RALCORP HOLDINGS INC Contracts & Agreements

RALCORP HOLDINGS, INC. FOURTH SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 18, 2013 With Respect To Indenture dated as of August 4, 2008 and $577,500,000 7.29% Notes, due 2018... (Filed With SEC on January 24, 2013)

RALCORP HOLDINGS, INC. FOURTH AMENDMENT DATED AS OF JANUARY 18, 2013 With Respect To Note Purchase Agreements dated as of May 22, 2003 and $50,000,000 5.43% Senior Notes, Series... (Filed With SEC on January 24, 2013)

RALCORP HOLDINGS, INC. SECOND AMENDMENT DATED AS OF JANUARY 18, 2013 With Respect To Note Purchase Agreements dated as of May 28, 2009 and $50,000,000 7.45% Senior Notes, Series... (Filed With SEC on January 24, 2013)

AMENDMENT NO. 2 TO CREDIT AGREEMENT (Filed With SEC on January 24, 2013)

AGREEMENT AND PLAN OF MERGER dated as of November 26, 2012 among RALCORP HOLDINGS, INC., CONAGRA FOODS, INC. and PHOENIX ACQUISITION SUB INC. (Filed With SEC on November 29, 2012)

CONSENT (Filed With SEC on November 29, 2012)

AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER (Filed With SEC on November 29, 2012)

Re: Retention Bonus Award (Filed With SEC on November 29, 2012)

$250,000,000 CREDIT AGREEMENT dated as of August 30, 2012 among RALCORP HOLDINGS, INC., as Borrower THE LENDERS PARTY HERETO and GOLDMAN SACHS BANK USA, as Administrative Agent... (Filed With SEC on September 5, 2012)

Separation and Release Agreement (Filed With SEC on August 17, 2012)

Retirement and Release Agreement (Filed With SEC on July 6, 2012)

$300,000,000 AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2012 among RALCORP HOLDINGS, INC., as Borrower THE LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A., as... (Filed With SEC on May 4, 2012)

FORM OF 2012 NON-MANAGEMENT DIRECTOR STOCK APPRECIATION RIGHTS AGREEMENT (Filed With SEC on February 22, 2012)

FORM OF STOCK APPRECIATION RIGHTS AGREEMENT FORMESSRS. HUNT AND WILKINSON (Filed With SEC on February 22, 2012)

FORM OF STOCK APPRECIATION RIGHTS AGREEMENT (Filed With SEC on February 22, 2012)

FORM OF 2012 RALCORP HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT Hunt and Wilkinson Only (Filed With SEC on February 22, 2012)

FORM OF 2012 RALCORP HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT Officer Form (Filed With SEC on February 22, 2012)

Form of Cash-Based Long-Term Incentive Compensation Award Agreement - Officers (Filed With SEC on February 22, 2012)

Separation and DistributionAgreement by and among Ralcorp Holdings, Inc., Post Holdings, Inc. and Post Foods,LLC Dated as of February 2, 2012 Table of Contents (Filed With SEC on February 8, 2012)

EXCHANGE AGREEMENT (Filed With SEC on January 31, 2012)

$775,000,000 CREDIT AGREEMENT dated as of January 20, 2012 among RALCORP HOLDINGS, INC., as Borrower THELENDERS PARTY HERETO BARCLAYS BANK PLC, as Administrative Agent and... (Filed With SEC on January 24, 2012)

RALCORP HOLDINGS, INC. THIRD SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 17, 2012 With Respect To Indenture dated as of August 4, 2008 and $577,500,000 7.29% Notes, due 2018... (Filed With SEC on January 18, 2012)

RALCORP HOLDINGS, INC. THIRD AMENDMENT AND CONSENT DATED AS OF JANUARY 17, 2012 With Respect To Note Purchase Agreements dated as of May 22, 2003 and $50,000,000 5.43% Senior... (Filed With SEC on January 18, 2012)

RALCORP HOLDINGS, INC. FIRST AMENDMENT AND CONSENT DATED AS OF JANUARY 17, 2012 With Respect To Note Purchase Agreements dated as of May 28, 2009 and $50,000,000 7.45% Senior... (Filed With SEC on January 18, 2012)

AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (Filed With SEC on January 6, 2012)

AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (Filed With SEC on January 6, 2012)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on December 14, 2011)

$550,000,000 CREDIT AGREEMENT dated as of October 3, 2011 among RALCORP HOLDINGS, INC., as Borrower THELENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A., as Administrative Agent and... (Filed With SEC on December 14, 2011)

RESTRICTED UNIT AWARD AGREEMENT (Filed With SEC on September 27, 2011)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on August 12, 2011)

Shareholder Protection Rights Agreement (Filed With SEC on May 4, 2011)

Our ability to effectively manage the growth from acquisitions or continue to make acquisitions at the rate at which we have been acquiring in the past (Filed With SEC on November 30, 2009)

FORMOF 2009 RALCORP HOLDINGS, INC. CEORESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on October 15, 2009)

FORMOF 2009 RALCORP HOLDINGS, INC. NON-CEORESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on October 15, 2009)

FORM OF RESTRICTED STOCK AWARDAGREEMENT GRANTEDOCTOBER9, 2009 (Filed With SEC on October 15, 2009)

Ralcorp Holdings, Inc., the Guarantors that are party hereto and Deutsche Bank Trust Company Americas as Trustee ---------- Senior Secured Indenture Dated as of August 14, 2009... (Filed With SEC on August 17, 2009)

RALCORP HOLDINGS, INC. AND THE GUARANTORS PARTY HERETO 6.625% Notes due 2039 First Supplemental Indenture Dated as of August 14, 2009 DEUTSCHE BANK TRUST COMPANY AMERICAS, as... (Filed With SEC on August 17, 2009)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on August 17, 2009)

RALCORP HOLDINGS, INC. $300,000,000 6.625% Senior Notes due 2039 Purchase Agreement (Filed With SEC on August 17, 2009)

RalcorpHoldings, Inc. $50,000,0007.45% Senior Notes, Series 2009A, due May 28, 2019 $50,000,0007.60% Senior Notes, Series 2009B, due May 28, 2021 ______________ NotePurchase... (Filed With SEC on June 3, 2009)

AMENDMENTTO RESTRICTED STOCK AWARD AGREEMENTS FORRICHARD G. SCALISE (Filed With SEC on February 5, 2009)

FORMOF AMENDMENTTO NON-QUALIFIED STOCK OPTIONAGREEMENTS AND STOCKAPPRECIATION RIGHTS AGREEMENTS FORNON-EMPLOYEE DIRECTORS (Filed With SEC on February 5, 2009)

FORMOF AMENDMENTTO THE MANAGEMENTCONTINUITY AGREEMENT FORCO-CHIEF EXECUTIVE OFFICERS AND CORPORATE OFFICERS (Filed With SEC on February 5, 2009)

FORMOF AMENDMENT TORESTRICTED STOCK AWARD AGREEMENTS FORCORPORATE OFFICERS (Filed With SEC on February 5, 2009)

FORMOF AMENDMENTTO NON-QUALIFIED STOCK OPTIONAGREEMENTS AND STOCKAPPRECIATION RIGHTS AGREEMENTS (Filed With SEC on February 5, 2009)

AMENDED AND RESTATED RALCORP HOLDINGS, INC. INCENTIVE STOCK PLAN (Filed With SEC on December 1, 2008)

RALCORP HOLDINGS, INC. DEFERRED COMPENSATION PLAN (Filed With SEC on December 1, 2008)

RALCORP HOLDINGS, INC. EXECUTIVE SAVINGS INVESTMENT PLAN (Filed With SEC on December 1, 2008)

RALCORP HOLDINGS, INC. AMENDED AND RESTATED (Filed With SEC on December 1, 2008)

AMENDED AND RESTATED RALCORP HOLDINGS, INC. 2007 INCENTIVE STOCK PLAN (Filed With SEC on December 1, 2008)

FORM OF LONG-TERM CASH INCENTIVE AWARD AGREEMENT FOR CO-CHIEF EXECUTIVE OFFICER (Filed With SEC on December 1, 2008)

FORM OF LONG-TERM CASH INCENTIVE AWARD AGREEMENT FOR CORPORATE OFFICER (Filed With SEC on December 1, 2008)

AMENDMENTNO. 9 TO RECEIVABLES PURCHASE AGREEMENT (Filed With SEC on October 16, 2008)

FORM OF 2008 STOCKAPPRECIATION RIGHTS AGREEMENT (Filed With SEC on October 1, 2008)

FORM OF 2008 NON-MANAGEMENTDIRECTOR STOCK APPRECIATION RIGHTSAGREEMENT (Filed With SEC on October 1, 2008)

$400,000,000 CREDITAGREEMENT dated asof July 18,2008 among RALCORPHOLDINGS, INC., asBorrower THELENDERS PARTY HERETO JPMORGANCHASE BANK, N.A., asAdministrative Agent, Swingline... (Filed With SEC on August 11, 2008)

[FORM OF TRANSITION SERVICES AGREEMENT] (Filed With SEC on June 11, 2008)

W I T N E S S E T H : (Filed With SEC on June 11, 2008)

- 1 - (Filed With SEC on June 11, 2008)

[FORM OF PROJECT AGREEMENT]2 (Filed With SEC on June 11, 2008)

AMENDMENTNO. 8 TO RECEIVABLES PURCHASE AGREEMENT (Filed With SEC on May 8, 2008)

AMENDMENT ONE RALCORP HOLDINGS, INC. DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES (Filed With SEC on November 29, 2007)

AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT (Filed With SEC on November 29, 2007)

RMT TRANSACTION AGREEMENT between KRAFT FOODS INC., CABLE HOLDCO, INC., RALCORP HOLDINGS, INC., and RALCORP MAILMAN LLC Dated as of November 15, 2007 (Filed With SEC on November 20, 2007)

STOCK PURCHASE AGREEMENT dated as of October 18, 2006 among COTTAGE BAKERY, INC., RIVERGATE PARTNERS, L.P., JAMISON PARTNERS, L.P., TERRY R. KNUTSON AND ROSE KNUTSON, AS... (Filed With SEC on February 6, 2007)

2006 RESTRICTED STOCK AWARD AGREEMENT GRANTED SEPTEMBER 28, 2006 (Filed With SEC on December 13, 2006)

AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT (Filed With SEC on October 25, 2006)

RALCORP HOLDINGS, INC. DEFERRED COMPENSATION PLAN FOR NON-MANAGEMENT DIRECTORS (Amended and Restated Effective May 25, 2006) (Filed With SEC on August 8, 2006)

2006 AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT (Filed With SEC on May 9, 2006)

Ralcorp Holdings, Inc. Fourth Supplement to Note Purchase Agreements Dated as of December21, 2005 (Filed With SEC on February 9, 2006)

Ralcorp Holdings, Inc. Fifth Supplement to Note Purchase Agreements Dated as of December21, 2005 (Filed With SEC on February 9, 2006)

$150,000,000 CREDIT AGREEMENT AMONG RALCORP HOLDINGS, INC. as Borrower, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as... (Filed With SEC on February 9, 2006)

AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT (Filed With SEC on December 14, 2005)

RALCORP HOLDINGS, INC. DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES (Amended and Restated Effective January 1, 2005) RALCORP HOLDINGS, INC. DEFERRED COMPENSATION PLAN FOR KEY... (Filed With SEC on December 14, 2005)

RALCORP HOLDINGS, INC. EXECUTIVE HEALTH PLAN (Amended and Restated Effective as of January 1, 2001) GUARANTEE LIFE INSURANCE COMPANY (Filed With SEC on December 14, 2005)

RALCORP HOLDINGS, INC. EXECUTIVE LONG-TERM DISABILITY PLAN (Amended and Restated Effective as of October 1, 2005) RALCORP HOLDINGS, INC. EXECUTIVE LONG-TERM DISABILITY PLAN... (Filed With SEC on December 14, 2005)

RALCORP HOLDINGS, INC. RETIRED EXECUTIVE SURVIVOR BENEFIT PLAN (Amended and Restated Effective as of October 1, 2005) RALCORP HOLDINGS, INC. RETIRED EXECUTIVE SURVIVOR BENEFIT... (Filed With SEC on December 14, 2005)

RALCORP HOLDINGS, INC. EXECUTIVE SAVINGS INVESTMENT PLAN (Amended and Restated Effective January 1, 2005) RALCORP HOLDINGS, INC. EXECUTIVE SAVINGS INVESTMENT PLAN (Amended and... (Filed With SEC on December 14, 2005)

2005 STOCK APPRECIATION RIGHTS AGREEMENT (Filed With SEC on December 14, 2005)

2005 RESTRICTED STOCK AWARD AGREEMENT GRANTED JUNE 29, 2005 (Filed With SEC on August 9, 2005)

RALCORPHOLDINGS, INC. AMENDEDAND RESTATED 2002INCENTIVE STOCK PLAN SectionI. General Provisions (Filed With SEC on May 10, 2005)

2005NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on May 10, 2005)

2004 RESTRICTED STOCK AWARD AGREEMENT GRANTED JANUARY 2, 2004 (Filed With SEC on December 14, 2004)

2004 NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on December 14, 2004)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on March 22, 2004)

Exhibit 10.1 MANAGEMENT CONTINUITY AGREEMENT (Filed With SEC on February 17, 2004)

Exhibit 10.2 2003 AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT (Filed With SEC on February 17, 2004)

Exhibit 10.3 MANAGEMENT CONTINUITY AGREEMENT (Filed With SEC on February 17, 2004)

Exhibit 10.4 Ralcorp Holdings, Inc. and ING Life Insurance and Annuity Company ReliaStar Life Insurance Company The Prudential Insurance Company of America Thrivent Financial for... (Filed With SEC on February 17, 2004)

Exhibit 10.5 Ralcorp Holdings, Inc. and The Northwestern Mutual Life Insurance Company Teachers Insurance and Annuity Association of America Allstate Life Insurance Company... (Filed With SEC on February 17, 2004)

Exhibit 10.6 Ralcorp Holdings, Inc. and The Northwestern Mutual Life Insurance Company Teachers Insurance and Annuity Association of America The Equitable Life Assurance Society... (Filed With SEC on February 17, 2004)

PURCHASE AGREEMENT (Filed With SEC on December 8, 2003)

Wind Point Partners III, L.P. One Towne Square Suite 780 Southfield, Michigan 48076 December 2, 2003 (Filed With SEC on December 8, 2003)

R ALCORP H OLDINGS, I NC. $150,000,000 Floating Rate Senior Notes, Series A, due May 22, 2010 ______________ N OTE PURCHASE AGREEMENT _____________ Dated May 22, 2003 TABLE OF... (Filed With SEC on August 14, 2003)

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RALCORP HOLDINGS INC Contracts & Agreements