0000950123-12-000526 Sample Contracts

Shareholder Protection Rights Agreement by and between Post Holdings, Inc. and Computershare Trust Company, N.A., rights agent dated as of ______________________, 20__
Protection Rights Agreement • January 9th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri

This Shareholder Protection Rights Agreement, dated as of ____________, 20___ (the “Agreement”) is entered into between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).

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Employee Matters Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of January __, 2012
Employee Matters Agreement • January 9th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri

This Employee Matters Agreement is made as of January , 2012 among Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc., a Missouri corporation and direct, wholly owned subsidiary of Ralcorp (“Post”).

Shareholder’s and Registration Rights Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of , 2012
And Registration Rights Agreement • January 9th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri

This Shareholder’s and Registration Rights Agreement is made as of , 2012 by and among Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc., a Missouri corporation and wholly owned subsidiary of Ralcorp (“Post”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 9th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri

INDEMNIFICATION AGREEMENT (the “Agreement”) effective _____________, 20___ between POST HOLDINGS, INC., a Missouri corporation (the “Company”) and ___________________________ (“Participant”).

Separation and Distribution Agreement by and among Ralcorp Holdings, Inc., Post Holdings, Inc. and Post Foods, LLC Dated as of , 20
Separation and Distribution Agreement • January 9th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri

This Separation and Distribution Agreement is made as of , 2012 by and among Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), Post Holdings, Inc., a Missouri corporation and wholly-owned subsidiary of Ralcorp (“Post”), and Post Foods, LLC, a Delaware limited liability company and wholly-owned subsidiary of Ralcorp (“Post US”).

Tax Allocation Agreement by and among Ralcorp Holdings, Inc., and Post Holdings, Inc. Dated as of __________, 20__
Tax Allocation Agreement • January 9th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri

This TAX ALLOCATION AGREEMENT (this “Agreement”) is entered into as of [__________], by and between Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc. (“Post”), a Missouri corporation and direct, wholly owned subsidiary of Ralcorp.

MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • January 9th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri

WHEREAS, the Board of Directors (the “Board”) has authorized Post to enter into Management Continuity Agreements with certain key executives of Post; and

Transition Services Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of , 20
Transition Services Agreement • January 9th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri

This Transition Services Agreement is made as of , 2011 by and between Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc. (“Post”), a Missouri corporation and direct, wholly owned subsidiary of Ralcorp.

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