0001068800-03-000724 Sample Contracts

Contract
Non-Qualified Stock Option Agreement • December 17th, 2003 • Ralcorp Holdings Inc /Mo • Grain mill products • Missouri

Ralcorp Holdings, Inc. (the “Company”), effective September 18, 2003, grants this Non-Qualified Stock Option to ______________ (“Optionee”) to purchase a total of ________ shares of its $.01 par value Common Stock (the “Common Stock”) at a price of $29.85 per share pursuant to the Ralcorp Holdings, Inc. Incentive Stock Plan (the “Plan”). Subject to the provisions of the Plan and the following terms, Optionee may exercise this option as set forth below by tendering to the Company written notice of exercise together with the purchase price in either cash, or in shares of Common Stock of the Company at their fair market value as determined by the Company’s Board of Directors (the “Board”), or in both cash and such shares.

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Contract
Non-Qualified Stock Option Agreement • December 17th, 2003 • Ralcorp Holdings Inc /Mo • Grain mill products

Ralcorp Holdings, Inc. (the “Company”), effective January 30, 2003, grants this Non-Qualified Stock Option to ______________ (“Optionee”) to purchase a total of ________ shares of its $.01 par value Common Stock (the “Common Stock”) at a price of $24.02 per share pursuant to the Ralcorp Holdings, Inc. 2002 Incentive Stock Plan (the “Plan”). Subject to the provisions of the Plan and the following terms, Optionee may exercise this option from time to time by tendering to the Company written notice of exercise together with the purchase price in either cash, or in shares of Common Stock of the Company at their fair market value as determined by the Nominating and Compensation Committee of the Company’s Board of Directors (the “Committee”), or in both cash and such shares.

RETIREMENT AGREEMENT AND GENERAL RELEASE
Retirement Agreement • December 17th, 2003 • Ralcorp Holdings Inc /Mo • Grain mill products • Missouri

This is a Retirement Agreement and General Release (referred to as “Agreement”) entered into this 30 day of September, 2003, by and between Robert W. Lockwood (referred to as “EMPLOYEE”) and Ralcorp Holdings, Inc. (referred to as “COMPANY”).

Contract
Restricted Stock Award Agreement • December 17th, 2003 • Ralcorp Holdings Inc /Mo • Grain mill products • Missouri

Ralcorp Holdings, Inc. (the “Company”), pursuant to its Incentive Stock Plan (the “Plan”), grants to William P. Stiritz (the “Recipient”) a Restricted Stock Award of 2,000 shares of its $.01 par value Common Stock. The Award is subject to the provisions of the Plan and to the following terms and conditions:

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