Second Amendment to Engagement Letter between American Italian Pasta Company and Alvarez & Marsal, LLC (March 21, 2007)

Producers of the World's Finest Pasta ========================

 March 21, 2007 James P. Fogarty Managing Director Alvarez & Marsal, LLC 600 Lexington Avenue 6th Floor New York, NY 10022 Re: Letter Agreement of September 28, 2005, as amended Dear Jim: This letter (the "Second Amendment") addresses various matters related to the engagement letter dated September 28, 2005, as amended March 10, 2006, (the "Letter") between Alvarez & Marsal, LLC ("A&M") and American Italian Pasta Company (the "Company"). Upon execution hereof by each of the parties below, this Second Amendment will further amend the Letter. Paragraph 1(a)(iii) of the Letter states that the staffing levels, after the Phase One Review (as defined herein), will be agreed with the Company's board of directors (the "Board") or its designees. A&M acknowledges and agrees that the staffing levels, committed personnel and related fees for the remainder of calendar year 2007 will be managed by A&M to minimize the expense to AIPC and in any event will not exceed $225,000.00 per month. Paragraph 2(a) of the Letter states that the billing rates of Mr. Fogarty and the other A&M personnel "shall be subject to adjustment annually on January 1, to the extent that the Company and A&M agree." The current billing rate for Mr. Fogarty is $600 per hour. The current hourly billing rates for other A&M personnel, by position held at A&M, are Director: $375-500; Associate: $275-375; and Analyst: $200-275. The Company and A&M agree to maintain these same billing rates for all of these positions during calendar year 2007. In addition, A&M and the Company agree that A&M will be eligible for certain incentive compensation related to the achievement of the financial results by the Company as described below. In no event will any incentive compensation be due A&M unless the Company's fiscal year 2005 Annual Report on Form 10-K has been filed with the SEC, and with Mr. Fogarty signing such Report and all included certifications as principal executive officer of the Company, or making himself available to sign such Report and all included certifications as principal executive officer of the Company. The incentive compensation will be based on both (1) the extent to which the Company achieves FY 2007 EBITDA and cash flow targets (both as defined for purposes of the Company's executive incentive plan for FY 2007) and (2) the date through which A&M continues to be engaged by the Company. ================================================================================ American Italian Pasta Company Briarcliff One, 4100 North Mulberry Drive, Suite 200, Kansas City, MO 64116 Phone: 816 ###-###-#### Toll-free ###-###-#### Fax: 816 ###-###-#### 

 The Initial Incentive Payment will be calculated as shown in the following table: Initial Incentive Payment Calculation EBITDA Measure Incentive Payment Range [redacted] $0 [redacted] $292,000 - $400,000 * [redacted] $400,000 - $520,000 * [redacted] $520,000 Cash Flow Measure Incentive Payment Range [redacted] $0 [redacted] $292,000 - $400,000 * [redacted] $400,000 - $520,000 * [redacted] $520,000 * simple pro-ration Once the Initial Incentive Payment is determined following the completion of the Company's 2007 fiscal year, the Final Incentive Payment Amount will be determined by multiplying the Initial Incentive Payment by a percentage determined by the date through which A&M continues to be engaged hereunder, as follows: Percentage Multiplier = A / B where A = The number of business days from January 2, 2007 through the date on which A&M's engagement ends; and B = 250, which is the agreed number of business days in calendar year 2007. [paragraph redacted] 

 If the foregoing is acceptable to you, please sign this letter to acknowledge your agreement with its terms. Sincerely, American Italian Pasta Company By: /s/ William R. Patterson ------------------------------------- William R. Patterson Chairman Accepted and Agreed: Alvarez & Marsal, LLC By: /s/ James P. Fogarty -------------------------------- James P. Fogarty Managing Director