) The size of the Board and any Subsidiary Board may not be
decreased, but may be increased in the manner set forth in the Bylaws or in the
bylaws of such Principal Subsidiary, as applicable. In the event of any such
increase, each of MSCP and MSLEF II shall have the right to designate an
additional number of Director nominees or Subsidiary Director nominees, as
applicable, pursuant to Section 2.1(a) hereof, so that the total number of
Director nominees or Subsidiary Director nominees, as applicable, permitted to
be designated by MSCP and MSLEF II shall represent the same percentages, as
nearly as may be, of the increased Board or the increased Subsidiary Board, as
applicable as may be designated by them pursuant to Section 2.1(a) hereof in
the case of a Board or a Subsidiary Board, as applicable, consisting of nine
members.

(c) In the event that the Board is classified such that Directors
serve staggered terms, then (i) the Director nominees designated by the MS
Shareholders shall be allocated among such classes of Directors in as equal
proportions as is practicable and (ii) at any meeting of the Company's
shareholders at which Directors are elected, the MS Shareholders shall have the
right to designate nominees for election at such meeting such that the number
of nominees so designated which, together with incumbent Directors who had
previously been nominated by the MS Shareholders, does not exceed the maximum
number of nominees for Director that the MS Shareholders may designate pursuant
to Section 2.1(a) or (b) hereof, as applicable.

(d) Each Shareholder then entitled to vote for the election of
Directors agrees (i) to vote at any special or annual meeting of the
shareholders of the Company at which Directors are to be elected or (ii) to
execute a written consent, as the case may be, so as to ensure that the Board
consists of the Director nominees designated in accordance with this Section
2.1. The Company agrees to vote, or execute a written consent, as applicable,
so as to ensure that each Subsidiary Board includes the Subsidiary Director
nominees designated in accordance with this Section 2.1.

(e) The Shareholders shall take all actions necessary so that,
notwithstanding any other provision of this Agreement, at no time persons who
are nominees of the MS Shareholders shall constitute more than one-half of the
Directors. The Company shall take all actions necessary so that,
notwithstanding any other provision of this Agreement, at no time persons who
are

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nominees of the MS Shareholders shall constitute more than one-half of the
directors of any Principal Subsidiary.

2.2 Removal. Each Shareholder agrees that, if, at any time, it is
then entitled to vote for the removal of Directors, it (a) will not vote any of
its Shares in favor of the removal of any Director who shall have been
designated or nominated pursuant to Section 2.1 unless such removal shall be
for Cause or the Persons entitled to designate or nominate such Director shall
have consented to such removal in writing and (b) will, upon the written
request of an Person entitled to designate a Director pursuant to Section 2.1
hereof, take such action by vote or consent as may be necessary to remove or
replace such Director. The Company (i) will not vote any of its shares of the
capital stock of any Principal Subsidiary in favor of the removal of any
Subsidiary Director who shall have been designated or nominated pursuant to
Section 2.1 unless such removal shall be for Cause or the MS Shareholder
entitled to designate or nominate such Subsidiary Director shall have consented
to such removal in writing and (ii) will, upon the written request of the MS
Shareholder entitled to designate a Subsidiary Director pursuant to Section 2.1
hereof, take such action by vote or consent as may be necessary to remove or
replace such Subsidiary Director. Removal for "Cause" shall mean removal of a
Director or a Subsidiary Director, as applicable, because of such Director's or
Subsidiary Director's, as applicable, (v) willful and continued failure to
substantially perform his duties with the Company or Principal Subsidiary, as
applicable, in his position as a director, (w) willful conduct which is
significantly injurious to the Company and its Subsidiaries taken as a whole,
monetarily or otherwise, (x) conviction for, or guilty plea to, a felony or a
crime involving moral turpitude, (y) abuse of illegal drugs or other controlled
substances or habitual intoxication, or (z) willful breach of this Agreement.
Upon the written request of any Person entitled to designate a Director nominee
pursuant to Section 2.1 hereof, each Shareholder shall vote, or execute a
written consent, to remove or replace such Director. Upon the written request
of any MS Shareholder entitled to designate a Subsidiary Director nominee
pursuant to Section 2.1 hereof, the Company shall vote, or execute a written
consent, to remove or replace such Subsidiary Director nominee.

2.3 Vacancies. (a) If, as a result of death, disability,
retirement, resignation, removal (with or without Cause) or otherwise, there
shall exist or occur any vacancy of the Board or a Subsidiary Board:

(i) the Person entitled to designate the nomination of such
Director or Subsidiary Director, as applicable, whose death,
disability, retirement, resignation or removal resulted in such
vacancy may designate another individual nominee (the "Nominee") to be
appointed by the Board or such Subsidiary Board, as applicable, to
fill such capacity and serve as a Director or Subsidiary Director, as
applicable;

(ii) in the case of a vacancy on the Board, each Shareholder
then entitled to vote for the election of the Nominee as a Director
agrees that it will vote its shares, or execute a written consent, as
the case may be, in order to ensure that the Nominee be elected to the
Board; and

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14

(iii) in the case of a vacancy on a Subsidiary Board, the
Company agrees that it will vote, or execute a written consent in
respect of, its shares of the capital stock of such Principal
Subsidiary in order to ensure that the Nominee be elected to such
Subsidiary Board.

(b) Any vacancy on the Board or any Subsidiary Board resulting from
the termination of the right of a Shareholder to designate a Director nominee
or Subsidiary Director nominee, as applicable, pursuant to Section 2.1 hereof
shall be filled in the manner set forth in the Bylaws or the bylaws of the
applicable Principal Subsidiary.

2.4 Meeting . The Board and any Subsidiary Board shall hold a
regularly scheduled meeting at least once every calendar quarter.

2.5 Action by Board. (a) A quorum of the Board or any Subsidiary
Board shall consist of a majority of the Directors or the Subsidiary Directors,
as applicable. All actions of the Board and any Subsidiary Board shall require
the affirmative vote of at least a majority of the Directors or the Subsidiary
Directors, as applicable, at a duly convened meeting of the Board or such
Subsidiary Board, as applicable, at which a quorum is present or the unanimous
written consent of the Board or such Subsidiary Board, as applicable; provided
that, in the event there is a vacancy on the Board or such Subsidiary Board, as
applicable and an individual has been nominated to fill such vacancy, the first
order of business shall be to fill such vacancy.

(b) The Chief Executive Officer shall submit to the Board, and obtain
its approval of, prior to the start of each fiscal year of the Company, a
business plan (the "Business Plan") setting forth the annual budget and
operating plan of the Company and its Subsidiaries for such fiscal year. The
Board shall receive monthly, quarterly and annual financial statements and
other appropriate reports concerning operations of the Company and its
Subsidiaries and other matters submitted to the Board.

(c) So long as the MS Shareholders shall beneficially own, in the
aggregate, shares of Common Stock representing at least 10% of the
then-outstanding shares of Common Stock, the Board and each Subsidiary Board
shall appoint to each committee of the Board or such Subsidiary Board, as
applicable, one Director or Subsidiary Director, as applicable, who has been
designated for service on such committee by the MS Shareholders. Each such
committee of the Board or such Subsidiary Board, as applicable, shall be
comprised of at least two Directors or Subsidiary Directors, as applicable,
except that the audit committee of the Board shall be comprised of at least
three Directors.

(d) So long as the MS Shareholders shall hold, in the aggregate,
shares of Common Stock representing at least 25% of the Common Stock then
outstanding on a Fully Diluted basis, the Company shall not, and shall cause
its Subsidiaries not to:

(i) take any Significant Action or any other action that
would constitute or result in the creation of any obligation
(contingent or otherwise) on the part of the Company

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with respect to a Significant Action without the prior written
approval of such Significant Action or other action by the Board and
the MS Shareholders, or

(ii) appoint a new Chief Executive Officer or a new chief
financial officer of the Company, without the prior approval of Board,
which approval shall reflect the affirmative vote of at least one of
the directors designated by the MSLEF or MSCAP pursuant to Section 2.1
hereof.

2.6 Conflicting Charter or Bylaw Provisions. Each Shareholder
shall vote its Shares, and shall take all other actions necessary, to ensure
that the Company's Certificate of Incorporation and Bylaws facilitate and do
not at any time conflict with any provision of this Agreement.

ARTICLE 3
RESTRICTIONS ON TRANSFER

3.1 General. (a) Except as otherwise provided in Section 3.1(c) or
(d) below, no Minority Shareholder will before December 31, 1998, directly or
indirectly, offer, sell, assign, transfer, grant a participation in, pledge or
otherwise dispose of ("transfer") any Shares (or solicit any offers to buy or
otherwise acquire, or to take a pledge of any Shares), except as permitted by
Sections 3.3, 4.2 or 5.2(a) of this Agreement and in compliance with the
Securities Act.

(b) Thereafter, and subject to Section 3.1(c), the Minority
Shareholders may transfer Shares (i) in compliance with the Securities Act and
as permitted by Section 3.3 or 4.2 of this Agreement, (ii) in an Underwritten
Offering pursuant to Section 5.1 or 5.2, or in an open market sale pursuant to
Rule 144(f) or (iii) in the case of Xxxxxxxx or Citicorp, in a private
transaction for cash subject to Section 4.1; provided that no transfer may be
made to an Adverse Person or to any Person that, together with its Affiliates,
would beneficially own in excess of 10% of the outstanding Common Stock as a
result of such transfer.

(c) Notwithstanding anything herein to the contrary, the aggregate
number of shares of Common Stock transferred by Xxxxxxxxx during any calendar
year pursuant to Section 3.1(a) or 3.1(b) may not exceed the greater of (i) the
Allotment applicable to such calendar year and (ii) the number of shares of
Common Stock owned by Xxxxxxxxx that, when added to the aggregate number of
shares of Common Stock previously transferred by Xxxxxxxxx to other Persons,
would cause the Xxxxxxxxx Percentage to equal the MS Percentage. The
provisions of this Section 3.1(c) will terminate on the earlier to occur of (i)
January 1, 2001, (ii) the date on which the MS Shareholders cease to own at
least 5% of the outstanding shares of Common Stock (calculated on a Fully
Diluted basis) or (iii) the termination of Xxxxx X. Xxxxxxxxx'x employment by
the Company by reason of the Disability (as defined in the employment agreement
between Xxxxx X. Xxxxxxxxx and the Company as in effect from time to time) or
death of Xxxxx X. Xxxxxxxxx.

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16

(d) Notwithstanding anything herein to the contrary, the aggregate
number of shares of Common Stock transferred by Xxxxxxx during any fiscal year
pursuant to Section 3.1(b) (other than shares of Common Stock (i) transferred
to Permitted Transferees of Xxxxxxx or (ii) that are transferred to the extent
that all of the proceeds of such transfer are used to purchase shares of Common
Stock upon the exercise of stock options granted to Xxxxxxx) may not exceed the
Xxxxxxx Allotment for such fiscal year. The provisions of this Section 3.1(d)
shall terminate on the earliest to occur of (i) the date prior to the third
anniversary of the IPO Closing Date on which the MS Shareholders cease to own
at least 5% of the outstanding shares of Common Stock (calculated on a Fully
Diluted basis), (ii) the date on or after the third anniversary of the IPO
Closing Date on which the MS Shareholders cease to own at least 10% of the
outstanding shares of Common Stock (calculated on a Fully Diluted basis), (iii)
the second anniversary of (x) the termination of employment of Xxxxxxx X.
Xxxxxxx by the Company for Cause or (y) his resignation other than for Good
Reason (each, as defined in the Employment Agreement between Xxxxxxx X. Xxxxxxx
and the Company), (iv) the first anniversary of (x) the termination of
employment of Xxxxxxx X. Xxxxxxx by the Company other than for Cause or (y) his
resignation for Good Reason, (v) the Disability of Xxxxxxx X. Xxxxxxx (as
defined in the Employment Agreement between Xxxxxxx X. Xxxxxxx and the Company)
or the death of Xxxxxxx X. Xxxxxxx or (vi) the first day of the Company's 2003
fiscal year.

(e) Notwithstanding anything herein to the contrary [(other than
clause (ii) of the definition of "Permitted Transferee"], and except as may be
permitted on a case-by-case basis by the compensation (or equivalent) committee
of the Board in its absolute discretion, no individual (other than Xxxxx X.
Xxxxxxxxx or Xxxxxxx X. Xxxxxxx) who is, or on the date of his acquisition of
shares of Old Stock was, an officer or employee of the Company may transfer any
of his Shares before the second anniversary of this Agreement.

(f) Notwithstanding anything herein to the contrary, but subject to
the approval of managing underwriters of the IPO and of the Company in their
discretion, Xxxxxxxx may sell up to 50% of his Shares in the IPO. This Section
3.1(f) shall be effective from and after the date of this Agreement.

3.2 Legend on Share Certificates. (a) In addition to any other
legend that may be required, each certificate for Shares that is issued to any
Shareholder shall bear a legend in substantially the following form:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY
IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET
FORTH IN THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED
AS OF SEPTEMBER __, 1997, COPIES OF WHICH MAY BE OBTAINED UPON
REQUEST FROM AMERICAN ITALIAN PASTA COMPANY OR ANY SUCCESSOR
THERETO."

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17

(b) If any shares of Common Stock shall cease to be Registrable
Stock, the Company shall, upon the written request of the holder thereof, issue
to such holder a new certificate evidencing such shares without the first
sentence of the legend required by Section 3.2(a) endorsed thereon. If any
shares of Common Stock cease to be subject to any restrictions on transfer set
forth in this Agreement, the Company shall, upon the written request of the
holder thereof, issue to such holder a new certificate evidencing such shares
without the second sentence of the legend required by Section 3.2(a) endorsed
thereon.

3.3 Permitted Transferees. Notwithstanding anything in this
Agreement to the contrary, any Shareholder may at any time transfer any or all
of its Shares to any one or more of its Permitted Transferees without the
consent of the Board or any other Shareholder or group of Shareholders (except
as provided in clause (v) of the definition of "Permitted Transferee") so long
as (a) such Permitted Transferee shall have agreed in writing to be bound by
the terms of this Agreement and (b) the transfer to such Permitted Transferee
is not in violation of the applicable federal or state or foreign securities
laws; provided, however, any transferee of Shares approved by the Board, in its
sole discretion, shall be deemed a "Permitted Transferee" for all purposes of
this Agreement.

ARTICLE 4
RIGHTS OF FIRST REFUSAL;
RIGHTS TO PARTICIPATE IN A SALE

4.1 Right of First Refusal. (a) If any Existing Shareholder
receives from or otherwise negotiates with a Third Party in a private
transaction a bona fide offer to purchase any or all of the Shares beneficially
owned by such Existing Shareholder for cash (a "Section 4.1 Offer") and such
Shareholder intends to pursue a transfer of such Shares to such Third Party,
such Shareholder shall provide the Company written notice of such Section 4.1
Offer (a "Section 4.1 Offer Notice"). The Section 4.1 Offer Notice shall
identify the Third Party making the Section 4.1 Offer, the number and class (or
classes) of Shares subject to the Offer, the cash price per share of Shares at
which a sale is proposed to be made (the "Section 4.1 Offer Price") and all
other material terms and conditions of the Section 4.1 Offer. Each Existing
Shareholder agrees that it will not enter into any discussions or negotiations
with any Third Party concerning a transaction that might constitute or result
in a Section 4.1 Offer, except (i) with the prior written consent of the Board,
following a Board determination that such Third Party is not an Adverse Person,
and (ii) in full compliance with Sections 3.1 and 6.1.

(b) The receipt of a Section 4.1 Offer Notice by the Company from an
Existing Shareholder shall constitute an offer by such Existing Shareholder to
sell to the Company for cash the Shares subject to the Section 4.1 Offer at the
Section 4.1 Offer Price. Such offer shall be irrevocable for [30] days after
receipt of such Section 4.1 Offer Notice by the Company. During such [30]-day
period, the Company shall have the right to accept such offer as to all [(but
not less than all)] of such Shares by giving a written notice of acceptance to
the Existing Shareholder prior to the expiration of such [30]-day period.

-16-
18

(c) The Company shall purchase and pay for all Shares it accepts
within a 60-day period of its acceptance of the offer; provided that if the
purchase and sale of such Shares is subject to any prior regulatory approval,
the time period during which such purchase and sale of accepted Shares must be
consummated shall be extended until the expiration of five Business Days after
all such approvals shall have been received.

(d) Upon the full or partial rejection or deemed rejection of the
Section 4.1 Offer by the Company or the failure to obtain any consent required
of the Company for the purchase of the Shares subject thereto within 120 days
after receipt of such Section 4.1 Offer Notice by the Company, there shall
commence a 30-day period during which the Existing Shareholder shall have the
right to enter into an agreement with the Third Party making the Section 4.1
Offer for the sale of any or all of the Shares subject to the Section 4.1 Offer
at a price in cash not less than the price indicated in the Section 4.1 Offer;
provided that such Third Party shall have agreed in writing to be bound by the
terms of this Agreement and the transfer to such Third Party is not in
violation of applicable federal or state or foreign securities laws. The
Existing Shareholder shall have 60 days from the execution of such agreement to
consummate the sale; provided that if the purchase and sale of such Shares is
subject to any prior regulatory approval, the time period during which such
purchase and sale may be consummated shall be extended until the expiration of
five Business Days after all such approvals shall have been received; provided,
further, that such time period shall not exceed 120 days without the consent of
the Company. If the Existing Shareholder does not consummate the sale of any
Shares subject to the Section 4.1 Offer in accordance with the foregoing time
limitations, the Existing Shareholder may not sell such Shares during the 12-
month period immediately following the expiration of the foregoing time
limitations and thereafter may not sell any Shares without repeating the
foregoing procedures.

(e) Notwithstanding anything in this Section to the contrary, the
provisions of this Section will not be applicable to transfers made pursuant to
and in compliance with Sections 3.3 or 4.2.

4.2 Right to Participate in a Sale. (a) If at any time after the
MS Shareholders have sold (other than to their respective Permitted
Transferees), in one or more transactions, an aggregate of 25% of the shares of
Common Stock beneficially owned by them on the date hereof (taking into account
any stock dividend, stock split or reverse stock split), the MS Shareholders
propose to transfer any of their respective Shares to a Third Party other than
in an Underwritten Offering or an open market sale pursuant to Rule 144 (a
"Section 4.2 Sale"), the MS Shareholders shall provide written notice of such
proposed Section 4.2 Sale to the Minority Shareholders ("Section 4.2 Notice").
The Section 4.2 Notice shall identify the number and class (or classes) of
Shares subject to the Section 4.2 Sale (the "Number of Shares"), the per Share
consideration for which a sale is proposed to be made (the "Section 4.2 Sale
Price) and all other material terms and conditions of the proposed Section 4.2
Sale. Each Minority Shareholder shall, as to Shares beneficially owned by it,
have the right and option, exercisable as set forth below, to participate in
the Section 4.2 Sale for up to the number of Shares as constitutes its Section
4.2 Pro Rata Portion of the Number of Shares, and the amount of Shares to be
sold by the MS Shareholders in the Section 4.2 Sale shall be reduced to the
extent the Minority

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Shareholders elect to participate. "Section 4.2 Pro Rata Portion" means, with
respect to each Minority Shareholder at the time of the Section 4.2 Sale, the
proportion (expressed as a percentage) that its beneficial ownership of Shares
bears to all outstanding Shares at such time. Each Minority Shareholder that
desires to exercise such option shall, within five Business Days after the date
the Section 4.2 Notice is given (the Section 4.2 Notice Period"), deliver to
the MS Shareholders (i) written irrevocable notice of such exercise, (ii) the
certificate or certificates representing the Shares to be sold or otherwise
disposed of pursuant to such sale by such Minority Shareholder, and (iii) a
limited power-of-attorney authorizing the MS Shareholders to sell or otherwise
dispose of such Shares pursuant to the terms of the Section 4.2 Sale. Delivery
to the MS Shareholders of such notice, certificate or certificates, and the
limited power-of-attorney shall constitute an irrevocable acceptance of the
Section 4.2 Sale by the Minority Shareholder. Such Minority Shareholder shall
simultaneously provide a copy of such notice to the Company and the other
Minority Shareholders.

(b) The per share consideration to be paid to the MS
Shareholders and each Minority Shareholder participating in the Section 4.2
Sale shall be the Section 4.2 Sale Price, as reduced by the per share amount of
expenses reasonably incurred by the MS Shareholders in connection with the
Section 4.2 Sale.

(c) Promptly after the consummation of the sale or other
disposition of the Shares of the MS Shareholders and the Minority Shareholders
pursuant to the Section 4.2 Sale, the MS Shareholders shall notify the Minority
Shareholders thereof, shall remit to each of the Minority Shareholders the
total consideration for the Shares of such Minority Shareholder sold or
otherwise disposed of pursuant thereto as computed pursuant to Section 4.2(b)
hereof, and shall furnish such other evidence of the completion and time of
completion of such sale or other disposition and the terms and expenses thereof
as may be reasonably requested by the Minority Shareholders.

(d) If at the termination of the Section 4.2 Notice
Period any Minority Shareholder shall not have elected to participate in the
Section 4.2 Sale, such Minority Shareholder will be deemed to have waived any
of and all of its rights under this Section 4.2 with respect to the sale or
other disposition of its Shares pursuant to such Section 4.2 Sale. The MS
Shareholders shall have 90 days in which to sell the applicable Shares at a
price not higher than that contained in the Section 4.2 Notice and on terms not
more favorable to the MS Shareholders than were contained in the Section 4.2
Notice; provided that if such Section 4.2 Sale is subject to any prior
regulatory approval, the time period during which such Section 4.2 Sale may be
consummated shall be extended until the expiration of five Business Days after
all such approvals shall have been received. Promptly after any sale pursuant
to this Section 4.2, the MS Shareholders shall notify the Company of the
consummation thereof and shall furnish such evidence of the completion thereof
(including time of completion) of such sale and of the terms thereof as the
Company may request. If, at the end of such 90-day period, the MS Shareholders
have not completed the sale of all such Shares, the MS Shareholders shall
return to such Minority Shareholders all certificates representing the Shares
which such Minority Shareholders delivered for sale or other disposition
pursuant to this Section 4.2, and all the

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20

restrictions on sale or other disposition contained in this Agreement with
respect to Shares beneficially owned by the Minority Shareholders shall again
be in effect.

(e) Notwithstanding anything contained in this Section
4.2, there shall be no liability on the part of the MS Shareholders to any
Minority Shareholder if the sale of Shares pursuant to this Section 4.2 is not
consummated for whatever reason. Any decision as to whether to sell Shares
shall be at the MS Shareholders' sole and absolute discretion.

4.3 Improper Transfer. Any attempt to sell, assign,
transfer, grant a participation in, pledge or otherwise dispose of any Shares
not in compliance with this Agreement shall be null and void and neither the
Company nor any transfer agent shall give any effect in the Company's stock
records to such attempted sale, assignment, transfer, grant of a participation
in, pledge or other disposition.

ARTICLE 5
REGISTRATION RIGHTS

5.1 Demand Registration. (a) At any time after December
31, 1998, upon the written request of Minority Shareholders owning not less
than 60% of the Registrable Stock then owned by the Minority Shareholders to
the effect that the Company effect the registration under the Securities Act of
such Registrable Stock, and specifying the intended method of disposition
thereof, the Company will promptly give written notice of such requested
registration to all other Shareholders, and thereupon will use all commercially
reasonable efforts to effect, as expeditiously as possible, the registration
under the Securities Act of:

(i) the Registrable Stock which the Company has been
so requested to register by the Minority Selling Shareholders,
and

(ii) all other Registrable Stock which the Company
has been requested to register by any other Shareholder by
written request received by the Company within 10 Business
Days after the giving of such written notice by the Company
(which request shall specify the intended method of
disposition of such Registrable Stock),

all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Stock so to be
registered; provided that

(x) the Company shall not be obligated to file a
registration statement relating to a registration request
under this Section 5.1(a): (A) within a period of six months
after the effective date of any other registration statement
filed pursuant to Section 5.1(a) or (b) hereof, or in
connection with an acquisition by the Company of another
company (or the financing thereof) and (B) unless the
aggregate fair market value of the Registrable Stock which the
Company has been so requested to register by the Selling
Shareholders constitutes, as of the date of

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21

the Company's receipt of the last of such timely requests, at
least [$25] million (based on the closing price of the Class A
Common Stock on such date);

(y) with respect to any registration statement
filed, or to be filed, pursuant to this Section 5.1(a), if the
Company shall furnish to the Selling Shareholders a certified
resolution of the Board stating that in the Board's good faith
judgment it would (because of the existence of, or in
anticipation of, any acquisition or financing activity, or the
unavailability for reasons beyond the Company's control of any
required financial statements, or any other event or condition
of similar significance to the Company) be significantly
disadvantageous (a "Disadvantageous Condition") to the Company
or its shareholders for such a registration statement to be
maintained effective, or to be filed and become effective, and
setting forth the general reasons for such judgment, the
Company shall be entitled to cause the Selling Shareholders to
discontinue the use of such registration statement or, in the
event no registration statement has yet been filed, shall be
entitled not to file any such registration statement, until
such Disadvantageous Condition no longer exists (notice of
which the Company shall promptly deliver to the Selling
Shareholders) and upon receipt of any such notice of a
Disadvantageous Condition such Selling Shareholders will
forthwith discontinue use of the prospectus contained in such
registration statement and, if so directed by the Company,
each such Selling Shareholder will deliver to the Company all
copies, other than permanent file copies then in such Selling
Shareholder's possession, of the prospectus then covering such
Registrable Stock current at the time of receipt of such
notice, and, in the event no registration statement has yet
been filed, all drafts of the prospectus covering such
Registrable Stock; provided, however, that the Company shall
not be entitled to invoke a Disadvantageous Condition pursuant
to this Section 5.1(a) more than twice during any calendar
year; the duration of any single Disadvantageous Condition
shall not exceed 90 days; the aggregate duration of all such
Disadvantageous Conditions shall not exceed 180 days during
any calendar year; and at least 90 days shall elapse between
the termination of a Disadvantageous Condition and the
invocation of a subsequent Disadvantageous Condition by the
Company; and

(z) subject to Section 5.1(g) hereof, the Company
shall not be obligated to effect more than one registration
pursuant to this Section 5.1(a).

Promptly after the expiration of the 10-Business Day period referred to in
Section 5.1(a)(ii) hereof, the Company will notify all the Selling Shareholders
to be included in the registration of the other Selling Shareholders and the
number of shares of Registrable Stock requested to be included therein. The
Minority Selling Shareholders owning a majority of the Registrable Stock
requested to be registered by all Minority Selling Shareholders pursuant to
this Section 5.1(a) may, at any time (A) prior to the filing the registration
statement relating to such registration, or (B) after filing but prior to the
effective date of such registration statement, revoke such request, without
liability to the Company or any of the other Selling Shareholders, by providing
a written notice to the Company revoking such request, provided that the
Company shall be

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22

deemed to have satisfied its obligations in respect of one registration for
purposes of clause (z) above. In the event that the Company shall give any
notice of the withdrawal of a registration statement contemplated by clause (y)
above, the Company shall at such time as it in good xxxxx xxxxx appropriate
file a new registration statement covering the Registrable Stock that was
covered by such withdrawn registration statement, and such registration
statement shall be maintained effective for such time as may be necessary so
that the period of effectiveness of such new registration statement, when
aggregated with the period during which such initial registration statement was
effective, shall be such time as may be otherwise required by Section 5.1(d) or
5.5 of this Agreement. Notwithstanding anything contained in this Agreement to
the contrary, nothing herein shall be construed as requiring the Company to
register any of its securities other than Common Stock.

(b) At any time following the IPO Closing Date
(subject to any restrictions imposed by any underwriting agreement executed in
connection therewith), upon the written request of MS Shareholders owning not
less than 60% of the Registrable Stock then owned by the MS Shareholders to the
effect that the Company effect the registration under the Securities Act of
such Registrable Stock, and specifying the intended method of disposition
thereof, the Company will promptly give written notice of such requested
registration to all other Shareholders, and thereupon will use all commercially
reasonable efforts to effect, as expeditiously as possible, the registration
under the Securities Act of:

(i) the Registrable Stock which the Company has
been so requested to register by the MS Selling Shareholders;
and

all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Stock so to be
registered; provided that

(x) the Company shall not be obligated to file a
registration statement relating to a registration request
under this Section 5.1(b): (A) within a period of six months
after the effective date of any other registration statement
filed pursuant to Section 5.1(a) or (b) hereof and (B) unless
the Registrable Stock which the Company has been so requested
to register by the MS Selling Shareholders constitutes at such
time at least 15% (on a Fully Diluted basis) of the
Registrable Stock owned by all of the MS Shareholders;

(y) with respect to any registration statement
filed, or to be filed, pursuant to this Section 5.1(b), if the
Company shall furnish to the MS Selling Shareholders a
certified resolution of the Board stating that in the Board's
good faith judgment it would result in a Disadvantageous
Condition to the Company or

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23

its shareholders for such a registration statement to be
maintained effective, or to be filed and become effective, and
setting forth the general reasons for such judgment, the
Company shall be entitled to cause the Selling Shareholders to
discontinue the use of such registration statement, or, in the
event no registration statement has yet been filed, shall be
entitled not to file any such registration statement, until
such Disadvantageous Condition no longer exists (notice of
which the Company shall promptly deliver to the Selling
Shareholders) and upon receipt of any such notice of a
Disadvantageous Condition such Selling Shareholders will
forthwith discontinue use of the prospectus contained in such
registration statement and, if so directed by the Company,
each such Selling Shareholder will deliver to the Company all
copies, other than permanent file copies then in such Selling
Shareholder's possession, of the prospectus then covering such
Registrable Stock current at the time of receipt of such
notice, and, in the event no registration statement has yet
been filed, all drafts of the prospectus covering such
Registrable Stock; provided, however, that the Company shall
not be entitled to invoke declare a Disadvantageous Condition
pursuant to this Section 5.1(b) more than twice during any
calendar year; the duration of any single Disadvantageous
Condition shall not exceed 90 days; the aggregate duration of
all such Disadvantageous Conditions shall not exceed 180 days
during any calendar year; and at least 90 days shall elapse
between the termination of a Disadvantageous Condition and the
invocation of a subsequent Disadvantageous Condition by the
Company; and

(z) subject to Section 5.1(h) hereof, the Company
shall not be obligated to effect more than three registrations
pursuant to this Section 5.1(b) and shall not be obliged to
effect more than one of such three registrations prior to the
first anniversary of the IPO Closing Date.

Promptly after the expiration of the 10-Business Day period referred to in
Section 5.1(b)(ii) hereof, the Company will notify all the Selling Shareholders
to be included in the registration of the other Selling Shareholders and the
number of shares of Registrable Stock requested to be included therein. The MS
Selling Shareholders owning a majority of the Registrable Stock requested to be
registered by all MS Selling Shareholders pursuant to this Section 5.1(b) may,
at any time prior to the filing of, or after the filing but prior to the
effective date of, the registration statement relating to such registration,
revoke such request, without liability to the Company or any of the other
Selling Shareholders, by providing a written notice to the Company revoking
such request, but the Company shall be deemed to have satisfied its obligations
in respect of one registration for purposes of clause (z) above. In the event
that the Company shall give any notice of the withdrawal of a registration
statement contemplated by clause (y) above, the Company shall at such time as
it in good xxxxx xxxxx appropriate file a new registration statement covering
the Registrable Stock that was covered by such withdrawn registration
statement, and such registration statement shall be maintained effective for
such time as may be necessary so that the period of effectiveness of such new
registration statement, when aggregated with the period during which such
initial registration statement was effective, shall be such time as may be
otherwise required by Section 5.1(d) or 5.5 of this Agreement. Notwithstanding

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anything contained in this Agreement to the contrary, nothing herein shall be
construed as requiring the Company to register any of its securities other than
Common Stock.

(c) The Company will pay all Registration Expenses
in connection with any registration which is requested pursuant to this Section
5.1.

(d) A registration requested pursuant to this
Section 5.1 shall not be deemed to have been effected unless the registration
statement relating thereto (i) has become effective under the Securities Act
and (ii) has remained effective for a period of at least 90 days (if declared
effective before the first anniversary of the IPO Closing Date), 180 days (if
declared effective on or after such first anniversary), or such shorter period
in which all Registrable Stock of the Selling Shareholders and their respective
Permitted Transferees included in such registration have actually been sold
thereunder; provided that if any effective registration statement requested
pursuant to this Section 5.1 is discontinued in connection with a
Disadvantageous Condition, such registration statement shall not be counted as
a registration requested for purposes of Section 5.1 hereof; and provided,
further, that if after any registration statement requested pursuant to this
Section 5.1 becomes effective both (i) such registration statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court solely due to the actions or
omissions to act of the Company and (ii) less than 75% of the Registrable Stock
included in such registration has been sold thereunder, such shall not be
counted as a registration requested pursuant to Section 5.1 hereof.

(e) If any requested registration pursuant to this
Section 5.1 is in the form of an Underwritten Offering, the Selling
Shareholders owning a majority of the Registrable Stock included in such
registration shall have the right to select the managing underwriter or
underwriters of such Underwritten Offering; provided that (i) any such managing
underwriter may be an Affiliate of a Shareholder and (ii) such managing
underwriter or underwriters shall be reasonably acceptable to the Company. The
Company may require the offering pursuant to any registration requested
pursuant to Section 5.1 to be in the form of an Underwritten Offering. In that
event, all Registrable Stock to be registered in such registration shall be
registered for sale only in such Underwritten Offering.

(f) If the managing underwriter of an Underwritten
Offering requested pursuant to Section 5.1(a) or (b) shall advise the Company
that, in its view, the number of shares of Common Stock requested to be
included in such registration (including shares requested to be included
pursuant to clause (i) or (ii) of Section 5.1(a) or (b) and shares which the
Company requests to be included which are not Registrable Stock) exceeds the
largest number of shares of Common Stock which can be sold without having an
adverse effect on such Underwritten Offering, including the price at which such
shares can be sold (the "Maximum Offering Size"), the Company will include in
such registration, in the priority listed below, up to the Maximum Offering
Size:

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25

(i) first, all Registrable Stock requested to be
included in such registration pursuant to Section 5.1, pro
rata among the Selling Shareholders requesting such inclusion
on the basis of the relative number of Shares owned by them,
and

(ii) second, any Common Stock proposed to be
registered by the Company for its own account, and

(iii) third, any other Common Stock.

(g) If Registrable Stock representing at least [50%]
of the number of Shares requested to be registered by the Minority Selling
Shareholders is not included in any registration requested pursuant to Section
5.1(a) (other than by reason of a cancellation of such request), then the
Minority Selling Shareholders may request that the Company effect an additional
registration under the Securities Act of all or part of the Minority Selling
Shareholders' Registrable Stock in accordance with the provisions of this
Section 5.1 and the Company shall pay the Registration Expenses in connection
with such additional registration.

(h) If Registrable Stock representing at least 50%
of the number of Shares requested to be registered by the MS Selling
Shareholders is not included in any registration requested pursuant to Section
5.1(b) (other than by reason of a cancellation of such request), then the MS
Selling Shareholders may request that the Company effect an additional
registration under the Securities Act of all or part of the MS Selling
Shareholders' Registrable Stock in accordance with the provisions of this
Section 5.1 and the Company shall pay the Registration Expenses in connection
with such additional registration.

5.2 Incidental Registration. (a) If the Company proposes
to register any of its Common Stock under the Securities Act (other than a
registration (A) on Form S-8 or S-4 or any successor or similar forms, (B)
relating to Common Stock issuable upon exercise of employee or director stock
options or in connection with any employee or director benefit or similar plan
of the Company, (C) in connection with a direct or indirect acquisition by the
Company of another company or the financing of such acquisition, or (D)
pursuant to Section 5.1 hereof), whether or not for sale for its own account,
in a manner which would permit registration of Registrable Stock for sale to
the public under the Securities Act it will each such time, subject to the
provisions of Section 5.2(b) hereof, give prompt written notice to the
Shareholders of its intention to do so and of such Shareholders' rights under
this Section 5.2, at least 20 days prior to the anticipated filing date of the
registration statement relating to such registration. Any such notice shall
offer each Shareholder the opportunity to include in such registration
statement such number of shares of Registrable Stock as each such Shareholder
may request (an "Incidental Registration"). Upon the written request of any
such Shareholder made within ten days after the receipt of notice from the
Company (which request shall specify the number of shares of Registrable Stock
intended to be disposed of by such Shareholder), the Company will use all
commercially reasonable efforts to effect the registration under the Securities
Act of all Registrable Stock which the Company has been so requested to
register by the Shareholders, to the extent requisite to permit the disposition
of the Registrable Stock so to be registered; provided that (i) if such
registration involves an Underwritten Offering, all

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Shareholders requesting to be included in the Company's registration must sell
their Registrable Stock to the underwriters selected by the Company on the same
terms and conditions as apply to the Company and (ii) if, at any time after
giving written notice of its intention to register any stock pursuant to this
Section 5.2(a) and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any
reason not to register such stock, the Company shall give written notice to all
Shareholders and, thereupon, shall be relieved of its obligation to register
any Registrable Stock in connection with such registration (without prejudice,
however, to rights of Shareholders under Section 5.1 hereof). No registration
effected under this Section 5.2 shall relieve the Company of its obligations to
effect a registration upon request to the extent required by Section 5.1
hereof. The Company will pay all Registration Expenses in connection with each
registration of Registrable Stock requested pursuant to this Section 5.2.

(b) If a registration pursuant to this Section 5.2
involves an Underwritten Offering and the managing underwriter advises the
Company that, in its view, the number of shares of Common Stock which the
Company, the Shareholders and any other Persons intend to include in such
registration exceeds the Maximum Offering Size, the Company will include in
such registration, in the following priority, up to the Maximum Offering Size:

(i) first, if the registration was initiated by the
Company for the sale of Common Stock for its own account, any
such Common Stock,

(ii) second, all (x) Registrable Stock requested to
be included in such registration by any Shareholders that have
rights pursuant to Section 5.2 hereof and (y) all Common Stock
requested to be included in such registration by any other
shareholders that hold demand registration rights, pro rata
among such Shareholders and other shareholders on the basis of
the relative number of shares of Registrable Stock or Common
Stock, respectively, owned by them,

(iii) third, all Common Stock held by other
shareholders of the Company who exercise "piggyback"
registration rights in connection with such registration, pro
rata among such shareholders on the basis of the relative
number of shares of Common Stock owned by them, and

(iv) fourth, any other Common Stock.

5.3 Holdback Agreements. Upon the request of the
underwriters of any Underwritten Offering, each Shareholder agrees not to
effect any public sale or distribution, including any sale pursuant to Rule
144, or any successor provision, under the Securities Act, of any Registrable
Stock, and not to effect any such public sale or distribution of any other
Common Stock of the Company or of any security convertible into or exchangeable
or exercisable for any Common Stock of the Company (in each case, other than as
part of such Underwritten Offering) during the seven-day period prior to, and
during the 180-day period which begins on, the effective date of such
registration statement (except as part of such registration), provided that
this Section 5.3 shall not be applicable to any Shareholder until two

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27

Business Days after such Shareholder has received written notice of the
anticipated or actual beginning of the seven-day period referred to above.

(b) The Company agrees, if so requested by the managing
underwriters of an Underwritten Offering of Registrable Stock pursuant to
Section 5.1, not to effect any public sale or distribution of any Common Stock
or securities convertible into or exchangeable or exercisable for Common Stock
during the seven-day period prior to and the 180-day period after the effective
date of any registration statement with respect to such Underwritten Offering,
except as part of such Underwritten Offering or except in connection with any
dividend reinvestment, stock option, stock purchase or other benefit plan, or
an acquisition, merger or exchange offer (or the financing thereof).

5.4 Registration Procedures--General. Whenever
Shareholders request that any Registrable Stock be registered pursuant to
Section 5.1 or 5.2 hereof, the Company will do each of the following:

(a) The Company will, if requested, prior to filing
a registration statement or prospectus or any amendment or supplement thereto,
furnish to each Selling Shareholder and each underwriter, if any, of the
Registrable Stock covered by such registration statement copies of such
registration statement as proposed to be filed, and thereafter the Company will
furnish to such Selling Shareholder and underwriter, if any, such number of
copies of such registration statement, each amendment and supplement thereto
(in each case including all exhibits thereto and documents incorporated by
reference in this Agreement), the prospectus included in such registration
statement (including each preliminary prospectus) and such other documents as
such Selling Shareholder or underwriter may reasonably request in order to
facilitate the disposition of the Registrable Stock owned by such Selling
Shareholder.

(b) The Company will promptly notify each Selling
Shareholder of any stop order issued or threatened by the SEC and take all
reasonable actions required to prevent the entry of such stop order or to
remove it if entered.

(c) The Company will use all commercially reasonable
efforts to (i) register or qualify the Registrable Stock under such other
securities or blue sky laws of such jurisdictions in the United States as any
Selling Shareholder reasonably (in light of such Selling Shareholder's intended
plan of distribution) requests and (ii) cause such Registrable Stock to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be reasonably necessary or
advisable to enable such Selling Shareholder to consummate the disposition of
the Registrable Stock owned by such Selling Shareholder; provided that the
Company will not be required to (A) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph (c), (B) subject itself to taxation in any such jurisdiction or (C)
consent to general service of process in any such jurisdiction.

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(d) The Company will immediately notify each Selling
Shareholder, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Stock, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and promptly prepare and make available to
each Selling Shareholder any such supplement or amendment.

(e) Upon the execution of confidentiality agreements
in form and substance satisfactory to the Company, the Company will make
available for inspection by any Selling Shareholder, any managing underwriter
participating in any Underwritten Offering and any attorney, accountant or
other professional retained by any such Selling Shareholder or managing
underwriter (collectively, the "Inspectors"), all financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the Company's officers, Directors and
employees to supply all information reasonably requested by any Inspectors in
connection with such registration statement. Records which the Company
determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i)
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in such registration statement or (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction. Each Selling Shareholder agrees that information obtained by it
as a result of such inspections shall be deemed confidential and shall not be
used by it as the basis for any market transactions in the securities of the
Company or its Affiliates unless and until such is made generally available to
the public. Each Selling Shareholder further agrees that it will, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of the Records deemed
confidential.

(f) The Company will otherwise use all commercially
reasonable efforts to comply with all applicable rules and regulations of the
SEC, and make available to its securityholders, as soon as reasonably
practicable, an earnings statement covering a period of 12 months, beginning
within three months after the effective date of the registration statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.

(g) The Company will use its best efforts to list
such shares of Registrable Stock on each securities exchange on which the
Common Stock is then listed, if such shares of Registrable Stock are not
already so listed and if such listing is then permitted under the rules of such
exchange, and will provide a transfer agent and registrar for such Registrable
Securities not later than the effective date of such registration statement.

(h) The Company will, in connection with any
Underwritten Offering, furnish to each Selling Shareholder and to each
underwriter, if any, a signed counterpart, addressed to such underwriter, of
(i) an opinion or opinions of counsel to the Company and (ii)

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a comfort letter or comfort letters from the Company's independent public
accountants, each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as the
Selling Shareholders owning a majority of the Registrable Stock to be included
in such registration or the managing underwriter therefor reasonably requests.

(i) The Company will prepare and file with the SEC
such amendments (including post-effective amendments) and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Stock covered by such registration statement until the end of the
period specified in Section 5.1(d) or 5.5 hereof, as applicable.

The Company may require each Selling Shareholder to
promptly furnish in writing to the Company such information regarding the
distribution of the Registrable Stock as the Company may from time to time
reasonably request and such other information as may be required by law or rule
or regulation of the SEC in connection with such registration.

Each Selling Shareholder agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in Section 5.4(d) hereof, such Selling Shareholder will forthwith discontinue
disposition of Registrable Stock pursuant to the registration statement
covering such Registrable Stock until such Selling Shareholder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section 5.4(d)
hereof, and, if so directed by the Company, such Selling Shareholder will
deliver to the Company all copies, other than any permanent file copies then in
such Selling Shareholder's possession, of the most recent prospectus covering
such Registrable Stock at the time of receipt of such notice. In the event
that the Company shall give such notice, the Company shall extend the period
during which such registration statement shall be maintained effective by the
number of days during the period from and including the date of the giving of
notice pursuant to Section 5.4(d) hereof to the date when the Company shall
make available to the Selling Shareholders a prospectus supplemented or amended
to conform with the requirements of Section 5.4(d) hereof.

5.5 Registration Procedures--Demand. Whenever
Shareholders request that any Registrable Stock be registered pursuant to
Section 5.1 hereof, the Company will, subject to the provisions of such
Section, use all commercially reasonable efforts to effect the registration of
such Registrable Stock in accordance with the intended method of disposition
thereof as quickly as practicable, and in connection with any such request, as
expeditiously as possible, prepare and file with the SEC a registration
statement on any form for which the Company then qualifies or which counsel for
the Company shall deem appropriate and which form shall be available for the
sale of the Registrable Stock to be registered thereunder in accordance with
the intended method of distribution thereof, and use all commercially
reasonable efforts to cause such filed registration statement to become and
remain effective for a period of not less than 90 days (if declared effective
before the first anniversary of the IPO Closing Date) or 180 days (if declared
effective on or after such first anniversary).

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5.6 Indemnification by the Company. The Company agrees
to indemnify and hold harmless each Selling Shareholder, each officer,
director, limited or general partner (together with each officer, director or
partner thereof), agent or investment adviser of such Selling Shareholder, and
each Person, if any, who controls such Selling Shareholder within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all Losses caused by any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or
prospectus relating to the Registrable Stock (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such Losses are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon information furnished in writing to the Company by such Selling
Shareholder or on such Selling Shareholder's behalf expressly for use therein;
provided that with respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary prospectus, or in any
prospectus, as the case may be, the indemnity agreement contained in this
paragraph shall not apply to the extent that any such Loss results from the
fact that a current copy of the prospectus (if amended or supplemented, as so
amended or supplemented) was not sent or given to the Person asserting any such
Loss at or prior to the written confirmation of the sale of the Registrable
Stock to such Person if it is determined that the Company has provided such
prospectus to such Selling Shareholder and it was the responsibility of such
Selling Shareholder to provide such Person with a current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be) and
such current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) would have cured the defect giving rise to such
Loss. The Company also agrees to indemnify each underwriter of the Registrable
Stock, its officers, directors and partners and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Selling Shareholders provided in this Section 5.6.

5.7 Indemnification by Selling Shareholders. Each
Selling Shareholder owning Registrable Stock included in any registration
statement agrees, severally but not jointly, to indemnify and hold harmless the
Company, its officers, Directors and agents and each Person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Shareholder, but only (i) with respect to
information furnished in writing by such Shareholder or on such Shareholder's
behalf expressly for use in any registration statement or prospectus relating
to the Registrable Stock, or any amendment or supplement thereto, or any
preliminary prospectus or (ii) to the extent that any Loss described in Section
5.6 results from the fact that a current copy of the prospectus (if amended or
supplemented, as so amended or supplemented) was not sent or given to the
Person asserting any such Loss at or prior to the written confirmation of the
sale of the Registrable Stock concerned to such Person if it is determined that
it was the responsibility of such Shareholder to provide such Person with a
current copy of the prospectus (or such amended or supplemented prospectus, as
the case may be) and such current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) would have cured the defect giving
rise to such Loss. Each such Selling Shareholder also agrees to indemnify and
hold harmless each underwriter of the Registrable

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Stock, each of their respective officers, directors and partners and each
Person who controls any such underwriter on substantially the same basis as
that of the indemnification of the Company provided in this Section 5.7. As a
condition to including Registrable Stock in any registration statement filed in
accordance with Article 5 hereof, the Company may require that it shall have
received an undertaking reasonably satisfactory to it from any underwriter to
indemnify and hold it harmless to the extent customarily provided by
underwriters with respect to similar securities.

5.8 Conduct of Indemnification Proceedings. In case any
action or proceeding (including any governmental investigation) shall be
instituted involving any Person in respect of which indemnity may be sought
pursuant to Section 5.6 or 5.7, such Person (an "Indemnified Party") shall
promptly notify the Person against whom such indemnity may be sought (the
"Indemnifying Party") in writing and the Indemnifying Party shall assume the
defense thereof, including the employment of counsel reasonably satisfactory to
such Indemnified Party, and shall assume the payment of all fees and expenses;
provided that the failure of any Indemnified Party so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of its obligations
hereunder except to the extent that the Indemnifying Party is materially
prejudiced by such failure to notify. In any such action or proceeding, any
Indemnified Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) in the reasonable judgment of
such Indemnified Party representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
It is understood that the Indemnifying Party shall not, in connection with any
action or proceeding or related actions or proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties, and that all such fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Indemnified Parties, such firm shall be designated in writing by the
Indemnified Parties. The Indemnifying Party shall not be liable for any
settlement of any action proceeding effected without its written consent, but
if settled with such consent, or if there be a final judgment for the
plaintiff, the Indemnifying Party shall indemnify and hold harmless such
Indemnified Parties from and against any Loss (to the extent stated above) by
reason of such settlement or judgment. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of
any pending or threatened action or proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out
of such action or proceeding.

5.9 Contribution. If the indemnification provided for in
this Article 5 is unavailable to the Indemnified Parties in respect of any
Losses referred to in this Agreement, then each such Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, (i) as
between the Company and the Selling Shareholders owning Registrable Stock
covered by a registration statement on the one hand and the underwriters on the
other, in such proportion as is appropriate to reflect the relative benefits
received by the Company and such Shareholders

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on the one hand and the underwriters on the other, from the offering of the
Registrable Stock, or if such allocation is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits but
also the relative fault of the Company and such Shareholders on the one hand
and of the underwriters on the other in connection with the statements or
omissions which resulted in such Losses, as well as any other relevant
equitable considerations and (ii) as between the Company on the one hand and
each such Shareholder on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of each such Shareholder in
connection with such statements or omissions, as well as any other relevant
equitable considerations. The relative benefits received by the Company and
such Shareholders on the one hand and the underwriters on the other shall be
deemed to be in the same proportion as the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company and such Shareholders bear to the total underwriting
discounts and commissions received by the underwriters, in each case as set
forth in the table on the cover page of the prospectus. The relative fault of
the Company and each such Selling Shareholders, on the one hand, and of the
underwriters, on the other, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company and such Selling Shareholder or by the
underwriters. The relative fault of the Company on the one hand and of each
such Shareholder on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

The Company and the Shareholders agree that it would
not be just and equitable if contribution pursuant to this Section 5.9 were
determined by pro rata allocation (even if the underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a
result of the Losses referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5.9, no underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
Registrable Stock underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages which such underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no Shareholder shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Stock of such Shareholder were offered to the public
exceeds the amount of any damages which such Shareholder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent
misrepresentation. Each Shareholder's obligation to contribute pursuant to
this Section 5.9, if

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33

any, is several in the proportion that the proceeds of the offering received by
such Shareholder bears to the total proceeds of the offering received by all
the Shareholders and not joint.

5.10 Participation in Underwritten Offering. No Person
may participate in any Underwritten Offering hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and this Agreement.

5.11 No Inconsistent Agreements. From and after the date
of this Agreement, the Company will not enter into, or cause or permit any of
its Subsidiaries to enter into, any agreement which is inconsistent with the
rights granted to the Shareholders in this Agreement or otherwise conflicts
with the provisions hereof.

ARTICLE 6
CONFIDENTIALITY

6.1 Confidentiality. (a) Each Shareholder hereby agrees
that the Confidential Information (as defined below) that has been furnished to
it or him was made available in connection with such Shareholder's investment
in the Company. Each Shareholder agrees that he or it will not use any
Confidential Information, including without limitation any Confidential
Information that may be received after the date hereof, in any way to the
competitive disadvantage of the Company or in violation of any applicable
Federal or state securities laws. Each Shareholder further acknowledges and
agrees that he or it will not disclose any Confidential Information to any
Person; provided that Confidential Information may be disclosed as follows:

(i) to such Shareholder's Representatives (as
defined below) in the normal course of the performance of
their duties, provided that such Representatives have been
advised of the confidential nature of such information,

(ii) to the extent required by applicable law, rule
or regulation (including complying with any oral or written
questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar
process to which a Shareholder is subject),

(iii) to any Person to whom such Shareholder is
contemplating a transfer of his or its Shares, provided that
(x) such transfer would not be in violation of the provisions
hereof or any applicable federal or state securities laws and
(y) such Person is advised of the confidential nature of such
information and agrees to be bound by a confidentiality
agreement in form and substance satisfactory to the Company
and by the provisions of this Agreement, and

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34

(iv) to any Person, if the prior written consent of
the Board shall have been obtained.

Nothing contained herein shall prevent the use of Confidential Information in
connection with the assertion or defense of any claim by or against the Company
or any Shareholder.

(b) "Confidential Information" means any information
concerning the Company, its financial condition, business, operations or
prospects in the possession of or to be furnished to any Shareholder in his or
its capacity as a shareholder of the Company or by virtue of his or its present
or former position as, or right to designate, a Director; provided that the
term "Confidential Information" does not include information which (i) was or
becomes generally available publicly other than as a result of a disclosure by
a Shareholder or his or its partners, directors, officers, employees, agents,
counsel, investment advisers or representatives (all such Persons being
collectively referred to as "Representatives") in violation of this Agreement
or any confidentiality agreement executed in accordance with Section 4.1,
Section 5.4(e) or Section 6.1(a) or (ii) becomes available to a Shareholder on
a nonconfidential basis from a source other than the Company or another
Shareholder or his or its Representatives, provided that such source is not, to
the best of such Shareholder's knowledge, bound by a confidentiality agreement
with the Company or another Person.

ARTICLE 7
MISCELLANEOUS

7.1 Entire Agreement. This Agreement constitutes the
entire agreement among the parties hereto and supersedes all prior agreements
and understandings, oral and written, among the parties hereto with respect to
the subject matter hereof.

7.2 Binding Effect; Benefit. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
heirs, successors, legal representatives and permitted assigns. Nothing in
this Agreement, expressed or implied, is intended to confer on any Person other
than the parties hereto, and their respective heirs, successors, legal
representatives and permitted assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

7.3 Assignability. This Agreement shall not be
assignable by any party hereto, except that any Person acquiring Shares who is
required by the terms of this Agreement to become a party hereto shall execute
and deliver to the Company an agreement to be bound hereby and shall
thenceforth be a Shareholder, and any Shareholder who ceases to own, directly
or indirectly, beneficially or of record, any Shares shall cease to be bound by
the terms hereof.

7.4 Amendment; Waiver. (a) No provision of this
Agreement may be waived except by an instrument in writing executed by the
party against whom the waiver is to be effective. No provision of Article 5
may be amended or otherwise modified except by an instrument in writing
executed by the Company with the approval of the Board and Shareholders

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35

who own at least 80% of the Registrable Stock then outstanding. No other
provision of this Agreement may be amended or otherwise modified except by an
instrument in writing executed by the Company with the approval of the Board
and Shareholders who own at least 80% of the Shares then outstanding.

(b) In addition, no provision of this Agreement that
is specifically applicable to any MS Shareholder may be amended or otherwise
modified or terminated except with the consent of such MS Shareholder.

7.5 Notices. All notices and other communications given
or made pursuant hereto or pursuant to any other agreement among the parties,
unless otherwise specified, shall be in writing and shall be deemed to have
been duly given or made if (i) sent by fax, (ii) delivered personally, (iii)
sent by registered or certified mail (postage prepaid, return receipt
requested) or (iv) sent by nationally- recognized courier service guaranteeing
overnight delivery to the parties at the fax number or address set forth on
Exhibit B hereto or at such other addresses as shall be furnished by the
parties by like notice, and such notice or communication shall be deemed to
have been given or made upon receipt. Any Person who becomes a Shareholder
shall provide its address and fax number to the Company, which shall promptly
provide such information to each other Shareholder.

7.6 Headings. The headings contained in this Agreement
are for convenience only and shall not affect the meaning or interpretation of
this Agreement.

7.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.

7.8 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE.

7.9 Specific Enforcement. Each of the Company and the
Shareholders agrees that money damages would not be a sufficient remedy for any
breach of this Agreement by the Company or such Shareholder, as applicable, and
that, in addition to all other remedies which may be available, the
Shareholders (in the event of a breach by the Company) or the Company (in the
event of a breach by a Shareholder) shall be entitled to specific performance
and injunctive or other equitable relief as a remedy for any such breach.

7.10 No Waiver. No failure or delay by the Company or any
Shareholder in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or
privilege hereunder.

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36

7.11 Consent to Jurisdiction. Each party hereto
irrevocably submits to the non- exclusive jurisdiction of any State or Federal
court sitting in Delaware over any suit, action or proceeding arising out of or
relating to this Agreement and waives, to the fullest extent permitted by law,
any objection it may now or hereafter have to the laying of venue of any such
suit, action or proceeding brought in any such court and any claim that any
such suit, action or proceeding brought in such a court has been brought in any
inconvenient forum.

7.12 Effective Date. Except as otherwise expressly
provided herein, this Agreement shall become effective immediately after the
IPO Closing and the Amended Original Agreement shall continue in full force and
effect until the IPO Closing.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in their individual capacity or caused it to be duly executed by
their respective authorized signatories thereunto duly authorized as of the day
and year first above written.

AMERICAN ITALIAN PASTA COMPANY

By:_________________________________________
Xxxxxxx X. Xxxxxxx,
President and Chief Executive Officer

-35-
37

THE XXXXXX XXXXXXX LEVERAGED EQUITY FUND
II, L.P.

BY: XXXXXX XXXXXXX LEVERAGED EQUITY FUND
II, INC., AS GENERAL PARTNER

By:________________________________________
Its:_______________________________________

XXXXXX XXXXXXX CAPITAL PARTNERS III, L.P.

BY: MSCP III, L.P., AS GENERAL PARTNER

BY: XXXXXX XXXXXXX CAPITAL PARTNERS III, INC.,
AS GENERAL PARTNER

By:________________________________________
Its:_______________________________________

MSCP III 892 INVESTORS, L.P.

BY: MSCP III, L.P., AS GENERAL PARTNER

BY: XXXXXX XXXXXXX CAPITAL PARTNERS III, INC.
AS GENERAL PARTNER

By:________________________________________
Its:_______________________________________

XXXXXX XXXXXXX CAPITAL INVESTORS, L.P.

BY: MSCP III, L.P., AS GENERAL PARTNER

BY: XXXXXX XXXXXXX CAPITAL PARTNERS III,
INC.,
AS GENERAL PARTNER

By:________________________________________
Its:_______________________________________

-36-

XXXXXX X. XXXX GROUP, INC.

By:_________________________________________________
Its:________________________________________________

AMERICAN ITALIAN PASTA COMPANY
RETIREMENT SAVINGS PLAN
XXXXXX X. XXXX TRUST COMPANY, AS TRUSTEE

By:_________________________________________________
Its:________________________________________________

GKB PRIVATE INVESTMENT PARTNERS, L.L.C.,
AS NOMINEE FOR:
XXXXXX X. XXXX CAPITAL PARTNERS, L.P.

By:________________________________________________
Xxx X. Xxxxxxxxx, Managing Director

GKB PRIVATE INVESTMENT PARTNERS, L.L.C.,
AS NOMINEE FOR:
XXXXXX X. XXXX EMPLOYEE EQUITY FUND, L.P.

By:________________________________________________
Xxx X. Xxxxxxxxx, Managing Director

EXCELSIOR INVESTORS, L.L.C.

BY: XXXXXX X. XXXX MERCHANT BANC, LLC,
ITS MANAGER

By:________________________________________________
Xxx X. Xxxxxxxxx, Managing Director

-37-
39

CITICORP VENTURE CAPITAL, LTD.

By:_________________________________________
Its:________________________________________

CCT PARTNERS III, L.P.

By:_________________________________________
as General Partner

By:_________________________________________
Its:________________________________________

____________________________________________
Xxxxx X. Xxxxxxxxx

XXXXX X. XXXXXXXXX, TRUSTEE OF THE LIVING
TRUST OF XXXXX X. XXXXXXXXX, DATED MAY 24,
1985, OR SUCCESSOR TRUSTEE

By:_________________________________________
Xxxxx X. Xxxxxxxxx, Trustee

____________________________________________
Xxxxxx X. Xxxxx

____________________________________________
Xxxxx X. Xxxxxxxxx

____________________________________________
Xxxxxx X. Xxxxxxxxx, Trustee of the Living Trust
of Xxxxxx X. Xxxxxxxxx U/T/I Dated May 24, 1985

-38-
40

XXXXXXX X. XXXXXXX, AS CUSTODIAN FOR XXXXXXX
X. XXXXXXX, XX. UNDER THE MISSOURI UNIFORM TRANSFERS
TO MINORS LAW

By:____________________________________________________
Xxxxxxx X. Xxxxxxx, Attorney-in-Fact

XXXXXXX X. XXXXXXX, AS CUSTODIAN FOR XXXXXX X. XXXXXXX,
XX. UNDER THE MISSOURI UNIFORM TRANSFERS TO MINORS LAW

By:____________________________________________________
Xxxxxxx X. Xxxxxxx, Attorney-in-Fact

XXXXXXX X. XXXXXXX AND XXXXX X. XXXXXX, CO-TRUSTEES
UNDER THE XXXXXXX X. XXXXXXX FAMILY GIFT TRUST OF 1996,
DATED SEPTEMBER 27, 1996

By:____________________________________________________
Xxxxxxx X. Xxxxxxx, Attorney-in-Fact

XXXXXXX X. XXXXXXX

By:____________________________________________________
Xxxxxxx X. Xxxxxxx, Attorney-in-Fact

XXXXX X. XXXXXXX

By:____________________________________________________
Xxxxxxx X. Xxxxxxx, Attorney-in-Fact

-39-

XXXX XXXXXXXXX XXXXXXX

By:____________________________________________________
Xxxxxxx X. Xxxxxxx, Attorney-in-Fact

XXXXXX XXXX XXXXXXX, XX.

By:____________________________________________________
Xxxxxxx X. Xxxxxxx, Attorney-in-Fact

_______________________________________________________
Xxxxxxx X. Xxxxxxx

XXXXXXXX HOLDINGS, INC.

By:____________________________________________________
Xxxxxxx X. Xxxxxxxx

XXXXXXXX HOLDINGS, L.P.

By:____________________________________________________
Xxxxxxx X. Xxxxxxxx

JSS MANAGEMENT COMPANY LTD.

By:____________________________________________________

Its:___________________________________________________

_______________________________________________________
Xxxxx X. Xxxxxxxxxxx

_______________________________________________________
Xxxxxxx X. Xxxxxxxxxxx

-40-
42

____________________________________________
Xxxxx Dear

____________________________________________
Xxxxxx Xxxxxx

____________________________________________
Xxxx Xxxxxxxxx

____________________________________________
Xxxxx X. Xxxxxx

____________________________________________
Xxxxxx Xxxxxx

____________________________________________
Xxxxxx X. Xxxxx

____________________________________________
Xxxxx X. Xxxxxx

-41-
43

EXHIBIT A

CURRENT SHAREHOLDERS

Class A
Common Common
Shareholder Stock Stock Total
---------------------------------------- --------- --------- -------

Xxxxxx Xxxxxxx Leveraged Equity Fund II, L.P. . . . . . . 984,668 0 984,668

Xxxxxx Xxxxxxx Capital Partners III, L.P. . . . . . . . . 369,765 0 369,765
MSCP III 892 Investors, L.P. . . . . . . . . . . . . . . 37,857 0 37,857

Xxxxxx Xxxxxxx Capital Investors, L.P. . . . . . . . . . 10,399 0 10,399

Xxxxx X. Xxxxxxxxx . . . . . . . . . . . . . . . . . . . 3,314 7,369 10,683
Xxxxxx X. Xxxx Group, Inc. . . . . . . . . . . . . . . . 13,258 0 13,258

Xxxxxx X. Xxxx Capital Partners, L.P. . . . . . . . . . . 14,799 0 14,799

Xxxxxx X. Xxxx Employee Equity Fund, L.P. . . . . . . . . 900 0 900
Excelsior Investors, L.L.C. . . . . . . . . . . . . . . . 53,971 0 53,971

Citicorp Venture Capital, Ltd. . . . . . . . . . . . . . 25,355 119,816 145,171

CCT Partners III, L.P. . . . . . . . . . . . . . . . . . 4,476 21,144 25,620

JSS Management Company, Ltd. . . . . . . . . . . . . . . 4,475 0 4,475
Xxxxx X. Xxxxxxxxxxx . . . . . . . . . . . . . . . . . . 2,323 0 2,323

Xxxxxxx X. Xxxxxxxxxxx . . . . . . . . . . . . . . . . . 1,161 0 1,161

Xxxxx Dear . . . . . . . . . . . . . . . . . . . . . . . 174 0 174
Xxxxxx Xxxxxx . . . . . . . . . . . . . . . . . . . . . . 581 0 581

Xxxx Xxxxxxxxx . . . . . . . . . . . . . . . . . . . . . 232 0 232

Xxxxxxx X. Xxxxxxx . . . . . . . . . . . . . . . . . . . 2,604 875 3,479

Xxxxxxx Xxxxxx Xxxxxxx, as Guardian for Xxxxxx Xxxxxxx
Xxxxxxx under the Missouri Uniform Transfers to
Minors Law . . . . . . . . . . . . . . . . . . . . . 50 0 50

Xxxx Xxxxxxxxx Xxxxxxx . . . . . . . . . . . . . . . . . 50 0 50

Xxxxxxx X. Xxxxxx . . . . . . . . . . . . . . . . . . . . 50 0 50
Xxxxxxx Xxxxx Xxxxxx . . . . . . . . . . . . . . . . . . 50 0 50

A-1
44

Class A
Common Common
Shareholder Stock Stock Total
---------------------------------------- --------- --------- -------

Xxxxxx Xxxx Xxxxxxx, Xx. . . . . . . . . . . . . . . . . 50 0 50

Xxxxx X. Xxxxxx . . . . . . . . . . . . . . . . . . . . . 6,933 1,200 8,133
Xxxxxx Xxxxxx . . . . . . . . . . . . . . . . . . . . . 3,167 580 3,747

Xxxxxx X. Xxxxx . . . . . . . . . . . . . . . . . . . . . 847 330 1,177

Xxxxx X. Xxxxxx . . . . . . . . . . . . . . . . . . . . . 2,124 330 2,454
Xxxxxx X. Xxxxx . . . . . . . . . . . . . . . . . . . . . 0 500 500

Xxxxx X. Xxxxxxxxx . . . . . . . . . . . . . . . . . . . 0 500 500

Xxxxxxx X. Xxxxxxx, as Custodian for Xxxxxxx X. Xxxxxxx,
Xx. under the Missouri Uniform Transfers to Minors
Law . . . . . . . . . . . . . . . . . . . . . . . . . 50 0 50

Xxxxxxx X. Xxxxxxx, as Custodian for Xxxxxx X. Xxxxxxx
under the Missouri Uniform Transfers to Minors Law . 50 0 50

Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx, Co-Trustees under
the Xxxxxxx X. Xxxxxxx Family Gift Trust of 1996,
Dated September 17, 1996 . . . . . . . . . . . . . . 1,904 0 1,904

Xxxxxxx X. Xxxxxxx . . . . . . . . . . . . . . . . . . . 50 0 50

Xxxxx X. Xxxxxxx . . . . . . . . . . . . . . . . . . . . 50 0 50
Xxxxxxxx Holdings, L.P. . . . . . . . . . . . . . . . . . 0 156,530 156,530

Xxxxx X. Xxxxxxxxx, Trustee of the Living Trust of Xxxxx
X. Xxxxxxxxx, Dated May 24, 1985 . . . . . . . . . . 8,000 0 8,000

Xxxxxx X. Xxxxxxxxx, Trustee of the Living Trust of
Xxxxxx X. Xxxxxxxxx U/T/I Dated May 24, 1985 . . . . 0 1,860 1,860
American Italian Pasta Company Retirement Savings Plan . 5,088 0 5,088
--------- ------- ---------

1,558,825 311,034 1,869,859
========= ======= =========

A-2
45

EXHIBIT B

American Italian Pasta Company
0000 Xxxxxxx Xxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000

with a copy to:

Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Fax: (000) 000-0000

The Xxxxxx Xxxxxxx Leveraged Equity Fund II, X.X.
Xxxxxx Xxxxxxx Capital Partners III, L.P.
MSCP III 892 Investors, X.X.
Xxxxxx Xxxxxxx Capital Investors, L.P.
c/o Morgan Xxxxxxx Capital Partners
Attention: Xxxxxxxx X. Xxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No. (000) 000-0000

with a copy to:

Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000

B-1
46

Xxxxxxxx Holdings, Inc.
Xxxxxxxx Holdings, L.P.
Xxxxxxx X. Xxxxxxxx
c/x Xxxxxxxx'x Pet Pasta Products, Inc.
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxx 00000
Fax: (000) 000-0000

with a copy to:

Welborn, Dufford, Xxxxx & Xxxxxx, P.C.
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000

Citicorp Venture Capital, Ltd.
CCT Partners III, L.P.
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxx
Fax: (000) 000-0000

Xxxxxx X. Xxxxx
Xxxxxx Xxxxxx
Xxxxx Dear
Xxxxxx Xxxxxx
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Xxxx Xxxxxxxxx
c/o American Italian Pasta Company
0000 Xxxxxxx Xxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Facsimile No. (000) 000-0000

Xxxxx X. Xxxxxxxxx, Trustee of the Living Trust of Xxxxx X. Xxxxxxxxx, U/T/A
5/24/85
Xxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxx
c/o Xxxxx X. Xxxxxxxxx
00 Xxxxxxx Xxxx
Xxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
Facsimile No. (000) 000-0000

B-2
47

Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, as Custodian for Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx, as Custodian for Xxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx, Co-Trustees Under the Xxxxxxx X.
Xxxxxxx Family Gift Trust of 1996, Dated September 27, 1996
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Xxxx Xxxxxxxxx Xxxxxxx
Xxxxxx Xxxx Xxxxxxx, Xx.
c/o Xxxxxxx X. Xxxxxxx
American Italian Pasta Company
0000 Xxxxxxx Xxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Facsimile No. (000) 000-0000

with a copy to:

Xxxxx X. Xxx
Xxxxxxxxx Xxxxxxx Weary Xxxxxxx & Xxxxxxxx X.X.
Suite 1100
Two Pershing Square, 0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Facsimile No. (000) 000-0000

Xxxxx X. Xxxxxxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Facsimile No. (000) 000-0000

X-0
00

Xxxxxxx X. Xxxxxxxxxxx
JSS Management Company, Ltd.
c/o Xxxxx X. Xxxxxxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Facsimile No. (000) 000-0000

Xxxxxx X. Xxxx Group, Inc.
Xxxxxx X. Xxxx Capital Partners, L.P.
Xxxxxx X. Xxxx Employee Equity Fund, L.P.
Excelsior Investors, L.L.C.
c/o Xx. Xxxxxxxx Xxxx
Xxxxxx X. Xxxx Merchant Banc, LLC
000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000

The American Italian Pasta Company Retirement Savings Plan
c/o Xxxxxx X. Xxxx Trust Company
Attn: Xxxxx Xxxxx
000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000

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