0001068800-04-000720 Sample Contracts

Contract
Non-Qualified Stock Option Agreement • December 14th, 2004 • Ralcorp Holdings Inc /Mo • Grain mill products

Ralcorp Holdings, Inc. (the “Company”), effective February 5, 2004, grants this Non-Qualified Stock Option to «Name» (“Optionee”) to purchase a total of «Number» shares of its $.01 par value Common Stock (the “Common Stock”) at a price of $32.30 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.

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GRANTED JANUARY 2, 2004
Restricted Stock Award Agreement • December 14th, 2004 • Ralcorp Holdings Inc /Mo • Grain mill products

Ralcorp Holdings, Inc. (the “Company”), pursuant to its 2002 Incentive Stock Plan (the “Plan”), grants to William P. Stiritz (the “Recipient”) a Restricted Stock Award of 1,585 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:

GRANTED JANUARY 2, 2004
Restricted Stock Award Agreement • December 14th, 2004 • Ralcorp Holdings Inc /Mo • Grain mill products

Ralcorp Holdings, Inc. (the “Company”), pursuant to its 2002 Incentive Stock Plan (the “Plan”), grants to Joe R. Micheletto (the “Recipient”) a Restricted Stock Award of 6,341 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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