2005 STOCK APPRECIATION RIGHTS AGREEMENT

1.

Exercise- Subject to the provisions of the Plan and the following terms, SAR Holder may exercise the SAR from time to time by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of shares under the SAR to be exercised. Upon the exercise of the SAR with respect to a share of Common Stock, the SAR Holder shall receive an amount from the Company which is equal to the excess of the fair market value on the date of exercise of a share of Common Stock over the Exercise Price of one share of Common Stock. Such amount to be paid to the SAR Holder will be in shares of Common Stock of the Company based on the fair market value of such shares on the date of exercise. All determinations of fair market value shall be made by the Corporate Governance and Compensation Committee of the Company’s Board of Directors in accordance with the Plan. In lieu of fractional shares, the amount to be paid upon exercise shall be rounded up to the nearest whole number of shares.

2.

When Exercisable - This SAR becomes exercisable at the rate of 33 1/3% of the total shares on each of September 29, 2008, 2009 and 2010. This SAR remains exercisable through September 28, 2015, unless SAR Holder is no longer employed by the Company, in which case the SAR is exercisable only if permitted by, and in accordance with, the provisions of paragraph 3 below.

3.

Accelerated Exercise - Notwithstanding the above, this SAR shall become exercisable before the normal exercise dates set forth in paragraph 2 above upon the occurrence of any of the events set forth below while SAR Holder is employed by the Company (hereinafter referred to as an “Accelerating Event”). This SAR shall become exercisable in full on the date of such Accelerating Event (except in the case of “a.” below), as set forth below, and shall remain exercisable for the periods also set forth below or until September 28, 2015, whichever occurs first. Thereafter, the unexercised portion of this SAR is forfeited and may not be exercised. An Accelerating Event may be any of the following:

4.

Forfeiture - This paragraph sets forth the circumstances under which this SAR will be forfeited. All shares not exercisable shall be forfeited upon the occurrence of any of the following events (any of which is referred to as a “Forfeiture Event”):

a.

SAR Holder is Terminated for Cause;

b.

SAR Holder voluntarily terminates prior to age 62;

c.

SAR Holder engages in competition with the Company; or

d.

SAR Holder engages in any of the following actions:

(i)

intentional misconduct in the performance of SAR Holder’s job with the Company or any subsidiary;

(ii)

being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary;

(iii)

pleading guilty or nolo contendere to any felony or any charge involving moral turpitude;

(iv)

misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property;

(v)

improperly disclosing material nonpublic information regarding the Company or any subsidiary;

(vi)

after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary;

(vii)

after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or

(viii)

inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary.

ACKNOWLEDGED

RALCORP HOLDINGS, INC.

AND ACCEPTED:

____________________________

BY:________________________

SAR Holder

C. G. Huber, Jr.

Secretary

____________________________

Date

____________________________

Location

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S.S.#