American Italian Pasta Company, Inc. Severance Plan for Senior Vice Presidents and Above (Effective May 2, 2006)

 AMERICAN ITALIAN PASTA COMPANY, INC. SEVERANCE PLAN FOR SENIOR VICE PRESIDENTS AND ABOVE Effective May 2, 2006 If the employment of a Senior Vice President or above ("Employee") is involuntarily terminated by American Italian Pasta Company, Inc. ("the Company") other than for Cause, then, if the Employee executes a Separation Agreement in the form required by the Company that includes, among other things, a full and general release of claims in favor of the Company, a confidentiality agreement, a non-solicitation agreement, a non-competition agreement, a non-disparagement agreement, a cooperation agreement and a requirement that any severance payments described herein be subject to offsetting mitigation, the Employee will receive the following: 1. Two weeks base salary at the rate in effect on the date of termination for every year of service with the Company, plus an additional 52 weeks base salary at the rate in effect at the date of termination, (but in no event more than a cumulative cap of 78 weeks of base salary) to be paid in equal bi-weekly installments (which period is the "Severance Period"), less applicable deductions, and subject to certain other limits(1). For this purpose, "years of service" shall include fractional years based on completed weeks of service. If the Severance Period would include a fraction, the Severance Period will be rounded to the nearest whole week (with 0.5 rounded up). If Employee is a rehire, service prior to the most recent hire date shall not count if: (1) Employee was not employed by the Company for more than ninety consecutive days during his most recent prior period of employment by the Company or (2) the period between the most recent termination date and the most recent hire date was more than six months. 2. In the event a "Change of Control" occurred within 12 months prior to the termination date, any unvested restricted stock and stock appreciation rights related to Company stock and granted to the Employee prior to the Employee's termination date will be accelerated and fully vested. The terms of this paragraph have been approved by the Compensation Committee of the Company's Board of Directors and constitute an amendment of the award agreement related to any grant to which this provision may apply. 3. Eligibility during the Severance Period defined in Paragraph 1 for participation in the Company's medical, dental, and vision group health plans that are provided to active employees from time to time following the termination date. For the - ------------------- (1) Notwithstanding anything herein to the contrary, the amount of "separation pay," as defined in Proposed Treasury Regulation ss.1.409A-1(m) until final regulations are promulgated pursuant to Internal Revenue Code 409A and as defined by such final regulations thereafter, due an Employee because of an involuntary termination will not exceed the lesser of: (1) two times the Employee's W-2 wages for the calendar year preceding the calendar year in which the Employee's involuntary termination occurs; or (2) two times the maximum compensation that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, ($440,000 for 2006) for the year in which the Employee's involuntary termination occurs. In addition, all amounts described herein or otherwise due to an Employee from the Company due to such Employee's involuntary termination, must be paid to such Employee no later than December 31st of the second calendar year following the calendar year in which the Employee's involuntary termination occurs. 

 portion of the Severance Period that does not exceed one week for every year of Employee's service with the Company (the "Health Plan Subsidy Period"), Employee must pay the same amount that is paid by active Employees from time to time for the same type and level of coverage, subject to certain other limits(2). The Health Plan Subsidy Period may not exceed 26 weeks. The Company will increase or decrease the Employee's portion of the Plan cost during the Severance Period at the same times and on the same terms that such changes apply to then current employees, and the Company need not continue to provide a benefit to Employee if it has terminated that benefit with respect to active employees. For the portion of the Severance Period defined in Paragraph 1 in excess of the Health Plan Subsidy Period, the Employee will be responsible for payment of one hundred percent of the cost of coverage on an after-tax basis. If Employee participates in any such plans during the Severance Period, his/her rights under COBRA will commence at the end of the Severance Period. 4. An amount equal to the bi-weekly Company subsidy for active employees for the level of medical, dental and vision coverage, if any, that was in effect for the Employee at the time of termination of employment shall be paid to Employee during the portion of the Severance Period in Paragraph 1 that exceeds the Health Plan Subsidy Period. A "Tax Gross Up" will be added to this payment. The Tax Gross Up will be based on assumed federal, state and local taxes of 32% and will not be based on actual tax rates. This payment will change as the subsidy for such coverage level changes for active employees, but will not change if the Employee's level of coverage changes or is terminated. Terminate for "Cause" means termination of Employee's employment because, in the Company's good faith belief, (i) Employee willfully and continually failed substantially to perform Employee's duties, (ii) Employee committed an act or acts that constituted a misdemeanor (other than a minor traffic violation) or a felony under the law of the United States (including any subdivision thereof) or any country to which Employee is assigned (including any subdivision thereof), including, but not limited to, Employee's conviction for or plea of guilty or no contest ("nolo contendere") to any such misdemeanor or felony, (iii) Employee committed an act or acts in material violation of the Company's significant policies and/or practices applicable to employees at the level of Employee within the Company's organization, (iv) Employee willfully acted, or willfully failed to act, in a manner that was injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (v) Employee acted in a manner that is unbecoming of Employee's position with the Company, regardless of whether such action or inaction occurs in the course of the performance of Employee's duties with the - ---------------------- (2) Notwithstanding anything herein to the contrary, in the event an Employee becomes eligible during the Severance Period defined in Paragraph 1 for participation in the Company's medical, dental and vision group health plans in accordance with Paragraph 3 due to an involuntary termination that is not part of a reduction in force, Company reorganization or restructuring or change in the Company's operating requirements, then the Employee, to the extent he is a "highly compensated individual" as defined for purposes Internal Revenue Code Section 105(h), will be responsible for payment of one hundred percent of the cost of coverage on an after-tax basis during the entire Severance Period (not just during the portion of the Severance Period that exceeds the Health Plan Subsidy Period) and the amount equal to the bi-weekly Company subsidy for active employees for the level of medical, dental and vision coverage, if any, that was in effect for the Employee at the time of termination of employment plus the Tax Gross Up shall be paid for the entire Severance Period (not just during the portion of the Severance Period in excess of the Health Plan Subsidy Period). 2 

 Company, or (vi) Employee was subject to any fine, censure, or sanction of any kind, permanent or temporary, issued by the Securities and Exchange Commission or the New York Stock Exchange. For purposes of this Plan, "Change of Control" means if "any person," as such term is used in Sections 13(d) and 14(d) of the 1934 Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the Company's then outstanding securities or more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities, and if, within 12 months thereafter, members of the Board of Directors of the Company at the beginning of that 12 month period ("Existing Directors") together with any director whose election was subsequently approved by vote of at least two-thirds (2/3) of the Board of Directors in office at the time of such election who are either Existing Directors or Approved Directors ("Approved Directors") cease to constitute a majority of the Board of Directors. Any amounts or benefits owed under this Plan, except the benefits based on medical, dental and vision group health benefits as described in paragraphs 3 and 4, will be reduced (but not below zero): (1) by compensation owed to the Employee by another employer during the Severance Period; (2) by any other post-termination salary, severance, bonus or benefits to which Employee is entitled under any separate employment, severance or other agreement with the Company; and (3) by any amounts to which Employee is entitled under any applicable laws or regulations, including, but not limited to, the Worker Adjustment and Retraining Notification Act ("WARN Act"). Benefits based on medical, dental and vision group health coverage as described in paragraphs 3 and 4 shall cease on the date the Employee is hired by another employer. All payments and benefits under this Plan shall cease on the date Employee is rehired by the Company. The Plan Administrator must receive reports in the form required by it by the deadlines set by the Plan Administrator that verify Employee's ongoing eligibility for all payments and benefits hereunder and the amount thereof. All reports must be signed by the Employee and must be received by the Plan Administrator at the intervals required by it (such as monthly). Payments for benefits hereunder will be delayed pending receipt of any documentation required by the Plan Administrator to establish Employee's initial or continued eligibility for, or the amount of any payments or benefits due to an Employee under this Plan. The terms of this Plan do not change the at-will nature of any Employee's employment with the Company. This Plan shall take effect upon adoption and apply only to terminations effected after that date. It is not intended that the application of this Plan shall modify or alter the tax deductibility of any payment or benefit paid or excluded hereunder. Consistent with the Company's compensation philosophy and practice, the Compensation Committee of the Board of Directors retains the right to amend or modify this Plan as needed. However, no amendment or 3 

 modification hereof will reduce the benefits hereunder for persons who are Employees or are receiving benefits under this Plan on the date immediately prior to the date that any such amendment or modification of this Plan becomes effective, except that any amendment to this Plan may be adopted to the extent necessary or appropriate to comply with applicable law or to avoid the application of Internal Revenue Code Section 409A(a)(1) to amounts or benefits provided hereunder. If a dispute arises concerning whether Employee is entitled to benefits under this Plan or as to the amount of Employee's benefits, Employee must first file a claim for benefits in accordance with the following procedure. A claim for Plan benefits must be in writing and addressed to the Plan Administrator, Severance Plan for Senior Vice Presidents of American Italian Pasta Company, at Briarcliff One, 400 North Mulberry Drive, Kansas City, Missouri 64116-1696, or any other address that may be designated from time to time. Employee will receive a written notice from the Plan Administrator with respect to Employee's claim within 90 days of the date the Plan Administrator received Employee's initial claim. If special circumstances require an extension of time, written notice will be given to Employee before the end of this 90-day period and will explain the reasons for the delay. If Employee is not furnished notice regarding Employee's claim within these time periods, Employee's claim will be considered denied. If the Plan Administrator denies Employee's claim, in whole or in part, it will tell Employee why, refer Employee to the applicable provisions of the plan document or other relevant records or papers, and inform Employee when and where Employee may see them. Employee will also be told if any additional material or information is needed to perfect Employee's claim, what material or information is needed and why such material is needed. In addition, Employee will be told how Employee can appeal for reconsideration of its decision. Should Employee disagree with the determination, Employee will have 60 days to request a review in writing. The Plan Administrator will reconsider your claim and its resulting decision will be issued within 60 days after Employee's request. If more time is needed because of unusual circumstances, Employee will be notified. The Plan Administrator has the exclusive discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, and its decisions on such matters are final, conclusive and binding on all parties. Any interpretation or determination made pursuant to such discretionary authority shall be upheld on judicial review, unless it is shown that the interpretation or determination was an abuse of discretion (i.e., arbitrary and capricious). Benefits under the Plan may not be assigned, transferred or pledged to a third party, for example, as security for a loan or other debt, except to repay bona fide debts to the Employer. The Employer pays the entire cost of the Plan out of its general assets. Benefit payments are made on the authorization of the Compensation Committee of the Board of Directors of American Italian Pasta Company (the "CC") as Plan Administrator or of a delegate appointed by the CC. 4 

 The following statement is required by federal law and regulations. As a participant in the Plan described in this booklet, you are entitled to certain rights and protection under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to: Examine, without charge, at the Plan Administrator's office and at other specified locations, such as work sites, all plan documents and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and plan descriptions. Obtain copies of all plan documents and other plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies. Obtain a statement telling you whether you have a right, under the Plan to receive a benefit and, if so, what your benefit would be. This statement must be requested in writing and is not required to be given more than once a year. The Plan must provide the statement free of charge. In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Associate benefit plan. The people who operate your plan, called "fiduciaries" of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied, in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan Administrator review and reconsider your claim, including the right to obtain copies of documents relating to the denial without charge, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file a suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110.00 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that plan fiduciaries misuse the plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 5 

 If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA or you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Area Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefit Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. Summary Plan Information The name of the severance plan is the American Italian Pasta Company Severance Plan for Senior Vice Presidents and above. The Plan is considered a "welfare plan" under the Employee Retirement Income Security Act of 1974 (ERISA). This Plan is effective May 2, 2006. The Plan is sponsored by: American Italian Pasta Company, Inc. Briarcliff One 400 North Mulberry Drive Kansas City, MO 64116-1696 The Internal Revenue Service has assigned American Italian Pasta Company, Inc. the employer identification number 84-1032638. The plan number assigned to the Plan is 507. The Compensation Committee of the Board of Directors of American Italian Pasta Company, Inc. is the Plan Administrator for the Plan under ERISA and can be contacted at the address set forth above. The Plan Administrator may delegate all or part of its duties and/or authority to any one or more persons or entities. The Plan and its records are not kept on a plan-year basis. Legal process can be served on American Italian Pasta Company, Inc. by directing such legal service to: Chief Legal Officer American Italian Pasta Company, Inc. Briarcliff One 400 North Mulberry Drive Kansas City, MO 64116-1696 6