Post Holdings, Inc. (Form: 8-K, Received: 02/02/2012 17:14:21)

Date: February 2, 2012

Post Holdings, Inc.

(Registrant)

/s/ Jeff A. Zadoks

Name: Jeff A. Zadoks

Title: Corporate Controller

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): February 1, 2012

Post Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri

1-35305

45-3355106

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

2503 S. Hanley Road

St. Louis, Missouri 63144

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code (314) 644-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4 under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K relates to certain actions taken with respect to the previously announced distribution (the “ Distribution ”), effective as of February 3, 2012, at 11:59 p.m. (the “ Distribution Date ”) to holders of record of common stock of Ralcorp Holdings, Inc., a Missouri corporation (“ Ralcorp ”), at 5:00 p.m., Eastern time, on January 30, 2012, of one share of common stock of Post Holdings, Inc. (the “ Company ” or “ Post ”) for every two shares of Ralcorp common stock; provided that, among other things, if certain conditions have not been satisfied or waived on the Distribution Date, the Distribution Date may be extended by Ralcorp until the conditions are satisfied or waived, with the effective time of the Distribution, following satisfaction or waiver of such conditions, being referred to herein as the “ Effective Time .”

On January 30, 2012, the Company filed the Information Statement dated January 27, 2012 related to the Distribution (the “ Information Statement ”) as Exhibit 99.1 to the Company’s Current Report on Form 8-K (Film No. 12553472), which Information Statement is listed as Exhibit 99.1 hereto.

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 3.03 is hereby incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

On February 1, 2012, the Board of Directors of the Company (the “Board”) declared a dividend distribution of one preferred stock purchase right (a “ Right ”) for each outstanding share of Common Stock, par value $0.01 per share, of the Company (the “ Common Stock ”). The dividend distribution is payable on the date of the Effective Time of the Distribution to Ralcorp as the sole shareholder of record of the Common Stock issued and outstanding at such time (the “ Rights Record Date ”), which date also serves as the record date for such dividend. Except as set forth below, each Right entitles the registered holder to purchase from the Company one one-ten thousandth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “ Preferred Stock ”) at a price of $100.00 per one one-ten thousandth of a share of Preferred Stock (the “ Purchase Price ”), subject to adjustment. The description and terms of the Rights are set forth in a Shareholder Protection Rights Agreement (the “ Rights Agreement ”) between the Company and Computershare Trust Company, N.A., as Rights Agent (the “ Rights Agent ”). On February 1, 2012, the Board also adopted a Certificate of Designations for the Preferred Stock (the “ Certificate of Designations ”).

tender offer or exchange offer, without the prior written consent of the Company, by a person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company) which, upon consummation, would result in such person’s beneficial ownership of 15% or more of the outstanding shares of the common stock (the earlier of the dates in clause (i) or (ii) above being called the “ Rights Distribution Date ”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Rights Record Date, by such Common Stock certificates.

The Rights Agreement provides that, until the Rights Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Rights Distribution Date (or earlier redemption, exchange or expiration of the Rights), new Common Stock certificates issued after the Rights Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Rights Distribution Date (or earlier redemption, exchange or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Rights Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Rights Distribution Date, separate certificates evidencing the Rights (“ Right Certificates ”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate certificates alone will then evidence the Rights.

The Rights are not exercisable until the Rights Distribution Date. The Rights will expire, if not previously exercised, on the tenth anniversary of the date of the Rights Agreement (the “ Final Expiration Date ”), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company.

The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution in the case of specified events, including (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above).

The number of outstanding Rights and the number of one one-ten thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date.

distributions, whether or not declared. Each share of Preferred Stock will have 10,000 votes per share, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 10,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock’s dividend and liquidation rights, the value of the one one-ten thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.

If any person or group (other than the Company, any subsidiary of the Company or any employee benefit plan of the Company or any Excepted Person) acquires beneficial ownership of 15% or more of the Common Stock without the prior written consent of the Board of Directors, each Right, except those held by such persons, would entitle each holder of a Right to acquire such number of shares of the Common Stock as shall equal the result obtained by multiplying the then current Purchase Price by the number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by 50% of the then current per-share market price of Common Stock.

If any person or group (other than the Company, any subsidiary of the Company or any employee benefit plan of the Company or any Excepted Person) acquires more than 15% but less than 50% of the outstanding Common Stock without prior written consent of the Board of Directors, each Right, except those held by such persons, may be exchanged by the Board of Directors for one share of Common Stock.

For purposes of the foregoing, an “ Excepted Person ” means any person who is the beneficial owner of more than 15% of the Common Stock prior to the first public announcement of the adoption of the Agreement; provided, however, that if any Excepted Person shall, after such date, become the beneficial owner of any additional shares of Common Stock (not including any stock dividend, rights dividend, stock split or similar transaction effected by the Company in which all holders of Common Stock are treated equally) representing more than 1.0% of the Common Stock outstanding, that Excepted Person shall be deemed to be an Acquiring Person and all shares of Common Stock beneficially owned by an Excepted Person shall be counted for purposes of determining whether the Excepted Person is an Acquiring Person; provided, further, that such Excepted Person shall cease to be an Excepted Person immediately at such time as such Person ceases to be the beneficial owner of more than 15% of the Common Stock then outstanding. For purposes of the Rights Agreement, at any time before the Spin-Off (as defined in the Rights Agreement), a Person shall be deemed to be the beneficial owner of the shares of Common Stock (x) distributable to such Person in the Spin-Off or (y) distributable or transferable to such Person as a result of when-issued trading in the Common Stock before the Spin-Off, and Ralcorp shall not be deemed to be the beneficial owner of any shares of Common Stock before the Spin-Off (and, for avoidance of doubt, is considered an Excepted Person following the Spin-Off if it beneficially owns more than 15% of the Common Stock outstanding immediately after the Spin-Off).

power is sold in one or several transactions, each Right would entitle the holders thereof (except for the Acquiring Person) upon exercise to receive such number of shares of the acquiring company’s common stock as shall be equal to the result obtained by multiplying the then current Purchase Price by the number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by 50% of the then current market price per share of the common stock of the acquiring company on the date of such merger or other business combination transaction.

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-ten thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise.

At any time prior to the date an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “ Redemption Price ”). The redemption of the Rights may be made effective at such time, on such basis, in such form, and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

The terms of the Rights may be amended by the Board without the consent of the holders of the Rights in any manner which it may deem necessary or desirable; provided, however, that the after such time as any person becomes an Acquiring Person, the Company may supplement or amend the Rights Agreement to make such changes (i) that shall not materially adversely affect the interests of the holders of Rights or (ii)(a) in order to cure any ambiguity; (b) to correct or supplement any provision contained in the agreement that may be inconsistent with any other provisions or otherwise defective, or (c) subject to certain exceptions, to shorten or lengthen any time period therein.

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

The foregoing description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and Certificate of Designations, which are filed as Exhibits 4.1 and 3.3, respectively, which exhibits are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors; Election of Directors

On February 1, 2012, and effective upon effectiveness of the Restated Articles (as defined in Item 5.03 below), the Board appointed, and Ralcorp, as sole shareholder of the Company, elected Gregory A. Billhartz as a Class I director, which class will stand for election in January 2013; Kevin J. Hunt as a Class II director, which class will stand for election in January 2014; and Scott D. Monette as a Class III director, which class will stand for election in January 2015; provided, that

each of Messrs. Billhartz, Hunt, and Monette concurrently tendered their resignations from the Board, effective as of the Effective Time (as defined in the Explanatory Note above).

Also on February 1, 2012, the Board set the total number of members of the board at nine, effective as of the Effective Time, and the Board and Ralcorp, as sole shareholder of the Company, elected David R. Banks, Terence E. Block, Jay W. Brown, Edwin H. Callison, Gregory L. Curl, William H. Danforth, Robert E. Grote, David P. Skarie and William P. Stiritz, as members of the Board until such person’s successor shall have been duly elected and qualified, such election being effective as of the Effective Time. Biographical information about the directors, as well as the Company’s current executive officers, was contained in the Information Statement under the section entitled “Corporate Governance and Management – Our Directors and Executive Officers.”

Effective as of the Effective Time, the Board appointed, and Ralcorp, as sole shareholder of the Company, elected, Messrs. Curl, Danforth, and Skarie as Class I directors; Messrs. Banks, Block, and Grote as Class II directors; and Messrs. Brown, Callison and Stiritz as Class III directors.

Effective as of the Effective Time, the Board appointed William P. Stiritz as Chairman of the Board.

The Board determined that Messrs. Banks, Brown, Callison, Curl, Danforth and Grote are independent under the applicable standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.

Committees of the Board of Directors

Effective as of the Effective Time, the Board created the following committees:

Audit Committee

The Board created the Audit Committee and appointed Mr. Callison to serve as Chairman, and Messrs. Banks and Curl to serve as members. The Board determined that each member of the Audit Committee is independent for purposes of the SEC’s rules governing the independence of audit committee members.

Corporate Governance and Compensation Committee

The Board created the Corporate Governance and Compensation Committee, and appointed Mr. Brown to serve as Chairman, and Messrs. Danforth and Grote to serve as members.

Executive Committee

The Board created the Executive Committee and appointed Mr. Stiritz to serve as Chairman and Messrs. Block and Skarie to serve as members.

Strategy and Financial Oversight Committee

The Board created the Strategy and Financial Oversight Committee and appointed Mr. Stiritz to serve as Chairman, and Messrs. Curl, Block and Brown to serve as members.

Descriptions of the committees are contained in the Information Statement under the section entitled “Corporate Governance and Management—Committees of the Board of Directors.”

Management Continuity and Indemnification Agreements

On February 1, 2012, the Board and Ralcorp, in its capacity as the Company’s sole shareholder, approved a form of Management Continuity Agreement that is expected to be entered into with certain of the Company’s officers as determined by the Board. A description of certain material provisions of the form of Management Continuity Agreement can be found in the Information Statement under the section entitled “Executive Compensation—Compensation Discussion and Analysis—Management Continuity Agreements,” which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the form of Management Continuity Agreement filed as Exhibit 10.1 hereto, which exhibit is incorporated by reference.

Also on February 1, 2012, the Board and Ralcorp, in its capacity as the Company’s sole shareholder, approved a form of Indemnification Agreement to be entered into with each of the Company’s executive officers and directors. A description of certain material provisions of the form of Indemnification Agreement can be found in the Information Statement under the section entitled “Indemnification of Directors and Officers,” which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement filed as Exhibit 10.2 hereto, which exhibit is incorporated by reference.

Adoption of Compensation Plans

On February 1, 2012, effective as of the Effective Time, the Board and Ralcorp, in its capacity as the Company’s sole shareholder, approved the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “ LTIP ”). In general, the LTIP provides opportunities for key executives to receive options and other stock based awards. A description of the terms of the LTIP can be found in the Information Statement under the section entitled “Executive Compensation—Compensation Discussion and Analysis—Elements of the Compensation Program—Long-Term Compensation,” which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the form of LTIP filed as Exhibit 10.3 hereto, which exhibit is incorporated by reference.

Also on February 1, 2012, the Board approved the following form of awards agreements under the LTIP: (i) Form of Stock Appreciation Rights Agreement, attached hereto as Exhibit 10.4; (ii) Form of Non-Qualified Stock Option Agreement, attached hereto as Exhibit 10.5; (iii) Form of Non-Management Director Stock Appreciation Rights Agreement, attached hereto as Exhibit 10.6; and (i) Form of Non-Management Director Non-Qualified Stock Option Agreement, attached hereto as Exhibit 10.7.

The Form of Stock Appreciation Rights Agreement is to be used to grant stock appreciation rights to employees of the Company (“ Employee SAR ”). An Employee SAR will entitle the awardee to the amount by which the fair market value of the stock underlying the Employee SAR exceeds the exercise price of that Employee SAR on the date of exercise. An Employee SAR becomes

exercisable with respect to one-third of the shares subject to such Employee SAR on each of the first three anniversaries of the date of grant of such option, provided that the awardee is employed by the Company on such anniversary. Employee SARs also become immediately exercisable for a specified period of time following the occurrence of certain accelerating events, which include death, disability, voluntary termination of employment after age 62, involuntary termination of employment, or a change in control of the company. Employee SARs are forfeited upon an awardee’s termination for cause, voluntary termination of employment prior to age 62, engagement in competition with the Company, and certain other actions, provided that an awardee may continue to exercise an Employee SAR during the seven day period following an event causing forfeiture (provided the stock appreciation right does not earlier expire). An Employee SAR expires ten years following its date of grant.

The Form of Non-Qualified Stock Option Agreement is to be used to grant non-qualified stock options to employees of the Company (“ Employee Option ”). An Employee Option will entitle the awardee to receive shares of Company common stock upon exercise provided the awardee pays the exercise price (generally the fair market value on the date of grant of the Employee Option) for such shares. The exercise price of an Employee Option can be payable in cash, or if the Company’s Compensation Committee permits, through net exercise, cashless exercise, or other acceptable exercise method. The Form of Non-Qualified Stock Option Agreement contains exercisability, forfeiture, and expiration terms that are similar to the terms of in the Form of Stock Appreciation Rights Agreement.

The Form of Non-Management Director Stock Appreciation Rights Agreement is to be used to grant stock appreciation rights to non-management directors of the Company (“ Director SAR ”). A Director SAR will entitle the awardee to the amount by which the fair market value of the stock underlying the Director SAR exceeds the exercise price of that Director SAR on the date of exercise. A Director SAR becomes fully exercisable on the third anniversary of the date of its grant. Director SARs also become immediately exercisable for a specified period of time following the occurrence of certain accelerating events, which include death, voluntary termination due to mental or physical impairment, voluntary termination or retirement after age 72, voluntary termination generally, expiration of the Director SAR holder’s term on the Board without re-election, or a change in control of the company. Director SARs are forfeited upon an awardee’s removal from the Board for cause. A Director SAR expires ten years following its date of grant.

The Form of Non-Management Director Non-Qualified Stock Option Agreement is to be used to grant non-qualified stock options to non-management directors of the Company (“ Director Option ”). A Director Option will entitle the awardee to receive shares of Company common stock upon exercise provided the awardee pays the exercise price (generally the fair market value on the date of grant of the Director Option) for such shares. The exercise price of a Director Option can be payable in cash, or if the Company’s Compensation Committee permits, through net exercise, cashless exercise, or other acceptable exercise method. The Form of Non-Management Director Non-Qualified Stock Option Agreement contains exercisability, forfeiture, and expiration terms that are similar to the terms of in the Form of Non-Management Director Stock Appreciation Rights Agreement.

Also on February 1, 2012, the Board approved amendments to the Post Holdings, Inc. Deferred Compensation Plan for Key Employees (the “ DCP for Key Employees ”), and the Post Holdings, Inc. Executive Savings Investment Plan (the “ XSIP ”) to authorize a total of 1,000,000 shares of

common stock for issuance under each of the DCP for Key Employees and the XSIP, and Ralcorp, in its capacity as the Company’s sole shareholder, approved such plans. In general, each of the DCP for Key Employees and XSIP provide opportunities for key executives to defer current compensation. A description of the terms of the DCP for Key Employees and XSIP can be found in the Information Statement under the section entitled “Executive Compensation—Elements of the Compensation Program—Compensation Discussion and Analysis—Deferred Compensation,” which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the DCP for Key Employees and the XSIP, which are filed as Exhibits 10.8 and 10.9, respectively, which exhibits are incorporated herein by reference.

Also on February 1, 2012, the Company adopted the Post Holdings, Inc. Supplemental Retirement Plan (the “ SRP ”). In general, the SRP provides additional retirement benefits to certain management and key employees. A description of the terms of the SRP can be found in the Information Statement under the section entitled “Executive Compensation—Elements of the Compensation Program—Compensation Discussion and Analysis—Deferred Compensation,” which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the form of SRP filed as Exhibit 10.10 hereto, which exhibit is incorporated by reference .

Also on February 1, 2012, the Board approved amendments to the Post Holdings, Inc. Deferred Compensation Plan for Non-Management Directors (the “ DCP for Non-Management Directors ”), to authorize a total of 1,000,000 shares of common stock for issuance under the plan, and Ralcorp, in its capacity as the Company’s sole shareholder, approved such plan. In general, the DCP for Non-Management Directors provides opportunities for non-management directors to defer current compensation. A description of the terms of the DCP for Non-Management Directors can be found in the Information Statement under the section entitled “Corporate Governance and Management—Director Compensation,” which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the form of DCP for Non-Management Directors filed as Exhibit 10.11 hereto, which exhibit is incorporated by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 1, 2012, the Board and Ralcorp, as sole shareholder of the Company, approved the Amended and Restated Articles of Incorporation of the Company (the “ Restated Articles ”), which became effective on February 2, 2012. The Restated Articles are filed as Exhibit 3.1.

Also on February 1, 2012, the Board approved the amendment and restatement of the bylaws of the Company (the “ Bylaws ”). The Bylaws, which became effective on February 2, 2012, are filed as Exhibit 3.2.

A description of the material provisions of the Restated Articles and Bylaws can be found in the Information Statement under the section entitled “Description of Capital Stock” in the Information Statement, which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the Restated Articles and the Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, which exhibits are incorporated herein by reference.

The information contained in Item 3.03 is incorporated by reference herein.

Item 5.05. Amendments to the Registrant’s Code Of Ethics, or Waiver of a Provision of the Code of Ethics.

On February 1, 2012, the Board adopted Corporate Governance Guidelines, a Director Code of Ethics and Standards of Business Conduct for Officers and Employees, copies of which are available on the Corporate Governance portion of the Company’s web site at www.postfoods.com . Information on such web site does not constitute part of this document.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

See Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation of the Company.

3.2		Amended and Restated Bylaws of the Company.

3.3		Certificate of Designations for Series A Junior Participating Cumulative Preferred Stock.

4.1		Shareholder Protection Rights Agreement with Computershare Trust Company, N.A., as rights agent, dated February 2, 2012.

10.1		Form of Management Continuity Agreement (incorporated by reference to Exhibit 10.4 to Amendment No. 2 to the Company’s Form 10, filed January 9, 2012).

10.2		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 4 to the Company’s Form 10, filed January 25, 2012).

10.3		Post Holdings, Inc. 2012 Long-Term Incentive Plan.

10.4		Form of Stock Appreciation Rights Agreement.

10.5		Form of Non-Qualified Stock Option Agreement.

10.6		Form of Non-Management Director Stock Appreciation Rights Agreement.

10.7		Form of Non-Management Director Non-Qualified Stock Option Agreement.

10.8		Post Holdings, Inc. Deferred Compensation Plan for Key Employees, as amended.

10.9		Post Holdings, Inc. Executive Savings Investment Plan, as amended.

10.10		Post Holdings, Inc. Supplemental Retirement Plan.

10.11		Post Holdings, Inc. Deferred Compensation Plan for Non-Management Directors, as amended.

99.1		Information Statement, dated January 27, 2012 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed January 30, 2012 (Film No. 12553472)).

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

POST HOLDINGS, INC.

* * *

ARTICLE ONE

The name of the corporation (herein referred to as the “Corporation”) is Post Holdings, Inc.

ARTICLE TWO

The name and address of the Corporation’s registered agent in Missouri is CT Corporation System, 120 South Central Avenue, Clayton, Missouri 63105.

ARTICLE THREE – AUTHORIZED SHARES

CLASSES AND NUMBER OF SHARES

The aggregate number of shares of capital stock which the Corporation is authorized to issue is 350,000,000 shares, consisting of:

(i)

300,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”); and

(ii)

50,000,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”).

NO PREEMPTIVE RIGHTS

All preemptive rights are hereby denied, so that none of the Common Stock, the Preferred Stock or any other security or securities of the Corporation shall carry with it and no holder or owner of any Common Stock, Preferred Stock or any other security or securities of the Corporation shall have any preferential or preemptive right to acquire any additional shares of Common Stock, Preferred Stock or any other security or securities of the Corporation.

NO CUMULATIVE VOTING

All cumulative voting rights are hereby denied, so that none of the Common Stock, the Preferred Stock or any other security or securities of the Corporation shall carry with it and no holder or owner of any Common Stock, Preferred Stock or any other security of the Corporation shall have any right to vote cumulatively in the election of directors or for any other purpose.

TERMS OF PREFERRED STOCK

The terms of the shares of each series of Preferred Stock shall be as stated and expressed in these Amended and Restated Articles of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issuance of such series of Preferred Stock adopted by the Board of Directors. Subject to the requirements of the GBCL and the provisions of these Amended and Restated Articles of Incorporation, the Board

of Directors is expressly authorized to cause any number of authorized and undesignated shares of Preferred Stock to be issued from time to time in one or more series of Preferred Stock with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, if any, as the Board of Directors may fix by resolution or resolutions, prior to the issuance of any shares of such series of Preferred Stock, each of which series may differ from any and all other series, including, without limiting the generality of the foregoing, the following:

(i)

The number of shares constituting such series of Preferred Stock and the designations thereof;

(ii)

The dividend rate, if any, on the shares of such series of Preferred Stock, whether and the extent to which any such dividends shall be cumulative or non-cumulative, the relative rights of priority, if any, of payments of any dividends, and the time at which, and the terms and conditions on which, any dividends shall be paid;

(iii)

The right, if any, of the holders of such series of Preferred Stock to vote and the manner of voting, except as may otherwise be provided by the GBCL and the provisions of these Amended and Restated Articles of Incorporation;

(iv)

Whether or not the shares of such series shall be made convertible into or exchangeable for other securities of the Corporation, including shares of the Common Stock or shares of any other series of the Preferred Stock, now or hereafter authorized, the price or prices or the rate or rates at which conversion or exchange may be made, any provision for future adjustment in the conversion or exchange rate, and the terms and conditions upon which the conversion or exchange right shall be exercised;

(v)

The redemption or purchase price or prices of the shares of the series of Preferred Stock, if any, and the times at which, and the terms and conditions under which, the shares of such series Preferred Stock may be redeemed or purchased;

(vi)

The terms of the sinking fund, if any, to be provided for such series of Preferred Stock, and the terms and amount of any such sinking fund;

(vii)

The rights of the holders of shares of such series of Preferred Stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority, if any, of such holders with respect thereto;

(viii)

From time to time to include additional authorized and undesignated shares of Preferred Stock in such series; and

(ix)

Any other relative powers, preferences and rights, and any qualifications, limitations or restrictions thereof, of such series of Preferred Stock.

ARTICLE FOUR – INCORPORATOR

The name and place of residence of the incorporator of the Corporation is G. A. Billhartz, 800 Market Street, Suite 2900, St. Louis, Missouri 63101.

ARTICLE FIVE – DIRECTORS

Number and Classification

The number of directors to constitute the initial Board of Directors of the Corporation shall be three. Hereafter, the number of directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation, but shall not be less than three. Any changes in the number of directors shall be reported to the Secretary of State of Missouri within the time periods required by the GBCL. The directors shall be divided into three (3) classes, as nearly equal in number as reasonably possible, except that one class may be one greater or one less in number than the other two classes. At each annual meeting of shareholders, successors to the class of directors whose term expires at that annual meeting shall be elected for a three (3) year term (and until their respective successors shall have been elected and qualified in each class or until their earlier death, resignation or removal), so that the term of one class of directors shall expire in each year. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock of the Corporation, other than shares of Common Stock, shall have the right, voting separately by class or series, to elect directors, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the terms of these Amended and Restated Articles of Incorporation or any Certificate of Designation thereunder applicable thereto; and such directors so elected shall not be divided into classes pursuant to this Article Five unless expressly provided by such terms. As used in these Amended and Restated Articles of Incorporation, the term “entire Board of Directors” means the total number of directors fixed by, or in accordance with, these Articles of Incorporation and the Bylaws of the Corporation.

Removal of Directors

At a meeting called expressly for that purpose, one or more members of the Board of Directors may be removed only for cause and only by the affirmative vote of a least (i) two-thirds of all members of the Corporation’s Board of Directors, and (ii) two-thirds of all of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class (such vote being in addition to any required class or other vote). Whenever the holders of the shares of any class are entitled to elect one or more directors, the provisions of this Article shall apply in respect of the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to vote the holders of the outstanding shares as a whole. In addition, any director may be removed from office by the affirmative vote of a majority of the entire Board of Directors at any time prior to the expiration of the director’s term of office, as provided by law, in the event that the director fails, at the time of removal, to meet any qualifications stated in the Bylaws of the Corporation for election as a director or shall be in breach of any agreement between the director and the Corporation relating to the director’s service as a director or employee of the Corporation.

Vacancies

Subject to the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, any vacancies in the Board of Directors which occur for any reason prior to the expiration of the term of office of the class in which the vacancy occurs, including vacancies which occur by reason of an increase in the number of directors, may be filled only by the Board of Directors, acting by the affirmative vote of a majority of the remaining directors then in office (although less than a quorum), until the next election of directors by the shareholders of the Corporation.

Amendment

This Article Five may be amended, altered, changed or repealed only upon the affirmative vote of not less than two-thirds of all of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors voting together as a single class; provided, however, that whenever the holders of shares of any class are entitled to elect one or more directors, such amendment, alternation, change or repeal shall also require the affirmative vote of not less than two-thirds of the outstanding shares of each such class entitled to vote at such meeting.

ARTICLE SIX – TERM OF EXISTENCE

The Corporation shall have a perpetual existence.

ARTICLE SEVEN – PURPOSES

The purposes of the Corporation are to engage in any lawful act or activity for which a corporation now or hereafter may be organized under the GBCL.

ARTICLE EIGHT – BYLAWS

The Bylaws of the Corporation may be amended, altered, changed or repealed, and a provision or provisions inconsistent with the provisions of the Bylaws as they may exist from time to time may be adopted, only by a vote of two-thirds of all of the members of the Board of Directors.

ARTICLE NINE – CERTAIN BUSINESS COMBINATIONS

Approval

The approval of any Business Combination shall, in addition to any affirmative vote otherwise required by the GBCL, require the recommendation of the Board of Directors and the affirmative vote of the holders of not less than 85% of all of the outstanding shares of the capital stock of the Company then entitled to vote at a meeting of shareholders called for such purpose of which an Interested Shareholder is not the Beneficial Owner; provided, however, that, notwithstanding the foregoing, any such Business Combination may be approved on any affirmative vote required by the GBCL if:

(a)

There are one or more Continuing Directors and the Business Combination shall have been approved by a majority of them; or

(b)

(1) The consideration to be received by shareholders of each class of stock of the Corporation shall be in cash or in the same form as the Interested Shareholder and its affiliates have previously paid for a majority of the shares of such class of stock owned by the Interested Shareholder; and (2) the cash, or Market Value of the property, securities or other shareholders of each class of stock of the Corporation in the Business Combination is not less than the higher of:

(i)

the highest per share price paid by the Interested Shareholder for the acquisition of any shares of such class in the two years immediately preceding the announcement date of the Business Combination, with appropriate adjustments for stock splits, stock dividends and like distributions, or

(ii)

the Market Value of such shares, on the date the Business Combination is approved by the Board of Directors.

Definitions

(a)

For purposes of this Article Nine, any terms not otherwise defined herein shall have the meanings set forth in Section 351.459 of the GBCL as in effect on the date these Amended and Restated Articles of Incorporation become effective.

(b)

The term “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is not an Affiliate or Associate of the Interested Shareholder and who was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Continuing Director if the successor is not an Affiliate or Associate of the Interested Shareholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors.

Amendment

This Article Nine may be amended, altered, changed or repealed only upon the affirmative vote of not less than 85% of all the outstanding shares of capital stock of the Corporation entitled to vote at a meeting called for such purpose of which an Interested Shareholder is not the Beneficial Owner; provided, however, that this Article may be amended, altered, changed or repealed upon the affirmative vote required by the GBCL, if such amendment, alternation, change or repeal has been approved by a majority of the Board of Directors, if there is not an Interested Shareholder, or if there is an Interested Shareholder, by a majority of the Continuing Directors.

Article Inapplicable to Ralcorp Holdings, Inc.

This Article Nine shall not apply to any transactions with Ralcorp Holdings, Inc, a Missouri corporation or its subsidiaries, in connection with the Separation and Distribution Agreement by and among Ralcorp, the Corporation and Post Foods, LLC, a Delaware limited liability company, or any agreement or matter provided for therein or contemplated thereby.

ARTICLE TEN – INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Actions Involving Directors and Officers

The Corporation shall indemnify each person (other than a party plaintiff suing on his or her behalf or in the right of the Corporation) who at any time is serving or has served as a director or officer of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law. Without limiting the generality of the foregoing, the Corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his or her behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

Actions Involving Employees or Agents

1. Permissive Indemnification. The Corporation may, if it deems appropriate and as may be permitted by this Article Ten, indemnify any person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation) who at any time is serving or has served as an employee or agent of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law or to such lesser extent as the Corporation, in its discretion, may deem appropriate. Without limiting the generality of the foregoing, the Corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

2. Mandatory Indemnification. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section B.1 of this Article Ten, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by him or her in connection with the action, suite or proceeding.

Determination of Right to Indemnification in Certain Circumstances

Any indemnification required under Section A of this Article Ten or authorized by the Corporation in a specific case pursuant to Section B of this Article Ten (unless ordered by a court) shall be made by the Corporation unless a determination is made reasonably and promptly that indemnification of the director, officer, employee or agent is not proper under the circumstances because he or she has not met the applicable standard of conduct set forth in or established pursuant to this Article Ten. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by majority vote of the shareholders; provided that no such determination shall preclude an action brought in an appropriate court to challenge such determination.

Standard of Conduct

Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article Ten (including without limitation pursuant to any agreement entered into pursuant to Section G of this Article Ten) from or on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The Corporation may (but need not) adopt a more restricted standard of conduct with respect to the indemnification of any employee or agent of the Corporation.

Advance Payment of Expenses

Expenses incurred by a person who is or was a director or officer of the Corporation in defending a civil or criminal action, suit, proceeding or claim shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim, and expenses incurred by a person who is or was an employee or agent of the Corporation in defending a civil or criminal action, suit, proceeding or claim may be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim as authorized by or at the direction of the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in or pursuant to this Article Ten.

Rights Not Exclusive

The indemnification and other rights provided by this Article Ten shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, and the Corporation is hereby specifically authorized to provide such indemnification and other rights by any agreement, vote of shareholders or disinterested directors or otherwise.

Indemnification Agreements Authorized

Without limiting the other provisions of this Article Ten, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law. Any agreement entered into by the Corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with other directors.

Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was otherwise serving on behalf of the Corporation in any capacity or at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit) against any claim, liability or expense asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article Ten.

Certain Definitions

For the purpose of this Article Ten:

(i)

Any director, officer, employee or agent of the Corporation who shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or more of the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances when any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or

other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as a director, officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service.

(ii)

References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise shall stand in the same position under the provisions of this Article Ten with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity.

(iii)

The term “other enterprise” shall include, without limitation, employee benefit plans and voting or taking action with respect to stock or other assets therein; the term “serving at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee or agent of a corporation which imposes duties on , or involves services by, a director, officer, employee or agent of the Corporation with respect to any employee benefit plan, its participants, or beneficiaries; and unless a person’s conduct in connection with an employee benefit plan is finally adjudicated to have been knowingly fraudulent, deliberately dishonest or willful misconduct, such person shall be deemed to have satisfied any standard of care required by or pursuant to this Article Ten in connection with such plan; the term “fines” shall include, without limitation, any excise taxes assessed on a person with respect to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties.

Survival

The indemnification and other rights provided pursuant to this Article Ten shall apply both to action by any director, officer, employee or agent of the Corporation in an official capacity and to action in another capacity while holding such office or position and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person. Notwithstanding any other provision in these Amended and Restated Articles of Incorporation, any indemnification rights arising under or granted pursuant to this Article Ten shall survive amendment or repeal of this Article Ten with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the Corporation.

Liability of the Directors

It is the intention of the Corporation to limit the liability of the directors of the Corporation, in their capacity as such, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law.

Consequently, should the GBCL or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the directors of the Corporation shall be so eliminated or limited without the need for amendment of these Amended and Restated Articles of Incorporation or further action on the part of the shareholders of the Corporation.

Amendment

This Article Ten may be amended, altered, changed or repealed only upon the affirmative vote of not less than 85% of all of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors voting together as a single class.

ARTICLE ELEVEN – AMENDMENT OF ARTICLES OF INCORPORATION

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation in the manner prescribed herein for amendment of such provision and if not so prescribed then in the manner now or hereafter prescribed by law and all rights and powers conferred herein on shareholders, directors and officers of the Corporation are subject to this reserved power.

Exhibit 3.2

BYLAWS

POST HOLDINGS, INC.

(As Amended and Restated February 2, 2012)

* * *

ARTICLE I – SHAREHOLDERS

SECTION 1. ANNUAL MEETING : The annual meeting of shareholders shall be held at the principal executive office of the Company, or at such other place either within or without the State of Missouri as the Directors may from time to time determine, at 10:00 A.M. on the last Thursday in January in each year, or such other time as may be determined by the Chairman of the Board, or if said day be a legal holiday then on the next succeeding business day, commencing with January 31, 2013, to elect Directors and transact such other business as may properly come before the meeting. At any annual meeting of shareholders only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before the meeting by the Board of Directors or by a shareholder of record entitled to vote at such meeting.

SECTION 2. SPECIAL MEETINGS : Special meetings of the shareholders or of the holders of any special class of stock of the Company, unless otherwise prescribed by statute or by the Amended and Restated Articles of Incorporation, may be called only by the affirmative vote of a majority of the entire Board of Directors or by the Chairman of the Board, or the President by request for such a meeting in writing. Such request shall be delivered to the Secretary of the Company and shall state the purpose or purposes of the proposed meeting. Upon such direction or request, subject to any requirements or limitations imposed by the Company’s Amended and Restated Articles of Incorporation, by these Bylaws, or by law, it shall be the duty of the Secretary to call a special meeting of the shareholders to be held at such time as is specified in the request. Only such business shall be conducted, and only such proposals shall be acted upon, as is specified in the call of any special meeting of shareholders. As used in these Bylaws, the term “entire Board of Directors” means the total number of Directors fixed by, or in accordance with, these Bylaws.

SECTION 3. NOTICE : (a) Unless otherwise required by the laws of Missouri, notice of each meeting of the shareholders, whether annual or special, shall be given except that it shall not be necessary to give notice to any shareholder who properly waives notice before or after the meeting, whether in writing or by electronic transmission or otherwise, and no notice of an adjourned meeting need be given except when required under these Bylaws or by law. Such notice shall state the date, time and place, if any, of the meeting (and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person at such meeting), and in the case of a special meeting, shall also state the purpose or purposes thereof. Except as otherwise required by law, each notice of a meeting shall be given in any manner permitted by law not less than 10 nor more than 70 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. The attendance of any shareholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened shall constitute a waiver of notice of such meeting, and the requirement of notice may also be waived in accordance with Section 3 of Article V of these Bylaws. Any previously scheduled meeting of shareholders may be postponed and (unless the Amended and Restated Articles of Incorporation otherwise provide) any special meeting of shareholders may be canceled or postponed, by resolution of the Board of Directors upon public announcement (as defined in Section 8(c) of Article I of these Bylaws) given on or prior to the date previously scheduled for such meeting of shareholders.

(b) Without limiting the manner by which notice may otherwise be given effectively to shareholders, any notice to a shareholder given by the Company may be given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the Company. Any such consent shall be deemed revoked (i) if the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary of the Company or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. For purposes of these Bylaws, “electronic transmission” shall mean any process of communication, not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient

(c) Notice shall be deemed given, if mailed, when deposited in the United States mail with postage prepaid, if addressed to a shareholder at his or her address on the Company’s records. Notice given by electronic transmission shall be deemed given (i) if by facsimile, when directed to a number at which the shareholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) by any other form of electronic transmission, when directed to the shareholder. An affidavit of the Secretary or an Assistant Secretary or the transfer agent or other agent of the Company that notice has been given, whether by a form of electronic transmission or otherwise, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

SECTION 4. QUORUM : At any meeting of shareholders, a majority of the outstanding shares of the Company entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders; provided, that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than such quorum shall have the right successively to adjourn the meeting to a specified date not more than 90 days after such adjournment, and no notice need be given of such adjournment to shareholders not present at such meeting. The shareholders present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of such numbers of shareholders as to reduce the remaining shareholders to less than a quorum.

SECTION 5. ACTION BY CONSENT : Unless otherwise prescribed by the Company’s Amended and Restated Articles of Incorporation, any action required or permitted to be taken by the shareholders of the Company may, if otherwise allowed by law, be taken without a meeting of shareholders only if consents in writing, setting forth the action so taken, are signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 6. VOTING : On all matters to be voted on by holders of voting stock of the Company, each outstanding share of voting stock of the Company shall have one vote. If a quorum is present, the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote at the meeting shall be the act of the shareholders unless the vote of a greater number of shares is required by the Company’s Amended and Restated Articles of Incorporation, by these Bylaws or by law. No person shall be admitted to vote on any shares belonging or hypothecated to the Company. A shareholder may vote either in person or by proxy.

SECTION 7. PROXIES : The following shall constitute valid means by which a shareholder may authorize a person to act for the shareholder as a proxy: (a) a shareholder or the shareholder’s duly authorized attorney-in-fact may execute a writing authorizing another person to act for the shareholder as proxy. Execution may be accomplished by the shareholder or duly authorized attorney-in-fact signing such writing or causing the shareholder’s signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature; or (b) a shareholder may authorize another person to act for the shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, facsimile or other means of electronic transmission, or by telephone, to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, facsimile or other means of electronic transmission, or telephonic transmission shall either set forth or be submitted with information from which it can

be determined that the telegram, cablegram, facsimile or other electronic transmission, or telephonic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams, facsimiles or other electronic transmissions or telephonic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied.

SECTION 8. BUSINESS TO BE CONDUCTED; ADVANCE NOTICE: (a) At an annual meeting of shareholders, only such business (other than nominations of Directors, which must be made in compliance with, and shall be exclusively governed by Section 1 of Article II of these Bylaws) shall be conducted as shall have been brought before the meeting (i) pursuant to the Company’s notice of the meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors or any committee thereof or (iii) by any shareholder of the Company who is a shareholder of record at the time of giving of the notice provided for in this Section 8 and at the time of the annual meeting, who shall be entitled to vote at such meeting and who shall have complied with the notice procedures set forth in this Section 8; clause (iii) shall be the exclusive means for a shareholder to submit such business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Company’s notice of meeting before or at an annual meeting of shareholders.

(b) At any special meeting of shareholders, only such business or proposals as are specified in the notice of the meeting may be properly brought before the meeting.

(c) For any such business to be properly brought before an annual meeting by a shareholder of record pursuant to Section 8(a)(iii) of this Article I of these Bylaws, the shareholder must have given timely notice thereof in writing to the Secretary of the Company and any such proposed business must constitute a proper matter for shareholder action. To be timely, a shareholder’s notice, in writing, must be delivered to or mailed to and received by the Secretary of the Company at the principal executive office of the Company not less than 90days nor more than 120days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that the date of the meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be received not earlier than the 120 ^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90 ^th day prior to the date of such annual meeting or the tenth day following the day on which such public announcement of the date of the annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. For purposes of these Bylaws, “public announcement” shall include disclosure in a press release reported by a national news service or in a publicly available document filed or furnished by the Company with the Securities and Exchange Commission pursuant to the Exchange Act.

(d) No business (other than the election of Directors) shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 8. Except as otherwise provided by law,the Amended and Restated Articles of Incorporation or these Bylaws, the person presiding over the meeting (the “chairman”) may, if the facts warrant, determine that the proposed business was not properly brought before the meeting in accordance with the provisions of this Section 8 (including whether the shareholder or beneficial owner, if any, on whose behalf the proposal is solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such shareholder’s proposal in compliance with such shareholder’s representation as required by clause (e)(iii)(d) of this Section 8); and if the chairman should so determine, the chairman shall so declare to the meeting, and any such proposed business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 8, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 8; provided, however that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to business proposals to be considered pursuant to Section 8 of this Article I of these Bylaws (including clause (a)(iii) hereof). Nothing in this Section 8 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 8 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) of the Exchange Act.

(e) For any such business to be properly brought before a meeting, such shareholder’s notice to the Secretary shall set forth as to each matter he or she proposes to bring before the meeting:

(i)

a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including any proposed resolutions for consideration and, in the event that such business includes a proposal to request or otherwise relating to the amendment of these Bylaws, the text of the proposed amendment), the reasons for proposing to conduct such business at the meeting and any material interest of such shareholder (and of the beneficial owner, if any, on whose behalf the proposal is made) in such business;

(ii)

a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder;

(iii)

as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made:

the name and address of such shareholder and beneficial owner as they appear in the Company’s shareholder records;

(1) the class or series and number of shares of the Company’s capital stock which are directly or indirectly beneficially owned or owned of record by such shareholder and such beneficial owner, (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder or beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (3) any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder or beneficial owner has a right to vote any shares or any security of the Company, (4) any short interest of such shareholder or beneficial owner in any security of the Company (for purposes of these Bylaws, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any rights to dividends on the shares of the Company owned beneficially by such shareholder or beneficial owner that are separated or separable from the underlying shares of the Company, (6) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company in which such shareholder or beneficial owner is a general partner or manager or directly or indirectly, beneficially owns an interest in a general partner or manager, (7) any performance-related fees (other than an asset-based fee) that such shareholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such shareholder’s or beneficial owner’s immediate family sharing the same household,and (8) any other information relating to such shareholder or beneficial owner that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitation of proxies for, as applicable, the proposal and/or the election of directors in a contested election, or is otherwise required, pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder (the foregoing items (1) through (8), individually or collectively, the “Proposing Shareholder Information,” which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership or other information as of the record date);

a representation that the shareholder is a holder of record of shares of the Company, entitled to vote at the meeting, and intends to appear in person or by proxy at the meeting to propose such business; and

a representation as to whether the shareholder or the beneficial owner, if any, intends or is or intends to be part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or (2) otherwise to solicit proxies from shareholders in support of such proposal. The meaning of the term “group” shall be within the meaning ascribed to such term under Section 13(d)(3) of the Exchange Act.

The proposed business must not be an improper subject for shareholder action under applicable law, and the shareholder must comply with state law, the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 8.

SECTION 9. ORGANIZATION; CONDUCT OF SHAREHOLDER MEETINGS : (a) Each meeting of shareholders shall be convened by the President, Secretary or other officer or person calling the meeting by notice given in accordance with these Bylaws. The Chairman of the Board, or any person appointed by the Chairman of the Board prior to any meeting of shareholders, shall act as chairman of each meeting of shareholders. In the absence of the Chairman of the Board, or a person appointed by the Chairman of the Board to act as chairman of the meeting, the shareholders present at the meeting shall designate a shareholder present to act as chairman of the meeting. The Secretary of the Company, or a person designated by the chairman shall act as Secretary of each meeting of shareholders. Whenever the Secretary shall act as chairman of the meeting, or shall be absent, the chairman of the meeting shall appoint a shareholder present to act as Secretary of the meeting.

(b) The Board shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem appropriate. Subject to such rules and regulations of the Board, if any, the person presiding over the meeting shall have the right and authority to convene and adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the person presiding over the meeting, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to shareholders of record of the Company and their duly authorized and constituted proxies and such other persons as the person presiding over the meeting shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants, adjournment of the meeting, either by the person presiding over the meeting or by vote of the shares present in person or by proxy at the meeting, and regulation of the voting or balloting, as applicable, including, without limitation, matters which are to be voted on by ballot, if any. The person presiding over the meeting shall have sole, absolute and complete authority and discretion to decide questions of compliance with the foregoing procedures and his or her ruling thereon shall be final and conclusive. The person presiding over the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if the person presiding over the meeting should so determine and declare, any such matter or business shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

(c) Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if a shareholder (or qualified representative) does not appear at the annual or special meeting of shareholders of the Company to present business or a nomination proposed by such shareholder pursuant to Section 8 of Article I or Section 1 of Article II of these Bylaws, such proposed business shall not be transacted and such nomination shall be disregarded, as the case may be, even though proxies in respect of such vote may have been received by the Company. In order to be considered a qualified representative of the shareholder for purposes of Section 8 of

Article I or Section 1 of Article II, a person must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

ARTICLE II – BOARD OF DIRECTORS

SECTION 1. ELECTION; TENURE; QUALIFICATIONS; NOMINATIONS : (a) The initial Board of Directors of the Company shall consist of three Directors. Thereafter, the Board of Directors shall consist of not less than five nor more than twelve members, such Directors to be classified in respect of the time for which they shall severally hold office by dividing them into three classes of approximately equal size, and the number of Directors shall be fixed by a resolution of the Board of Directors adopted from time to time.

(b) In the event of any increase or decrease in the number of Directors, the number of Directors assigned to each class shall be adjusted as may be necessary so that all classes shall be as nearly equal in number as reasonably possible, except that one class may be one greater or one less in number than the other two classes. No reduction in the number of Directors shall affect the term of office of any incumbent Director. Subject to the foregoing, the Board of Directors shall determine the class or classes to which any Director shall be assigned and the class or classes which shall be increased or decreased in the event of any increase or decrease in the number of Directors.

(c) With respect to the members of the Board of Directors in office on February 4, 2012, the first class of Directors shall hold office until the first annual meeting of shareholders, the second class of Directors shall hold office until the second annual meeting of shareholders, and the third class of Directors shall hold office until the third annual meeting of shareholders. Thereafter, Directors shall be elected to hold office for a term of three years, and at each annual meeting of shareholders the successors to the class of Directors whose term shall then expire shall be elected for a term expiring at the third succeeding annual meeting after that election or until their successors shall be elected and qualified.

(d) In addition to the qualifications set out in Section 11 of this Article II, only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible as Directors at a meeting of shareholders. Nominations of persons for election to the Board may be made at an annual meeting of shareholders (i) pursuant to the Company’s notice of the meeting (or any supplement thereto), (ii) by or at the direction of the Board or any committee thereof , or (iii) by any shareholder of the Company who is a shareholder of record of the Company at the time of giving of the notice provided for in this Section 1 and at the time of the annual meeting, who shall be entitled to vote for the election of Directors at the meeting and who shall have complied with the notice procedures set forth in this Section 1; clause (iii) shall be the exclusive means for a shareholder to make nominations of persons for election to the Board of Directors at an annual meeting of shareholders.

For any nominations to be properly brought before an annual or special meeting of shareholders pursuant to clause (d)(iii) of this paragraph of these Bylaws, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder’s notice in writing must be delivered or mailed to and received by the Secretary of the Company at the principal executive office of the Company (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting, provided, however, that in the event that the date of the meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be received not earlier than the 120 ^th day prior to the date of such annual meeting and not later than the close of business on the later of the90 ^th day prior to the date of such annual meeting or the tenth day following the day on which public announcement (as defined in Section 8(c) of Article I of these Bylaws) of the date of the annual meeting is first made; or (ii) in the case of a special meeting at which the Board of Directors gives notice that Directors are to be

elected, not earlier than the 120 ^th day prior to the date of such special meeting and not later than the close of business on the later of the 90 ^th day prior to the date of such special meeting or the tenth day following the day on which public announcement of the date of the meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is first made. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. In the case of a special meeting of shareholders, nominations of persons for election to the Board may be made at a special meeting of shareholders at which Directors are to be elected pursuant to the Company’s notice of meeting (1) by or at the direction of the Board or any committee thereof or (2) provided that the Board has determined that Directors shall be elected at such meeting, by any shareholder of the Company who is a shareholder of record at the time the notice provided in this Section 1(d) is delivered to the Secretary of the Company, who is entitled to vote at the meeting upon such election and who complies with the notice provisions of this Section 1(d) and Section 1(e) through Section 1(h) of this Article II, inclusive.

At the request of the Board, any person nominated by the Board for election as a Director shall furnish to the Secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. Notwithstanding anything in this Section 1 to the contrary, in the event that the number of Directors to be elected to the Board at an annual meeting is increased effective at the annual meeting and there is no public announcement by the Company naming all the nominees proposed by the Board for the additional directorships at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 1 shall also be considered timely, but only with respect to nominees for such additional directorships, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth day following the day on which such public announcement is first made by the Company.

(e) For nominations to be properly brought before an annual or special meeting, such shareholder’s notice to the Secretary shall set forth as to each person whom the shareholder proposes to nominate for election or re-election as a Director:

(i)

the name, age, business address and residence of such person;

(ii)

the principal occupation or employment of such person currently and for the previous five years;

(iii)

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships between or among such shareholder and beneficial owner, if any, on whose behalf the nomination is being made, and their respective affiliates and associates or others acting in concert therewith (on the one hand) and each proposed nominee and his or her respective affiliates and associates or others acting in concert therewith (on the other hand), including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;

(iv)

such person’s representation that he or she is eligible to serve as a Director pursuant to Section 11 of Article II of these Bylaws and whether such person has acted in any manner contrary to the best interest of the Company, including but not limited to, the violation of any Federal or state law, or breach of any agreement between that person and the Company relating to his or her services as a Director, employee or agent of the Company;

(v)

such person’s written consent to being named as a nominee and to serving as a Director if elected; and

(vi)

any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of directors in a contested election, or is otherwise required, pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder.

(f) Such shareholder’s notice shall also set forth as to the shareholder(s) giving the notice and the beneficial owner, if any, on whose behalf the nomination is made;

(i)

the name and address of such shareholder and beneficial owner, as they appear in the Company’s shareholder records;

(ii)

the Proposing Shareholder Information as defined in Section 8(e) of Article I of these Bylaws;

(iii)

a representation that the shareholder is a holder of record of shares of the Company entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

(iv)

any other information relating to such shareholder or beneficial owner that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies for the election of directors in a contested election, or is otherwise required pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder; and

(v)

a representation as to whether the shareholder or beneficial owner, if any, intends or is or intends to be part of a group (as defined in Section 8(e) of Article I of these Bylaws) which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee, or (ii) otherwise solicit proxies from shareholders in support of such nominee.

(g) In addition to the qualifications set out in Section 11 of this Article II, to be eligible to be a nominee for election or reelection as a Director of the Company, the prospective nominee (whether nominated by or at the direction of the Board of Directors or by a shareholder), or someone acting on such prospective nominee’s behalf, must deliver (in accordance with any applicable time periods prescribed for delivery of notice under this Section 1) to the Secretary at the principal executive office of the Company a written questionnaire providing such information with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made that would be required to be disclosed to shareholders pursuant to applicable law or the rules and regulations of any stock exchange applicable to the Company, including without limitation (i) all information concerning such persons that would be required to be disclosed in solicitation of proxies for election of Directors pursuant to and in accordance Regulation 14A under the Exchange Act and (ii) any information the Company may reasonably request to determine the eligibility of the proposed nominee to serve as an Independent Director or that could be material to a reasonable shareholder’s understanding of the independence or lack thereof of such nominee (which questionnaire shall be provided by the Secretary upon written request). The prospective nominee must also provide a written representation and agreement, in the form provided by the Secretary upon written request, that such prospective nominee: (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such prospective nominee, if elected as a Director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (2) any Voting Commitment that could limit or interfere with such prospective nominee’s ability to comply, if elected as a Director of the Company, with such prospective nominee’s fiduciary duties under applicable law; (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein; and (C) would be in compliance if elected as a Director of the Company, and will comply with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company. For purposes of this section 1(g) a “nominee” shall include any person being considered to fill a vacancy on the Board of Directors.

(h) No person shall be eligible for election as a Director of the Company unless nominated in accordance with the procedures set forth in this Section 1 and qualified under Section 11 of this Article II. Except as otherwise provided by law, the Amended and Restated Articles of Incorporation or these Bylaws, the person presiding over the meeting (the “chairman”) may, if the facts warrant, determine that a nominee is not qualified or a nomination was not properly made in accordance with the procedures prescribed in this Section 1 (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such shareholder’s nominee in

compliance with such shareholder’s representation as required by clause (f)(v) of this Section 1); and if the chairman should so determine, the chairman shall so declare to the meeting, and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 1, a shareholder shall also comply with all applicable requirement of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1; provided, however that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations to be considered pursuant to Section 1 of this Article II of these Bylaws (including paragraph (d) hereof). Nothing in this Section 1 shall be deemed to affect any rights of the holders of any series of preferred stock of the Company to elect Directors pursuant to any applicable provisions of the Amended and Restated Articles of Incorporation.

SECTION 2. POWERS : The Board of Directors shall have power to manage and control the property and affairs of the Company, and to do all such lawful acts and things which, in their absolute judgment and discretion, they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

SECTION 3. CHAIRMAN : The Directors shall elect one of their number to be Chairman of the Board. The Chairman shall preside at all meetings of the Board, unless absent from such meeting, in which case, if there is a quorum, the Directors present may elect another Director to preside at such meeting.

SECTION 4. MEETINGS : (a) Regular meetings of the Board shall be held on such days and at such times and places either within or without the State of Missouri as shall from time to time be fixed by the Board of Directors. Notice of such regular meetings need not be given. Special meetings of the Board may be held at any day, time and place, within or without the State of Missouri, upon the call of the Chairman of the Board, President or Secretary of the Company, by oral, written, email, telefax or telegraphic notice duly given, sent or mailed to each Director, at such Director’s last known address, not less than twenty-four hours before such meeting; provided, however, that any Director may, at any time, in writing or by telegram, waive notice of any meeting at which he or she may not be or may not have been present. Attendance of a Director at any meeting shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the sole and express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting. Rules of procedure for the conduct of such meetings may be adopted by resolution of the Board of Directors.

(b) Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

SECTION 5. ACTION BY CONSENT : Any action which is required to be or may be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the Directors.

SECTION 6. QUORUM : A majority of the Board of Directors then in office shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number of Directors is required by the Company’s Amended and Restated Articles of Incorporation, these Bylaws or by law. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting. A Director who may be disqualified, by reason of personal interest, from voting on any particular matter before a meeting of the Board may nevertheless be counted for the purpose of constituting a quorum of the Board.

SECTION 7. RESIGNATION OF DIRECTORS : Any Director of the Company may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President, or the Secretary of the Company. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or one of the above-named officers of the Company; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 8. VACANCIES : Vacancies on the Board of Directors and newly created directorships resulting from any increase in the number of Directors to constitute the Board of Directors may be filled only by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, until the next election of Directors by the shareholders of the Company.

SECTION 9. COMPENSATION OF DIRECTORS : The Board of Directors may, by resolution passed by a majority of the Board of Directors, fix the terms and amount of compensation payable to any person for his or her services as Director, if he or she is not otherwise compensated for services rendered as an officer or employee of the Company; provided, however, that any Director may be reimbursed for reasonable and necessary expenses of attending meetings of the Board of Directors, or otherwise incurred for any Company purpose; and provided, further, that members of any special or standing committee of Directors may also be allowed compensation and expenses similarly incurred. Nothing herein contained shall be construed to preclude any Director from serving the Company in any other capacity and receiving compensation therefor.

SECTION 10. COMMITTEES OF THE BOARD OF DIRECTORS : The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate two or more Directors to constitute an Executive Committee of the Board of Directors which shall have and exercise all of the authority of the Board of Directors in the management of the Company, in the intervals between meetings of the Board of Directors. In addition, the Board of Directors may appoint any other committee or committees, with such members, functions, and powers as the Board of Directors may designate. The Board of Directors shall have the power at any time to fill vacancies in, to change the size or membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board of Directors, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required. At all meetings of a committee, a majority of the committee members then in office shall constitute a quorum for the purpose of transacting business, and the acts of a majority of the committee members present at any meeting at which there is a quorum shall be the acts of the committee. A Director who may be disqualified, by reason of personal interest, from voting on any particular matter before a meeting of a committee may nevertheless be counted for the purpose of constituting a quorum of the committee. Any action which is required to be or may be taken at a meeting of a committee of Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the members of the committee.

SECTION 11. QUALIFICATIONS: No person shall be qualified to be elected and to hold office as a Director if such person is determined by a majority of the Board of Directors to have acted in a manner contrary to the best interest of the Company, including, but not limited to, the violation of any Federal or state law, or breach of any agreement between that Director and the Company relating to his or her services as a Director, employee or agent of the Company. A Director need not be a shareholder. A Director shall not be eligible for reelection after his or her 72nd birthday unless the Corporate Governance and Compensation Committee of the Board of Directors determines that such Director continues to meet the criteria for board service and recommends to the Board of Directors that he or she stand for reelection notwithstanding his or her age.

ARTICLE III – OFFICERS

SECTION 1. OFFICERS; ELECTION : The officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a President and a Secretary, each of whom shall be elected by the Board. In addition, the Board may from time to time elect and appoint the senior officers of the Company, including one or more Vice Chairmen of the Board, one or more Executive Vice Presidents, one or more Senior Vice Presidents, a Controller, and such other officers as the Board may deem appropriate. Any President of the Company may elect and appoint other officers of the Company. The Chairman may appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and other junior officers. Any two or more offices may be held by the same person except the offices of Chairman of the Board and Secretary.

SECTION 2. TERMS; COMPENSATION : All officers of the Company shall hold their respective offices until the first meeting of the Board of Directors after the next succeeding election of the Board of Directors and until their successors shall have been duly elected and qualified, or until their earlier death, resignation or removal. The compensation each officer is to receive from the Company shall be determined in such manner as the Board of Directors shall from time to time prescribe.

SECTION 3. POWERS; DUTIES : Each officer of the Company shall have such powers and duties as may be prescribed by resolution of the Board of Directors or as may be assigned by the Board of Directors or the Chief Executive Officer of the Company.

SECTION 4. REMOVAL : Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interest of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The Chairman of the Board may suspend any officer until the Board of Directors shall next convene. Any vacancy occurring in any office of the Company shall be filled by the Board of Directors.

ARTICLE IV – CAPITAL STOCK

SECTION 1. STOCK CERTIFICATES AND UNCERTIFICATED SHARES : (a) The shares of the Company shall be represented by certificates, provided, however, that the Board may provide by resolution that some or all of any classes or series of the Company’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Notwithstanding the foregoing, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate, in any form approved by the Board, signed by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President of the Company and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, and shall bear the corporate seal of the Company. If the certificate is countersigned by a transfer agent or registrar other than the Company or its employee, any other signature and the corporate seal appearing on certificates of stock may be facsimile, engraved or printed. In case any such officer, transfer agent or registrar who has signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer, transfer agent or registrar before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer, transfer agent or registrar had not ceased to be such officer, transfer agent or registrar at the date of its issue. Every holder of uncertificated shares shall be entitled to receive a statement of holdings as evidence of share ownership.

(b) The Company shall not issue a fraction of a share or a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

SECTION 2. RECORD OWNERSHIP : The Company shall maintain a record of the name and address of the holder of each share of Company stock, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any legal, equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Missouri.

SECTION 3. TRANSFERS : Transfers of shares of stock shall be made on the books of the Company only by direction of the holder thereof in person or by his or her duly authorized attorney or legal representative. Upon transfer of certificated shares, the old certificates shall be surrendered to the Company by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the Board may designate, by whom they shall be cancelled and new certificates shall thereupon be issued. In the case of uncertificated shares, transfer shall be made only upon receipt of transfer documentation reasonably acceptable to the Company.

SECTION 4. TRANSFER AGENTS; REGISTRARS : The Board of Directors shall, by resolution, from time to time appoint one or more Transfer Agents, that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Company.

SECTION 5. LOST CERTIFICATES : The Company may issue a new certificate in place of any certificate theretofore issued by it which is alleged to have been lost, stolen or destroyed and the Board of Directors may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the Company a bond in a sum and in a form approved by the Board of Directors, and with a surety or sureties which the Board of Directors finds satisfactory, to indemnify the Company and its transfer agents and registrars, if any, against any claim or liability that may be asserted against or incurred by it or any transfer agent or registrar on account of the alleged loss, theft or destruction of any certificate or the issuance of any new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. The Board of Directors may delegate to any officer or officers of the Company any of the powers and authorities contained in this section.

SECTION 6. TRANSFER BOOKS; RECORD DATES : The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment or postponement thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment or postponement thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares after such date of closing of the transfer books or such record date fixed as aforesaid. If the Board of Directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of and to vote at the meeting and upon any adjournment or postponement of the meeting, except that if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Company by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting and any adjournment or postponement of the meeting.

ARTICLE V – SEAL, BOOKS, FISCAL YEAR

SECTION 1. SEAL : The corporate seal of the Company shall be a circular seal; the words “POST HOLDINGS, INC., ST. LOUIS, MO.” shall be embossed in the outer margin; and the words “CORPORATE SEAL” shall be embossed in the central circular field; an impression of the same is set forth hereon.

SECTION 2. PLACE FOR KEEPING BOOKS AND SEAL : The books of the Company, and its corporate minutes and corporate seal, shall be kept in the custody of the Secretary at the principal executive office of the Company, or at such other place or places and in the custody of such other person or persons as the Board of Directors may from time to time determine.

SECTION 3. NOTICES (a) Whenever, under the provisions of applicable law, the Amended and Restated Articles of Incorporation or these Bylaws, written notice is required to be given to any Director or shareholder, it shall not be construed to require personal notice, but such notice may be given by mail, by depositing the same in the post office or in a letter box, in a post-paid sealed wrapper, addressed to such Director or shareholder at such address as appears on the books of the Company, and such notice shall be deemed to be given at the time when the same shall be thus mailed, or may be given by telefax, telegraphic or other electronic transmission to the extent authorized or allowed by law.

(b) Any person may waive any notice required to be given under these Bylaws. Whenever notice is required to be given pursuant to the law of Missouri, the Amended and Restated Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting of shareholders or the Board of Directors or a committee thereof shall constitute a waiver of notice of such meeting, except when the shareholder or Director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders or the Board of Directors or committee thereof need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Amended and Restated Articles of Incorporation or by these Bylaws.

SECTION 4. FISCAL YEAR : The fiscal year of the Company shall commence with the first day of October in each year.

SECTION 5. AMENDMENT: Pursuant to Article Eight of the Amended and Restated Articles of Incorporation, these Bylaws may be amended, altered, changed or repealed, and a provision or provisions inconsistent with the provisions of these Bylaws as they may exist from time to time may be adopted, only by two-thirds of all of the members of the Board of Directors.

Exhibit 3.3

Certificate of Designation, Preferences and Rights of

Series A Junior Participating Cumulative Preferred Stock

Post Holdings, Inc.

Pursuant to Section 351.180 of

The General and Business Corporation Law of Missouri

We, Robert V. Vitale, Chief Financial Officer, and Diedre J. Gray, Secretary of Post Holdings, Inc., a corporation organized and existing under the General and Business Corporation Law of Missouri, in accordance with the provisions of Section 351.180 thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the Restated Articles of Incorporation (the “Restated Articles”), of the Company, the said Board of Directors on February 1, 2012, adopted the following resolution (the “Resolution”) creating a series of One Hundred Thousand (100,000) shares of Preferred Stock designated as Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, a copy of which Resolution was set forth in a certificate of designations that was executed by the Company’s President, acknowledged and filed with the Office of the Secretary of State, State of Missouri (the “Certificate of Designation”), setting forth the powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations, or restrictions thereof, as follows:

Section 1. Designation and Amount.

The shares of such series shall be designated as the “Series A Junior Participating Cumulative Preferred Stock,” par value $0.01 per share, and the number of shares constituting such series shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Junior Participating Cumulative Preferred Stock to a number less than that of the shares then outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Company.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of preferred stock of the Company ranking prior and superior to the Series A Junior Participating Cumulative Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Cumulative Preferred Stock, in preference to the holders of shares of common stock, par value $0.01 of the Company (the “Common Stock”), and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on any regular quarterly dividend payment date as shall be established by the Board of Directors (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Cumulative Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $100.00 or (b) subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a

C-1

share of Series A Junior Participating Cumulative Preferred Stock. In the event the Company shall at any time after February 1, 2012 (the “Rights Declaration Date”) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Cumulative Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Company shall declare a dividend or distribution on the Series A Junior Participating Cumulative Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $100.00 per share on the Series A Junior Participating Cumulative Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Cumulative Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Cumulative Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Cumulative Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may, in accordance with applicable law, fix a record date for the determination of holders of shares of Series A Junior Participating Cumulative Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than such number of days prior to the date fixed for the payment thereof as may be allowed by applicable law.

Section 3. Voting Rights.

The holders of shares of Series E Junior Participating Cumulative Preferred Stock shall have the following voting rights:

(A) Each share of Series A Junior Participating Cumulative Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the holder of the Common Stock. In the event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes to which holders of shares of Series A Junior Participating Cumulative Preferred Stock were entitled immediately prior

to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in the Company’s Restated Articles of Incorporation, and except as otherwise provided by law, the holders of shares of Series A Junior Participating Cumulative Preferred Stock, the holders of shares of Common Stock, and the holders of shares of any other capital stock of the Company having general voting rights, shall vote together as one class on all matters submitted to a vote of shareholders of the Company.

(C) Except as otherwise set forth herein or in the Company’s Restated Articles of Incorporation, and except as otherwise provided by law, holders of Series A Junior Participating Cumulative Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever dividends or distributions payable on the Series A Junior Participating Cumulative Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Cumulative Preferred Stock outstanding shall have been paid in full, the Company shall not:

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Cumulative Preferred Stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Cumulative Preferred Stock, except dividends paid ratably on the Series A Junior Participating Cumulative Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) except as permitted in Section 4(A)(iv) below, redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Cumulative Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Cumulative Preferred Stock; and

(iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Cumulative Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Cumulative Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other

relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares.

Any shares of Series A Junior Participating Cumulative Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. The Company shall cause all such shares upon their cancellation to be authorized but unissued shares of Preferred Stock which may be reissued as part of a new series of Preferred Stock, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company ranking prior and superior to the Series A Junior Participating Cumulative Preferred Stock with respect to liquidation, upon any liquidation (voluntary or otherwise), dissolution or winding up of the Company, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Cumulative Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Cumulative Preferred Stock shall have received $10,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Cumulative Preferred Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 10,000 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Cumulative Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Cumulative Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Cumulative Preferred Stock and Common Stock, on a per share basis, respectively.

(B) In the event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Cumulative Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc.

In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Cumulative Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Cumulative Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event.

Section 8. Redemption.

The shares of Series A Junior Participating Cumulative Preferred Stock shall not be redeemable.

Section 9. Ranking.

The Series A Junior Participating Cumulative Preferred Stock shall rank junior to all other series of the Company’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 10. Fractional Shares.

Series A Junior Participating Cumulative Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Cumulative Preferred Stock.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 2 ^nd day of February, 2012.


		Post Holdings, Inc.

Attest:		By:	/s/ Robert V. Vitale
		Name: Robert V. Vitale
By:	/s/ Diedre J. Gray	Title: Chief Financial Officer
Name: Diedre J. Gray
Title: Secretary

[Signature Page – Post Holdings, Inc. Certificate of Designations]

Exhibit 4.1

Shareholder Protection Rights Agreement

by and between

Post Holdings, Inc.

and

Computershare Trust Company, N.A., rights agent

dated as of February 2, 2012

Table of Contents


	Page
Section 1. Certain Definitions		1

Section 2. Appointment of Rights Agent		6

Section 3. Issue of Right Certificates		6

Section 4. Form of Right Certificates		9

Section 5. Countersignature and Registration		9

Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates		10

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights		10

Section 8. Cancellation and Destruction of Right Certificates		12

Section 9. Reservation and Availability of Shares of Preferred Stock		12

Section 10. Preferred Stock Record Date		14

Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights		14

Section 12. Certificate of Adjusted Purchase Price or Number of Shares		20

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power		20

Section 14. Fractional Rights and Fractional Shares		22

Section 15. Rights of Action		23

Section 16. Agreement of Right Holders		24

Section 17. Right Certificate Holder Not Deemed a Shareholder		24

Section 18. Concerning the Rights Agent		24

Section 19. Merger or Consolidation or Change of Name of Rights Agent		25

Section 20. Duties of Rights Agent		25

Section 21. Change of Rights Agent		27

Section 22. Issuance of New Right Certificates		27

Section 23. Redemption and Termination		28

Section 24. Exchange		28

Section 25. Notice of Proposed Actions		30

Section 26. Notices		31

Section 27. Supplements and Amendments		32

Section 28. Successors		32

Section 29. Determinations and Actions by the Board, etc.		32

Section 30. Benefits of This Agreement		33

Section 31. Severability		33

Section 32. Governing Law		33


Section 33. Counterparts			33

Section 34. Descriptive Headings			33

Section 35. Force Majeure			33

Table of Exhibits


Exhibit A		Form of Right Certificate

Exhibit B		Summary of Preferred Stock Purchase Rights

Exhibit C		Form of Certificate of Designations for Series A Junior Participating Cumulative Preferred Stock

Shareholder Protection Rights Agreement

This Shareholder Protection Rights Agreement, dated as of February 2, 2012 (the “ Agreement ”) is entered into between Post Holdings, Inc., a Missouri corporation (the “ Company ”), and Computershare Trust Company, N.A., as rights agent (the “ Rights Agent ,” which term shall include any successor Rights Agent hereunder).

Recitals

A. A. As of the date of this Agreement, the Company is a wholly owned subsidiary of Ralcorp Holdings, Inc., a Missouri corporation (“ Ralcorp ”). The Board of Directors of Ralcorp has taken action to distribute (the “ Spin-Off ”), to the holders of record of common stock, par value $.01 per share, of Ralcorp, outstanding at the close of business on January 30, 2012, at least 80% of the Common Stock, together with the Rights relating to such shares of Common Stock, with the Spin-Off to become effective as of February 3, 2012.

B. On February 1, 2012, the Board of Directors of the Company authorized and declared a dividend distribution of one right (a “ Right ”) on each share of Common Stock, to be paid on the date of, but prior to, the effective time of the Spin-Off to Ralcorp as the sole shareholder of record of Common Stock issued and outstanding at such time, which date also serves as the record date (the “ Record Date ”) for such dividend, other than shares of such Common Stock held in the Company’s treasury on such date, and authorized the issuance of one Right in respect of each share of Common Stock issued between the Record Date (whether originally issued or issued from the Company’s treasury) and the Distribution Date, each Right representing the right to purchase one one-ten thousandth of a share of Series A Junior Participating Cumulative Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designations attached hereto as Exhibit C , upon the terms and subject to the conditions hereinafter set forth.

C. The Company desires to appoint the Rights Agent to act as provided herein, and the Rights Agent is willing to so act.

D. On February 1, 2012, Ralcorp, as sole shareholder, authorized and approved this Agreement.

Agreements

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Company and the Rights Agent hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

(a) “ Acquiring Person ” shall mean any Person who or which, without the Prior Written Approval of the Company becomes the Beneficial Owner of 15% or more of the outstanding shares of Common Stock of the Company, but shall not include:

(i) the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such employee benefit plan or compensation arrangement, or

(ii) any Person who or which the Board of Directors determines has become a Person who would otherwise be an “Acquiring Person” inadvertently, without any plan or intention to obtain, change or

influence control of the Company (including (A) because such Person was unaware it beneficially owned 15% of the Common Stock or (B) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of becoming such a Beneficial Owner under this Agreement), so long as such Person, individually or together with the Affiliates and Associates of such Person, promptly (in the judgment of the Board of Directors) divests or promptly (in the judgment of the Board of Directors) enters into, and delivers to the Company, an irrevocable commitment promptly to divest, and thereafter promptly (in the judgment of the Board of Directors) divests (without exercising or retaining any power, including voting, with respect to such securities), sufficient securities of the Company or, in the case solely of Derivative Common Stock, such Person shall (x) terminate the subject derivative transaction or transactions or otherwise dispose of the subject derivative security or securities and (y) establish to the satisfaction of the Board of Directors that such Derivative Common Stock is no longer beneficially owned with any intention of obtaining, changing or influencing the control of the Company, so that such Person would not otherwise be an “Acquiring Person;” provided, that any such determinations or judgments by the Board of Directors shall be made in its sole discretion and shall be final and binding.

If any Person may avoid being an “Acquiring Person” by divesting securities or Derivative Common Stock of the Company as described in the preceding sentence, then such Person shall not be considered to have become an “Acquiring Person” until the date that the Board of Directors determines that such divestiture has not occurred as promptly as practicable.

Notwithstanding the foregoing, or anything else contained in this Agreement, no Person shall become an “Acquiring Person” as the result of (1) being the Beneficial Owner, as of the time of the public announcement of this Agreement, of 15% or more of the Common Stock (such person, an “Excepted Person”); provided, however, that if any Excepted Person shall, after such date, become the Beneficial Owner of any additional shares of Common Stock (not including any stock dividend, rights dividend, stock split or similar transaction effected by the Company in which all holders of Common Stock are treated equally) representing more than 1.0% of the Common Stock outstanding, that Excepted Person shall be deemed to be an Acquiring Person and all shares of Common Stock beneficially owned by an Excepted Person shall be counted for purposes of determining whether the Excepted Person is an Acquiring Person; provided, further, that such Excepted Person shall cease to be an Excepted Person immediately at such time as such Person ceases to be the Beneficial Owner of more than 15% of the Common Stock then outstanding. For purposes of this Agreement, at any time before the Spin-Off, a Person shall be deemed to be the Beneficial Owner of the shares of Common Stock (x) distributable to such Person in the Spin-Off or (y) distributable or transferable to such Person as a result of when-issued trading in the Common Stock before the Spin-Off, and Ralcorp shall not be deemed to be the Beneficial Owner of any shares of Common Stock before the Spin-Off (and, for avoidance of doubt, is considered an Excepted Person following the Spin-Off if it Beneficially Owns more than 15% of the Common Stock outstanding immediately after the Spin-Off); or (2) an acquisition of Common Stock by the Company which, by reducing the amount of Common Stock outstanding, increases the Beneficial Ownership of Common Stock by such Person to 15% (or increases the Beneficial Ownership of an Excepted Person) or more of the outstanding shares of Common Stock; provided, however, that if a Person becomes the Beneficial Owner of 15% or more of the outstanding shares of Common Stock by reason of purchases by the Company and shall, after such purchases by the Company, become the Beneficial Owner of any additional shares of Common Stock representing more than 1.0% of the Common Stock outstanding, then such Person shall be deemed to be an Acquiring Person.

(b) “ Affiliate ” and “ Associate ” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date hereof.

(c) “ Articles of Incorporation ” shall mean the Restated Articles of Incorporation of the Company, as amended from time to time.

(d) A Person shall be deemed the “ Beneficial Owner ” of, and shall be deemed to “ beneficially own ,” and shall be deemed to have “Beneficial Ownership” of, any securities:

(i) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly as determined pursuant to Rule 13d-3 and 13d-5 of the General Rules and Regulations under the Exchange Act, as in effect on the date hereof;

(ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time or occurrence of conditions) pursuant to any agreement, arrangement or understanding (written or oral), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or otherwise, provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to beneficially own, or to have Beneficial Ownership of, (1) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for payment or exchange thereunder or cease to be subject to withdrawal by the tendering security holder, or (2) securities issuable upon exercise of Rights at any time prior to the occurrence of a Section 11(b) Event or Section 13 Event, or (B) the right to vote or dispose of, including pursuant to any agreement, arrangement or understanding (written or oral), provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to beneficially own, or to have Beneficial Ownership of, any security under this clause (B) if the agreement, arrangement or understanding (written or oral) to vote such security (1) arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made generally to all holders of Common Stock pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (2) the Beneficial Ownership of such security is not also then reportable by such person on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other Person or any of such Person’s Affiliates or Associates with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or consent as described in clause (B) of subparagraph (ii) of this paragraph (d)) or disposing of any securities of the Company; or

(iv) which are the subject of, or the reference securities for, or that underlie, any Derivative Interest of such Person or any of such Person’s Affiliates or Associates, with the number of securities deemed beneficially owned being the notional or other number of shares of securities specified in the documentation evidencing the Derivative Interest as being subject to be acquired upon the exercise or settlement of the Derivative Interest or as the basis upon which the value or settlement amount of such Derivative Interest is to be calculated in whole or in part or, if no such number of securities is specified in such documentation, as determined by the Board of Directors in its sole discretion to be the number of securities to which the Derivative Interest relates.

Notwithstanding the foregoing, nothing contained in this definition shall cause a Person to be deemed the “Beneficial Owner” of, or to “beneficially own,” or to have “Beneficial Ownership” of, any securities (A) if the Person is ordinarily engaged in the business as an underwriter of securities and has acquired such securities in a bona fide firm commitment underwriting pursuant to an underwriting agreement with the Company until the expiration of 40 days after the date of such acquisition, (B) if such Person is a “clearing agency” (as

defined in Section 3(a)(23) of the Exchange Act) and has acquired such securities solely as a result of such status, or (C) solely by virtue of any actions taken by such Person as an officer or director of the Company in such capacity.

Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

(e) “ Board of Directors ” shall mean the Board of Directors of the Company as constituted from time to time.

(f) “ Business Day ” shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the Commonwealth of Massachusetts are authorized or obligated by law or executive order to close.

(g) “ Close of Business ” on any given date shall mean 5:00 P.M., Eastern time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., Eastern time, on the next succeeding Business Day.

(h) “ Common Stock ” shall mean the common stock, par value $0.01 per share, of the Company, except that “Common Stock” when used with reference to any Person other than the Company shall mean the capital stock with the greatest voting power of such Person or the equity securities or other equity interest having power to control or direct the management of such Person or, if such Person is a Subsidiary of another Person, of the Person which ultimately controls such first-mentioned Person and which has issued and outstanding such capital stock, equity securities or equity interests.

(i) “ Common stock equivalent ” shall have the meaning set forth in Section 11(c).

(j) “ Current market price ” shall have the meaning set forth in Section 11(f).

(k) “ Derivative Common Stock ” shall mean shares of Common Stock that are deemed beneficially owned by an Acquiring Person solely as a result of the application of clause (iv) of the definition of “Beneficial Owner” and “beneficial ownership”.

(l) “ Derivative Interest ” shall mean any derivative securities (as defined in Rule 16a-1 of the General Rules and Regulations under the Exchange Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible security, a long call option and a short put option position, in each case, regardless of whether (x) such interest conveys any voting rights in such security, (y) such interest is required to be, or is capable of being, settled through delivery of such security or (z) transactions hedge the economic effect of such interest; provided that, for the purposes of the definition of Derivative Interest, the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination. A derivative interest shall not include any interest, right, option or security set forth in Rule 16a-1(c)(1)-(5) or (7) of the General Rules and Regulations under the Exchange Act.

(m) “ Distribution Date ” shall have the meaning set forth in Section 3(a).

(n) “ Equivalent preferred stock ” shall have the meaning set forth in Section 11(d).

(o) “ Excepted Person ” shall have the meaning set forth in Section 1(a).

(p) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(q) “ Exchange Ratio ” shall have the meaning set forth in Section 24(a).

(r) “ Expiration Date ” shall have the meaning set forth in Section 7(a).

(s) “ Final Expiration Date ” shall have the meaning set forth in Section 7(a).

(t) “ Number of Adjustment Shares ” shall have the meaning set forth in Section 11(b).

(u) “ Person ” shall mean any individual, firm, corporation, partnership, trust association, limited liability company, limited liability partnership, or other entity and shall include any successor (by merger or otherwise) of any such entity.

(v) “ Preferred Stock ” shall mean the Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company.

(w) “ Principal Party ” shall have the meaning set forth in Section 13(b).

(x) “ Prior Written Approval of the Company ” shall mean prior express written consent of the Company to the actions in question, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of at least a majority of the members of the Board of Directors then in office.

(y) “ Purchase Price ” shall have the meaning set forth in Section 4.

(z) “ Record Date ” shall have the meaning set forth in the recitals.

(aa) “ Registrar ” shall have the meaning set forth in Section 5(a).

(bb) “ Right ” shall have the meaning set forth in the recitals.

(cc) “ Right Certificate ” shall have the meaning set forth in Section 3(a).

(dd) “ Rights Agent ” shall have the meaning set forth in the introduction.

(ee) “ Redemption Price ” shall have the meaning set forth in Section 23(a).

(ff) “ Section 11(b) Event ” shall have the meaning set forth in Section 11(b).

(gg) “ Section 13 Event ” shall mean an event described in clauses (x), (y) or (z) of Section 13(a).

(hh) “ Securities Act ” shall mean the Securities Act of 1933, as amended.

(ii) “ Stock Acquisition Date ” shall mean the earlier of (i) the first date of public announcement by the Company or a Person that a Person has become an Acquiring Person, or (ii) the date on which the Company

first has notice, direct or indirect, or otherwise determines that a Person has become an Acquiring Person; provided, however, that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a), then no Stock Acquisition Date shall be deemed to have occurred.

(jj) “ Subsidiary ” shall mean, with respect to any Person, any other Person of which voting securities or other ownership interests, in the absence of contingencies, to elect a majority of the board of directors (or other persons performing similar functions) of such other Person are at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, except that “Subsidiary” when used with reference to the Company shall mean any Person of which either a majority of the Common Stock or a majority of the voting equity securities or a majority of the equity interests is owned, directly or indirectly, by the Company.

(kk) “ Trading Day ” shall have the meaning set forth in Section 11(f)(i).

(ll) “ Trading Regulation ” shall mean any rule or regulation of any national securities exchange or quotation system on which the Common Stock or the Rights may from time to time be listed or traded.

(mm) “ Trust ” shall have the meaning set forth in Section 24(f).

(nn) “ Trust Agreement ” shall have the meaning set forth in Section 24(f).

Section 2. Appointment of Rights Agent . The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such Co-Rights Agents as it may deem necessary or desirable, upon ten (10) days prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agent. In the event the Company appoints one or more Co-Rights Agents, the respective duties of the Rights Agents and any Co-Rights Agents shall be as the Company shall determine.

Section 3. Issue of Right Certificates .

(a) Until the earlier of (i) the Close of Business on the tenth Business Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such employee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer would result in any such Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the dates referred to in clauses (i) or (ii), the “ Distribution Date ”; provided, that if the foregoing results in the Distribution Date being prior to the Record Date, the Distribution Date shall be the Record Date), without giving effect to any restrictions set forth in the Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) or, for Common Stock held in book-entry accounts, through the direct registration service of the Company’s transfer agent by such book-

entry accounts (together with a direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shares), and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company shall prepare and execute, and the Rights Agent shall countersign and (i) send, at the expense of the Company, by first class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a right certificate, in substantially the form of Exhibit A (the “ Right Certificate ”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights to such holder. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates or book-entry credits. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions of this Agreement that reference Right Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Right Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Right Certificate may be placed on the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights. The absence of specific language regarding book-entry accounts and credits in any provision of this Agreement shall not be interpreted to mean that the foregoing sentence is not applicable as appropriate to such provision.

(b) As soon as practicable after the Record Time, the Company will make a summary of the terms of the Rights in substantially the form of Exhibit B available to any holder of Rights who may so request from time to time prior to the Expiration Time. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. With respect to Common Stock held in book-entry accounts outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights will be held in book-entry accounts and represented by the related transaction advice or such other notification as the Board of Directors in its discretion may determine and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock or book-entry accounts holding Common Stock outstanding in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or held in such book-entry accounts.

(c) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall have impressed, printed or written on or otherwise affixed to them a legend in substantially the following form:

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Shareholder Protection Rights Agreement dated as of February 2, 2012 between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agreement”), as it may from time to time be supplemented or amended, the terms

of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void.

Each book-entry account for such Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights shall also be deemed to include the associated Rights, and the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shall bear a legend in substantially the following form:

Each security covered by this [advice/ownership statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Shareholder Protection Rights Agreement between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agreement”), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and no longer be evidenced by this [direct registration transaction advice/ownership statement]. The Company will mail to the holder hereof a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void.

With respect to such certificates or direct registration transaction advices containing the foregoing legend, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or held in such book-entry accounts (together with the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shares) alone, and the surrender for transfer of any of such certificates, whether by transfer of physical certificates or book-entry transfer, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates or direct registration transaction advices.

In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer outstanding.

Notwithstanding this Section or otherwise, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Section 4. Form of Right Certificates .

(a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Section 11 and Section 22, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-ten thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-ten thousandth of a share as set forth therein (the “ Purchase Price ”), but the number and identity of such shares and the Purchase Price shall be and remain subject to adjustment as provided herein.

(b) Any Right Certificate issued pursuant hereto that represents Rights beneficially owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing plan, agreement, arrangement or understanding regarding either the transferred Rights, shares of Common Stock or the Company or (B) a transfer which a majority of the Board of Directors has determined to be part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e), and any Right Certificate issued pursuant to Section 6, Section 11 or Section 22 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend, or a legend substantially to the following effect:

The Rights represented by this Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person. Accordingly, this Right Certificate and the Rights represented hereby are void in the circumstances specified in Section 7(e) of the Rights Agreement.

The failure to print the foregoing legend on any such Right Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e).

Section 5. Countersignature and Registration .

(a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or Assistant Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent or the registrar or co-registrar for the Common Stock (the “ Registrar ”) and shall not be valid for any purpose unless so countersigned. In case any officer of the Company whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent or the Registrar and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent or the Registrar, issued and delivered with the same force and effect

as though the person who signed such Right Certificates had not ceased to be such officer of the Company. Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its stockholder services office or such other office designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates .

(a) Subject to the provisions of Sections 4(b), 7(e), 11 and 14, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Right Certificate or Right Certificates may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of shares of Preferred Stock (or other securities, cash or other assets, as the case may be), as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged, with the forms of assignment and certificate contained therein duly executed, at the shareholder services office of the Rights Agent or such office designated for such purpose. The Right Certificates are transferable only on the registry books of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have (i) properly completed and signed the certificate contained in the form of assignment on the reverse side of such Right Certificate, (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner) as the Company or the Rights Agent shall reasonably request and (iii) paid a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. Thereupon, the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment from the Rights holder of a sum sufficient to cover any such tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates.

(b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights .

(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate set forth on the reverse side thereof properly completed and duly executed, to the Rights Agent at the shareholder services office of the Rights Agent or such office designated for such purpose, together with payment of the Purchase Price for each one one-ten thousandth of a share of Preferred Stock as to which the Rights are exercised, at or prior to the Close of Business on the Expiration Date. The “ Expiration Date ”, as used in this Agreement, shall be the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which the Rights are exchanged as provided in Section 24, or (iv) immediately prior to the effective time of a consolidation, merger or statutory share exchange in which the Common Stock is converted into, or into the right to receive, another security, cash or other consideration that does not constitute a Section 13 Event. Provided that a Stock Acquisition Date has not occurred prior to such date, the “ Final Expiration Date ”, as used in this Agreement, shall be the tenth anniversary of the date hereof, subject to amendment as provided herein.

(b) The Purchase Price for each one one-ten thousandth of a share of Preferred Stock pursuant to the exercise of a Right shall, as of the date hereof, be $100.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.

(c) Upon receipt of a Right Certificate, with the form of election to purchase and the certificate properly completed and duly executed, accompanied by payment of the Purchase Price for each one one-ten thousandth of a share of Preferred Stock to be purchased and an amount equal to any applicable tax or governmental charge required to be paid by the holder of the Rights pursuant hereto in accordance with Section 9 by certified check, bank draft or money order payable to the order of the Company or the Rights Agent, the Rights Agent shall, subject to Section 20(k), thereupon promptly (i) either (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares (or make entries in the book-entry account system of the transfer agent) of Preferred Stock to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the shares of Preferred Stock issuable upon exercise of the Rights hereunder into a depositary, requisition from the depositary agent depositary receipts representing such number of one one-ten thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby authorizes and directs such depositary agent to comply with all such requests, (ii) promptly after receipt of such certificates or depositary receipts (or confirmation or written notice that an entry has been made in the book-entry account system of the transfer agent) cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, (iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14, (iv) after receipt of any such cash, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate, (v) when appropriate, requisition from the Company the amount of cash or securities issuable upon exercise of a Right pursuant to the adjustment provisions of Section 11 or the exchange provisions of Section 24, and (vi) after receipt of any such cash or securities, promptly deliver such cash or securities to or upon the order of the registered holder of such Right Certificate, of any such cash or securities.

(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised

shall be prepared, executed and delivered by the Rights Agent to the registered holder of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Sections 6 and 14.

(e) Notwithstanding anything in this Agreement to the contrary, upon the first occurrence of a Section 11(b) Event or a Section 13 Event, any Rights that are or were at any time on or after the earlier of the Stock Acquisition Date or the Distribution Date beneficially owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing plan, agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock or the Company or (B) a transfer which a majority of the Board of Directors has determined to be part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), and any subsequent transferees of such Persons, shall be null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, or any Right Certificate which formerly evidenced such Rights, and neither the Company nor the Rights Agent shall have any obligation whatsoever with respect to such Rights or any Right Certificate, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) are complied with, but shall have no liability to any holder of Rights or any other Person as a result of its failure to make any determination under this Section 7(e) or Section 4(b) with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.

(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Section 8. Cancellation and Destruction of Right Certificates . All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

Section 9. Reservation and Availability of Shares of Preferred Stock .

(a) Subject to the Company’s rights under Section 11(c), the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or its

authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Agreement.

(b) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities.

(c) If the Company determines that registration under the Securities Act is required, then the Company shall use its reasonable best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(b) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(b) and Section 11(c), a registration statement under the Securities Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (1) the Expiration Date or (2) the date as of which the Rights are no longer exercisable for such securities. The Company will also take such action as may be appropriate under the “blue sky laws” of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(b), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company determines that a registration statement should be filed under the Securities Act or any securities laws following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights in each relevant jurisdiction until such time as a registration statement has been declared effective and, upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or be obtainable or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective.

(d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates (or entry in the book-entry account system of the transfer agent) or the issuance or delivery of certificates or depositary receipts for Preferred Stock and/or other securities in a name other than that of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, nor shall the Company be required to issue or deliver any certificates (or entry in the book-entry account system of the transfer agent) or depositary receipts for shares of Preferred Stock and/or other securities upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax or charge is due.

Section 10. Preferred Stock Record Date . Each Person (other than the Company) in whose name any certificate (or entry in the book-entry account) for shares of Preferred Stock (or other securities) is issued (or in whose name a book-entry account for such securities is held) upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (or other securities) represented thereby on, and such certificate (or, in the case of securities held in book-entry form, the related direct transaction registration advice) shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered (or the transfer of the book-entry accounts effected) and payment of the Purchase Price (and any applicable taxes and charges) was made; provided, however, that if the date of such surrender (or transfer in book-entry form) and payment is a date upon which the Preferred Stock (or other securities) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate (or, in the case of securities held in book-entry form, the related direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine) shall be dated, the next succeeding Business Day on which the Preferred Stock (or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate (or book-entry account) shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights . The Purchase Price, the number and identity of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a) In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (ii) subdivide the outstanding Preferred Stock, (iii) combine the outstanding Preferred Stock into a smaller number of shares or (iv) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11, the Purchase Price in effect at the time of the record date for such dividend or the time of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock, including Preferred Stock, issuable upon exercise of a Right, shall be proportionately adjusted so that the holder of any Right exercised after such time, upon payment of the aggregate consideration such holder would have had to pay to exercise such Right prior to such time, shall be entitled to receive the aggregate number and kind of shares of capital stock, including Preferred Stock, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification.

(b) In the event any Person becomes an Acquiring Person (“ Section 11(b) Event ”), then proper provision shall be made so that each holder of a Right, subject to Section 7(e) and Section 24 hereof and except as provided below, shall after the later of the occurrence of such event and the effective date of an appropriate registration statement pursuant to Section 9, have a right to receive, upon exercise thereof at the then current Purchase Price multiplied by the then number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable in accordance with the terms of this Agreement, in lieu of shares of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (y) multiplying the then current Purchase Price by the then number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (z) 50% of the current market

price per one share of Common Stock (determined pursuant to Section 11(f) on the date of the occurrence of the Section 11(b) Event) (such number of shares being referred to as the “ Number of Adjustment Shares ”).

(c) In the event that there shall not be sufficient treasury shares or authorized but unissued shares of Common Stock to permit the exercise in full of the Rights in accordance with the foregoing Section 11(b), and the Rights become so exercisable, notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price, multiplied by the then number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement, a number of shares, or units of shares, of (y) Common Stock, and (z) preferred stock (or other equity securities) of the Company, including, but not limited to, Preferred Stock, equal in the aggregate to the Number of Adjustment Shares where the Board of Directors shall have in good faith deemed such shares or units, other than the shares of Common Stock, to have at least the same value and voting rights as the Common Stock (a “ common stock equivalent ”); provided, however, if there are unavailable sufficient shares (or fractions of shares) of Common Stock and/or common stock equivalents, then the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or common stock equivalents for issuance upon exercise of the Rights, including the calling of a meeting of shareholders; and provided, further, that if the Company is unable to cause sufficient shares of Common Stock and/or common stock equivalents to be available for issuance upon exercise in full of the Rights, then the Company, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date thereof to which it is a party, shall make provision to pay an amount in cash or other consideration (including, without limitation, debt securities or assets or a combination of any of the foregoing) equal to twice the Purchase Price (as adjusted pursuant to this Section 11), in lieu of issuing shares of Common Stock and/or common stock equivalents. To the extent that the Company determines that some action needs to be taken pursuant to this Section 11(c), the Board of Directors by action of at least a majority of its members then in office may suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the Section 11(b) Event shall have occurred, in order to decide the appropriate form of distribution to be made pursuant to this Section 11(c) and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Board of Directors may, but shall not be required to, establish procedures to allocate the right to receive Common Stock and common stock equivalents upon exercise of the Rights among holders of Rights, which such allocation may be, but is not required to be, pro-rata.

(d) If the Company shall fix a record date for the issuance of rights (other than any Rights hereunder) or warrants to all holders of Preferred Stock entitling them (for a period expiring within 90 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the Preferred Stock (“ equivalent preferred stock ”)) or securities convertible into Preferred Stock or equivalent preferred stock, at a price per share of Preferred Stock or per share of equivalent preferred stock or having a conversion or exercise price per share, as the case may be, less than the current market price per share of Preferred Stock (as determined pursuant to Section 11(f)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock or equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be

offered) would purchase at such current market price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(e) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(d)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price for one share of Preferred Stock (as determined pursuant to Section 11(f)) on such record date less the fair market value (as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes) of the portion of the assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one share of Preferred Stock, and the denominator of which shall be such current market price for one share of Preferred Stock (as determined pursuant to Section 11(f)). Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(f) (i) For the purpose of any computation hereunder, the “current market price” of any security (a “Security” for purposes of this Section 11(f)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days immediately prior to, but not including, such date; provided, however, that in the event that the current market price per share of such Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into shares of such Security or (B) any subdivision, combination or reclassification of such Security, and prior to the expiration of 30 Trading Days after but not including the ex-dividend date for such dividend or distribution or the record date for such subdivision, combination or reclassification, then, and in each such case, the current market price shall be appropriately adjusted by the Board of Directors to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the

Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price, or if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, or, if on any such date the Security is not so quoted and if such bid and asked prices are not available, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by a majority of the Board of Directors. If on any such date no market maker is making a market in the Security, the fair value of such Security on such date as determined in good faith by a majority of the Board of Directors shall be used, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day. If the Security is not publicly held or not so listed or traded, “current market price” shall mean the fair value as determined in good faith by a majority of the Board of Directors, which determination shall be described in a statement filed with the Rights Agent and conclusive for all purposes or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors, which shall have the duty to make such determination in a reasonable and objective manner, whose determination shall be described in a statement filed with the Rights Agent and conclusive for all purposes.

(ii) For the purpose of any computation hereunder, the “current market price” per share (or one one-ten thousandth of a share) of Preferred Stock shall be determined in the same manner as set forth above for the Common Stock in clause (i) of this Section 11(f) (other than the last sentence thereof). If the current market price per share (or one one-ten thousandth of a share) of Preferred Stock cannot be determined in the manner provided above or if the Preferred Stock is not publicly held or listed or traded in a manner described in clause (i) of this Section 11(f), the “current market price” per share of Preferred Stock shall be conclusively deemed to be an amount equal to 10,000 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the current market price per share of the Common Stock and the “current market price” per one one-ten thousandth of a share of Preferred Stock shall be equal to the current market price per share of the Common Stock (as appropriately adjusted). If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, “current market price” per share shall mean the fair value per share as determined in good faith by the Board of Directors, which determination shall be described in a statement filed with the Rights Agent and conclusive for all purposes, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors, which shall have the duty to make such determination in a reasonable and objective manner, whose determination shall be described in a statement filed with the Rights Agent and conclusive for all purposes.

(g) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one ten-thousandth of a share, as the case may be. Notwithstanding the first sentence of this Section 11(g), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which mandates such adjustment or (ii) the Expiration Date.

(h) In the event that at any time, as a result of an adjustment made pursuant to Section 11(a) or (b) hereof, the holder of any Right shall be entitled to receive upon exercise of such Right any shares of capital

stock of the Company other than shares of Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Preferred Stock contained in Section 11(a), (b), (c), (d), (e), (g), (i), (j), (k), (l), (m), (n) and (o), inclusive, and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the shares of Preferred Stock shall apply on like terms to any such other shares.

(i) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-ten thousandths of a share of Preferred Stock or other capital stock of the Company purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment of the Purchase Price.

(j) Unless the Company shall have exercised its election as provided in Section 11(k), upon each adjustment of the Purchase Price as a result of the calculations made in Section 11(d) and (e), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-ten thousandths of a share of Preferred Stock (calculated to the nearest one ten-thousandth) obtained by (i) multiplying (A) the number of one one-ten thousandths of a share of Preferred Stock covered by a Right immediately prior to the adjustment by (B) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(k) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of shares of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-ten thousandths of a share of Preferred Stock for which such Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after such adjustment. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(k), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of the Right Certificates on the record date specified in the public announcement.

(l) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may

continue to express the Purchase Price and the number of shares which were expressed in the initial Right Certificates issued hereunder.

(m) Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, of the shares of Common Stock or other securities and below one one-ten thousandth of the then par value, if any of the Preferred Stock, issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Preferred Stock, Common Stock or other securities at such adjusted Purchase Price. If upon any exercise of the Rights, a holder is to receive a combination of Common Stock and common stock equivalents, a portion of the consideration paid upon such exercise, equal to at least the then par value of a share of Common Stock of the Company, shall be allocated as the payment for each share of Common Stock of the Company so received.

(n) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the shares of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the shares of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(o) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that in their good faith judgment a majority of the Board of Directors shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for cash of any Preferred Stock at less than the then current market price, (iii) issuance wholly for cash of Preferred Stock or securities which by their terms are convertible into or exchangeable for Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to hereinabove in this Section 11, hereafter made by the Company to the holders of its Preferred Stock, shall not be taxable to such shareholders.

(p) Anything in this Agreement to the contrary notwithstanding, in the event that at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or (ii) effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in any such case (y) the number of one one-ten thousandths of a share of Preferred Stock purchasable after such event upon proper exercise of each Right shall be determined by multiplying the number of one one-ten thousandths of a share of Preferred Stock so purchasable immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately before such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event, and (z) each share of Common Stock outstanding immediately after such event shall have issued with respect to it that number of Rights which each share of Common Stock outstanding immediately prior to such event had issued with respect to it.

The adjustments provided for in this Section 11(p) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.

(q) The Company covenants and agrees that it shall not, at any time after the Distribution Date and so long as the Rights have not been redeemed pursuant to Section 23 or exchanged pursuant to Section 24, (i) consolidate with, (ii) merge with or into, or (iii) sell or transfer, in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, if at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights.

(r) The Company covenants and agrees that, after the Stock Acquisition Date, it will not, except as permitted by Sections 23 and 24, take any action the purpose or effect of which is to diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights; provided, however, that the issuance of additional Rights pursuant hereto, including without limitation, by action of the Board of Directors under Section 22, shall not be deemed to violate this Section 11(r).

Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation an event which causes any Rights to become null and void) occurs, as provided in Sections 11 or 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment or describing such event, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) include a brief summary thereof in a mailing to each holder of a Right Certificate in accordance with Section 26, or prior to the Distribution Date, disclose a brief summary in a filing under the Exchange Act; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the legality or validity of such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustments therein contained.

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power .

(a) In the event that, directly or indirectly, at any time after a Person has become an Acquiring Person, (x) the Company shall consolidate with, or merge with and into, any other Person, (y) any Person shall consolidate with or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (z) the Company shall sell, or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than to the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price multiplied by the then number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable (or if a Section 11(b) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-ten thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(b) Event by the Purchase Price in effect immediately prior to such first occurrence) in accordance with the terms of this Agreement, in lieu of Preferred Stock, such number of shares of freely tradable Common Stock of the Principal Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable (or if a Section 11(b) Event has occurred prior to the first occurrence of a Section 13

Event, multiplying the number of such one one-ten thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(b) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product by (B) 50% of the current market price per share of the Common Stock of such Principal Party (as determined pursuant to Section 11(f)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11, except for the provisions of 11(b), shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the authorization and reservation of a sufficient number of shares of its Common Stock to permit exercise of all outstanding Rights in accordance with this Section 13(a)) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights.

(b) “ Principal Party ” shall mean:

(i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a) hereof, the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person, including the Company, that is the other party to the merger or consolidation; and

(ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a) hereof, the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions; provided, however, that in any case described in clause (i) or (ii) in this Section 13(b), (x) if the Common Stock of such Person is not at such time and has not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary or Affiliate of another Person, “Principal Party” shall refer to such other Person; (y) in case such Person is a Subsidiary, directly or indirectly, or Affiliate of more than one Person, the Common Stocks of all of which are and have been so registered, “Principal Party” shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value, and (z) in case such Person is, or is owned directly or indirectly by, a partnership or joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in (x) and (y) above shall apply to each of the chains of ownership having an interest in such joint venture as if such party were a “Subsidiary” of both or all of such joint venturers and the Principal Parties in each such chain shall bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interests.

(c) The Company shall not consummate any such consolidation, merger, sale or transfer unless (i) the Principal Party shall have a sufficient number of shares of its authorized Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13, (ii) all rights of first refusal or preemptive rights in respect of the issuance of Common Stock of such Principal Party upon exercise of outstanding Rights have been waived, (iii) there are no rights, warrants, instruments or securities outstanding or any plan, agreement, arrangement or transaction which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights, (iv) such transaction shall not result in a default by such Principal Party under this Agreement, and (v) prior thereto the Company and each Principal Party and each other Person who may become a Principal Party as a result of such consolidation, merger, sale or transfer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and

(b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger, sale or transfer of assets mentioned in paragraph (a) of this Section 13, the Principal Party will:

(i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, will use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and will use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date;

(ii) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under the “blue sky laws” of such jurisdictions as may be necessary or appropriate; and

(iii) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(b) Event, the Rights which have not theretofore been exercised shall thereafter also become exercisable in the manner described in Section 13(a).

Section 14. Fractional Rights and Fractional Shares .

(a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company shall pay or cause to be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, not so quoted, the average of the high bid and low asked prices in the over-the-counter market or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by a majority of the Board of Directors. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by a majority of the Board of Directors shall be used and conclusive for all purposes, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and conclusive for all purposes.

(b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one one-ten thousandth of a share of Preferred Stock) upon exercise of

the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-ten thousandth of a share of Preferred Stock). Fractions of shares of Preferred Stock in integral multiples of one one-ten thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-ten thousandth of a share of Preferred Stock, the Company may pay to the registered holders of Right Certificates at the time such Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a one one-ten thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the current market value of one one-ten thousandth of a share of Preferred Stock shall be one one-ten thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(f)(ii)) for the Trading Day immediately prior to the date of such exercise.

(c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive common stock equivalents (other than Preferred Stock) or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of shares or units of such common stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of such common stock equivalents or other securities. In lieu of fractional shares or units of such common stock equivalents or other securities, the Company may pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share or unit of such common stock equivalent or other securities. For purposes of this Section 14(c), the current market value shall be determined in the manner set forth in Section 11(f) for the Trading Day immediately prior to the date of such exercise and, if such common stock equivalent is not traded, each such common stock equivalent shall have the value of one one-ten thousandth of a share of Preferred Stock.

(d) Except as otherwise expressly provided in this Section 14, the holder of a Right by the acceptance of the Right expressly waives such holder’s right to receive any fractional Rights or any fractional share upon exercise of Rights.

Section 15. Rights of Action . All rights of action in respect of this Agreement, except for rights of action given to the Rights Agent under Section 18 or Section 20, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Stock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock), may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of, the obligations of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys’ fees, incurred by them in any action to enforce the provisions of this Agreement.

Section 16. Agreement of Right Holders . Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock;

(b) after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the stockholder services office of the Rights Agent or such office designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly completed and fully executed; and

(c) subject to Section 6 and Section 7(f), the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate or book-entry registration advice made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and

(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, self-regulatory, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

Section 17. Right Certificate Holder Not Deemed a Shareholder . No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of Preferred Stock, Common Stock or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 25), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.

Section 18. Concerning the Rights Agent . The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability.

The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right

Certificate or certificate for Preferred Stock, Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.

Notwithstanding anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 19. Merger or Consolidation or Change of Name of Rights Agent . Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

Section 20. Duties of Rights Agent . The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, Chief Financial Officer or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any adjustment required under the provisions of Sections 11 or 13 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice to the Rights Agent of any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Preferred Stock or other securities to be issued pursuant to this Agreement or any Right Certificate or as to whether any shares of Preferred Stock or other securities will, when issued, be validly authorized and issued, fully paid and nonassessable.

(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the Chief Executive Officer, the President, Chief Financial Officer, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer.

(h) The Rights Agent and any shareholder, director, affiliate, officer, employee, agent or representative of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other Person.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided that reasonable care was exercised in the selection and continued employment thereof.

(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its

rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(k) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1, clause 2 and/or, in the case of the certificate attached to the form of election to purchase, clause 3 thereof, the Rights Agent shall not take any further action with respect to such requested exercise of transfer without first consulting with the Company.

Section 21. Change of Rights Agent . The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock and Preferred Stock by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock by registered or certified mail, and to the holders of the Right Certificates by first-class mail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (which holder shall, with such notice, submit such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or other entity organized and doing business under the laws of the United States or of any state, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25,000,000, or (b) an affiliate of a corporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and Preferred Stock, and mail a notice thereof in writing to the registered holders of the Right Certificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. Failure to give any notice provided for this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22. Issuance of New Right Certificates .

(a) Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by a majority of the Board of Directors then in office to reflect any adjustment or change in the Purchase Price and

the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement.

(b) In addition, in connection with the issuance or sale of Common Stock following the Distribution Date and prior to the redemption, exchange or expiration of the Rights, the Company (i) shall with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement, or upon the exercise, conversion or exchange of securities or other rights or options to acquire Common Stock hereinafter issued by the Company, and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (A) no such Right Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificates would be issued, and (B) no Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Section 23. Redemption and Termination .

(a) The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “ Redemption Price ”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis, in such form and with such conditions as the Board of Directors in its sole discretion may establish.

(b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the legality or validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Amounts payable shall be rounded down to the nearest one cent.

(c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Section 24. Exchange .

(a) The Board of Directors may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect adjustments in the number of Rights pursuant to Section 11 of this Agreement (such exchange ratio being hereinafter referred to as the “ Exchange Ratio ”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding.

(b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail or cause to be mailed a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e)) held by each holder of Rights.

(c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(d) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-ten thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.

(d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock (or equivalent preferred stock) issued but not outstanding or authorized but unissued to permit any exchange of Rights, as contemplated in accordance with this Section 24, the Company shall either (i) take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or equivalent preferred stock) for issuance upon exchange of the Rights (provided that if such approval is not obtained the Company will take the action specified in clause (ii) of this sentence), or (ii) take such action as shall be necessary to ensure and provide, as and when and to the maximum extent permitted by applicable law and without exposing directors to personal liability in connection therewith (as determined by the Board of Directors) and any agreements or instruments in effect on the Stock Acquisition Date (and remaining in effect) to which it is a party, that each Right shall thereafter constitute the right to receive debt or equity securities or other assets (or a combination thereof) having a fair value equal to the product of the current market price of a share of Common Stock (as determined pursuant to Section 11(f)) on the date of the Section 11(b) Event multiplied by

the Exchange Ratio in effect on the date of the Section 11(b) Event, where the fair value of such debt or equity securities or other assets (or a combination thereof) shall be as determined in good faith by the Board of Directors after consultation with a nationally recognized investment banking firm.

(e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the current market price of a share of Common Stock (as determined pursuant to Section 11(f)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

(f) Upon or prior to effecting an exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall approve (the “ Trust Agreement ”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “ Trust ”) all or part (as determined by the Board of Directors) of the Common Stock, fractional Preferred Stock or other securities, if any, subject to exchange in accordance with this Section to (x) all holders of outstanding and exercisable Rights subject to exchange in accordance with Section 24(a), which shall not include Rights that have become void pursuant to the provisions of Section 7(e), or (y) some portion of such holders (which may consist of holders who have not taken proper steps to certify or otherwise demonstrate to the satisfaction of the Company that the Rights held by them have not become void pursuant to the provisions of Section 7(e)), and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such shares or other securities only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners and their Affiliates and Associates (or former Beneficial Owners and their Affiliates and Associates) as the Company or the Rights Agent shall reasonably request in order to determine if such Rights are void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board of Directors in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Section 25. Notice of Proposed Actions .

(a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities,

rights or options, (iii) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right, in accordance with Section 26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

(b) In case a Section 11(b) Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(b).

(c) Failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote on any such action.

Section 26. Notices . Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by overnight delivery service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

Post Holdings, Inc.

2503 S. Hanley Road

St. Louis, Missouri 63144

Attention: Secretary

Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by overnight delivery service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attention: Client Services

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 27. Supplements and Amendments.

(a) The Company may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in any manner which the Company may deem necessary or desirable, including, without limitation, in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder (including without limitation to extend the Final Expiration Date), (iv) to increase or decrease the Purchase Price, or (v) to make any other change.

(b) Notwithstanding anything set forth in Section 27(a), from and after such time as any Person becomes an Acquiring Person, the Company may supplement or amend this Agreement to make any changes which the Company may deem necessary or desirable (i) that shall not materially adversely affect the interests of the holders of Rights or (ii)(A) in order to cure any ambiguity; (B) to correct or supplement any provision contained herein that may be inconsistent with any other provisions herein or otherwise defective, including, without limitation, any change in order to satisfy any applicable law, rule or regulation, including, without limitation, any Trading Regulation on any applicable exchange so as to allow trading of the Company’s securities thereon; or (C) to shorten or lengthen any time period herein; provided, however, that this Agreement may not be supplemented or amended to lengthen pursuant to clause (ii)(C) of this subsection, (x) the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (y) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of the Rights.

(c) Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything herein to the contrary, any supplement or amendment that adversely affects the Rights Agent’s own duties, obligations or immunities under this Agreement shall require the prior written consent of the Rights Agent, which shall not be unreasonably withheld.

Section 28. Successors . All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29. Determinations and Actions by the Board, etc . The Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement. All such actions, interpretations, calculations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) done or made by the Board of Directors shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights. The Rights Agent shall be entitled to assume that the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Section 30. Benefits of This Agreement . Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock).

Section 31. Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is the intent of the parties hereto to enforce the remainder of the terms, provisions, covenants and restrictions of this Agreement to the maximum extent permitted by law.

Section 32. Governing Law . This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Missouri and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; except that the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

Section 33. Counterparts . This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

Section 34. Descriptive Headings . Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 35. Force Majeure . Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, labor difficulties, war, or civil unrest.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.


		Post Holdings, Inc.

Attest:		By:	/s/ Diedre J. Gray
By:	/s/ Margaret J. Lammert	Name: Diedre J. Gray
Name: Margaret J. Lammert		Title: Senior Vice President – Legal and Secretary
Title: Compliance Manager


		Computershare Trust Company, N.A.

Attest:		By:	/s/ Dennis V. Moccia
By:	/s/ Colleen Shea-Keating	Name: Dennis V. Moccia
Name: Colleen Shea-Keating		Title: Manager, Contract Administration
Title: Contract Consultant

Exhibit A

[Form Right Certificate]



Certificate No. R-		Rights

NOT EXERCISABLE AFTER THE EXPIRATION DATE. AT THE OPTION OF THE COMPANY, THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT OR EXCHANGE FOR COMMON STOCK, UNDER THE CIRCUMSTANCES AND ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

Right Certificate

Post Holdings, Inc.

This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Shareholder Protection Rights Agreement dated as of February 2, 2012 (the “Rights Agreement”) between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. St. Louis, Missouri time on the Expiration Date, as that term is defined in the Rights Agreement, at the stockholder services office (or such office designated for such purpose) of the Rights Agent, or its successor as Rights Agent, one one-ten thousandth of a fully paid, nonassessable share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share (“Preferred Stock”), of the Company, at a purchase price of $100.00 per one one ten-thousandth share (the “Purchase Price”) upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise of each Right) and the Purchase Price set forth above, are the number and Purchase Price as of , 20 based on the shares of Preferred Stock of the Company as constituted at such date.

The Purchase Price and the number of shares of Preferred Stock which may be purchased upon the exercise of each of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase securities of an entity other than the Company or securities of the Company other than Preferred Stock or assets of the Company, all as provided in the Rights Agreement.

This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the Company.

This Right Certificate, with or without other Right Certificates, upon surrender at the stockholder services office (or such office designated for such purpose) of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised.

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Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.001 per Right on or prior to the Stock Acquisition Date (as defined in the Rights Agreement). In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of Common Stock or one one-ten thousandth of a share of Preferred Stock per Right (or, in certain cases, other securities or assets of the Company), subject in each case to adjustment in certain events as provided in the Rights Agreement following the Stock Acquisition Date and prior to the time an Acquiring Person, as that term is defined in the Rights Agreement, becomes the Beneficial Owner (as defined in the Rights Agreement) of 50% or more of the Common Stock of the Company then outstanding.

No fractional shares of Preferred Stock will be issued upon the exercise of any Rights evidenced hereby (other than fractions which are integral multiples of one one-ten thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). In lieu of fractions of a share, a cash payment will be made, as provided in the Rights Agreement.

No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement.

This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned (either manually or by facsimile) by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.

Dated as of , 20 .


						Post Holdings, Inc.

Attest:						By:
						Name:
By:						Title:
Name:
Title:


Countersigned:

Computershare Trust Company, N.A., as Rights Agent

By:
Authorized signature

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[Form of Reverse Side of Right Certificate]

Form of Assignment

(To be executed by the registered holder if such holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED hereby sells, assigns and transfers unto

(Please print name and address of transferee)

this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.


Dated: , 20

By:
Signature

(Signature must conform in all respects to name of holder as specified on the face of this Right Certificate)

Signature Guaranteed:

Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

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CERTIFICATE

(To be completed if true)

The undersigned hereby represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as each such term is defined in the Rights Agreement).


Dated: , 20

By:
Signature

(Signature must conform in all respects to name of holder as specified on the face of this Right Certificate)

NOTICE

In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as each such term is defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Right Certificate to be null and void and not transferable or exercisable.

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[To be attached to each Rights Certificate]

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise the Right Certificate.)

To Post Holdings, Inc.:

The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the shares of Preferred Stock or such other securities or assets as may then be issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of:

Name:

Address

Social security or taxpayer identification number:

If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Name:

Address

Social security or taxpayer identification number:


Dated: , 20

By:
Signature

(Signature must conform in all respects to name of holder as specified on the face of this Right Certificate)

Signature Guaranteed:

(To be completed if true)

The undersigned hereby represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as each such term is defined in the Rights Agreement).


Dated: , 20

By:
Signature

(Signature must conform in all respects to name of holder as specified on the face of this Right Certificate)

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NOTICE

In the event the certification set forth above is not completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced by the attached Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be null and void and not transferable or exercisable.

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Exhibit B

Summary of Preferred Stock Purchase Rights

On February 1, 2012, the Board of Directors of Post Holdings, Inc. (the “Company”) declared a dividend distribution of one preferred stock purchase right (a “Right”) for each outstanding share of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The dividend distribution is payable on the date of the effective time of the spin-off of the Company from Ralcorp Holdings, Inc., to Ralcorp as the sole shareholder of record of the Common Stock issued and outstanding at such time, which date also serves as the record date for such dividend. Except as set forth below, each Right entitles the registered holder to purchase from the Company one one-ten thousandth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $100.00 per one one-ten thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Shareholder Protection Rights Agreement (“the Rights Agreement”) between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).

Until the earlier to occur of (i) the close of business on the tenth business day following the date of public announcement or the date on which the Company first has notice or determines that a person or group of affiliated or associated persons (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any Excepted Person) (an “Acquiring Person”) has acquired, or obtained the right to acquire, 15% or more of the Common Stock without the prior express written consent of the Company executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of at least a majority of the members of the Board of Directors then in office (the “Stock Acquisition Date”) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors but not later than the tenth business day after such time as any such person or group becomes an Acquiring Person) following the commencement of a tender offer or exchange offer, without the prior written consent of the Company, by a person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any Excepted Person) which, upon consummation, would result in such person’s beneficial ownership of 15% or more of the outstanding shares of voting stock of the Company (the earlier of the dates in clause (i) or (ii) above being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates.

The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Company’s Common Stock. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate certificates alone will then evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will expire, if not previously exercised, on the tenth anniversary of the date of the Rights Agreement (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company.

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of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above).

Shares of Preferred Stock or fractions thereof purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will have a preferential dividend in an amount equal to the greater of $100 or 10,000 times any dividend declared on each share of Common Stock. In the event of liquidation, the holders of the Preferred Stock will receive a preferred liquidation payment per share of equal to $10,000 per share, plus an amount equal to accrued and unpaid dividends and distributions, whether or not declared. Each share of Preferred Stock will have 10,000 votes per share, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 10,000 times the amount and type of consideration received per share of Common Stock. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions.

Because of the nature of the Preferred Stock’s dividend and liquidation rights, the value of the one one-ten thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.

For purposes of the foregoing, an “Excepted Person” means any person who is the Beneficial Owner of more than 15% of the Common Stock prior to the first public announcement of the adoption of the Agreement; provided, however, that if any Excepted Person shall, after such date, become the Beneficial Owner of any additional shares of Common Stock (not including any stock dividend, rights dividend, stock split or similar transaction effected by the Company in which all holders of Common Stock are treated equally) representing more than 1.0% of the Common Stock outstanding, that Excepted Person shall be deemed to be an Acquiring Person and all shares of Common Stock beneficially owned by an Excepted Person shall be counted for purposes of determining whether the Excepted Person is an Acquiring Person; provided, further, that such Excepted Person

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shall cease to be an Excepted Person immediately at such time as such Person ceases to be the Beneficial Owner of more than 15% of the Common Stock then outstanding. For purposes of the Agreement, at any time before the Spin-Off (as defined in the Rights Agreement), a Person shall be deemed to be the Beneficial Owner of the shares of Common Stock (x) distributable to such Person in the Spin-Off or (y) distributable or transferable to such Person as a result of when-issued trading in the Common Stock before the Spin-Off, and Ralcorp Holdings, Inc. shall not be deemed to be the Beneficial Owner of any shares of Common Stock before the Spin-Off (and, for avoidance of doubt, is considered an Excepted Person following the Spin-Off if it Beneficially Owns more than 15% of the Common Stock outstanding immediately after the Spin-Off).

If, after a person has become an Acquiring Person, the Company were acquired in a merger or other business combination transaction where the Company is not the surviving corporation or where Common Stock is exchanged or changed or 50% or more of the Company’s assets or earnings power is sold in one or several transactions, each Right would entitle the holders thereof (except for the Acquiring Person) upon exercise to receive such number of shares of the acquiring company’s common stock as shall be equal to the result obtained by multiplying the then current Purchase Price by the number of one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by 50% of the then current market price per share of the common stock of the acquiring company on the date of such merger or other business combination transaction.

At any time prior to the date an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis, in such form, and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights in any manner which it may deem necessary or desirable; provided, however, that the after such time as any person becomes an Acquiring Person, the Company may supplement or amend the Rights Agreement to make such changes (i) that shall not materially adversely affect the interests of the holders of Rights or (ii)(a) in order to cure any ambiguity; (b) to correct or supplement any provision contained in the agreement that may be inconsistent with any other provisions or otherwise defective, or (c) subject to certain exceptions, to shorten or lengthen any time period therein.

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to the Company’s Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety

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by reference to the Rights Agreement, as the same may be amended from time to time, which is hereby incorporated herein by reference.

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Exhibit C

Form of

Certificate of Designation, Preferences and Rights of

Series A Junior Participating Cumulative Preferred Stock

Post Holdings, Inc.

Pursuant to Section 351.180 of

The General and Business Corporation Law of Missouri

We, , [NAME OF OFFICE], and , [NAME OF OFFICE], of Post Holdings, Inc., a corporation organized and existing under the General and Business Corporation Law of Missouri, in accordance with the provisions of Section 351.180 thereof, DO HEREBY CERTIFY:

Section 1. Designation and Amount.

Section 2. Dividends and Distributions.

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February 1, 2012 (the “Rights Declaration Date”) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Cumulative Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 3. Voting Rights.

The holders of shares of Series E Junior Participating Cumulative Preferred Stock shall have the following voting rights:

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numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 4. Certain Restrictions.

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Section 5. Reacquired Shares.

Section 6. Liquidation, Dissolution or Winding Up.

(C) In the event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding

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immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc.

Section 8. Redemption.

The shares of Series A Junior Participating Cumulative Preferred Stock shall not be redeemable.

Section 9. Ranking.

Section 10. Fractional Shares.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this th day of , 20 .


						Post Holdings, Inc.

Attest:						By:

By:						Name:
Name:						Title:
Title:

C-5

Exhibit 10.3

POST HOLDINGS, INC.

2012 LONG-TERM INCENTIVE PLAN

1. Establishment and Purpose. Post Holdings, Inc. hereby establishes, effective February 3, 2012, an incentive compensation plan known as the “Post Holdings, Inc. 2012 Long-Term Incentive Plan” (“Plan”). The purpose of the Plan is to attract, retain, and motivate Participants (as defined herein) by offering such individuals opportunities to realize stock price appreciation, by facilitating stock ownership, and/or by rewarding them for achieving a high level of corporate performance. In addition, the Plan permits the issuance of Awards in a partial or full substitution for certain awards relating to shares of the common stock of Ralcorp Holdings, Inc. immediately prior to the spin-off of the Company by Ralcorp Holdings, Inc.

2. Definitions. The capitalized terms used in this Plan have the meanings set forth below.

(a) “Affiliate” means any corporation that is a Subsidiary of the Company and, for purposes other than the grant of Incentive Stock Options, any limited liability company, partnership, corporation, joint venture, or any other entity in which the Company or any such Subsidiary owns an equity interest.

(b) “Agreement” means a written contract entered into between the Company or an Affiliate and a Participant or, in the discretion of the Committee, a written certificate issued by the Company or an Affiliate to a Participant, in either case, containing or incorporating the terms and conditions of an Award in such form (not inconsistent with this Plan) as the Committee approves from time to time, together with all amendments thereof, which amendments may be made unilaterally by the Company (with the approval of the Committee) unless such amendments are deemed by the Committee to be materially adverse to the Participant and are not required as a matter of law.

(c) “Associate” means any full-time or part-time employee (including an officer or director who is also an employee) of the Company or an Affiliate. Except with respect to grants of Incentive Stock Options, “Associate” shall also include any Non-Employee Director serving on the Company’s Board of Directors. References in this Plan to “employment” and related terms (except for references to “employee” in this definition of “Associate” or in Section 7(a)(i)) shall include the providing of services as a Non-Employee Director.

(d) “Award” means a grant made under this Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares or any Other Award, whether singly, in combination or in tandem.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” shall mean the willful failure by a Participant to perform his duties with the Company, a Parent or a Subsidiary or the willful engaging in conduct

which is injurious to the Company, a Parent or any Subsidiary, monetarily or otherwise, as determined by the Committee in its sole discretion.

(g) “Change in Control” shall mean, except as otherwise provided in an Agreement, any of the following:

(i) Individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board;

(ii) More than 50% of the (x) combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Company Voting Securities”) or (y) the then outstanding Shares of Stock (“Outstanding Company Common Stock”) is directly or indirectly acquired or beneficially owned (as defined in Rule 13d-3 under the Exchange Act, or any successor rule thereto) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), provided, however, that the following acquisitions and beneficial ownership shall not constitute Changes in Control pursuant to this paragraph 2(f)(ii);

(A) any acquisition or beneficial ownership by the Company or a Subsidiary, or

(B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one of more of its Subsidiaries.

(iii) Consummation of a reorganization, merger, share exchange or consolidation (a “Business Combination”), unless in each case following such Business Combination,

(A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company through one or more subsidiaries);

(B) no individual, entity or group (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common

stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors or other governing body of the entity resulting from such Business Combination, except to the extent that such individual, entity or group owned more than 50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the Business Combination; and

(C) at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, approving such Business Combination.

(iv) The Company shall sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions).

(v) The shareholders of the Company shall approve a plan to liquidate or dissolve the Company and the Company shall commence such liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control shall not include transactions (commonly known as Morris Trust transactions) pursuant to which a third party acquires one or more businesses of the Company by acquiring all of the common stock of the Company while leaving the Company’s remaining businesses in a separate public company, unless the businesses so acquired constitute all or substantially all of the Company’s businesses, or any transactions commonly known as Reverse Morris Trust transactions.

(h) “Change in Control Date” shall mean, in the case of a Change in Control defined in clauses (i) through (iv) of the definition thereof, the date on which the event occurs, and in the case of a Change in Control defined in clause (v) of the definition thereof, the date on which the Company shall commence such liquidation or dissolution.

(i) “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor statute.

(j) “Committee” means the committee of directors appointed by the Board to administer this Plan. In the absence of a specific appointment, “Committee” shall mean the Compensation Committee of the Board.

(k) “Company” means Post Holdings, Inc., a Missouri corporation, or any successor to all or substantially all of its businesses by merger, consolidation, purchase of assets or otherwise.

(l) “Disability” means, except as otherwise provided in an Agreement, that the Participant has suffered physical or mental incapacity of such nature as to prevent him

from engaging in or performing the principal duties of his customary employment or occupation on a continuing or sustained basis, provided that, if a Participant has entered into an employment agreement with the Company, the Committee, in its sole discretion, may determine to substitute the definition set forth in such agreement. All determinations as to the date and extent of disability of any Participant shall be made by the Committee upon the basis of such evidence as it deems necessary or desirable.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended; “Exchange Act Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor regulation.

(n) “Fair Market Value” as of any date means, unless otherwise expressly provided in this Plan:

(i) (A) the closing sales price of a Share on the composite tape for New York Stock Exchange (“NYSE”) listed shares, or if Shares are not quoted on the composite tape for NYSE listed shares, on the Nasdaq Global Select Market or any similar system then in use or, (B) if clause (i)(A) is not applicable, the mean between the closing “bid” and the closing “asked” quotation of a Share on the Nasdaq Global Select Market or any similar system then in use, or (C) if the Shares are not quoted on the NYSE composite tape or the Nasdaq Global Select Market or any similar system then in use, the closing sale price of a Share on the principal United States securities exchange registered under the Exchange Act on which the Shares are listed, in any case on the specified date, or, if no sale of Shares shall have occurred on that date, on the immediately preceding day on which a sale of Shares occurred, or

(ii) if clause (i) is not applicable, what the Committee determines in good faith to be 100% of the fair market value of a Share on that date.

In the case of an Incentive Stock Option, if such determination of Fair Market Value is not consistent with the then current regulations of the Secretary of the Treasury, Fair Market Value shall be determined in accordance with said regulations. The determination of Fair Market Value shall be subject to adjustment as provided in Section 13(f) hereof.

(o) “Fundamental Change” means a dissolution or liquidation of the Company, a sale of substantially all of the assets of the Company, a merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, or a statutory share exchange involving capital stock of the Company.

(p) “Incentive Stock Option” means any Option designated as such and granted in accordance with the requirements of Section 422 of the Code or any successor to such section.

(q) “Incumbent Board” means the group of directors consisting of (i) those individuals who, as of the effective date of the Plan, constituted the Board; and (ii) any individuals who become directors subsequent to such effective date whose appointment, election or nomination for election by the shareholders of the Company was approved by a vote of at least a majority of the directors then comprising the Incumbent Board. The Incumbent Board shall exclude any individual whose initial assumption of office occurred (i) as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (other than a solicitation of proxies by the Incumbent Board) or (ii) with the approval of the Incumbent Board but by reason of any agreement intended to avoid or settle a proxy contest.

(r) “Non-Employee Director” means a director of the Company who is not an employee of the Company, a Parent or a Subsidiary, as defined by Exchange Act Rule 16b-3.

(s) “Non-Qualified Stock Option” means an Option other than an Incentive Stock Option.

(t) “Option” means a right to purchase Stock (or, if the Committee so provides in an applicable Agreement, Restricted Stock), including both Non-Qualified Stock Options and Incentive Stock Options.

(u) “Other Award” means an Award of Stock, an Award based on Stock other than Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Performance Shares, or a cash-based Award.

(v) “Parent” means a “parent corporation,” as that term is defined in Section 424(e) of the Code, or any successor provision.

(w) “Participant” means an Associate to whom an Award is made.

(x) “Performance Period” means the period of time as specified in an Agreement over which Awards are to vest or be earned.

(y) “Performance Shares” means a contingent award of a specified number of Performance Shares, with each Performance Share equivalent to one or more Shares or a fractional Share or a Unit expressed in terms of one or more Shares or a fractional Share, as specified in the applicable Agreement, a variable percentage of which may vest or be earned depending upon the extent of achievement of specified performance objectives during the applicable Performance Period.

(z) “Plan” means this 2012 Long-Term Incentive Plan, as amended and in effect from time to time.

(aa) “Restricted Stock” means Stock granted under Section 10 hereof so long as such Stock remains subject to one or more restrictions.

(bb) “Restricted Stock Units” means Units of Stock granted under Section 10 hereof.

(cc) “Retirement” shall mean, except as otherwise provided in an Agreement, termination of employment after either (i) attainment of age 65, or (ii) the normal retirement age specified in the provisions of a retirement plan maintained by the Company for its employees generally.

(dd) “Share” means a share of Stock.

(ee) “Stock” means the Company’s common stock, $0.01 par value per share (as such par value may be adjusted from time to time) or any securities issued in respect thereof by the Company or any successor to the Company as a result of an event described in Section 13(f).

(ff) “Stock Appreciation Right” means a right, the value of which is determined relative to appreciation in value of Shares pursuant to an Award granted under Section 8 hereof.

(gg) “Subsidiary” means a “subsidiary corporation,” as that term is defined in Section 424(f) of the Code, or any successor provision.

(hh) “Successor” with respect to a Participant means the legal representative of an incompetent Participant and, if the Participant is deceased, the legal representative of the estate of the Participant or the person or persons who may, by bequest or inheritance, or under the terms of an Award or forms submitted by the Participant to the Committee under Section 13(h) hereof, acquire the right to exercise an Option or Stock Appreciation Right or receive cash and/or Shares issuable in satisfaction of an Award in the event of a Participant’s death.

(ii) “Term” means the period during which an Option or Stock Appreciation Right may be exercised or the period during which the restrictions placed on Restricted Stock or any other Award are in effect.

(jj) “Unit” means a bookkeeping entry that may be used by the Company to record and account for the grant of Stock, Units of Stock, Stock Appreciation Rights and Performance Shares expressed in terms of Units of Stock until such time as the Award is paid, canceled, forfeited or terminated.

Except when otherwise indicated by the context, reference to the masculine gender shall include, when used, the feminine gender and any term used in the singular shall also include the plural.

3. Administration.

(a) Authority of Committee. The Committee shall administer this Plan or delegate its authority to do so as provided in Section 3(c) hereof. The Committee shall

have exclusive power (acting alone or, to the extent the Committee deems appropriate for purposes of Exchange Act Rule 16b-3, in conjunction with the full Board), subject to the limitations contained in this Plan, to make Awards and to determine when and to whom Awards will be granted, and the form, amount and other terms and conditions of each Award, subject to the provisions of this Plan. The Committee, subject to the limitations contained in this Plan, may determine whether, to what extent and under what circumstances Awards may be settled, paid or exercised in cash, Shares or other Awards or other property, or canceled, forfeited or suspended. The Committee shall have the authority to interpret this Plan and any Award or Agreement made under this Plan, to establish, amend, waive and rescind any rules and regulations relating to the administration of this Plan, to determine the terms and provisions of any Agreement entered into hereunder (not inconsistent with this Plan), and to make all other determinations necessary or advisable for the administration of this Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent it shall deem desirable. All determinations of the Committee in the administration of this Plan, as described herein, shall be final, binding and conclusive, including, without limitation, as to any adjustments pursuant to Section 13(f). A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee. Notwithstanding the foregoing, in administering this Plan with respect to Awards for Non-Employee Directors, the Board shall exercise the powers of the Committee.

(b) Delegation of Authority. The Committee may delegate all or any part of the administration of this Plan to one or more committees of directors of the Company, or to senior officers of the Company, and may authorize further delegation by such committees to senior officers of the Company, in each case to the extent permitted by Missouri law; provided that, determinations regarding the timing, pricing, amount and terms of any Award to a “reporting person” for purposes of Section 16 of the Exchange Act shall be made only by the Committee; and provided further that, no such delegation may be made that would cause Awards or other transactions under this Plan to cease to be exempt from Section 16(b) of the Exchange Act or cause an Award intended to qualify for favorable treatment under Section 162(m) of the Code not to qualify for, or to cease to qualify for, the favorable treatment under Section 162(m) of the Code. Any such delegation may be revoked by the Committee at any time.

(c) Board Authority. Any authority granted to the Committee may also be exercised by the Board or another committee of the Board, except to the extent that the grant or exercise of such authority would cause any Award intended to qualify for favorable treatment under Section 162(m) of the Code to cease to qualify for the favorable treatment under Section 162(m) of the Code. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Without limiting the generality of the foregoing, to the extent the Board has delegated any authority under this Plan to another committee of the Board, such authority shall not be exercised by the Committee unless expressly permitted by the Board in connection with such delegation.

(d) Awards for Non-Employee Directors. The Board (which may delegate the determination to a Committee of the Board) may from time to time determine that each individual who is elected or appointed to the office of director as a Non-Employee Director receive an Award (other than Incentive Stock Options) as compensation, in whole or in part, for such individual’s services as a director. In determining the level and terms of such Awards for Non-Employee Directors, the Board may consider such factors as compensation practices of comparable companies with respect to directors, consultants’ recommendations, and such other information as the Board may deem appropriate.

4. Shares Available; Maximum Payouts.

(a) Shares Available. Subject to the provisions of this subsection, the maximum number of Shares that may be delivered to Participants and beneficiaries under the Plan shall be equal to the sum of: (i) six million five hundred thousand (6,500,000); plus (ii) any Shares that are forfeited, withheld to pay taxes, expire or are canceled without delivery of Shares. To the extent any Shares covered by an Award are not delivered to a Participant or beneficiary because (i) the Award settled in cash; (ii) the Award expires or is forfeited or canceled; or (iii) the Shares under an Award are not delivered because the Shares are used to satisfy the applicable tax withholding obligation, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan and shall again be available for issuance pursuant to Awards. If the exercise price of any Award granted under the Plan is satisfied by tendering Shares to the Company, only the number of Shares issued net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available under the Plan. The Shares with respect to which Awards may be made under the Plan shall be Shares currently authorized but unissued or currently held or subsequently acquired by the Company as treasury Shares, including Shares purchased in the open market or in private transactions.

(b) Award Limitations. The maximum aggregate number of Shares available for Awards that are Incentive Stock Options under the Plan shall be three million (3,000,000).

(c) Spin-off. Notwithstanding anything herein to the contrary, awards granted in connection with the distribution on a pro rata basis to the holders of Ralcorp Holdings, Inc. common stock of at least 80% of the outstanding Shares of the Company’s common stock owned by Ralcorp Holdings, Inc. (“Spin-Off”) in substitution for awards originally granted by Ralcorp Holdings, Inc. shall reduce the maximum number of Shares available for delivery under the Plan and the total number of Shares that may be issued to any one Participant during the term of the Plan.

5. Eligibility. Awards may be granted under this Plan to any Associate at the discretion of the Committee. For this purpose, individuals eligible to receive Awards include any former employee of the Company or an Affiliate eligible to receive a substitute Award as contemplated by Section 14.

6. General Terms of Awards.

(a) Awards. Awards under this Plan may consist of Options (either Incentive Stock Options or Non-Qualified Stock Options), Stock Appreciation Rights, Performance Shares, Restricted Stock, Restricted Stock Units, or Other Awards.

(b) Amount of Awards. Each Agreement shall set forth the number of Shares of Restricted Stock, Stock, Stock Units, or Performance Shares, or the amount of cash, subject to such Agreement, or the number of Shares to which the Option applies or with respect to which payment upon the exercise of the Stock Appreciation Right is to be determined, as the case may be, together with such other terms and conditions applicable to the Award (not inconsistent with this Plan) as determined by the Committee in its sole discretion.

(c) Term. Each Agreement, other than those relating solely to Awards of Stock without restrictions, shall set forth the Term of the Award and any applicable Performance Period, as the case may be, but in no event shall the Term of an Award or the Performance Period be longer than ten years after the date of grant; provided, however, that the Committee may, in its discretion, grant Awards with a longer term to Participants who are located outside the United States. An Agreement with a Participant may permit acceleration of vesting requirements and of the expiration of the applicable Term upon such terms and conditions as shall be set forth in the Agreement, which may, but, unless otherwise specifically provided in this Plan, need not, include, without limitation, acceleration resulting from the occurrence of the Participant’s death or Disability. Acceleration of the Performance Period of Performance Shares and other performance-based Awards shall be subject to Section 9(b) or Section 12 hereof, as applicable.

(d) Agreements. Each Award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions, as determined by the Committee, that shall apply to such Award, in addition to the terms and conditions specified in this Plan.

(e) Transferability. Except as otherwise permitted by the Committee, during the lifetime of a Participant to whom an Award is granted, only such Participant (or such Participant’s legal representative) may exercise an Option or Stock Appreciation Right or receive payment with respect to any other Award. Except as otherwise permitted by the Committee, no Award of Restricted Stock (prior to the expiration of the restrictions), Restricted Stock Units, Options, Stock Appreciation Rights, Performance Shares or Other Award (other than an award of Stock without restrictions) may be sold, assigned, transferred, exchanged, or otherwise encumbered, and any attempt to do so (including pursuant to a decree of divorce or any judicial declaration of property division) shall be of no effect. Notwithstanding the immediately preceding sentence, an Agreement may provide that an Award shall be transferable to a Successor in the event of a Participant’s death.

(f) Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise and/or retain an Award following termination of the Participant’s employment with the Company or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement, need not be uniform among Award Agreements issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.

(g) Change in Control. The treatment of Awards upon a Change in Control shall be set forth in the Award Agreement; provided, however, that in no event may the vesting of any Award be accelerated as a result of a Change in Control until on or after the Change in Control Date.

(h) Rights as Shareholder. A Participant shall have no right as a shareholder with respect to any securities covered by an Award until the date the Participant becomes the holder of record.

(i) Performance Conditions . The Committee may require the satisfaction of certain performance goals as a condition to the grant or vesting of any Award provided under the Plan.

7. Stock Options.

(a) Terms of All Options.

(i) Grants. Each Option shall be granted pursuant to an Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option. Only Non-Qualified Stock Options may be granted to Associates who are not employees of the Company or an Affiliate. In no event may Options known as reload options be granted hereunder.

(ii) Purchase Price. The purchase price of each Share subject to an Option shall be determined by the Committee and set forth in the applicable Agreement, but shall not be less than 100% of the Fair Market Value of a Share as of the date the Option is granted. The purchase price of the Shares with respect to which an Option is exercised shall be payable in full at the time of exercise, provided that, to the extent permitted by law and in accordance with rules adopted by the Committee, Participants may simultaneously exercise Options and sell the Shares thereby acquired pursuant to a brokerage or similar relationship and use the proceeds from such sale to pay the purchase price of such Shares. The purchase price may be paid in cash or, if the Committee so permits, through delivery or tender to the Company of Shares held, either actually or by attestation, by such Participant (in each case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased pursuant to the Option) or through a net or cashless form of exercise as permitted by the Committee, or, if the Committee so permits, a combination thereof, unless otherwise provided in the Agreement. Further, the Committee, in its discretion,

may approve other methods or forms of payment of the purchase price, and establish rules and procedures therefor.

(iii) Exercisability. Each Option shall be exercisable in whole or in part on the terms provided in the Agreement. Vesting of an Option may be accelerated upon the occurrence of certain events as provided in the Award Agreement. In no event shall any Option be exercisable at any time after its Term. When an Option is no longer exercisable, it shall be deemed to have lapsed or terminated.

(b) Incentive Stock Options. In addition to the other terms and conditions applicable to all Options:

(i) the aggregate Fair Market Value (determined as of the date the Option is granted) of the Shares with respect to which Incentive Stock Options held by an individual first become exercisable in any calendar year (under this Plan and all other incentive stock options plans of the Company and its Affiliates) shall not exceed $100,000 (or such other limit as may be required by the Code), if such limitation is necessary to qualify the Option as an Incentive Stock Option, and to the extent an Option or Options granted to a Participant exceed such limit such Option or Options shall be treated as Non-Qualified Stock Options;

(ii) an Incentive Stock Option shall not be exercisable and the Term of the Award shall not be more than ten years after the date of grant (or such other limit as may be required by the Code) if such limitation is necessary to qualify the Option as an Incentive Stock Option;

(iii) the Agreement covering an Incentive Stock Option shall contain such other terms and provisions which the Committee determines necessary to qualify such Option as an Incentive Stock Option; and

(iv) notwithstanding any other provision of this Plan if, at the time an Incentive Stock Option is granted, the Participant owns (after application of the rules contained in Section 424(d) of the Code, or its successor provision) Shares possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its subsidiaries, (A) the option price for such Incentive Stock Option shall be at least 110% of the Fair Market Value of the Shares subject to such Incentive Stock Option on the date of grant and (B) such Option shall not be exercisable after the date five years from the date such Incentive Stock Option is granted.

8. Stock Appreciation Rights.

(a) Grant . An Award of a Stock Appreciation Right shall entitle the Participant, subject to terms and conditions determined by the Committee, to receive

upon exercise of the Stock Appreciation Right all or a portion of the excess of (i) the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified price which shall not be less than 100% of the Fair Market Value of such Shares as of the date of grant of the Stock Appreciation Right (“purchase price”). Each Stock Appreciation Right may be exercisable in whole or in part on the terms provided in the applicable Agreement. No Stock Appreciation Right shall be exercisable at any time after its Term. When a Stock Appreciation Right is no longer exercisable, it shall be deemed to have lapsed or terminated. Except as otherwise provided in the applicable Agreement, upon exercise of a Stock Appreciation Right, payment to the Participant (or to his or her Successor) shall be made in the form of cash, Stock or a combination of cash and Stock (as determined by the Committee if not otherwise specified in the Award) as promptly as practicable after such exercise. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Stock) may be made in the event of the exercise of a Stock Appreciation Right.

(b) Exercisability . Each Stock Appreciation Right shall vest in whole or in part on the terms provided in the Agreement. The vesting of a Stock Appreciation Right may be accelerated upon the occurrence of certain events as provided in the Award Agreement. In no event shall any Stock Appreciation Right be exercisable at any time after its Term. When a Stock Appreciation Right is no longer exercisable, it shall be deemed to have lapsed or terminated.

9. Performance Shares.

(a) Initial Award. An Award of Performance Shares shall entitle a Participant (or a Successor) to future payments based upon the achievement of performance targets established in writing by the Committee. Payment shall be made in cash or Stock, or a combination of cash and Stock, as determined by the Committee. Such performance targets shall be determined by the Committee in its sole discretion. The Agreement may establish that a portion of the maximum amount of a Participant’s Award will be paid for performance which exceeds the minimum target but falls below the maximum target applicable to such Award. The Agreement shall also provide for the timing of such payment.

(b) Acceleration and Adjustment. The applicable Agreement may permit an acceleration of the Performance Period and an adjustment of performance targets and payments with respect to some or all of the Performance Shares awarded to a Participant, upon such terms and conditions as shall be set forth in the Agreement, upon the occurrence of certain events, which may, but need not, include without limitation a Fundamental Change, the Participant’s death or Disability, a change in accounting practices of the Company or its Affiliates, a reclassification, stock dividend, stock split or stock combination, or other event as provided in Section 13(f) hereof.

(c) Valuation. To the extent that payment of a Performance Share is made in cash, a Performance Share earned after conclusion of a Performance Period shall have a

value equal to the Fair Market Value of a Share on the last day of such Performance Period.

(d) Voting; Dividends. Participants holding Performance Shares shall have no voting rights with respect to such Awards and shall have no dividend rights with respect to Shares subject to such Performances Shares other than as the Committee so provides, in its discretion, in an Award Agreement; provided, that, any such dividends shall be subject to such restrictions and conditions as the Committee may establish with respect to the Performance Shares and shall be payable only at the same time as the underlying Performance Shares may become earned, vested, and payable.

10. Restricted Stock and Restricted Stock Unit Awards.

(a) Grant . All or any part of any Restricted Stock or Restricted Stock Unit Award may be subject to such conditions and restrictions as may be established by the Committee, and set forth in the applicable Award Agreement, which may include, but are not limited to, continuous service with the Company, a requirement that a Participant pay a purchase price for such Award, the achievement of specific performance goals, and/or applicable securities laws restrictions. During any period during which an Award of Restricted Stock or Restricted Stock Units is restricted and subject to a substantial risk of forfeiture, (i) Participants holding Restricted Stock Awards may exercise full voting rights with respect to such Shares and shall be entitled to receive all dividends and other distributions paid with respect to such Shares while they are so restricted and (ii) Participants holding Restricted Stock Units shall have no voting rights with respect to such Awards and shall have no dividend rights with respect to Shares subject to such Restricted Stock Units other than as the Committee so provides, in its discretion, in an Award Agreement. Any dividends or dividend equivalents may be paid currently or may be credited to a Participant’s account and may be subject to such restrictions and conditions as the Committee may establish.

(b) Vesting . The vesting of a Restricted Stock or Restricted Stock Units Award may be accelerated upon the occurrence of certain events as provided in the Award Agreement.

11. Other Awards. The Committee may from time to time grant Other Awards under this Plan, including without limitation those Awards pursuant to which a cash bonus award may be made or pursuant to which Shares may be acquired in the future, such as Awards denominated in Stock, Stock Units, securities convertible into Stock and phantom securities. The Committee, in its sole discretion, shall determine, and provide in the applicable Agreement for, the terms and conditions of such Awards provided that such Awards shall not be inconsistent with the terms and purposes of this Plan. The Committee may, in its sole discretion, direct the Company to issue Shares subject to restrictive legends and/or stop transfer instructions which are consistent with the terms and conditions of the Award to which such Shares relate. In addition, the Committee may, in its sole discretion, issue such Other Awards subject to the performance criteria under Section 12 hereof.

12. Performance-Based Awards.

(a) Application to Covered Employee . Notwithstanding any other provision of the Plan, the Committee may provide, in its discretion, that an Award granted to any Participant is subject to this Section 12, to the extent the Committee deems appropriate.

(b) Performance Goals . Awards under the Plan may be made subject to the achievement of performance goals established by the Committee relating to one or more business criteria (“Performance Criteria”) pursuant. Performance Criteria may be applied to the Company, an Affiliate, a Parent, a Subsidiary, division, business unit, corporate group or individual or any combination thereof and may be measured in absolute levels or relative to another company or companies, a peer group, an index or indices or Company performance in a previous period. Performance may be measured annually or cumulatively over a longer period of time. Performance Criteria that may be used to establish performance goals are: base-business net sales, total segment profit, adjusted EBITDA, adjusted diluted earnings per share, adjusted gross profit, adjusted operating profit, earnings or earnings per share before income tax (profit before taxes), net earnings or net earnings per share (profit after tax), compound annual growth in earnings per share, operating income, total shareholder return, compound shareholder return, return on equity, average return on invested capital, pre-tax and pre-interest expense return on average invested capital, which may be expressed on a current value basis, or sales growth, marketing, operating or workplan goals. Performance will be evaluated by excluding the effect of any extraordinary, unusual or non-recurring items that occur during the applicable Performance Period. The performance goals for each Participant and the amount payable if those goals are met shall be established in writing for each specified period of performance by the Committee no later than 90 days after the commencement of the period of service to which the performance goals relate and while the outcome of whether or not those goals will be achieved is substantially uncertain. However, in no event will such goals be established after 25% of the period of service to which the goals relate has elapsed. The performance goals shall be objective. Such goals and the amount payable for each performance period if the goals are achieved shall be set forth in the applicable Agreement. Following the conclusion or acceleration of each Performance Period, the Committee shall determine the extent to which (i) Performance Criteria have been attained, (ii) any other terms and conditions with respect to an Award relating to such Performance Period have been satisfied, and (iii) payment is due with respect to a performance-based Award. No amounts shall be payable to any Participant for any Performance Period unless and until the Committee certifies that the Performance Criteria and any other material terms were in fact satisfied.

(c) Adjustment of Payment . With respect to any Award that is subject to this Section 12, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award. The applicable Agreement may permit an acceleration of the Performance Period and an adjustment of performance targets and payments with respect to some or all of the performance-based Award(s) awarded to a Participant, upon such terms and conditions as shall be set forth in the Agreement, upon the occurrence of certain events, which may, but need not, include without limitation a Fundamental

Change, the Participant’s death or Disability, a change in accounting practices of the Company or its Affiliates, a reclassification, stock dividend, stock split or stock combination, or other event as provided in Section 13(f) hereof. Notwithstanding the foregoing, an Award subject to this Section 12 shall vest or be earned no more rapidly than immediate vesting on the first anniversary of the Award grant date, except as may be provided in the Award Agreement.

(d) Other Restrictions . The Committee shall have the power to impose such other restrictions on Awards subject to this Section 12 as it may deem necessary or appropriate.

13. General Provisions.

(a) Effective Date of this Plan. This Plan shall become effective as of January , 2012, subject to the completion of the Spin-Off and provided that this Plan is approved and ratified by Ralcorp Holdings, Inc. as the sole shareholder of the Company immediately prior to such date.

(b) Duration of this Plan; Date of Grant. This Plan shall remain in effect for a term of ten years following the date on which it is effective (i.e., until January , 2022) or until all Shares subject to the Plan shall have been purchased or acquired according to the Plan’s provisions, whichever occurs first, unless this Plan is sooner terminated pursuant to Section 13(e) hereof. The date and time of approval by the Committee of the granting of an Award shall be considered the date and time at which such Award is made or granted, or such later effective date as determined by the Committee, notwithstanding the date of any Agreement with respect to such Award; provided, however, that the Committee may grant Awards other than Incentive Stock Options to Associates or to persons who are about to become Associates, to be effective and deemed to be granted on the occurrence of certain specified contingencies, provided that if the Award is granted to a non-Associate who is about to become an Associate, such specified contingencies shall include, without limitation, that such person becomes an Associate.

(c) Right to Terminate Employment. Nothing in this Plan or in any Agreement shall confer upon any Participant who is an employee of the Company the right to continue in the employment of the Company or any Affiliate or affect any right which the Company or any Affiliate may have to terminate or modify the employment of the Participant with or without cause.

(d) Tax Withholding. The Company shall withhold from any payment of cash or Stock to a Participant or other person under this Plan an amount sufficient to cover any required withholding taxes, including the Participant’s social security and Medicare taxes (FICA) and federal, state and local income tax with respect to income arising from payment of the Award. The Company shall have the right to require the payment of any such taxes before issuing any Stock pursuant to the Award. In lieu of all or any part of a cash payment from a person receiving Stock under this Plan, the

Committee may, in the applicable Agreement or otherwise, permit a person to cover all or any part of the required withholdings, and to cover any additional withholdings up to the amount needed to cover the person’s full FICA and federal, state and local income tax with respect to income arising from payment of the Award, through a reduction of the numbers of Shares delivered to such person or a delivery or tender to the Company of Shares held by such person, in each case valued in the same manner as used in computing the withholding taxes under applicable laws.

(e) Amendment, Modification and Termination of this Plan. Except as provided in this Section 13(e), the Board may at any time amend, modify, terminate or suspend this Plan. Except as provided in this Section 13(e), the Committee may at any time alter or amend any or all Agreements under this Plan to the extent permitted by law and subject to the requirements of Section 2(b), in which event, as provided in Section 2(b), the term “Agreement” shall mean the Agreement as so amended. Amendments are subject to approval of the shareholders of the Company only as required by applicable law or regulation, or if the amendment increases the total number of shares available under this Plan. No termination, suspension or modification of this Plan may materially and adversely affect any right acquired by any Participant (or a Participant’s legal representative) or any Successor or permitted transferee under an Award granted before the date of termination, suspension or modification, unless otherwise provided in an Agreement or otherwise or required as a matter of law. It is conclusively presumed that any adjustment for changes in capitalization provided for in Sections 9(b), 12(c) or 13(f) hereof does not adversely affect any right of a Participant or other person under an Award.

(f) Adjustment for Changes in Capitalization. Appropriate adjustments in the aggregate number and type of securities that may be issued, represented, and available for Awards under this Plan, in the limitations on the number and type of securities that may be issued to an individual Participant, in the number and type of securities and amount of cash subject to Awards then outstanding, in the Option purchase price as to any outstanding Options, in the purchase price as to any outstanding Stock Appreciation Rights, and, subject to Sections 9(b) and 12(c) hereof, in outstanding Performance Shares and payments with respect to outstanding Performance Shares, and comparable adjustments, if applicable, to any outstanding Other Award, automatically shall be made to give effect to adjustments made in the number or type of Shares through a Fundamental Change, divestiture, distribution of assets to shareholders (other than ordinary cash dividends), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock combination or exchange, rights offering, spin-off or other relevant change, provided that fractional Shares shall be rounded to the nearest whole Share, for which purpose one-half share shall be rounded down to the nearest whole Share.

(g) Other Benefit and Compensation Programs. Payments and other benefits received by a participant under an Award shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the

determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate, unless expressly so provided by such other plan, contract or arrangement or the Committee determines that an Award or portion of an Award should be included to reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.

(h) Beneficiary Upon Participant’s Death. To the extent that the transfer of a participant’s Award at death is permitted by this Plan or under an Agreement, (i) a Participant’s Award shall be transferable to the beneficiary, if any, designated on forms prescribed by and filed with the Committee and (ii) upon the death of the Participant, such beneficiary shall succeed to the rights of the Participant to the extent permitted by law and this Plan. If no such designation of a beneficiary has been made, or if the Committee shall be in doubt as to the rights of any beneficiary, as determined in the Committee’s discretion, the Participant’s legal representative shall succeed to the Awards, which shall be transferable by will or pursuant to laws of descent and distribution to the extent permitted by this Plan or under an Agreement, and the Company and the Committee and Board and members thereof, shall not be under any further liability to anyone. To the extent an Award recipient has a beneficiary designation in effect immediately prior to the Spin-Off with respect to an award relating to the common stock of Ralcorp Holdings, Inc. that is the subject of a substitute Award hereunder as described in Section 14, such designation shall remain in effect with respect to such substitute Award unless and until a new beneficiary designation that by its terms supersedes such first beneficiary designation is made in accordance with the terms of this Plan.

(i) Unfunded Plan. This Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under this Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under this Plan nor shall anything contained in this Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant or Successor. To the extent any person acquires a right to receive an Award under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.

(j) Limits of Liability.

(i) Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligations created by this Plan and the Agreement.

(ii) Except as may be required by law, neither the Company nor any member or former member of the Board or the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3 hereof) in any determination of any question under this Plan, or in the

interpretation, administration or application of this Plan, shall have any liability to any party for any action taken, or not taken, in good faith under this Plan.

(iii) To the full extent permitted by law, each member and former member of the Committee and each person to whom the Committee delegates or has delegated authority under this Plan shall be entitled to indemnification by the Company against any loss, liability, judgment, damage, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan.

(k) Compliance with Applicable Legal Requirements. The Company shall not be required to issue or deliver a certificate for Shares distributable pursuant to this Plan unless the issuance of such certificate complies with all applicable legal requirements including, without limitation, compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended and in effect from time to time or any successor statute, the Exchange Act and the requirements of the exchanges, if any, on which the Company’s Shares may, at the time, be listed.

(l) Deferrals and Settlements. The Committee may require or permit Participants to elect to defer the issuance of Shares or the settlement of Awards in cash under such rules and procedures as it may establish under this Plan. It may also provide that deferred settlements include the payment or crediting of interest on the deferral amounts.

14. Substitute Awards . Awards may be granted under this Plan from time to time in substitution for Awards held by employees of other corporations who are about to become Associates, or whose employer is about to become a Subsidiary of the Company, as the result of the Spin-Off, a merger or consolidation of the Company or a Subsidiary of the Company with another corporation, the acquisition by the Company or a Subsidiary of the Company of all or substantially all the assets of another corporation or the acquisition by the Company or a Subsidiary of the Company of at least 50% of the issued and outstanding stock of another corporation. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Board at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the Awards in substitution for which they are granted, but with respect to Awards which are Incentive Stock Options, no such variation shall be permitted which affects the status of any such substitute option as an Incentive Stock Option.

Awards may be granted under this Plan in substitution for awards relating to shares of common stock of Ralcorp Holdings, Inc. or for cash incentive awards and, in either case, outstanding immediately prior to the Spin-Off. The terms and conditions of any substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent the Board or the Committee, as applicable, at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted. Notwithstanding the foregoing, nothing herein shall require such substitute Awards to

be made under this Plan, the terms of any such substitute Awards may vary from Award to Award, and any such substitute Awards may be made with respect to one or more prior awards (in whole or in part) and individuals and need not be made with respect to all prior awards or with respect to all such individuals. The Board or the Committee, as applicable, shall have discretion to select individuals to whom such substitute Awards are to be granted and the applicable terms and number of Shares or amount of cash applicable to such Awards.

15. Governing Law. To the extent that federal laws do not otherwise control, this Plan and all determinations made and actions taken pursuant to this Plan shall be governed by the laws of Missouri, without giving effect to principles of conflicts of laws, and construed accordingly.

16. Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

17. Deferred Compensation. If any Award would be considered deferred compensation as defined under Code Section 409A and would fail to meet the requirements of Code Section 409A, then such Award shall be null and void.

Exhibit 10.4

STOCK APPRECIATION RIGHTS AGREEMENT

Post Holdings, Inc. (the “Company”), effective , 20 (“Grant Date”), grants to (the “SAR Holder”) Stock Appreciation Rights (“SARs”) relating to shares of its Stock at an exercise price of $ (“Exercise Price”) per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”).

NOW THEREFORE , the Company and SAR Holder agree, for and in consideration of the terms hereof, as follows:

Exercise —Subject to the provisions of the Plan and the following terms, SAR Holder may exercise the SARs from time to time by tendering to the Company (or its designated agent), written notice of exercise, which will state the number of Shares under the SARs to be exercised. Upon the exercise of all or a portion of the SARs, the SAR Holder shall receive from the Company an amount by which the Fair Market Value of the underlying Stock exceeds the Exercise Price for each exercised Share as of the exercise date. Such amount of appreciation on the underlying shares shall be paid to the SAR Holder in shares of Stock. All determinations of fair market value shall be made by the Committee in accordance with the Plan. In lieu of fractional shares, the amount to be paid upon exercise shall be rounded down to the nearest whole number of Shares.

When Exercisable —The SARs become exercisable at the rate of [one-third of the total Shares granted on each of the first, second and third anniversaries of the Grant Date]. Subject to the provisions of the Plan and any vesting and other terms herein, the SARs remain exercisable through the tenth anniversary of the Grant Date (“Expiration Date”), unless the SAR Holder is no longer employed by the Company, in which case the SARs are exercisable only if permitted by, and in accordance with, the provisions of paragraph 3 below.

Accelerated Exercise —Notwithstanding the above, the SARs 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”). The SARs shall become exercisable in full on the date of such Accelerating Event, as set forth below, and shall remain exercisable for the periods also set forth below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of the SARs are forfeited and may not be exercised. Accelerating Events include the following:

Death of SAR Holder; exercisable for three years.

Disability of SAR Holder; exercisable for three years.

Voluntary termination of SAR Holder’s employment at or after attainment of age 62; exercisable for three years.

Involuntary termination of employment of SAR Holder, other than a termination for death, Disability, or Cause; exercisable for six months.

Occurrence of a Change in Control Date; exercisable for six months after the Change in Control Date.

4.	Forfeiture —This paragraph sets forth the circumstances under which the SARs 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”):

SAR Holder is terminated for Cause;

SAR Holder voluntarily terminates employment prior to age 62;

SAR Holder engages in competition with the Company; or

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.

Upon the occurrence of a Forfeiture Event, those portions of the SARs not exercisable will be forfeited and may not be exercised. Notwithstanding any other provision of the SARs, any portion of the SARs exercisable (either in accordance with the normal exercise dates set forth in paragraph 2 or pursuant to an acceleration of exercisability under paragraph 3) at the occurrence of a Forfeiture Event shall remain exercisable for seven (7) days following the occurrence of a Forfeiture Event (but in no event later than the Expiration Date). Therefore, any exercisable portion of the SARs that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this paragraph.

5.	This Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof. The SAR Holder shall be solely responsible to

seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the SAR Holder in the Plan shall be on the basis of a warranty by the SAR Holder that he or she may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

No amendment or modification of this SARs Agreement shall be valid unless the same shall be in writing and signed by the Company and SAR Holder. The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the SAR Holder’s rights under this SARs Agreement.

During the lifetime of the SAR Holder, the SARs shall be exercisable only by the SAR Holder. The SARs shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the SAR Holder may request authorization from the Committee to assign his or her rights with respect to the SARs granted herein to a trust or custodianship, the beneficiaries of which may include only the SAR Holder, the SAR Holder’s spouse or the SAR Holder’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the SAR Holder may assign his or her rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the SAR Holder under the Plan and this Agreement and shall be entitled to all the rights of the SAR Holder under the Plan.


ACKNOWLEDGED AND ACCEPTED:				POST HOLDINGS, INC.

				By:
SAR Holder
				Name:
Date
				Title:

Exhibit 10.5

NON-QUALIFIED STOCK OPTION AGREEMENT

Post Holdings, Inc. (the “Company”) grants this Non-Qualified Stock Option to (“Optionee”), effective , 20 (“Grant Date”), to purchase a total of shares of its Stock at an exercise price of $ per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”).

NOW THEREFORE , the Company and Optionee agree, for and in consideration of the terms hereof, as follows:

Exercise —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 (or its designated agent), written notice of exercise, which will state the number of shares under the Option to be exercised, together with the purchase price in either cash or, if the Committee so permits, in Shares at the Fair Market Value. Notwithstanding the foregoing, if the Committee so permits, the purchase price may be payable through a net or cashless exercise as permitted by the Committee or through such other methods or forms as the Committee may approve in its discretion subject to such rules and procedures as it may establish.

When Exercisable —This Option becomes exercisable at the rate of [one-third of the total Shares on each of the first, second and third anniversaries of the Grant Date]. Subject to the provisions of the Plan and any vesting and other terms herein, this Option remains exercisable through the tenth anniversary of the Grant Date (“Expiration Date”) unless Optionee is no longer employed by the Company, in which case the Option is exercisable only if permitted by, and in accordance with, the provisions of paragraph 3 below.

Accelerated Exercise —Notwithstanding the above, this Option 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 Optionee is employed by the Company (hereinafter referred to as an “Accelerating Event”). This Option shall become exercisable in full on the date of such Accelerating Event, as set forth below, and shall remain exercisable for the periods also set forth below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised. Accelerating Events include the following:

Death of Optionee; exercisable for three years.

Disability of Optionee; exercisable for three years.

Voluntary termination of Optionee’s employment at or after attainment of age 62; exercisable for three years.

Involuntary termination of employment of Optionee, other than a termination for death, Disability, or Cause; exercisable for six months.

Occurrence of a Change in Control Date; exercisable for six months after the Change in Control Date.

4.	Forfeiture —This paragraph sets forth the circumstances under which this Option 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”):

Optionee is terminated for Cause;

Optionee voluntarily terminates employment prior to age 62;

Optionee engages in competition with the Company; or

Optionee engages in any of the following actions:

(i)

intentional misconduct in the performance of Optionee’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.

Upon the occurrence of a Forfeiture Event, those portions of this Option not exercisable will be forfeited and may not be exercised. Notwithstanding any other provision of this Option, any portion of this Option exercisable (either in accordance with the normal exercise dates set forth in paragraph 2 or pursuant to an acceleration of exercisability under paragraph 3) at the occurrence of a Forfeiture Event shall remain exercisable for seven (7) days following the occurrence of a Forfeiture Event (but in no event later than the Expiration Date). Therefore, any exercisable portion of this Option that is not

exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this paragraph.

This Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof. The Optionee shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the Optionee in the Plan shall be on the basis of a warranty by the Optionee that he or she may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

No amendment or modification of this Agreement shall be valid unless the same shall be in writing and signed by the Company and Optionee. The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the Optionee’s rights under this Option Agreement.

During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may request authorization from the Committee to assign his or her rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Opionee, the Optionee’s spouse or the Optionee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Optionee may assign his or her rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Optionee under the Plan and this Agreement and shall be entitled to all the rights of the Optionee under the Plan.


ACKNOWLEDGED AND ACCEPTED:				POST HOLDINGS, INC.

				By:
Optionee
				Name:
Date
				Title:

Exhibit 10.6

NON-MANAGEMENT DIRECTOR

STOCK APPRECIATION RIGHTS AGREEMENT

Post Holdings, Inc. (the “Company”), effective , 20 (“Grant Date”), grants to [NAME] (“SAR Holder”) this Stock Appreciation Right (the “SAR”) relating to shares of its Stock at an exercise price of $ (“Exercise Price”) per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”). Subject to the provisions of the Plan and the following terms, SAR Holder may exercise this SAR as set forth below 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 all or a portion of the SAR, the SAR Holder shall receive from the Company an amount by which the Fair Market Value of the underlying Stock exceeds the Exercise Price of the exercised portion of the SAR. Such amount of appreciation on the underlying shares shall be paid to the SAR Holder in shares of Stock 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 down to the nearest whole number of Shares.

NOW THEREFORE , the Company and SAR Holder agree, for and in consideration of the terms hereof, as follows:

Exercise —This SAR shall become fully exercisable [three years] from the Grant Date. Upon the exercise, the SAR Holder may sell enough shares to cover current Federal and state income tax obligations on the exercise of the shares with the remaining shares to be held by the SAR Holder until he or she ceases serving as a Director of the Company. Subject to the provisions of the Plan and any vesting and other terms herein, the SARs remain exercisable through the tenth anniversary of the Grant Date (“Expiration Date”), unless the SAR Holder is no longer providing services to the Company, in which case the SARs are exercisable only if permitted by, and in accordance with, the provisions of paragraph 2 below.

Accelerated Exercise —Notwithstanding the above, this SAR shall become exercisable in full before the normal exercise date set forth in paragraph 1 upon the occurrence of any of the events set forth below while SAR Holder is providing services to the Company (“Accelerating Event”) and shall remain exercisable for the periods specified below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of this SAR is forfeited and may not be exercised. Accelerating Events include the following:

SAR Holder’s death (exercisable for three years);

SAR Holder’s voluntary termination or retirement (whether pursuant to any mandatory retirement provision of the Company’s Articles of Incorporation, Bylaws or Board resolution, or otherwise) at or after attainment of age 72 (exercisable for three years);

SAR Holder’s voluntary termination due to mental or physical impairment resulting in his inability to serve as a Director (exercisable for three years);

Occurrence of a Change in Control Date while serving as a Director (exercisable upon an occurrence of a Change in Control Date and for six months after the Change in Control Date); or

SAR Holder’s voluntary termination, or termination due to expiration of SAR Holder’s term without re-election to a subsequent term, other than under circumstances set forth in paragraphs 2.b., 2.c., or 2.d. (exercisable for 90 days).

Forfeiture —Notwithstanding anything to the contrary contained in the Plan, this SAR is subject to forfeiture if SAR Holder is removed from his or her position as a Director for cause in accordance with the Company’s Articles and Bylaws and the corporation laws of the State of Missouri or if SAR Holder fails to exercise this SAR within the appropriate period set forth in paragraph 2, but shall not be subject to forfeiture for any other reason. Following forfeiture, no portion of this SAR may be exercised.

This Stock Appreciation Rights Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof. The SAR Holder shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the SAR Holder in the Plan shall be on the basis of a warranty by the SAR Holder that he or she may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

No amendment or modification of this SAR shall be valid unless the same shall be in writing and signed by the Company and SAR Holder. The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the SAR Holder’s rights under this Stock Appreciation Rights Agreement.


ACKNOWLEDGED AND ACCEPTED:	POST HOLDINGS, INC.

	BY:
[NAME], SAR Holder		[NAME] Secretary

Date

Exhibit 10.7

NON-MANAGEMENT DIRECTOR

NON-QUALIFIED STOCK OPTION AGREEMENT

Post Holdings, Inc. (the “Company”), effective , 20 (“Grant Date”), grants to [NAME] (“Optionee”) this Non-Qualified Stock Option (the “Option”) to purchase a total of shares of its Stock at an exercise price of $ (“Exercise Price”) per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”). Subject to the provisions of the Plan and the following terms, Optionee may exercise this Option from time to time as set forth below by tendering to the Company (or its designated agent), irrevocable written notice of exercise, which will state the number of Shares under the Option to be exercised, together with the Exercise Price in either cash or, if the Committee so permits, in Shares at the Fair Market Value. Notwithstanding the foregoing, if the Committee so permits, the Exercise Price may be payable through a net or cashless exercise as permitted by the Committee or through such other methods or forms as the Committee may approve in its discretion subject to such rules and procedures as it may establish.

NOW THEREFORE , the Company and Optionee agree, for and in consideration of the terms hereof, as follows:

Exercise —This Option shall become fully exercisable [three years] from the Grant Date. Upon the exercise, the Optionee may sell enough shares to cover current Federal and state income tax obligations on the exercise of the shares with the remaining shares to be held by the Optionee until he or she ceases serving as a Director of the Company. Subject to the provisions of the Plan and any vesting and other terms herein, the Option remains exercisable through the tenth anniversary of the Grant Date (“Expiration Date”), unless the Optionee is no longer providing services to the Company, in which case the Option is exercisable only if permitted by, and in accordance with, the provisions of paragraph 2 below.

Accelerated Exercise —Notwithstanding the above, this Option shall become exercisable in full before the normal exercise date set forth in paragraph 1 upon the occurrence of any of the events set forth below while Optionee is providing services to the Company (“Accelerating Event”) and shall remain exercisable for the periods specified below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised. Accelerating Events include the following:

Optionee’s death (exercisable for three years);

Optionee’s voluntary termination or retirement (whether pursuant to any mandatory retirement provision of the Company’s Articles of Incorporation, Bylaws or Board resolution, or otherwise) at or after attainment of age 72 (exercisable for three years);

Optionee’s voluntary termination due to mental or physical impairment resulting in his inability to serve as a Director (exercisable for three years);

Occurrence of a Change in Control Date while serving as a Director (exercisable upon an occurrence of a Change in Control Date and for six months after the Change in Control Date); or

Optionee’s voluntary termination, or termination due to expiration of Optionee’s term without re-election to a subsequent term, other than under circumstances set forth in paragraphs 2.b., 2.c., or 2.d. (exercisable for 90 days).

Forfeiture —Notwithstanding anything to the contrary contained in the Plan, this Option is subject to forfeiture if Optionee is removed from his or her position as a Director for cause in accordance with the Company’s Articles and Bylaws and the corporation laws of the State of Missouri or if Optionee fails to exercise this Option within the appropriate period set forth in paragraph 2, but shall not be subject to forfeiture for any other reason. Following forfeiture, no portion of this Option may be exercised.

This Non-Qualified Stock Option Agreement shall be governed by the laws of the State of Missouri without reference to the conflict of laws provisions thereof. The Optionee shall be solely responsible to seek advice as to the laws of any jurisdiction to which he or she may be subject, and participation by the Optionee in the Plan shall be on the basis of a warranty by the Optionee that he or she may lawfully so participate without the Company being in breach of the laws of any such jurisdiction.

No amendment or modification of this Option shall be valid unless the same shall be in writing and signed by the Company and Optionee. The foregoing, however, shall not prevent the Company from amending or modifying the Plan except that no such amendment or modification shall adversely affect the Optionee’s rights under this Non-Qualified Stock Option Agreement.

During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may request authorization from the Committee to assign his or her rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Optionee, the Optionee’s spouse or the Optionee’s lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Optionee may assign his or her rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Optionee under the Plan and this Agreement and shall be entitled to all the rights of the Optionee under the Plan.


ACKNOWLEDGED AND ACCEPTED:	POST HOLDINGS, INC.

	BY:
[NAME], Optionee		[NAME] Secretary


Date

Exhibit 10.8

POST HOLDINGS, INC.

DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES

(Effective January 1, 2012)

POST HOLDINGS, INC.

DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES

(Effective as of January 1, 2012)

TABLE OF CONTENTS


		Page
PREAMBLE			1

ARTICLE I DEFINITIONS			2
1.1	“Account”		2
1.2	“Acquiring Person”		2
1.3	“Affiliate” or “Associate”		2
1.4	“Allocation Date”		2
1.5	“Beneficiary”		2
1.6	“Board”		2
1.7	“Change in Control”		2
1.8	“Code”		2
1.9	“Committee”		2
1.10	“Company”		2
1.11	“Company Matching Contributions”		3
1.12	“Continuing Director”		3
1.13	“Deferral Election”		3
1.14	“Effective Date”		3
1.15	“Eligible Employee”		3
1.16	“Executive Savings Investment Plan”		3
1.17	“Fund”		3
1.18	“Participant”		3
1.19	“Performance-Based Compensation”		4
1.20	“Plan”		4
1.21	“Ralcorp Amounts”		4
1.22	“Plan Year”		4
1.23	“Retirement”		4
1.24	“Rollover Amounts”		4
1.25	“Separation from Service”		4
1.26	“SIP”		5
1.27	“Stock”		5
1.28	“Termination for Cause”		6
1.29	“Unforeseeable Emergency”		6
1.30	“Rules of Construction”		6


ARTICLE II PARTICIPATION IN THE PLAN		7
2.1	Eligibility	7
2.2	Commencement of Participation	7

ARTICLE III ACCOUNTS		8
3.1	Deferral Election	8
3.2	Deferral Period	9
3.3	Account Reflecting Deferred Compensation	9
3.4	Credits or Charges	9
3.5	Company Matching Deferral	10
3.6	Investment, Management and Use	11
3.7	Valuation of Stock	12
3.8	Rollover Amounts	12

ARTICLE IV FUNDS		13
4.1	Fund Selection	13
4.2	Transfer	13

ARTICLE V DISTRIBUTION OF ACCOUNT		14
5.1	Time of Distribution	14
5.2	Amount Distributed	15
5.3	Method of Distribution	15
5.4	Form of Payment	16
5.5	Distribution Upon Death	16
5.6	Designation of Beneficiary	16

ARTICLE VI NON-ASSIGNABILITY		17
6.1	Non-Assignability	17

ARTICLE VII VESTING		18
7.1	Vesting	18

ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN		19
8.1	Power to Amend Plan	19
8.2	Distribution of Plan Benefits Upon Termination	19
8.3	When Amendments Take Effect	19
8.4	Restriction on Retroactive Amendments	19

ARTICLE IX PLAN ADMINISTRATION		20
9.1	Powers of the Committee	20
9.2	Indemnification.	20
9.3	Claims Procedure	21
9.4	Expenses	22
9.5	Conclusiveness of Action	23
9.6	Release of Liability	23

ARTICLE X MISCELLANEOUS		24
10.1	Plan Not a Contract of Employment	24


10.2	No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status	24
10.3	Rules	24
10.4	Withholding of Taxes	24
10.5	Severability	24
10.6	409A Compliance	24
10.7	Participant Responsibility	25

iii

POST HOLDINGS, INC.

DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES

(Effective as of January 1, 2012)

PREAMBLE

Ralcorp Holdings, Inc. (“Ralcorp”) maintained the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees (the “Ralcorp Plan”). Ralcorp intends to distribute on a pro rata basis to the holders of Ralcorp’s common stock at least 80% of the outstanding shares of Post Holdings, Inc. (the “Company”) common stock owned by Ralcorp (“Spin-Off”). The Company hereby adopts the Post Holdings, Inc. Deferred Compensation Plan for Key Employees effective January 1, 2012 (“Effective Date”), subject to the completion of the Spin-Off.

As of the Spin-Off, account balances of the Company’s employees and former employees under the Ralcorp Plan are hereby converted into account balances under this Plan upon terms and conditions approved by the Committee, and the Company is responsible under this Plan for the payment of all liabilities and obligations for benefits unpaid with respect to all such transferred accounts.

The Plan as set out herein is intended to be an unfunded retirement plan for a select group of management or highly compensated employees which, for deferrals after December 31, 2004, meets the requirements of Section 409A of the Code. Deferrals prior to January 1, 2005 that are intended to be grandfathered under Section 409A of the Code are not governed by, covered under, or otherwise subject to the terms of this document.

The purpose of the Plan is to enhance the profitability and value of the Company for the benefit of its shareholders by providing a supplemental retirement program to attract, retain and motivate selected employees who make important contributions to the success of the Company.

ARTICLE I

DEFINITIONS

As used in this Plan, the following capitalized words and phrases have the meanings indicated, unless the context requires a different meaning:

1.1 “ Account ” means the bookkeeping account established for each Participant to reflect amounts credited to such Participant under the Plan, including any subaccount(s) established by the Committee to record different types of credits.

1.2 “ Acquiring Person ” means any person or group of Affiliates or Associates who is or becomes the beneficial owner, directly or indirectly, of 20% or more of the outstanding Stock.

1.3 “ Affiliate ” or “ Associate ” shall have the meanings set forth as of March 1, 1994 in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

1.4 “ Allocation Date ” means each day the New York Stock Exchange is open for business.

1.5 “ Beneficiary ” means the person or persons designated by a Participant, or otherwise entitled, to receive any amount credited to his Account that remains undistributed at his death.

1.6 “ Board ” means the Board of Directors of the Company.

1.7 “ Change in Control ” means the time when (i) any person, either individually or together with such person’s Affiliates or Associates, shall become the beneficial owner, directly or indirectly, of more than 50% of the outstanding Stock and there shall have been a public announcement of such occurrence by the Company or such person or (ii) during any twelve (12) month period individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a majority of the Board; provided, however, that in the case of either clause (i) or clause (ii), a Change in Control shall not be deemed to have occurred if the event shall have been approved prior to the occurrence thereof by a majority of the Continuing Directors who shall then be members of the Board. Notwithstanding anything to the contrary, an event shall not be a Change in Control if it is not a change in control as that term is used in Section 409A of the Code.

1.8 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

1.9 “ Committee ” means the Corporate Governance and Compensation Committee of the Board.

1.10 “ Company ” means Post Holdings, Inc., a Missouri corporation, and any successor thereto.

1.11 “ Company Matching Contributions ” means the Company contributions described in Section 3.5.

1.12 “ Continuing Director ” means any member of the Board of Directors of Post Holdings, Inc., while such person is a member of such Board, who is not an Affiliate or Associate of an Acquiring Person or of any such Acquiring Person’s Affiliate or Associate and was a member of such Board prior to the time when such Acquiring Person became an Acquiring Person, and any successor of a Continuing Director, while such successor is a member of such Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person or of any Affiliate or Associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.

1.13 “ Deferral Election ” means an agreement between a Participant and the Company under which the Participant agrees to a deferral of his annual bonus, Performance-Based Compensation or other compensation in accordance with Section 3.1 as follows:

(a) a specified percentage (from 1% to 100%) of a Participant’s bonus, Performance-Based Compensation or other compensation;

(b) all of a Participant’s bonus, Performance-Based Compensation or other compensation up to a specified dollar amount; or

(c) all of a Participant’s bonus, Performance-Based Compensation or other compensation in excess of a specified dollar amount.

1.14 “ Effective Date ” means January 1, 2012.

1.15 “ Eligible Employee ” means an employee of the Company, or except as provided below an employee of a subsidiary of the Company, who is a member of a select group of management or highly compensated employees and who is eligible to receive a bonus, Performance-Based Compensation or other compensation, in the discretion of the Committee, from the Company or from a subsidiary of the Company. An employee of a subsidiary of the Company shall not be an Eligible Employee unless the Chief Executive Officer of the Company has extended this Plan to such subsidiary.

1.16 “ Executive Savings Investment Plan ” means the Post Holdings, Inc. Executive Savings Investment Plan.

1.17 “ Fund ” means one or more of the measurement investment funds available under the Plan for purposes of crediting or debiting hypothetical investment gains and losses to the Accounts of Participants. The investment funds available under the Plan shall be identical to the extent possible to those approved by the Employee Benefit Trustees Committee under the SIP. Each Fund shall be subject to all terms, conditions and fees established from time to time by the Fund sponsor.

1.18 “ Participant ” means any Eligible Employee who satisfies the conditions for participation in the Plan set forth in Section 2.1. In addition, Participant means any current or

former employee of the Company or its subsidiaries whose name is listed on Appendix I hereto, to the extent an Account is credited with Ralcorp Amounts on behalf of such individual under this Plan.

1.19 “ Performance-Based Compensation ” means Compensation that constitutes performance-based compensation as defined by Section 409A of the Code and the regulations thereunder.

1.20 “ Plan ” means the Post Holdings, Inc. Deferred Compensation Plan for Key Employees, as originally adopted and as from time to time amended.

1.21 “ Plan Year ” means the accounting year of the Plan, which ends on December 31.

1.22 “ Ralcorp Amounts ” means amounts credited to the Plan in accordance with Section 3.3.

1.23 “ Retirement ” means an Employee’s Separation from Service following attainment of age 62.

1.24 “ Rollover Amounts ” means amounts credited to the Plan in accordance with Section 3.8.

1.25 “ Separation from Service ” means the date a Participant separates from service within the meaning of Code Section 409A. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with the Company determined in accordance with the following:

(a) Leaves of Absence. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6) month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine (29) month period of absence shall be substituted for such six (6)-month period.

(b) Dual Status. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However,

if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Treasury Regulations section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan.

(c) Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor, except as provided in section 1.25(b) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in section 1.25(b) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty-six (36) months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (c), the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (c) (including for purposes of determining the applicable thirty-six (36)-month (or shorter) period). For the avoidance of doubt, no Participant shall be treated as incurring a Separation from Service, termination of employment, retirement, or other similar event for purposes of determining the right to distribution, vesting, benefits, or any other purpose under the Plan as a result of the Spin-Off (as defined in the Preamble).

(d) Service with Related Companies. For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company or a subsidiary, as applicable, and any other entity that is aggregated with the Company or such subsidiary pursuant to Code section 414(b) or (c).

1.26 “ SIP ” means the Post Holdings, Inc. Savings Investment Plan.

1.27 “ Stock ” means the Company’s $.01 par value common stock or any such other security outstanding upon the reclassification of the Company’s common stock, including, without limitation, any Stock, split-up, Stock dividend, or other distributions of stock in respect of Stock, or any reverse Stock split-up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate, or any other transaction, whether or not with or into or otherwise involving an Acquiring Person.

1.28 “ Termination for Cause ” means a Participant’s termination of employment with the Company because the Participant willfully engaged in gross misconduct; provided, however, that a “Termination for Cause” shall not include a termination attributable to:

(a) poor work performance, bad judgment or negligence on the part of the Participant; or

(b) an act or omission reasonably believed by the Participant in good faith to have been in or not opposed to the best interests of his employer and reasonably believed by the Participant to be lawful.

1.29 “ Unforeseeable Emergency ” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152 without regard to 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee will determine the existence of an Unforeseeable Emergency, based on the supporting facts, circumstances, and documentation provided by the Participant.

1.30 “ Rules of Construction ”

(a) Governing law . The construction and operation of this Plan are governed by the laws of the State of Missouri.

(b) Headings . The headings of Articles, Sections and Subsections are for reference only and are not to be utilized in construing the Plan.

(c) Gender . Unless clearly inappropriate, all pronouns of whatever gender refer indifferently to persons or objects of any gender.

(d) Singular and plural . Unless clearly inappropriate, singular items refer also to the plural and vice versa.

(e) Severability . If any provision of this Plan is held illegal or invalid for any reason, the remaining provisions are to remain in full force and effect and to be construed and enforced in accordance with the purposes of the Plan as if the illegal or invalid provision did not exist.

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ARTICLE II

PARTICIPATION IN THE PLAN

2.1 Eligibility . Participation in the Plan shall be limited to Eligible Employees. If the Committee determines that a Participant no longer qualifies as being a member of a select group of management or highly compensated employees, the Participant shall cease to be eligible to make Deferral Elections, but will continue to participate in the Plan with respect to existing amounts credited to his Account. A Committee determination that a Participant is no longer eligible may not result in a mid-year rescission of a Deferral Election.

2.2 Commencement of Participation . To participate in the Plan, an Eligible Employee shall defer a bonus, Performance-Based Compensation or other compensation earned during a Plan Year by making a Deferral Election with respect to such bonus, Performance-Based Compensation or other compensation, in the manner set forth in Section 3.1.

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ARTICLE III

ACCOUNTS

3.1 Deferral Election

(a) Annual Bonus . Prior to each Plan Year, a Participant may execute a Deferral Election under which he may elect to defer all or a portion of his annual bonus earned during such Plan Year. A Deferral Election is irrevocable upon the beginning of the Plan Year (or the period otherwise described below in this Section 3.1(a)) to which it applies. Notwithstanding the foregoing, an individual who first becomes an Eligible Employee subsequent to the first day of any Plan Year (and was not previously eligible to participate in a plan which is treated with this Plan as one plan under Treasury Regulation section 1.409A-1(c)(2)) may make a Deferral Election, applicable to the period from the Eligible Employee’s initial entry date to the end of the Plan Year, provided the Deferral Election is made within 30 days of becoming an Eligible Employee and prior to the performance of services by a Participant for the period covered by the election. Each Deferral Election shall be in a form designated by the Committee.

(b) Performance-Based Compensation . Notwithstanding subsection (a) above, in the case of a Deferral Election to defer compensation which is Performance-Based Compensation, as defined herein, a Deferral Election must be made no later than the date (as determined by the Committee) that is six months before the end of the performance period, provided that (1) the Participant continuously performs services from the later of the beginning of the performance period or the date the performance criteria are established through the date the Participant makes his Deferral Election and (2) the Performance-Based Compensation is not substantially certain to be paid and is not readily ascertainable as of the date of such Deferral Election.

(c) Other Compensation . Notwithstanding subsections (a) and (b) above, in the discretion of the Committee, a Participant may execute a Deferral Election with respect to certain forfeitable rights in a manner consistent with Section 409A including: (1) a legally binding right to a payment of other compensation in a subsequent year provided that, (2) the payment of compensation is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, (3) the Deferral Election is made within 30 days after the Participant obtains the legally binding right to the compensation, and (4) the Deferral Election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse.

(d) Continuation of Elections . On the date of the Spin-Off, all deferral elections in effect under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees with respect to Participants listed on Appendix I hereto shall transfer to, be recognized as a Deferral Election by, and remain in effect for the year or other applicable period to which it relates under this Plan.

3.2 Deferral Period. A Participant shall specify on a distribution election form, approved by the Committee, on or before the Deferral Election which of the following times the bonus, Performance-Based Compensation or other compensation shall be paid:

(a) Short-term deferral: in January of the year following the year the bonus would have been paid in the absence of the Deferral Election, the performance period ends, or the forfeiture condition lapses, as applicable.

(b) Deferral until a specified date: the last day of a calendar month that is at least three years after the date the bonus would have been paid in the absence of the Deferral Election, the performance period ends, or the forfeiture condition lapses, as applicable.

3.3 Account Reflecting Deferred Compensation . The Committee shall establish and maintain a separate Account for each Participant which shall reflect the amount of the Participant’s total contributions under this Plan and all credits or charges under Section 3.4 from time to time. All amounts credited or charged to a Participant’s Account hereunder shall be in a manner and form determined within the sole discretion of the Committee. The amount of a Participant’s annual bonus, Performance-Based Compensation or other compensation deferred by a Deferral Election shall be credited to the Participant’s Account as soon as administratively practicable. The amount credited to an account under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees as of the Spin-Off with respect to a Participant listed on Appendix I shall be credited to such Participant’s Account as Ralcorp Amounts under this Plan in a separate bookkeeping sub-account and shall include earnings and losses credited pursuant to Section 3.4. Ralcorp Amounts shall be invested in accordance with Section 3.6 and Article IV and distributed in accordance with Article V. On and after the Spin-Off, the Company shall assume all liabilities relating to the Ralcorp Amounts, and Ralcorp Holdings, Inc. and its affiliates shall have no liability therefor.

3.4 Credits or Charges

(a) Earnings or Losses. As of each Allocation Date during a Plan Year, a Participant’s Account shall be credited or debited with earnings or losses, if any, equal to the earnings, gain or loss on the Funds indicated as preferred by a Participant for the Plan Year or for the portion of such Plan Year in which the Account is deemed to be invested.

(b) Balance of Account. As of each Allocation Date, the amount credited to a Participant’s Account shall be the amount credited to his Account as of the immediately preceding Allocation Date, plus the Participant’s contribution credits since the immediately preceding Allocation Date, minus any amount that is paid to or on behalf of a Participant pursuant to this Plan subsequent to the immediately preceding Allocation Date, plus or minus any hypothetical investment gains or losses determined pursuant to Section 3.4(a) above.

3.5 Company Matching Deferral

(a) Committee Discretion . The Committee may determine that a Company matching contribution described in this Section 3.5 shall be made with respect to Participant deferrals for any specific fiscal year of the Company. Absent such determination with respect to any such fiscal year deferrals, no Participant shall be entitled to the Company matching contribution described herein. The amount of matching contribution shall be equal to a percentage (as determined by the Committee) of a Participant’s compensation that is deferred pursuant to such Deferral Election and credited to the Post Holdings, Inc. Common Stock Fund, up to a maximum percentage of Participant’s compensation as determined by the Committee. Such Company matching contributions and all earnings thereon are hereinafter referred to as “Company Matching Contributions.” Company Matching Contributions for a Participant shall be credited to the Participant’s Matching Contributions Account at the same time as Deferral Election amounts are credited pursuant to Section 3.3.

(b) Vesting. Vesting for Company Matching Contributions shall be governed by this paragraph:

(1) A Participant’s Company Matching Contribution and related hypothetical earnings shall not vest until the Participant has been employed by the Company for a period of at least five years following the relevant date of crediting with respect to such Company Matching Contribution. Prior service recognized for vesting purposes under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees as of the Spin-Off shall be counted as years of service for vesting under this Plan.

The non-vested portion of a Participant’s Company Matching Contributions shall be forfeited upon a Participant’s Separation from Service; provided, however, that (a) if a Participant’s Separation from Service is by reason of Retirement, the Participant’s otherwise non-vested Company Matching Contributions and related hypothetical earnings shall be deemed 100% vested if the Participant’s Company Matching Contributions have been invested in the Company Stock Fund for at least one year from the date the Company credited the Company Matching Contributions to the Participant’s Matching Contributions Account; or (b) if a Participant becomes disabled, as is determined by the Committee, or the Participant’s Separation of Service is by reason of death or involuntary termination other than Termination for Cause, the Participant’s otherwise non-vested Company Matching Contributions and related hypothetical earnings shall be deemed 100% vested.

(2) In addition, if at any time prior to the date that is two years after a Participant’s Separation from Service prior to age 62, the Committee determines that the Participant has engaged in competition with the Company or any Affiliate

or has engaged in any activity or conduct contrary to the best interests of the Company or an Affiliate, the Participant’s right to his or her Company Matching Contributions Account shall be forfeited and the Participant shall promptly, upon written demand by the Company, remit to the Company all amounts paid to him or her upon termination. The determination that a Participant is engaging in competition with the Company or an Affiliate shall be made by the Committee in its sole and absolute discretion. In exercising its discretion, the Committee shall consider, among other factors, the nature of the competitive activity, the potential harm to the Company or an Affiliate which may result from the competitive activity, the Participant’s ability to find non-competitive employment and the Participant’s financial need. Upon request, the Committee shall advise a Participant whether it deems an activity in which the Participant proposes to engage to be a competitive activity.

(3) Notwithstanding the above, however, upon a Change in Control there will be no forfeiting of Company Matching Contributions in the event of a Participant’s engaging in competition with the Company. Notwithstanding anything else contained herein, in the event of a Change in Control, Company Matching Contributions and related hypothetical earnings shall vest in their entirety and shall not be subject to forfeiture.

(4) Matching contributions under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees credited as Ralcorp Amounts shall be subject to the foregoing vesting provisions of this Section as though such matching contributions were Company Matching Contributions under this Plan, provided that the original date of crediting under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees with respect to such matching contributions shall be deemed to be the relevant date of crediting for purposes of determining any vesting under this Plan.

(c) Investment of Company Matching Contributions. All Company Matching Contributions credited to a Participant shall be deemed to be invested in the Post Holdings, Inc. Common Stock Fund.

(d) Form of distribution. Any distribution with respect to Company Matching Contributions that remain invested in the Common Stock Fund shall be in Stock, with cash for any fractional shares, unless the Committee in its discretion changes the form of distribution to all cash or any other combination of Stock and cash.

(e) Change in Control. Upon a Change in Control, all amounts deemed to be invested in the Post Holdings, Inc. Common Stock Fund shall be immediately converted to the Fund that is a money market fund.

3.6 Investment, Management and Use . The Company shall have sole control and discretion over the investment, management and use of all amounts credited to a Participant’s Account until such amounts are distributed pursuant to Article V. Notwithstanding any other

provision of this Plan or any notice, statement, summary or other communication provided to a Participant that may be interpreted to the contrary, the Funds are to be used for measurement purposes only, and a Participant’s election of any such Fund, the determination of credits and debits to his Account based on such Funds, the Company’s actual ownership of such Funds, and any authority granted under this Plan to a Participant to change the investment of the Company’s assets, if any, may not be considered or construed in any manner as an actual investment of the Account in any such Fund or to constitute a funding of this Plan.

3.7 Valuation of Stock . In any situation in which it is necessary to value Stock, the value of the Stock shall be the closing price as reported by the New York Stock Exchange—Composite Transactions on the date in question, or, if the Stock is not quoted on such composite tape or if the Stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Stock is listed, or if the Stock is not listed on any such exchange, the average of the closing bid quotations with respect to a share of the Stock during the ten (10) days immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of the Stock as determined by a majority of the Continuing Directors in good faith.

3.8 Rollover Amounts . If the Company acquires an operation that sponsored a nonqualified deferred compensation plan under which Participants have accounts, the amount credited to a Participant’s account under such acquired operation’s nonqualified deferred compensation plan may, in the sole and absolute discretion of the Company, be credited to the Participant’s Account under this Plan in a separate bookkeeping sub-account and shall include earnings and losses credited pursuant to Section 3.4. Rollover Amounts shall be invested in accordance with Sections 3.6 and Article IV and distributed in accordance with Article V.

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ARTICLE IV

FUNDS

4.1 Fund Selection . Except for short-term deferrals described in Section 3.2(a) and Company Matching Contributions described in Section 3.5, the rate at which earnings and losses shall be credited to a Participant’s Account shall be determined in accordance with one or more Funds selected by the Participant; if a Participant does not select a Fund the Fund applicable for that Participant shall be the Fund that is a money market fund. Short-term deferrals shall be credited earnings at the rate of the Fund which is a money market fund. Notwithstanding anything to the contrary, a Participant shall have one election in effect at any given time that applies to Fund selections under both this Plan and the Executive Savings Investment Plan, and the most recent Fund selection under either this Plan or the Executive Savings Investment Plan shall apply to and shall supersede any previous Fund selection under the other plan. Fund selections recognized under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees immediately prior to the Spin-Off shall be recognized under this Plan until superseded or otherwise changed in accordance with this Plan; provided however, that Ralcorp Amounts deemed invested in the Ralcorp Holdings, Inc. stock fund immediately prior to the Spin-Off shall be deemed invested in a Fund selected by the Committee until the Participant elects a replacement Fund (if and to the extent permitted by the Committee). If a Fund elected by a Participant is removed, a Fund selected by the Employee Benefit Trustees Committee under the SIP shall apply in its place until the Participant elects a replacement Fund. For purposes of calculating earnings and losses attributable to a Fund, any amount shall be deemed to be invested in the Fund as of the date determined appropriate by the Committee.

4.2 Transfer . Subject to any limitations set forth herein and/or established by the Committee from time to time, a Participant may transfer amounts between Funds as of the close of each business day. The Committee has discretion to set any limitations on the transfer of such funds as it deems necessary or desirable under applicable laws and regulations or to ensure the orderly operation of the Plan. With respect to the Company Stock Fund, the following limitations shall apply:

(a) Amounts transferred from a Fund into the Company Stock Fund may not be transferred out of the Company Stock Fund;

(b) Amounts deferred and directed into the Company Stock Fund that are subject to a Company Matching Contribution and the related vested Company Matching Contribution may be exchanged between the Company Stock Fund and any other Fund but such ability to transfer does not alter the vesting requirements of the Plan; and

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ARTICLE V

DISTRIBUTION OF ACCOUNT

5.1 Time of Distribution .

(a) General . Payment of the amount credited to a Participant’s Account shall be made or commence upon the earlier of the following:

(i) the date specified in a distribution election form;

(ii) a Change in Control (to the extent provided in an election form);

(iii) the occurrence of an Unforeseeable Emergency; provided that a withdrawal with respect to an Unforeseeable Emergency may not exceed the amount necessary to satisfy the emergency need, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets itself would not cause severe financial hardship); or

(iv) Separation from Service.

(b) Specified Employee. Notwithstanding any provision of the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no portion of his or her Account shall be distributed on account of a Separation from Service before the earlier of (a) the date which is six (6) months following the date of the Participant’s Separation from Service, or (b) the date of death of the Participant. Amounts that would have been paid during the delay will be paid on the first business day following the end of the six month delay. The Company’s specified employees shall be determined in accordance with the special rules for spin-offs under Treas. Reg. Section 1.409A-1(i)(6)(iii), or any successor thereto, for the period indicated in such regulation.

(c) Deferred Time of Payment . In the discretion of the Committee, a Participant may elect to modify the form and time at which payment of his benefit shall be paid, in accordance with the following:

(i) any such election must be received by the Committee or its designee no less than twelve (12) months prior to the Participant’s scheduled payment date (or, in the case of annual installments pursuant to Section 5.3(b) or (c), twelve (12) months prior to the date the first amount was scheduled to be paid), if applicable;

(ii) the election shall not take effect until twelve (12) months after the date on which the new election is made; and

(iii) the payment with respect to which such election is made is deferred for a period of not less than 5 years from the date the payment otherwise would have been made (or, in the case of annual installments pursuant to Section 5.3(b) or (c), 5 years from the date the first amount was scheduled to be paid).

(d) Rollover Amounts. Notwithstanding anything to the contrary, but subject to Section 5.1(b), a Participant’s Rollover Amounts shall be distributed at the time determined in accordance with the terms of the nonqualified deferred compensation plan sponsored by the acquired operation as of the date each such Rollover Amount became credited under this Plan as a Rollover Amount.

(e) Ralcorp Elections. Notwithstanding anything to the contrary, but subject to Section 5.1(b), Ralcorp Amounts shall be distributed at the time determined in accordance with the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees as of the Spin-Off. Distribution elections effective under such plan as of the Spin-Off with respect to Participants listed on Appendix I shall be recognized under this Plan, subject to permitted modifications as described herein.

Notwithstanding anything to the contrary, a Participant shall have one election in effect at any given time that applies to distributions under both this Plan and under the Executive Savings Investment Plan, and the most recent distribution election under either this Plan or the Executive Savings Investment Plan shall apply to and shall supersede any previous distribution elections under the other plan.

5.2 Amount Distributed . The amount distributed to a Participant shall be determined as of the Allocation Date as of which distribution is made, or as of the most recent Allocation Date preceding the date as of which distribution is made, pursuant to the Committee’s practice for different methods of distributions, with actual payment occurring as soon as practicable thereafter. In the case of a deferral until a specified date, the amount paid will equal the lesser of the following:

(a) the amount deferred; or

(b) the current value of the amount deferred determined as of the most recent Allocation Date preceding the date as of which distribution is made.

Notwithstanding anything to the contrary, a Participant’s Rollover Amounts shall be distributed in the method determined in accordance with the terms of the nonqualified deferred compensation plan sponsored by the acquired operation as of the date each such Rollover Amount became credited under this Plan as a Rollover Amount.

5.3 Method of Distribution . Distribution under this Plan with respect to a short-term deferral and a deferral until a specified date shall be in a single payment in the form(s) determined pursuant to Section 5.4. Distribution under this Plan with respect to a deferral until

Separation from Service or a Change in Control may be made in any of the following forms elected by the Participant on his distribution election form, subject to change pursuant to Section 5.1(c):

(a) Single payment in the form(s) determined pursuant to Section 5.4;

(b) Annual installments over five years; or

A Participant may elect a different method of distribution for a distribution upon a Change in Control than upon a Separation from Service. If a Participant does not make a timely election for the method of distribution, his method of distribution shall be a single payment in the form(s) determined pursuant to Section 5.4. Notwithstanding anything to the contrary, a Participant’s Account shall be paid in a lump sum if the balance does not exceed the dollar amount under Section 402(g)(1)(B) of the Code ($17,000 for 2012), and if the payment results in the termination and liquidation of the Participant’s entire interest under the Plan, and any other plans that are treated with this Plan as one plan under Treasury Regulation section 1.409A-1(c)(2). Distribution election forms in effect under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees immediately prior to the Spin-Off for Participants listed on Appendix I shall be recognized under this Plan, subject to permitted modifications as described herein.

5.4 Form of Payment . All payments made pursuant to this Plan shall be in cash, except for amounts credited to the Post Holdings, Inc. Common Stock Fund, which shall be paid in Stock, subject in any case to the Committee’s discretion to change the form of payment.

5.5 Distribution Upon Death . If a Participant dies before completing the payment of his Account, the unpaid Account balance shall be paid to a Participant’s designated Beneficiary in a single payment in the form(s) determined pursuant to Section 5.4 within sixty (60) days following the Participant’s date of death.

5.6 Designation of Beneficiary . A Participant shall designate a Beneficiary on a form to be supplied by the Committee. The Beneficiary designation may be changed by the Participant at any time, but any such change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by the Committee. In the event that the Committee receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If the Committee does not have a valid Beneficiary designation of a Participant at the time of the Participant’s death, then the Participant’s Beneficiary shall be the Participant’s estate. The beneficiary designation, if any, in effect under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees immediately prior to the Spin-Off with respect to Participants listed on Appendix I shall be recognized under this Plan and shall be deemed the Participant’s valid Beneficiary designation hereunder, subject to permitted changes as described herein.

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ARTICLE VI

NON-ASSIGNABILITY

6.1 Non-Assignability . Neither a Participant nor any Beneficiary of a Participant shall have any right to commute, sell, assign, pledge, transfer or otherwise convey the right to receive his Account until his Account is actually distributed to a Participant or his Beneficiary. The portion of the Account which has not been distributed shall not be subject to attachment, garnishment or execution for the payment of any debts, judgments, alimony or separate maintenance and shall not be transferable by operation of law in the event of bankruptcy or insolvency of a Participant or a Participant’s Beneficiary.

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ARTICLE VII

VESTING

7.1 Vesting . Each Participant shall be fully (100%) vested in his Account balance attributable to Deferral Elections at all times. Vesting with respect to Company Matching Contributions and other matching contributions credited as Ralcorp Amounts is described in Section 3.5.

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ARTICLE VIII

AMENDMENT OR TERMINATION OF THE PLAN

8.1 Power to Amend Plan . The power to amend, modify or terminate this Plan at any time is reserved to the Committee, except that the Chief Executive Officer of the Company may make amendments to resolve ambiguities, supply omissions and cure defects, any amendments deemed necessary or desirable to comply with federal tax law or regulations to avoid adverse tax consequences, and any other amendments deemed necessary or desirable, which shall be reported to the Committee. Notwithstanding the foregoing, no amendment, modification or termination which would reasonably be considered to be adverse to a Participant or Beneficiary may apply to or affect the terms of any deferral of Compensation prior to the effective date of such amendment, modification or termination, without the consent of the Participant or Beneficiary affected thereby. Any amendment made to this Plan shall be in accordance with Code section 409A and the regulations thereunder. Any amendment made in accordance with this Section 8.1 is binding upon all Participants and their Beneficiaries, the Committee and all other parties in interest.

8.2 Dis tribution of Plan Benefits Upon Termination . Upon the full termination of the Plan, the Committee shall direct the distribution of the benefits of the Plan to the Participants in a manner that is consistent with and satisfies the provisions of Article V and Section 409A of the Code to the extent applicable.

8.3 When Amendments Take Effect . A resolution amending or terminating the Plan becomes effective as of the date specified therein.

8.4 Restriction on Retroactive Amendments . No amendment may be made that retroactively deprives a Participant of any benefit accrued before the date of the amendment.

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ARTICLE IX

PLAN ADMINISTRATION

9.1 Powers of the Committee . In carrying out its duties with respect to the general administration of the Plan, the Committee has, in addition to any other powers conferred by the Plan or by law, the following powers:

(a) to determine all questions relating to eligibility to participate in the Plan;

(b) to compute and certify to an appropriate party the amount and kind of distributions payable to Participants and their Beneficiaries;

(d) to interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are not inconsistent with the terms thereof;

(e) to establish and modify the method of accounting for the Plan;

(f) to employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and

(g) to perform any other acts necessary and proper for the administration of the Plan.

9.2 Indemnification .

(a) Indemnification of Members of the Committee by the Company . The Company agrees to indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his action or failure to act in such capacity, excepting only expenses and liabilities arising out of his own willful misconduct or gross negligence. This right of indemnification is in addition to any other rights to which any member of the Committee may be entitled.

(b) Liabilities for Which Members of the Committee are Indemnified . Liabilities and expenses against which a member of the Committee is indemnified hereunder include, without limitation, the amount of any settlement or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or a proceeding brought against him or the settlement thereof.

(c) Company’s Right to Settle Claims . The Company may, at its own expense, settle any claim asserted or proceeding brought against any member of the Committee when such settlement appears to be in the best interests of the Company.

9.3 Claims Procedure . A Participant or Beneficiary or other person who feels he is entitled to a benefit or right provided under the Plan (hereinafter referred to as “Claimant”) may make a claim, i.e., a request for benefits under this Plan, pursuant to the Committee’s procedures.

(a) Company Action . The Company shall, within 90 days after its receipt of such claim, make its determination. However, if special circumstances require an extension of time for processing the claim, the Company shall furnish the Claimant, within 90 days after its receipt of such claim, written notification of the extension explaining the circumstances requiring such extension and the date that it is anticipated that such written statement will be furnished, and shall provide such Claimant with its determination not later than 180 days after receipt of the Claimant’s claim.

In the event the claim is denied, the Company shall provide such Claimant a written statement of the Adverse Benefit Determination, as defined in Subsection (d) below. The notice of Adverse Benefit Determination shall be delivered or mailed to the Claimant by certified or registered mail to his last known address, which statement shall contain the following:

(i) the specific reason or reasons for Adverse Benefit Determination;

(ii) a reference to the specific provisions of the Plan upon which the Adverse Benefit Determination is based;

(iii) a description of any additional material or information that is necessary for the Claimant to perfect the claim;

(iv) an explanation of why that material or information is necessary; and

(v) an explanation of the review procedure provided below, including applicable time limits and a notice of a Claimant’s rights to bring a legal action under ERISA after an Adverse Benefit Determination on appeal.

(b) Procedures for Appealing an Adverse Benefit Determination . Within 60 days after receipt of a notice of an Adverse Benefit Determination as provided above, if the Claimant disagrees with the Adverse Benefit Determination, the Claimant, or his authorized representative, may request, in writing, that the Committee review his claim and may request to appear before the Committee for such review. If the Claimant does not request a review of the Adverse Benefit Determination within such 60 day period, he shall be barred and estopped from appealing the Company’s Adverse Benefit Determination. Any appeal shall be filed with the Committee at the address prescribed by the Committee, and it shall be considered filed on the date it is received by the addressee. In deciding any appeal, the Committee shall act in its capacity as a named Fiduciary.

The Claimant shall have the rights to:

(i) submit written comments, documents, records and other information relating to the claim for benefits;

(ii) request, free of charge, reasonable access to, and copies of all documents, records and other information relevant to his claim for benefits.

(c) Response on Appeal . Within 60 days after receipt by the Committee of a written application for review of a Claimant’s claim, the Committee shall notify the Claimant of its decision by delivery or by certified or registered mail to his last known address; provided, however, in the event that special circumstances require an extension of time for processing such application, the Committee shall so notify the Claimant of its decision not later than 120 days after receipt of such application.

In the event the Committee’s decision on appeal is adverse to the Claimant, the Committee shall issue a written notice of an Adverse Benefit Determination on Appeal that will contain all of the following information, in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the Adverse Benefit Determination on Appeal;

(ii) reference to specific plan provisions on which the benefit determination is based;

(iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim for benefits; and a statement of the Claimant’s right to bring an action under ERISA Section 502(a).

(d) Definition . As used herein, the term “Adverse Benefit Determination” shall mean a determination that results in any of the following: the denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of the Claimant’s eligibility to participate in the Plan.

(e) A Claimant may bring a legal action with respect to a claim only if (i) all procedures described above have been exhausted, and (ii) the action is commenced within ninety (90) days after a decision on review is furnished. In light of the Company’s substantial contacts with the State of Missouri, the fact that the Company is headquartered in St. Louis, Missouri, and the Company’s establishment of, and the Committee’s maintenance of, this Plan in Missouri, any legal action brought by a Claimant shall be filed and conducted exclusively in the federal courts in the Eastern District of Missouri.

9.4 Expenses . All expenses of the Committee with respect to the Plan shall be paid by the Company.

9.5 Conclusiveness of Action . Any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Participants and upon all persons claiming any rights under the Plan, including Beneficiaries.

9.6 Release of Liability . By participating in the Plan, each Participant and Beneficiary automatically releases the Company, its employees, the Committee, the Board and each member of the Board from any liability due to any failure to follow the requirements of Code section 409A, unless such failure was the result of an action or failure to act that was undertaken by the Company in bad faith. Further by participating in the Plan, each Participant and Beneficiary automatically (1) releases Ralcorp Holdings, Inc., its employees, the Corporate Governance and Compensation Committee of the Board of Directors of Ralcorp Holdings, Inc., the Board of Directors of Ralcorp Holdings, Inc. and each member of such Board of Directors, and each of their affiliates, successors, predecessors, assigns, transferees, agents, counsel, plans, and insurers, from any and all liabilities in connection with the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees and this Plan, (2) agrees to the assignment and transfer of the rights, benefits, obligations, and other liabilities pursuant to the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees to the Company and this Plan, and (3) agrees that Ralcorp Holdings, Inc. shall not guarantee the payment of such transferred rights, benefits, obligations, and other liabilities in the event that the Plan and the Company fail to pay them or otherwise.

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ARTICLE X

MISCELLANEOUS

10.1 Plan Not a Contract of Employment . The adoption and maintenance of the Plan does not constitute a contract between the Company and any Participant or to be a consideration for the employment of any person. Nothing herein contained gives any Participant the right to be retained in the employ of the Company or derogates from the right of the Company to discharge any Participant at any time without regard to the effect of such discharge upon his rights as a Participant in the Plan.

10.2 No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status . Nothing in this Plan, express or implied, is intended, or shall be construed, to confer upon or give to any person, firm, association, or corporation, other than the parties hereto and their successors in interest, any right, remedy, or claim under or by reason of this Plan or any covenant, condition, or stipulation hereof, and all covenants, conditions and stipulations in this Plan, by or on behalf of any party, are for the sole and exclusive benefit of the parties hereto. The obligations of the Company under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. The benefits paid under the Plan shall be paid from the general assets of the Company, and the Participants and any Beneficiary or their heirs or successors shall be unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder. Notwithstanding the foregoing, nothing in this Section shall preclude the Company, in its sole discretion, from establishing a “rabbi trust” or other vehicle in connection with the operation of this Plan, provided that no such action shall cause the Plan to fail to be an unfunded plan designed to provide deferred compensation benefits for a select group of management or highly compensated employees.

10.3 Rules . The Committee shall have full and complete discretionary authority to construe and interpret provisions of the Plan and to determine a Participant’s eligibility for benefits on a uniform, nondiscriminatory basis in similar fact situations. The Committee may adopt such rules as it deems necessary, desirable or appropriate. All rules and decisions shall be uniformly applied to all Participants in similar circumstances.

10.4 Withholding of Taxes . The Committee shall cause taxes to be withheld from an Account distributed hereunder as required by law, and shall comply with all reporting requirements applicable to amounts deferred and distributed under this Plan.

10.5 Severability . If any provision of this Plan is determined to be invalid or illegal, the remaining provisions shall be effective and shall be interpreted as if the invalid or illegal provision did not exist, unless the illegal or invalid provision is of such materiality that its omission defeats the purposes of the parties in entering into this Plan.

10.6 409A Compliance . If any provision of the Plan is determined not to comply with Code section 409A, the non-compliant provisions shall be interpreted and applied in a manner that complies with Code section 409A and implements the intent of the Plan as closely as possible.

10.7 Participant Responsibility . Each Participant is responsible for reviewing the accuracy of the Company’s implementation of Deferral Elections and investment allocations. If a Participant fails to notify the Company of an improper implementation of a Deferral Election or investment allocation within thirty-one (31) days after receiving the first statement or other communication implementing the election or allocation, the Participant is deemed to have elected the implemented Deferral Election or investment allocation.

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FIRST AMENDMENT TO THE

POST HOLDINGS, INC. DEFERRED COMPENSATION PLAN FOR

KEY EMPLOYEES

(effective January 1, 2012)

WHEREAS, Post Holdings, Inc. (“Company”) previously adopted the Post Holdings, Inc. Deferred Compensation Plan for Key Employees (“Plan”);

WHEREAS, the Corporate Governance and Compensation Committee of the Board of Directors of the Company (“Committee”) reserved the right to amend the Plan pursuant to Article VIII of the Plan;

WHEREAS, Section 5.4 of the Plan provides that amounts deferred under the Plan that are deemed credited to the Post Holdings, Inc. Common Stock Fund shall be paid in the form of common stock of the Company subject to the Committee’s discretion to change the form of payment; and

WHEREAS, the Company desires to specify the number of shares of Company common stock reserved for issuance under the Plan.

NOW, THEREFORE, effective immediately, the Plan is amended by adding a new Section 5.7 to the Plan as follows:

“5.7 Shares Available. Subject to the provisions of this section, the maximum number of shares of Stock that may be delivered to Participants and beneficiaries under the Plan shall be 1,000,000. The shares of Stock with respect to which distributions may be made under the Plan shall be shares of Stock currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares of Stock, including shares of Stock purchased in the open market or in private transactions. The Company shall make automatic and appropriate adjustments in the aggregate number and type of securities that may be issued, represented, and available for delivery to Participants and beneficiaries under the Plan to give effect to adjustments made in the number or type of shares through a dissolution or liquidation of the Company, a sale of substantially all of the assets of the Company, a merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, a statutory share exchange involving capital stock of the Company, a divestiture, distribution of assets to shareholders (other than ordinary cash dividends), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock compensation or exchange, rights offering, spin-off or other relevant change, provided that fractional shares of Stock shall be rounded to the nearest whole share of Stock, for which purpose one-half share shall be rounded down to the nearest whole share.”

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IN WITNESS WHEREOF, this amendment has been executed this 1st day of February, 2012.


POST HOLDINGS, INC.

By:		/s/ Robert Vitale
Name:		Robert V. Vitale
Title:		Chief Financial Officer

Exhibit 10.9

POST HOLDINGS, INC.

EXECUTIVE SAVINGS INVESTMENT PLAN

(Effective January 1, 2012)

POST HOLDINGS, INC.

EXECUTIVE SAVINGS INVESTMENT PLAN

(Effective January 1, 2012)

TABLE OF CONTENTS


			Page
PREAMBLE				1

ARTICLE I DEFINITIONS				2
	1.1	*“Account”*		2
	1.2	*“Acquiring Person”*		2
	1.3	*“Affiliate” or “Associate”*		2
	1.4	*“Allocation Date”*		2
	1.5	*“Basic Matched Contribution”*		2
	1.6	*“Basic Unmatched Contribution”*		2
	1.7	*“Beneficiary”*		2
	1.8	*“Board”*		2
	1.9	*“Change in Control”*		2
	1.10	*“Code”*		3
	1.11	*“Committee”*		3
	1.12	*“Company”*		3
	1.13	*“Company Matching Contribution”*		3
	1.14	*“Compensation”*		3
	1.15	*“Continuing Director”*		3
	1.16	*“Deferral Election”*		3
	1.17	*“Deferred Compensation Plan”*		3
	1.18	*“Effective Date”*		3
	1.19	*“Eligible Employee”*		3
	1.20	*“Fund”*		3
	1.21	*“Participant”*		4
	1.22	*“Plan”.*		4
	1.23	*“Plan Year”*		4
	1.24	*“Ralcorp Amounts”*		4
	1.25	*“Separation from Service”*		4
	1.26	*“SIP”*		5
	1.27	*“SIP Refund Deferral Election”*		5
	1.28	*“Stock”*		5
	1.29	*“Unforeseeable Emergency”*		5
	1.30	*“Year of Service”*		6
	1.31	*“Rules of Construction”*		6

ARTICLE II PARTICIPATION IN THE PLAN				7

	2.1	*Eligibility*		7



	2.2	*Commencement of Participation*	7

ARTICLE III ACCOUNTS			8
	3.1	*Deferral Election*	8
	3.2	*Amount of Compensation Deferral*	8
	3.3	*SIP Refund Deferral Election*	8
	3.4	*Account Reflecting Deferred Compensation*	8
	3.5	*Credits or Charges*	9
	3.6	*Investment, Management and Use*	9
	3.7	*Valuation of Stock*	9
	3.8	*Continuation of Elections*	10

ARTICLE IV FUNDS			11
	4.1	*Fund Selection*	11
	4.2	*Exchange*	11

ARTICLE V DISTRIBUTION OF ACCOUNT			12
	5.1	*Time of Distribution*	12
	5.2	*Amount Distributed*	13
	5.3	*Method of Distribution*	13
	5.4	*Form of Payment*	14
	5.5	*Distribution Upon Death*	14
	5.6	*Designation of Beneficiary*	14

ARTICLE VI NON-ASSIGNABILITY			15
	6.1	*Non-Assignability*	15

ARTICLE VII VESTING			16
	7.1	*Vesting*	16

ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN			17
	8.1	*Power to Amend Plan*	17
	8.2	*Distribution of Plan Benefits Upon Termination*	17
	8.3	*When Amendments Take Effect*	17
	8.4	*Restriction on Retroactive Amendments*	17

ARTICLE IX PLAN ADMINISTRATION			18
	9.1	*Powers of the Committee*	18
	9.2	*Indemnification*	18
	9.3	*Claims Procedure*	19
	9.4	*Expenses*	20
	9.5	*Conclusiveness of Action*	20
	9.6	*Release of Liability*	20

ARTICLE X MISCELLANEOUS			22
	10.1	*Plan Not a Contract of Employment*	22
	10.2	*No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status*	22


10.3	*Rules*	22
10.4	*Withholding of Taxes*	22
10.5	*Severability*	22
10.6	*409A Compliance*	22
10.7	*Participant Responsibility*	23

iii

POST HOLDINGS, INC.

EXECUTIVE SAVINGS INVESTMENT PLAN

(Effective January 1, 2012)

PREAMBLE

Ralcorp Holdings, Inc. (“Ralcorp”) maintained the Ralcorp Holdings, Inc. Executive Savings Investment Plan (the “Ralcorp Plan”). Ralcorp intends to distribute on a pro rata basis to the holders of Ralcorp common stock at least 80% of the outstanding shares of Post Holdings, Inc. (the “Company”) common stock owned by Ralcorp (“Spin-Off”). The Company hereby adopts the Post Holdings, Inc. Executive Savings Investment Plan effective January 1, 2012 (Effective Date”), subject to the completion of the Spin-Off.

ARTICLE I

DEFINITIONS

As used in this Plan, the following capitalized words and phrases have the meanings indicated, unless the context requires a different meaning:

1.1 “Account” means the bookkeeping account established for each Participant to reflect amounts credited to such Participant under the Plan, including any subaccount(s) established by the Committee to record different types of credits.

1.2 “Acquiring Person” means any person or group of Affiliates or Associates who is or becomes the beneficial owner, directly or indirectly, of 20% or more of the outstanding Stock.

1.3 “Affiliate” or “Associate” shall have the meanings set forth as of March 1, 1994 in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

1.4 “Allocation Date” means each day the New York Stock Exchange is open for business.

1.5 “Basic Matched Contribution” means the amount elected in a Participant’s Deferral Election as a Basic Matched Contribution for a given Plan Year, less the amount that the Company would contribute as a Basic Matched Contribution under the SIP for the Participant for that Plan Year if the Deferral Election were irrevocable as of the beginning of the Plan Year for purposes of the SIP.

1.6 “Basic Unmatched Contribution” means the amount elected in a Participant’s Deferral Election as a Basic Unmatched Contribution for a given Plan Year, less the amount that the Company would contribute as a Basic Unmatched Contribution under the SIP for the Participant for that Plan Year if the Deferral Election were irrevocable as of the beginning of the Plan Year for purposes of the SIP.

1.7 “Beneficiary” means the person or persons designated by a Participant, or otherwise entitled, to receive any amount credited to his Account that remains undistributed at his death.

1.8 “Board ” means the Board of Directors of the Company.

1.9 “Change in Control” means the time when (i) any person, either individually or together with such person’s Affiliates or Associates, shall become the beneficial owner, directly or indirectly, of more than 50% of the outstanding Stock and there shall have been a public announcement of such occurrence by the Company or such person or (ii) during any twelve (12) month period individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a majority of the Board; provided, however, that in the case of either clause (i) or clause (ii), a Change in Control shall not be deemed to have occurred if the event shall have been approved prior to the occurrence thereof by a majority of the Continuing Directors who shall then be

members of the Board. Notwithstanding anything to the contrary, an event shall not be a Change in Control if it is not a change in control as that term is used in Section 409A of the Code.

1.10 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.11 “Committee” means the Corporate Governance and Compensation Committee of the Board of Directors.

1.12 “Company” means Post Holdings, Inc., a Missouri corporation, and any successor thereto.

1.13 “Company Matching Contribution” means a matching contribution credited to a Participant’s Account with respect to a Participant’s Basic Matched Contribution at the rate shown in Appendix A.

1.14 “Compensation” means Compensation as that term is defined in the SIP, without regard to the limit of Section 401(a)(17) of the Code.

1.15 “Continuing Director” means any member of the Board of Directors of Post Holdings, Inc., while such person is a member of such Board, who is not an Affiliate or Associate of an Acquiring Person or of any such Acquiring Person’s Affiliate or Associate and was a member of such Board prior to the time when such Acquiring Person became an Acquiring Person, and any successor of a Continuing Director, while such successor is a member of such Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person or of any Affiliate or Associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.

1.16 “Deferral Election” means an agreement under the SIP, which also shall apply under this Plan, between a Participant and the Company under which the Participant agrees to a deferral of his Compensation.

1.17 “Deferred Compensation Plan” means the Post Holdings, Inc. Deferred Compensation Plan for Key Employees.

1.18 “Effective Date” means January 1, 2012.

1.19 “Eligible Employee” means an employee of the Company, or a subsidiary or affiliate of the Company, who is a member of a select group of management or highly compensated employees and who is eligible to participate in the Post Holdings, Inc. Deferred Compensation Plan for Key Employees.

1.20 “Fund” means one or more of the measurement investment funds available under the Plan for purposes of crediting or debiting hypothetical investment gains and losses to the Accounts of Participants. The investment funds available under the Plan shall be identical to the extent possible to those approved by the Employee Benefit Trustees Committee under the SIP. Each Fund shall be subject to all terms, conditions and fees established from time to time by the Fund sponsor.

1.21 “Participant” means any Eligible Employee who satisfies the conditions for participation in the Plan set forth in Section 2.1. In addition, Participant means any current or former employee of the Company or its subsidiaries whose name is listed on Appendix C hereto, to the extent an Account is Credited with Ralcorp Amounts on behalf of such individual under this Plan.

1.22 “Plan” means the Post Holdings, Inc. Executive Savings Investment Plan, as originally adopted and as from time to time amended.

1.23 “Plan Year” means the accounting year of the Plan, which ends on December 31.

1.24 “Ralcorp Amounts” means amounts credited to the Plan in accordance with Section 3.4.

1.25 “Separation from Service” means the date a Participant separates from service within the meaning of Code Section 409A. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with the Company, determined in accordance with the following:

(a) Leaves of Absence . The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine (29)-month period of absence shall be substituted for such six (6)-month period.

(b) Dual Status. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan.

(c) Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the

Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor, except as provided in section 1.25(b)) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in section 1.25(b)) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty-six (36) months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (c) the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (c) (including for purposes of determining the applicable thirty-six (36)-month (or shorter) period). For the avoidance of doubt, no Participant shall be treated as incurring a Separation from Service, termination of employment, retirement, or other similar event for purposes of determining the right to distribution, vesting, benefits, or any other purpose under the Plan as a result of the Spin-Off (as defined in the Preamble).

(d) Service with Related Companies. For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company or a subsidiary or affiliate, as applicable, and any other entity that is aggregated with the Company or such subsidiary or affiliate pursuant to Code section 414(b) or (c).

1.26 “SIP” means the Post Holdings, Inc. Savings Investment Plan.

1.27 “SIP Refund Deferral Election” means an agreement between a Participant and the Company under which the Participant agrees to a deferral of his Compensation in an amount equal to the amount of the refund in a given Plan Year from the SIP as a result of the SIP’s nondiscrimination requirements of the Participant’s pre-tax contributions and associated Company matching contributions for a prior Plan Year and related earnings.

1.28 “Stock” means the Company’s $.01 par value common stock or any such other security outstanding upon the reclassification of the Company’s common stock, including, without limitation, any Stock, split-up, Stock dividend, or other distributions of stock in respect of Stock, or any reverse Stock split-up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate, or any other transaction, whether or not with or into or otherwise involving an Acquiring Person.

1.29 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152 (without regard to 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee will determine the existence of an Unforeseeable Emergency, based on the supporting facts, circumstances, and documentation provided by the Participant.

1.30 “Year of Service” means a Participant’s Period of Service, as that term is used in the SIP, expressed in years.

1.31 “Rules of Construction”

(a) Governing law. The construction and operation of this Plan are governed by the laws of the State of Missouri.

(b) Headings . The headings of Articles, Sections and Subsections are for reference only and are not to be utilized in construing the Plan.

(c) Gender. Unless clearly inappropriate, all pronouns of whatever gender refer indifferently to persons or objects of any gender.

(d) Singular and plural. Unless clearly inappropriate, singular items refer also to the plural and vice versa.

(e) Severability. If any provision of this Plan is held illegal or invalid for any reason, the remaining provisions are to remain in full force and effect and to be construed and enforced in accordance with the purposes of the Plan as if the illegal or invalid provision did not exist.

ARTICLE II

PARTICIPATION IN THE PLAN

2.1 Eligibility . Participation in the Plan shall be limited to Eligible Employees. If the Committee determines that a Participant no longer qualifies as being a member of a select group of management or highly compensated employees, the Participant shall cease to be eligible to make Deferral Elections, but will continue to participate in the Plan with respect to existing amounts credited to his Account. A Committee determination that a Participant is no longer eligible may not result in a mid-year rescission of a Deferral Election.

2.2 Commencement of Participation . To participate in the Plan, an Eligible Employee shall defer Compensation earned during a Plan Year by making a Deferral Election in the manner set forth in Section 3.1 or a SIP Refund Deferral Election in the manner set forth in Section 3.3.

ARTICLE III

ACCOUNTS

3.1 Deferral Election . Each Plan Year, a Participant may execute a Deferral Election. A Deferral Election is irrevocable for purposes of this Plan upon the beginning of the Plan Year (or the period otherwise described below in this Section 3.1) to which it applies. Any Deferral Election shall be made prior to the commencement of the Plan Year in which the Compensation that is the subject of the Deferral Election will be earned. Notwithstanding the foregoing, an individual who first becomes an Eligible Employee subsequent to the first day of any Plan Year (and was not previously eligible to participate in a plan which is treated with this Plan as one plan under Treasury Regulation section 1.409A-1(c)(2)) may make a Deferral Election, applicable to the period from the Eligible Employee’s initial entry date to the end of the Plan Year, provided the Deferral Election is made within 30 days of becoming an Eligible Employee and prior to the performance of services by a Participant for the period covered by the election. The amount of a Participant’s Compensation deferred under this Plan by a Deferral Election shall be credited to the Participant’s Account as soon as administratively practicable.

3.2 Amount of Compensation Deferral . Deferrals pursuant to a Deferral Election for a Participant under this Plan for a Plan Year shall commence once a limit is realized under the SIP for Basic Matched Contributions or Basic Unmatched Contributions, as applicable that prevents the full amount elected under the Participant’s Deferral Election from being deferred under the SIP.

3.3 SIP Refund Deferral Election . Each Plan Year, a Participant may execute a SIP Refund Deferral Election. A SIP Refund Deferral Election is irrevocable for purposes of this Plan upon the beginning of the Plan Year (or the period otherwise described below in this Section 3.3) to which it applies. Any SIP Refund Deferral Election shall be made prior to the commencement of the Plan Year in which the Compensation that is the subject of the SIP Refund Deferral Election will be earned. Notwithstanding the foregoing, an individual who first becomes an Eligible Employee subsequent to the first day of any Plan Year (and was not previously eligible to participate in a plan which is treated with this Plan as one plan under Treasury Regulation section 1.409A-1(c)(2)) may make a SIP Refund Deferral Election, applicable to the period from the Eligible Employee’s initial entry date to the end of the Plan Year, provided the SIP Refund Deferral Election is made within 30 days of becoming an Eligible Employee and prior to the performance of services by a Participant for the period covered by the election. The amount of a Participant’s Compensation deferred under this Plan by a SIP Refund Deferral Election shall be credited to the Participant’s Account in equal installments over the remaining payroll periods in the Plan Year after the date the SIP Refund Deferral Election is made and processed by the Committee.

3.4 Account Reflecting Deferred Compensation . The Committee shall establish and maintain a separate Account for each Participant which shall reflect the amount of the Participant’s total contributions under this Plan and all credits or charges under Section 3.5 from time to time. All amounts credited or charged to a Participant’s Account hereunder shall be in a manner and form determined within the sole discretion of the Committee. The amount credited to an account under the Ralcorp Holdings, Inc. Executive Savings Investment Plan as of the Spin-Off with respect to a Participant listed on Appendix C shall be credited to such Participant’s Account as Ralcorp Amounts under this Plan in a separate bookkeeping subaccount and shall include earnings and losses credited

pursuant to Section 3.5. Ralcorp Amounts shall be invested in accordance with Section 3.6 and Article IV and distributed in accordance with Article V. On and after the Spin-Off, the Company shall assume all liabilities relating to the Ralcorp Amounts, and Ralcorp Holdings, Inc. and its affiliates shall have no liability therefor.

3.5 Credits or Charges

(a) Company Matching Contributions . A Participant shall be credited with Company Matching Contributions as of the dates as of which the Participant’s Basic Matched Contributions are credited to the Plan.

(b) Earnings or Losses. As of each Allocation Date during a Plan Year, a Participant’s Account shall be credited or debited with earnings or losses equal to the earnings, gain or loss on the Funds indicated as preferred by a Participant for the Plan Year or for the portion of such Plan Year in which the Account is deemed to be invested.

(c) Balance of Account. As of each Allocation Date, the amount credited to a Participant’s Account shall be the amount credited to his Account as of the immediately preceding Allocation Date, plus the Participant’s contribution credits since the immediately preceding Allocation Date, minus any amount that is paid to or on behalf of a Participant pursuant to this Plan subsequent to the immediately preceding Allocation Date, plus or minus any hypothetical investment gains or losses determined pursuant to Section 3.5(b) above.

(d) Change in Control. Upon a Change in Control, all amounts deemed to be invested in the Post Holdings, Inc. Common Stock Fund shall be immediately converted to the Fund that is a money market fund.

3.6 Investment, Management and Use . The Company shall have sole control and discretion over the investment, management and use of all amounts credited to a Participant’s Account until such amounts are distributed pursuant to Article V. Notwithstanding any other provision of this Plan or any notice, statement, summary or other communication provided to a Participant that may be interpreted to the contrary, the Funds are to be used for measurement purposes only, and a Participant’s election of any such Fund, the determination of credits and debits to his Account based on such Funds, the Company’s actual ownership of such Funds, and any authority granted under this Plan to a Participant to change the investment of the Company’s assets, if any, may not be considered or construed in any manner as an actual investment of the Account in any such Fund or to constitute a funding of this Plan.

3.7 Valuation of Stock . In any situation in which it is necessary to value Stock, the value of the Stock shall be the closing price as reported by the New York Stock Exchange – Composite Transactions on the date in question, or, if the Stock is not quoted on such composite tape or if the Stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Stock is listed, or if the Stock is not listed on any such exchange, the average of the closing bid quotations with respect to a share of the Stock during the ten (10) days immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such

quotations are available, the fair market value on the date in question of a share of the Stock as determined by a majority of the Continuing Directors in good faith.

3.8 Continuation of Elections . On the date of the Spin-Off, all deferral elections, including any SIP refund deferral elections, in effect under the Ralcorp Holdings, Inc. Executive Savings Investment Plan with respect to Participants listed on Appendix C hereto shall transfer to, be recognized as a Deferral Election or SIP Refund Deferral Election, as applicable, by, and remain in effect for the year or the applicable period to which it relates under this Plan.

ARTICLE IV

FUNDS

4.1 Fund Selection . The rate at which earnings and losses shall be credited to a Participant’s Account shall be determined in accordance with one or more Funds selected by the Participant; if a Participant does not select a Fund the Fund applicable for that Participant shall be the Fund that is a money market fund. Notwithstanding anything to the contrary, a Participant shall have one election in effect at any given time that applies to Fund selections under both this Plan and the Deferred Compensation Plan, and the most recent Fund selection under either this Plan or the Deferred Compensation Plan shall apply to and shall supersede any previous Fund selection under the other plan. Fund selections recognized under the Ralcorp Holdings, Inc. Executive Savings Investment Plan immediately prior to the Spin-Off shall be recognized under this Plan until superseded or otherwise changed in accordance with this Plan; provided, however, that Ralcorp Amounts deemed invested in the Ralcorp Holdings, Inc. stock fund immediately prior to the Spin-Off shall be deemed invested in a Fund selected by the Committee until the Participant elects a replacement Fund (if and to the extent permitted by the Committee).

If a Fund elected by a Participant is removed, a Fund selected by the Employee Benefit Trustees Committee under the SIP shall apply in its place until the Participant elects a replacement Fund. For purposes of calculating earnings and losses attributable to a Fund, any amount shall be deemed to be invested in the Fund as of the date determined appropriate by the Committee.

4.2 Exchange . Subject to any limitations established by the Committee, including the timeliness of a request, a Participant may exchange Funds as of the close of each business day. Notwithstanding anything to the contrary, no exchange may be made between the Post Holdings, Inc. Common Stock Fund and any other Fund.

ARTICLE V

DISTRIBUTION OF ACCOUNT

5.1 Time of Distribution .

(a) General . Payment of the vested amount credited to a Participant’s Account shall be made or commence within 90 days following the earlier of the following:

(i) a Change in Control of the Company (to the extent provided in an election form);

(ii) the occurrence of an Unforeseeable Emergency; provided that a withdrawal with respect to an Unforeseeable Emergency may not exceed the amount necessary to satisfy the emergency need, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets itself would not cause severe financial hardship); or

(iii) Separation from Service.

(b) Specified Employee . Notwithstanding any provision of the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no portion of his or her Account shall be distributed on account of a Separation from Service before the earlier of (a) the date which is six (6) months following the date of the Participant’s Separation from Service, or (b) the date of death of the Participant. Amounts that would have been paid during the delay will be paid on the first business day following the end of the six month delay. The Company’s specified employees shall be determined in accordance with the special rules for spin-offs under Treas. Reg. Section 1.409A-1(i)(6)(iii), or any successor thereto, for the period indicated in such regulation.

(i) any such election must be received by the Committee or its designee no less than twelve (12) months prior to the Participant’s scheduled payment date (or in the case of annual installments pursuant to Section 5.3(b) or (c), twelve (12) months prior to the date the first amount was scheduled to be paid), if applicable;

(ii) the election shall not take effect until twelve (12) months after the date on which the new election is made; and

(iii) the payment with respect to which such election is made is deferred for a period of not less than 5 years from the date the payment otherwise would have been made (or in the case of annual installments pursuant to Section 5.3(b) or (c), 5 years from the date the first amount was scheduled to be paid).

Notwithstanding anything to the contrary, but subject to Section 5.1(b), Ralcorp Amounts shall be distributed at the time determined in accordance with the Ralcorp Holdings, Inc. Executive Savings Investment Plan as of the Spin-Off. Distribution elections effective under such Plan as of the Spin-Off with respect to Participants listed on Appendix C shall be recognized under this Plan, subject to permitted modifications described herein.

Notwithstanding anything to the contrary, a Participant shall have one election in effect at any given time that applies to distributions under both this Plan and under the Deferred Compensation Plan, and the most recent distribution election under either this Plan or the Deferred Compensation Plan shall apply to and shall supersede any previous distribution elections under the other plan.

5.3 Method of Distribution. Distribution to a Participant under this Plan shall be made in the same form as the Participant has elected with respect to his benefits under the Deferred Compensation Plan. If a Participant does not have such an election in effect under the Deferred Compensation Plan, he shall elect the method of distribution from among any of the following forms, as specified on the Participant’s Deferral Election, subject to change pursuant to Section 5.1(c):

(a) Single payment in the form(s) determined pursuant to Section 5.4;

(b) Annual installments over five years; or

Notwithstanding anything to the contrary, a Participant’s Account shall be paid in a lump sum if the balance does not exceed the dollar amount under Section 402(g)(1)(B) of the Code ($17,000 for 2012), and if the payment results in the termination and liquidation of the Participant’s entire interest under the Plan, and any other plans that are treated with this Plan as one plan under Treasury Regulation section 1.409A-1(c)(2). Distribution election forms in effect under the Ralcorp Holdings, Inc. Executive Savings Investment Plan immediately prior to the Spin-Off for Participants listed on Appendix C shall be recognized under this Plan, subject to permitted modifications as described herein.

5.5 Distribution Upon Death. If a Participant dies before completing the payment of his Account, the unpaid Account balance shall be paid to a Participant’s designated Beneficiary in a single payment in the form(s) determined pursuant to Section 5.4 within sixty (60) days following the Participant’s date of death.

5.6 Designation of Beneficiary. A Participant shall designate a Beneficiary on a form to be supplied by the Committee. The Beneficiary designation may be changed by the Participant at any time, but any such change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by the Committee. In the event that the Committee receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If the Committee does not have a valid Beneficiary designation of a Participant at the time of the Participant’s death, then the Participant’s Beneficiary shall be the Participant’s estate. The beneficiary designation, if any, in effect under the Ralcorp Holdings, Inc. Executive Savings Investment Plan immediately prior to the Spin-Off with respect to Participants listed on Appendix C shall be recognized under this Plan and shall be deemed the Participant’s valid Beneficiary designation hereunder, subject to permitted changes as described herein.

ARTICLE VI

NON-ASSIGNABILITY

ARTICLE VII

VESTING

7.1 Vesting . Each Participant shall be fully (100%) vested in his Basic Matched Contributions and Basic Unmatched Contributions, and earnings thereon, at all times. The vested percentage of a Participant’s Company Matching Contributions and other matching contributions credited as Ralcorp Amounts and earnings thereon shall be determined in accordance with Appendix B. Upon a Participant’s Separation from Service, the amount credited to the Participant’s Account that is not vested shall be forfeited.

ARTICLE VIII

AMENDMENT OR TERMINATION OF THE PLAN

8.1 Power to Amend Plan. The power to amend, modify or terminate this Plan at any time is reserved to the Committee, except that the Chief Executive Officer of the Company may make amendments to resolve ambiguities, supply omissions and cure defects, any amendments deemed necessary or desirable to comply with federal tax law or regulations to avoid adverse tax consequences, and any other amendments deemed necessary or desirable, which shall be reported to the Committee. Notwithstanding the foregoing, no amendment, modification or termination which would reasonably be considered to be adverse to a Participant or Beneficiary may apply to or affect the terms of any deferral of Compensation prior to the effective date of such amendment, modification or termination, without the consent of the Participant or Beneficiary affected thereby. Any amendment made to this Plan shall be in accordance with Section 409A of the Code and the regulations thereunder. Any amendment made in accordance with this Section 8.1 is binding upon all Participants and their Beneficiaries, the Committee and all other parties in interest.

8.2 Distribution of Plan Benefits Upon Termination. Upon the full termination of the Plan, the Committee shall direct the distribution of the benefits of the Plan to the Participants in a manner that is consistent with and satisfies the provisions of Article V and Section 409A of the Code to the extent applicable.

8.3 When Amendments Take Effect. A resolution amending or terminating the Plan becomes effective as of the date specified therein.

8.4 Restriction on Retroactive Amendments . No amendment may be made that retroactively deprives a Participant of any benefit accrued before the date of the amendment.

ARTICLE IX

PLAN ADMINISTRATION

9.1 Powers of the Committee. In carrying out its duties with respect to the general administration of the Plan, the Committee has, in addition to any other powers conferred by the Plan or by law, the following powers:

(a) to determine all questions relating to eligibility to participate in the Plan;

(b) to compute and certify to an appropriate party the amount and kind of distributions payable to Participants and their Beneficiaries;

(d) to interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are not inconsistent with the terms thereof;

(e) to establish and modify the method of accounting for the Plan;

(f) to employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and

(g) to perform any other acts necessary and proper for the administration of the Plan.

9.2 Indemnification

9.3 Claims Procedure. A Participant or Beneficiary or other person who feels he is entitled to a benefit or right provided under the Plan (hereinafter referred to as “Claimant”) may make a claim, i.e., a request for benefits under this Plan, pursuant to the Committee’s procedures.

(i) the specific reason or reasons for Adverse Benefit Determination;

(ii) a reference to the specific provisions of the Plan upon which the Adverse Benefit Determination is based;

(iii) a description of any additional material or information that is necessary for the Claimant to perfect the claim;

(iv) an explanation of why that material or information is necessary; and

The Claimant shall have the rights to:

(i) submit written comments, documents, records and other information relating to the claim for benefits;

(ii) request, free of charge, reasonable access to, and copies of all documents, records and other information relevant to his claim for benefits.

(i) the specific reason(s) for the Adverse Benefit Determination on Appeal;

(ii) reference to specific plan provisions on which the benefit determination is based;

9.4 Expenses. All expenses of the Committee with respect to the Plan shall be paid by the Company.

9.5 Conclusiveness of Action. Any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Participants and upon all persons claiming any rights under the Plan, including Beneficiaries.

of the Code, unless such failure was the result of an action or failure to act that was undertaken by the Company in bad faith. Further, by participating in the Plan, each Participant and Beneficiary automatically (1) releases Ralcorp Holdings, Inc., its employees, the Corporate Governance and Compensation Committee of the Board of Directors of Ralcorp Holdings, Inc., the Board of Directors of Ralcorp Holdings, Inc. and each member of such Board of Directors, and each of their affiliates, successors, predecessors, assigns, transferees, agents, counsel, plans, and insurers, from any and all liabilities in connection with the Ralcorp Holdings, Inc. Executive Savings Investment Plan and this Plan, (2) agrees to the assignment and transfer of the rights, benefits, obligations, and other liabilities pursuant to the Ralcorp Holdings, Inc. Executive Savings Investment Plan to the Company and this Plan, and (3) agrees that Ralcorp Holdings, Inc. shall not guarantee the payment of such transferred rights, benefits, obligations, and other liabilities in the event that the Plan and the Company fail to pay them or otherwise.

ARTICLE X

MISCELLANEOUS

10.1 Plan Not a Contract of Employment. The adoption and maintenance of the Plan does not constitute a contract between the Company and any Participant or to be a consideration for the employment of any person. Nothing herein contained gives any Participant the right to be retained in the employ of the Company or derogates from the right of the Company to discharge any Participant at any time without regard to the effect of such discharge upon his rights as a Participant in the Plan.

10.2 No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status. Nothing in this Plan, express or implied, is intended, or shall be construed, to confer upon or give to any person, firm, association, or corporation, other than the parties hereto and their successors in interest, any right, remedy, or claim under or by reason of this Plan or any covenant, condition, or stipulation hereof, and all covenants, conditions and stipulations in this Plan, by or on behalf of any party, are for the sole and exclusive benefit of the parties hereto. The obligations of the Company under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. The benefits paid under the Plan shall be paid from the general assets of the Company, and the Participants and any Beneficiary or their heirs or successors shall be unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder. Notwithstanding the foregoing, nothing in this Section shall preclude the Company, in its sole discretion, from establishing a “rabbi trust” or other vehicle in connection with the operation of this Plan, provided that no such action shall cause the Plan to fail to be an unfunded plan designed to provide deferred compensation benefits for a select group of management or highly compensated employees.

10.3 Rules. The Committee shall have full and complete discretionary authority to construe and interpret provisions of the Plan and to determine a Participant’s eligibility for benefits on a uniform, nondiscriminatory basis in similar fact situations. The Committee may adopt such rules as it deems necessary, desirable or appropriate. All rules and decisions shall be uniformly applied to all Participants in similar circumstances.

10.4 Withholding of Taxes. The Committee shall cause taxes to be withheld from an Account distributed hereunder as required by law, and shall comply with all reporting requirements applicable to amounts deferred and distributed under this Plan.

10.5 Severability. If any provision of this Plan is determined to be invalid or illegal, the remaining provisions shall be effective and shall be interpreted as if the invalid or illegal provision did not exist, unless the illegal or invalid provision is of such materiality that its omission defeats the purposes of the parties in entering into this Plan.

10.6 409A Compliance. If any provision of the Plan is determined not to comply with Section 409A of the Code, the non-compliant provisions shall be interpreted and applied in a

manner that complies with Section 409A of the Code and implements the intent of the Plan as closely as possible.

10.7 Participant Responsibility. Each Participant is responsible for reviewing the accuracy of the Company’s implementation of Deferral Elections and investment allocations. If a Participant fails to notify the Company of an improper implementation of a Deferral Election or investment allocation within thirty-one (31) days after receiving the first statement or other communication implementing the election or allocation, the Participant is deemed to have elected the implemented Deferral Election or investment allocation.

APPENDIX A

COMPANY MATCHING CONTRIBUTION PROVISIONS

A matching contribution credited to a Participant’s Account with respect to a Participant’s Basic Matched Contributions will be at the rate of 100%.

APPENDIX B

VESTING PROVSIONS

The vested percentage of a Participant’s Company Matching Contributions and earnings thereon shall be determined in accordance with the following schedule:


Completed Years of Service		Vested Percentage
1		25%
2		50%
3		75%
4 or more		100%

Prior service recognized for vesting purposes under the Ralcorp Holdings, Inc. Executive Savings Investment Plan as of the Spin-Off shall be counted as years of service for vesting under this Plan.

Notwithstanding the foregoing, matching contributions under the Ralcorp Holdings, Inc. Executive Savings Investment Plan credited as Ralcorp Amounts shall be subject to the vesting schedule in effect with respect to such amounts immediately prior the Spin-Off.

FIRST AMENDMENT TO THE

POST HOLDINGS, INC. EXECUTIVE SAVINGS INVESTMENT PLAN

(effective January 1, 2012)

WHEREAS, Post Holdings, Inc. (“Company”) previously adopted the Post Holdings, Inc. Executive Savings Investment Plan (“Plan”);

WHEREAS, the Corporate Governance and Compensation Committee of the Board of Directors of the Company (“Committee”) reserved the right to amend the Plan pursuant to Article VIII of the Plan;

WHEREAS, the Company desires to specify the number of shares of Company common stock reserved for issuance under the Plan; and

WHEREAS, the Company desires to amend the Plan to clarify that annual or fiscal year bonuses shall not be deferred under the Plan.

NOW, THEREFORE, effective immediately, the Plan is amended as follows:

1. The following is added to the end of Section 3.1 of the Plan

“3.1 Notwithstanding any provision in this Plan to the contrary, a Participant’s Deferral Election shall not apply with respect to any annual or fiscal year bonuses (and earnings thereon for deferred bonuses) awarded under any annual or fiscal year bonus program maintained by the Company regardless of whether the payment of such bonus is deferred pursuant to the Deferred Compensation Plan or any other program providing for the deferral of compensation (provided that deferrals described in Section 3.8 of the Plan shall continue to apply to such bonuses to the extent applicable).”

2. A new Section 5.7 is added to the Plan as follows:

fractional shares of Stock shall be rounded to the nearest whole share of Stock, for which purpose one-half share shall be rounded down to the nearest whole share.”

IN WITNESS WHEREOF, this amendment has been executed this 1st day of February, 2012.

POST HOLDINGS, INC.



By:		/s/ Robert Vitale

		Name: Robert V. Vitale

		Title: Chief Financial Officer

Exhibit 10.10

POST HOLDINGS, INC.

SUPPLEMENTAL RETIREMENT PLAN

Effective January 1, 2012

PREAMBLE

Ralcorp Holdings, Inc. (“Ralcorp”) maintained the Ralcorp Holdings, Inc. Supplemental Retirement Plan (the “Ralcorp Plan”). Ralcorp intends to distribute on a pro rata basis to the holders of Ralcorp common stock at least 80% of the outstanding shares of Post Holdings, Inc. (the “Company”) common stock owned by Ralcorp (“Spin-Off”). The Company hereby adopts the Post Holdings, Inc. Plan effective January 1, 2012 (Effective Date”), subject to the completion of the Spin-Off.

As of the Spin-Off, accrued benefits of the Company’s employees and former employees under the Ralcorp Plan are converted into accrued benefits under this Plan upon terms and conditions approved by the Committee, and the Company is responsible under this Plan for the payment of all liabilities and obligations for benefits unpaid with respect to all such transferred benefits.

The Plan as set out herein is intended to meet the requirements of section 409A of the Code for deferrals after December 31, 2004. The Plan is not intended to be a material modification of the plan with respect to benefits earned and vested prior to January 1, 2005, which shall remain subject to the provisions of the applicable plan in effect as of October 3, 2004.

ARTICLE I

DEFINITIONS

1.1 “AFFILIATED COMPANY” means Post Holdings, Inc., those domestic corporations in which Post Holdings, Inc. owns directly or indirectly more than 50% of the voting stock, or any other entity so designated by the Committee.

1.2 “BENEFICIARY” means:

(a) with respect to benefits payable pursuant to Sections 3.1(a)(i) or (b):

(i) any person (including a trust) designated pursuant to the terms of the Retirement Plan to receive benefits under the terms of the Retirement Plan as a result of an Employee’s death; or

(ii) if there is no such Beneficiary at the time benefits payable pursuant to Section 3.1(a)(i) commence, the person or persons, including a trust, designated by the Employee on a beneficiary designation form

provided for this Plan (and if no such Beneficiary survives the Employee, then the Employee’s estate); and

(b) with respect to benefits payable pursuant to Article Four, the person or persons, including a spouse or a trust, designated by the Employee on a beneficiary designation form provided for this Plan; and if no such Beneficiary survives the Employee, then the Employee’s estate. For this purpose, a beneficiary designation, if any, in effect under the Ralcorp Plan immediately prior to the Spin-Off (as defined in the Preamble) with respect to Employees listed on Appendix B shall be recognized under this Plan and shall be deemed the Employee’s valid beneficiary designation hereunder, subject to permitted changes in accordance with Plan procedures.

1.3 “CODE” means the Internal Revenue Code of 1986, as amended.

1.4 “COMMITTEE” means the Corporate Governance and Compensation Committee of the Board of Directors of Post Holdings, Inc.

1.5 “COMPANY” or “POST” means Post Holdings, Inc.

1.6 “COMPENSATION” means compensation included for purposes of computation of benefits pursuant to the Retirement Plan.

1.7 “DEFERRAL OF COMPENSATION” means a deferral of Compensation by an Employee pursuant to the terms of the plans or programs listed in Appendix A attached hereto, as such Appendix may be amended from time to time at the sole discretion of the Committee or its designees and shall be treated under the Plan as irrevocable for the Employee’s taxable year.

1.8 “EMPLOYEE” means a person employed by any of the Affiliated Companies who is one of a select group of management or highly-compensated employees, and who is designated by the Committee as eligible to participate in the Plan. In addition, Employee means any current or former employee of the Company or its subsidiaries whose name is listed on Appendix B hereto, to the extent accrued benefits under the Ralcorp Plan were converted into accrued benefits under this Plan on behalf of such individual.

1.9 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.10 “PLAN” means the Post Holdings, Inc. Supplemental Retirement Plan.

1.11 “RALCORP PLAN” means the Ralcorp Holdings, Inc. Supplemental Retirement Plan in effect immediately prior to the Spin-Off.

1.12 “RETIREMENT” means Separation from Service on or after becoming eligible to receive benefits pursuant to an election under the Retirement Plan.

1.13 “RETIREMENT PLAN” means the Post Holdings, Inc. Retirement Plan or any successor plan.

1.14 “SECTION 415 LIMITATION” means the limitation, imposed by section 415 of the Code, on the amount of retirement benefits payable from a qualified retirement plan to a participant in such plan.

1.15 “SEPARATION FROM SERVICE” means the date an Employee separates from service within the meaning of Code section 409A. Generally, an Employee separates from service if the Employee dies, retires, or otherwise has a termination of employment with the Company, determined in accordance with the following:

(a) Leaves of Absence. The employment relationship is treated as continuing intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the Employee retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Employee will return to perform services for the Company. If the period of leave exceeds six (6) months and the Employee does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine (29)-month period of absence shall be substituted for such six (6)-month period.

(b) Dual Status. Generally, if an Employee performs services both as an employee and an independent contractor, such Employee must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a Separation from Service. However, if an Employee provides services to the Company as an employee and as a member of the board of directors, and if any plan in which such person participates as a board member is not aggregated with this Plan pursuant to Treasury Regulations section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Employee has a Separation from Service as an employee for purposes of this Plan.

(c) Termination of Employment. Whether a termination of employment has occurred is determined on whether the facts an circumstances indicate that the Company and the Employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Employee would perform after such date (whether as an employee or as an independent contractor, except as provided in section 1.14(b) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in section 1.14(b) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Company if the Employee has been providing services to the Company less than thirty-six (36) months). For periods during which an Employee is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (c), the Employee is treated as providing bona fide services at a level equal to the level of services that the Employee would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which an Employee is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this section (c) (including for purposes of determining the applicable thirty-six (36)-month (or shorter) period). For the avoidance of doubt, no Employee shall be treated as incurring a Separation from Service, termination of employment, retirement, or other similar event for purposes of determining the right to distribution, vesting, benefits, or any other purpose under the Plan as a result of the Spin-Off.

(d) Service with Related Companies. For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company or an Affiliated Company, as applicable, and any other entity that is aggregated with the Company or such Affiliated Company pursuant to Code section 414(b) or (c).

1.16 “SUPPLEMENTAL RETIREMENT AWARD” (“SRA”) means a retirement benefit awarded pursuant to Article Four of the Plan.

1.17 “SUPPLEMENTAL RETIREMENT BENEFITS” means benefits payable pursuant to Article Three of the Plan.

ARTICLE II

ELIGIBILITY

2.1 SUPPLEMENTAL RETIREMENT BENEFITS. Any Employee who is designated by the Committee as eligible shall be eligible to accrue Supplemental Retirement Benefits as described in Article Three in the event that such Employee’s retirement benefits accrued pursuant to the Retirement Plan are less than they would be due to the following factors:

(a) the Employee’s making a Deferral of Compensation

(b) the Section 415 Limitation; and/or

Such factors shall collectively be known as the Benefit Limitations.

2.2 SUPPLEMENTAL RETIREMENT AWARDS. An Employee designated by the Committee as eligible shall be eligible for a Supplemental Retirement Award (“SRA”) as described in Article Four if:

(a) he or she is a Corporate Officer of Post and an SRA for such Employee is approved by the Committee; or

(b) he or she is not a Corporate Officer of Post and an SRA with a present value in excess of $200,000 (as determined for pension expense purposes of the Affiliated Companies) has been approved for such Employee by the Committee; or

(c) he or she is not a Corporate Officer of Post and an SRA with a present value of $200,000 or less (as determined for pension expense purposes of the Affiliated Companies) has been approved for such Employee by a Chief Executive Officer of Post.

2.3 LIMITATION. Notwithstanding anything to the contrary, no person shall become an eligible Employee or otherwise accrue a benefit hereunder after the Spin-Off, except to the extent determined by the Committee.

ARTICLE III

SUPPLEMENTAL RETIREMENT BENEFITS

3.1 AMOUNT AND FORM OF EMPLOYEE’S BENEFIT. Any Employee who meets the eligibility requirements of Section 2.1 and is otherwise designated by the Committee as eligible shall be entitled to receive a Supplemental Retirement Benefit which shall be equal in value to the additional benefit which such Employee would have received pursuant to the Retirement Plan with respect to service performed after the Spin-Off (determined, if Subsection (a) is applicable, as of the date provided in Subsection (a), regardless of whether payment of benefits under the Retirement Plan actually begins on such date) but for the Benefit Limitations. In addition, an Employee whose name is listed on Appendix B hereto shall be entitled to receive a Supplemental Retirement Benefit which shall be equal in value to the supplemental retirement benefit determined with respect to such Employee under the Ralcorp Plan as in effect on the Spin-Off.

(a) Default Form of Payment. The amounts payable pursuant to this Section 3.1 shall be paid monthly beginning on the later of (1) the first day of the month coinciding with or immediately following the Employee’s Separation from Service, or (2) the first day of the month nearest the date on which the Employee attains age 55 (and, if an Employee’s birthday is equally near the first days of two months, the first day of the month in which such birthday occurs), in the form of:

(i) if the Employee is unmarried at the time of commencement of payment, a five-year certain life annuity, under which monthly payments shall be made to the Employee until his or her death and, if the Employee dies before receiving 60 months payments, monthly payments shall continue after the Employee’s death to his or her Beneficiary until an aggregate of 60 monthly payments have been made. If the death of the Employee and the Beneficiary shall both occur before an aggregate of 60 monthly payments have been made, the commuted value of the remaining payments shall be paid to the estate of the last to die. If an Employee dies on a monthly payment date, the payment due shall be paid to the Beneficiary; or

(ii) if the Employee is married at the time of commencement of payment, a 50% contingent annuitant life benefit with his or her spouse as contingent annuitant, under which a reduced amount, determined in accordance with the applicable factors under the Retirement Plan, shall be paid to the Employee until the Employee’s death and, if the spouse survives the Employee, monthly payments equal to 50% of the amount payable to the Employee shall continue to the spouse until his or her death;

subject to the Employee’s election of a different form of payment in accordance with (b) below.

(b) Change in Form of Annuity. If an Employee elects a form of payment under the Retirement Plan that is different from the default form of payment described in (a) above, payment under this Plan shall be in the same form as the elected form under the Retirement Plan, provided that:

(i) the elected form of payment is a “life annuity” within the meaning of Section 1.409A-2(b)(2)(ii) of the Treasury Regulations, or any successor provision;

(ii) the elected form of life annuity has the same starting payment date as the default life annuity;

(iii) the elected form of life annuity is actuarially equivalent to the default life annuity applying reasonable actuarial methods and assumptions; and

(iv) the election is received by the Committee in accordance with Committee policies and procedures before any annuity payment has been made.

3.2 DEATH BENEFIT. In the event of a married Employee’s death prior to the commencement of payment under Section 3.1, and provided that such Employee had been legally and continuously married to his or her spouse for at least one year on the date of his or her death, such Employee’s surviving spouse shall receive Supplemental Retirement Benefits equal in amount to the additional monthly benefit which such spouse would have received from the Retirement Plan but for the Benefit Limitations. Such Supplemental Retirement Benefits shall be payable beginning on the first day of the month following the later of the death of the Employee or the date the Employee would have attained age 55 and shall continue to the spouse until the first day of the month immediately preceding or coinciding with the death of the spouse. If the spouse receives monthly benefits under the Retirement Plan prior to the date the Employee would have attained age 55, Supplemental Retirement Benefits attributable to such monthly benefits shall be payable on the first day of the month following the date the Employee would have attained age 55. If an Employee dies prior to the commencement of payment under Section 3.1 and he or she is not married (or has not been legally and continuously married for a period of at least one year), then no Supplemental Retirement Benefits will be paid under the Plan.

3.3 LUMP SUM PAYMENTS. In lieu of monthly installment payments described in Section 3.1 and 3.2, the Employee (or, in the event of the Employee’s death, his or her spouse) shall be paid on the sixtieth day after Retirement or the death of the Employee, as applicable, Supplemental Retirement Benefits in the form of a single lump-sum distribution equal in amount to the present value of the right to receive such Supplemental Retirement Benefits on a monthly basis, but only in the event that such monthly benefit payment is less than $100 and the present value of the Supplemental Retirement Benefit does not exceed the applicable dollar amount under Code section 402(g). The present value shall be determined using the applicable mortality table and applicable interest rate utilized in the Retirement Plan to determine the present value of lump-sum cash distributions pursuant to Code section 417.

ARTICLE IV

SUPPLEMENTAL RETIREMENT AWARDS

4.1 AMOUNT AND FORM OF EMPLOYEE’S BENEFIT. An Employee who meets the eligibility requirements of Section 2.2 and is otherwise designated by the Committee as eligible shall be entitled to receive an SRA in the amount, if any, approved by the Committee or a Chief Executive Officer of Post, as applicable.

The SRA shall be payable to the Employee in equal monthly installments for the lifetime of the Employee beginning at his or her Retirement at age 62 or later, subject to reduction, change in form of payment or forfeiture for Retirement before age 62 or termination of employment as described in Section 4.2.

4.2 REDUCTION, CHANGE IN FORM OF PAYMENT OR FORFEITURE. A reduced amount of the SRA shall be payable to an Employee in equal monthly installments for the lifetime of the Employee beginning at his or her Retirement at or after age 55. The monthly benefit otherwise payable to the Employee at his or her Retirement at age 62 or later shall be reduced by 5/12% for each month or fraction thereof by which the Employee’s Retirement at or after age 55 precedes the Employee’s sixty-second birthday, to a maximum reduction of 35% at age 55. If the Employee’s Retirement does not occur until age 62 or later, the SRA shall be paid with no reduction for early retirement. The SRA shall not be increased if the Employee’s Retirement occurs after age 62.

If the Employee’s Separation from Service occurs:

(a) prior to age 55 due to voluntary termination of employment, whether by Retirement or other termination; or

(b) at any time due to termination of employment for cause;

no benefit shall be payable under this Article Four of the Plan either to the Employee or to his or her Beneficiaries. If the Employee’s Separation from Service occurs prior to age 55 due to involuntary termination of employment other than for cause, within 90 days after the date of such Separation from Service he or she will be paid a lump sum equal to the Minimum Benefit described in Section 4.3 in lieu of the SRA described in Sections 4.1 and 4.2. For purposes of this Section 4.2, termination of employment for cause means an Employee’s termination of employment with an Affiliated Company because the Employee willfully engaged in gross misconduct; provided, however, that a termination of employment for cause shall not include a termination attributable to (i) poor work performance, bad judgment or negligence on the part of the Employee, or (ii) an act or omission reasonably believed by the Employee in good faith to have been in or not opposed to the best interests of his or her employer and reasonably believed by the Employee to be lawful.

4.3 MINIMUM BENEFIT. If an Employee should die before commencement of payment of the SRA described in Sections 4.1 or 4.2, within 90 days after the date of his or her death the Employee’s Beneficiary shall be paid a lump sum in cash equal to the Minimum Benefit approved by the Committee or a Chief Executive Officer of Post at the time the SRA was approved. The Beneficiary shall be designated by the Employee on a beneficiary designation form provided in connection with this Plan. If no such Beneficiary has been designated on a form received the Employee Benefits Department of Post, or if no such Beneficiary survives the Employee, then the Minimum Benefit shall be paid to the Employee’s estate.

If the Employee dies after payment of the SRA described in Sections 4.1 or 4.2 has commenced, but before an amount equal to the Minimum Benefit has been paid, then within 90 days after the date of the Employee’s death the Beneficiary shall be paid a lump sum in cash equal to the difference between the Minimum Benefit and the amount of the SRA paid prior to the Employee’s death.

4.4 CALCULATION OF MINIMUM BENEFIT. The Minimum Benefit shall be a lump sum equal to the present value of the SRA described in Section 4.1 as if it were payable beginning at the Employee’s age 65. Except in unusual circumstances approved by the Committee or a Chief Executive Officer at the time an SRA is approved, the present value of the Minimum Benefit shall be calculated by using the discount rate utilized by Post calculating pension expense for financial accounting purposes as of the date the Award is approved. The present value shall also be based on mortality assumptions used in qualified defined benefit plans of the Affiliated Companies for their United States employees and certain other assumptions deemed reasonable by Post.

4.5 TOTAL AND PERMANENT DISABILITY. If an Employee becomes totally and permanently disabled at or after age 55, payment of the SRA shall commence in equal monthly installments for the lifetime of the Employee at the time the finding of disability is made. Reduction factors described in Section 4.2 for Retirement at or after age 55 shall apply. If an Employee becomes totally and permanently disabled before age 55, the Minimum Benefit shall be paid to the Employee upon the Employee’s Separation from Service. An Employee shall be considered to be “totally and permanently disabled” if the Employee is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than six (6) months under the Company’s long term disability plan, or has been determined by the Social Security Administration to be disabled.

ARTICLE V

PLAN ADMINISTRATION

5.1 POWERS OF THE COMMITTEE. In carrying out its duties with respect to the general administration of the Plan, the Committee has, in addition to any other powers conferred by the Plan or by law, the following powers:

(a) to determine all questions relating to eligibility to participate in the Plan;

(b) to compute and certify to an appropriate party the amount and kind of distributions payable to Employees and their spouses or Beneficiaries;

(d) to interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are not inconsistent with the terms thereof;

(e) to establish and modify the method of accounting for the Plan;

(f) to employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and

(g) to perform any other acts necessary and proper for the administration of the Plan.

The Committee shall have full and complete discretionary authority to construe and interpret provisions of the Plan and to determine an Employee’s eligibility for benefits on a uniform, nondiscriminatory basis in similar fact situations.

5.2 INDEMNIFICATION

(a) Indemnification of Members of the Committee by the Company. The Company agrees to indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his or her action or failure to act in such capacity, excepting only expenses and liability arising out of his or her own willful misconduct or gross negligence. This right of indemnification is in addition to any other rights to which any member of the Committee may be entitled.

(b) Liabilities for Which Members of the Committee Are Indemnified. Liabilities and expenses against which a member of the Committee is indemnified hereunder include, without limitation, the amount of any settlement

or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or a proceeding brought against him or the settlement thereof.

(c) Company’s Right to Settle Claims. The Company may, at its own expense, settle any claim asserted or proceeding brought against any member of the Committee when such settlement appears to be in the best interests of the Company.

5.3 CLAIMS PROCEDURE. An Employee, the Employee’s spouse or Beneficiary or other person who feels he or she is entitled to a benefit or right provided under the Plan (hereinafter referred to as “Claimant”) may make a claim, i.e., a request for benefits under this Plan, pursuant to the Committee’s procedures.

(a) Company Action. The Company shall, within 90 days after its receipt of such claim, make its determination. However, if special circumstances require an extension of time for processing the claim, the Company shall furnish the Claimant, within 90 days after its receipt of such claim, written notification of the extension explaining the circumstances requiring such extension and the date that it is anticipated that such written statement will be furnished, and shall provide such Claimant with its determination not later than 180 days after receipt of the Claimant’s claim.

In the event the claim is denied, the Company shall provide such Claimant a written statement of the Adverse Benefit Determination, as defined in Subsection (d) below. The notice of Adverse Benefit Determination shall be delivered or mailed to the Claimant by certified or registered mail to his or her last known address, which statement shall contain the following:

(i) the specific reason or reasons for Adverse Benefit Determination;

(ii) a reference to the specific provisions of the Plan upon which the Adverse Benefit Determination is based;

(iii) a description of any additional material or information that is necessary for the Claimant to perfect the claim;

(iv) an explanation of why that material or information is necessary; and

(b) Procedures for Appealing an Adverse Benefit Determination. Within 60 days after receipt of a notice of an Adverse Benefit Determination as provided above, if the Claimant disagrees with the Adverse Benefit Determination, the Claimant, or his or her authorized representative, may request, in writing, that the Committee review his or her claim and may request to appear before the Committee for such review. If the Claimant does not request a review of the Adverse Benefit Determination within such 60 day period, he or she shall be barred and estopped from appealing the Company’s Adverse Benefit Determination. Any appeal shall be filed with the committee at the address prescribed by the Committee, and it shall be considered filed on the date it is received by the addressee. In deciding any appeal, the Committee shall act in its capacity as a named fiduciary.

The Claimant shall have the rights to:

(i) submit written comments, documents, records and other information relating to the claim for benefits;

(ii) request, free of charge, reasonable access to, and copies of all documents, records and other information relevant to his or her claim for benefits.

(c) Response on Appeal. Within 60 days after receipt by the Committee of a written application for review of a Claimant’s claim, the Committee shall notify the Claimant of its decision by delivery or by certified or registered mail to his or her last known address; provided, however, in the event that special circumstances require an extension of time for processing such application, the Committee shall so notify the Claimant of its decision not later than 120 days after receipt of such application.

(i) the specific reason(s) for the Adverse Benefit Determination on Appeal:

(ii) reference to specific plan provisions on which the benefit determination is based;

(d) Definition. As used herein, the term “Adverse Benefit Determination” shall mean a determination that results in any of the following: the denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of the Claimant’s eligibility to participate in the Plan.

5.4 EXPENSES. All expenses of the Committee with respect to the Plan shall be paid by the Company.

5.5 CONCLUSIVENESS OF ACTION. Any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Employees and upon all persons claiming any rights under the Plan, including the Employee’s spouse and Beneficiaries.

ARTICLE VI

MISCELLANEOUS

6.1 OBLIGATIONS UNFUNDED. All benefits due an Employee or the Employee’s spouse or Beneficiary pursuant to the Plan are unfunded and unsecured and are payable out of the general funds of the Affiliated Companies. The Affiliated Companies shall make no provision for the funding or insuring of any benefits payable hereunder. In the event that an Affiliated Company shall decide to establish an advance accrual reserve on its books against the future expense of payments made hereunder, such reserve shall not under any circumstances be deemed to be an asset of the Plan, nor a source of payment of any claims under the Plan but at all times shall remain a part of the general assets of the Affiliated Company, and shall be subject to the claims of its creditors.

Post may, in its sole and absolute discretion, establish a grantor trust for the payment of benefits hereunder, the assets of which shall be at all times subject to the claims of creditors of Post, as provided for in such trust, provided that such trust does not alter the characterizations of the Plan as an unfunded plan for purposes of ERISA. Such trust shall make distributions in accordance with the terms of the Plan.

6.2 EXCESS BENEFIT PLAN. The portion of the Plan relating to Supplemental Retirement Benefits payable on account of the Section 415 Limitations constitutes an excess benefit plan as defined in Section 3(36) of ERISA.

6.3 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the establishment of the Plan nor the payment of any benefits thereunder nor any action of the Affiliated Companies shall be held or construed to confer upon any person any legal right to be continued in the employ of any Affiliated Company.

6.4 POWER TO AMEND OR TERMINATE. The Board of Directors of Post, the Committee and their delegates are each empowered to amend, modify or terminate this Plan at any time, except that no amendment, modification or termination may reduce or otherwise detrimentally affect benefits payable under this Plan to an Employee or his or her spouse or Beneficiary without regard to such amendment unless the Employee (or spouse or Beneficiary, if the Employee is deceased) consents to such change. Any amendment made to this Plan shall be in accordance with Code section 409A and the regulations thereunder, and may not materially modify the Plan with respect to benefits earned and vested prior to January 1, 2005. Notwithstanding the foregoing, Appendix A may be amended prospectively without the consent of any Employee, spouse or Beneficiary and such amendment shall apply to Deferrals of Compensation made after the effective date of such amendment.

6.5 BENEFITS UPON DIVESTITURE OR OTHER DISPOSITION OF BUSINESS. In the event that, as a result of a sale of stock or assets or another transaction by which all or part of an Affiliated Company ceases to be an affiliate of Post, an Employee’s employment with an Affiliated Company is terminated or his or her employer is no longer an Affiliated Company, Post reserves the right to offset against any Supplemental Retirement Benefits, otherwise payable to such Employee or his or her spouse or Beneficiary, retirement benefits payable to such Employee or his or her spouse or Beneficiary from any pension or retirement plan of such purchaser, its affiliate or successor (“Purchaser”) after consummation of such sale to the extent such benefits duplicate the benefits payable under this Plan. Post also reserves the right to assign its rights and obligations pursuant to this Plan and, upon the assumption of such rights and obligations by a third party, Post shall guarantee the payment of such transferred obligations in the event that the assignee fails to pay them.

6.6 TRANSFERABILITY OF BENEFITS. The Employee’s right to receive payment of benefits under this Plan shall not be transferred, assigned or pledged except by beneficiary designation, by will or pursuant to the laws of descent and distribution.

6.7 ANTICIPATION OF BENEFITS. An Employee shall have a claim upon an Affiliated Company only to the extent of the monthly payments, if any, due such Employee up to and including the then current month, and the Employee shall not have a claim against any Affiliated Company for any subsequent monthly payment unless and until such payments shall become due and payable.

6.8 TAXES. Any taxes required to be withheld under applicable federal, state or local tax laws or regulations may be withheld from any payment due hereunder.

6.9 MISSOURI LAW TO GOVERN. Except to the extent preempted by federal law, all questions pertaining to the interpretation, construction, administration, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Missouri without giving effect to the conflict of laws provisions thereof.

6.10 HEADINGS. Headings of Articles and sections of the Plan are inserted for convenience of reference, and constitute no part of the Plan.

6.11 GENDER. The use of masculine pronouns herein shall be deemed to include both males and females.

6.12 RELEASE OF LIABILITY. By participating in the Plan, each Employee and his or her spouse or Beneficiary automatically releases Post, its employees, the Committee, the Board of Directors of Post and each member of such Board from any liability due to any failure to follow the requirements of Code section 409A, unless such failure was the result of an action or failure to act that was undertaken by Post in bad faith. Further by participating in the Plan, each Employee and Beneficiary automatically (1) releases Ralcorp, its employees, the Corporate Governance and Compensation Committee of the Board of Directors of Ralcorp Holdings, Inc., the Board of Directors of Ralcorp and each member of such Board of Directors, from any and all liabilities in connection with the Ralcorp Plan and this Plan, (2) agrees to the assignment and transfer of the rights, benefits, obligations, and other liabilities pursuant to the Ralcorp Plan to Post and this Plan, and (3) agrees that Ralcorp shall not guarantee the payment of such transferred rights, benefits, obligations and other liabilities in the event that Post fails to pay them or otherwise.

6.13 PAYMENTS TO SPECIFIED EMPLOYEE. Notwithstanding any provision of the Plan to the contrary, if an Employee is a “Specified Employee” within the meaning of section 409A of the Code, no portion of his or her benefit shall be distributed on account of a Separation from Service before the earlier of (a) the date which is six (6) months after the date of Separation from Service, or (b) the date of death of the Employee. Amounts that would have been paid during the delay will be paid on the first business day following the end of the six month delay. The Company’s Specified Employees shall be determined in accordance with the special rules for spin-offs under Treas. Reg. Section 1.409A-1(i)(6)(iii), or any successor thereto, for the period indicated in such regulation.

6.14 409A COMPLIANCE. If any provision of the Plan is determined not to comply with Code section 409A, the non-compliant provisions shall be interpreted and applied in a manner that complies with Code section 409A and implements the intent of the Plan as closely as possible.

APPENDIX A

POST HOLDINGS, INC.

SUPPLEMENTAL RETIREMENT PLAN

Deferred Compensation Plan for Key Employees

Post Holdings, Inc. Executive Savings Investment Plan

Exhibit 10.11

POST HOLDINGS, INC.

DEFERRED COMPENSATION PLAN

FOR NON-MANAGEMENT DIRECTORS

(Effective January 1, 2012)

POST HOLDINGS, INC.

DEFERRED COMPENSATION PLAN

FOR NON-MANAGEMENT DIRECTORS

(Effective as of January 1, 2012)

TABLE OF CONTENTS


	Page
PREAMBLE		1

ARTICLE I DEFINITIONS		2
1.1 *“Account”*		2
1.2 *“Acquiring Person”*		2
1.3 *“Affiliate” or “Associate”*		2
1.4 *“Allocation Date”*		2
1.5 *“Beneficiary”*		2
1.6 *“Board”*		2
1.7 *“Change in Control”*		2
1.8 *“Code”*		2
1.9 *“Committee”*		2
1.10 *“Company”*		3
1.11 *“Company Matching Contributions”*		3
1.12 *“Compensation”*		3
1.13 *“Continuing Director”*		3
1.14 *“Deferral Account”*		3
1.15 *“Deferral Election”*		3
1.16 *“Effective Date”*		3
1.17 *“Fund”*		3
1.18 *“Matching Contributions Account”*		3
1.19 *“Non-Management Director”*		3
1.20 *“Participant”*		3
1.21 *“Plan”*		4
1.22 *“Plan Year”*		4
1.23 *“Ralcorp Amounts”*		4
1.24 *“Separation from Service”*		4
1.25 *“SIP”*		4
1.26 *“Stock”*		4
1.27 *“Unforeseeable Emergency”*		4
1.28 *“Rules of Construction”*		4

ARTICLE II PARTICIPATION IN THE PLAN		6
2.1 *Eligibility*		6
2.2 *Commencement of Participation*		6

ARTICLE III ACCOUNTS		7


	3.1	*Deferral Election*	7
	3.2	*Account Reflecting Deferred Compensation*	7
	3.3	*Credits or Charges.*	7
	3.4	*Company Matching Deferral.*	8
	3.5	*Investment, Management and Use*	8
	3.6	*Valuation of Stock*	8

ARTICLE IV FUNDS			10
	4.1	*Fund Selection*	10
	4.2	*Exchange*	10

ARTICLE V DISTRIBUTION OF ACCOUNT			11
	5.1	*Time of Distribution.*	11
	5.2	*Amount Distributed*	12
	5.3	*Method of Distribution*	12
	5.4	*Form of Payment*	13
	5.5	*Distribution Upon Death*	13
	5.6	*Designation of Beneficiary*	13

ARTICLE VI NON-ASSIGNABILITY			14
	6.1	*Non-Assignability*	14

ARTICLE VII VESTING			15
	7.1	*Vesting*	15

ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN			16
	8.1	*Power to Amend Plan*	16
	8.2	*Distribution of Plan Benefits Upon Termination*	16
	8.3	*When Amendments Take Effect*	16
	8.4	*Restriction on Retroactive Amendments*	16

ARTICLE IX PLAN ADMINISTRATION			17
	9.1	*Powers of the Committee*	17
	9.2	*Indemnification.*	17
	9.3	*Claims Procedure*	18
	9.4	*Expenses*	19
	9.5	*Conclusiveness of Action*	19
	9.6	*Release of Liability*	20

ARTICLE X MISCELLANEOUS			21
	10.1	*Plan Not a Contract of Employment*	21
	10.2	*No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status*	21
	10.3	*Rules*	21
	10.4	*Withholding of Taxes*	21
	10.5	*Severability*	21
	10.6	*409A Compliance*	21


		10.7		*Participant Responsibility*		22

iii

POST HOLDINGS, INC.

DEFERRED COMPENSATION PLAN

FOR NON-MANAGEMENT DIRECTORS

(Effective as of January 1, 2012)

PREAMBLE

Ralcorp Holdings, Inc. (“Ralcorp”) adopted the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors (“Ralcorp Plan”) effective December 15, 1999.

Ralcorp intends to distribute on a pro rata basis to the holders of Ralcorp’s common stock at least 80% of the outstanding shares of Post Holdings, Inc. (the “Company”) common stock owned by Ralcorp (“Spin-Off”). The Company hereby adopts the Post Holdings, Inc. Deferred Compensation Plan for Non-Management Directors effective January 1, 2012 (“Effective Date”), subject to the completion of the Spin-Off.

As of the Spin-Off, account balances of the Company’s non-management directors and any other individuals listed on Appendix I hereto under the Ralcorp Plan are hereby converted into account balances under this Plan upon terms and conditions approved by the Committee, and the Company is responsible under this Plan for the payment of all liabilities and obligations for benefits unpaid with respect to all such transferred accounts. This Plan is not intended to be a material modification of the Ralcorp Plan with respect to deferrals prior to January 1, 2005.

The purpose of the Plan is to enhance the profitability and value of the Company for the benefit of its shareholders by providing a supplemental retirement program to attract and retain qualified Non-Management Directors who have made or will make important contributions to the success of the Company.

ARTICLE I

DEFINITIONS

As used in this Plan, the following capitalized words and phrases have the meanings indicated, unless the context requires a different meaning:

1.1 “Account” means the bookkeeping account established for each Participant to reflect amounts credited to such Participant under the Plan. A separate bookkeeping account will be maintained with respect to deferrals attributable to periods ending on or before December 31, 2004 and related hypothetical investment earnings.

1.2 “Acquiring Person” means any person or group of Affiliates or Associates who is or becomes the beneficial owner, directly or indirectly, of 20% or more of the outstanding Stock.

1.3 “Affiliate” or “Associate” shall have the meanings set forth as of March 1, 1994 in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

1.4 “Allocation Date” means each day the New York Stock Exchange is open for business.

1.5 “Beneficiary” means the person or persons designated by a Participant, or otherwise entitled, to receive any amount credited to his Account that remains undistributed at his death.

1.6 “Board” means the Board of Directors of the Company.

1.7 “Change in Control” means the time when (i) any person, either individually or together with such person’s Affiliates or Associates, shall become the beneficial owner, directly or indirectly, of more than 50% of the outstanding Stock and there shall have been a public announcement of such occurrence by the Company or such person or (ii) during any twelve (12) month period individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a majority of the Board; provided, however, that in the case of either clause (i) or clause (ii), a Change in Control shall not be deemed to have occurred if the event shall have been approved prior to the occurrence thereof by a majority of the Continuing Directors who shall then be members of the Board. Notwithstanding anything to the contract, an event shall not be a Change in Control if it is not a change in control as that term is used in Section 409A of the Code.

1.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.9 “Committee” means the Corporate Governance and Compensation Committee of the Board.

1.10 “Company” means Post Holdings, Inc., a Missouri corporation, and any successor thereto.

1.11 “Company Matching Contributions” means the Company contributions described in Section 3.4.

1.12 “Compensation” means a Participant’s annual retainer and fees from the Company for service on the Board.

1.13 “Continuing Director” means any member of the Board, while such person is a member of the Board, who is not an Affiliate or Associate of an Acquiring Person or of any such Acquiring Person’s Affiliate or Associate and was a member of the Board prior to the time when such Acquiring Person became an Acquiring Person, and any successor of a Continuing Director, while such successor is a member of the Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person or of any Affiliate or Associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.

1.14 “Deferral Account” means the Account established pursuant to Section 3.2.

1.15 “Deferral Election” means an agreement between a Participant and the Company under which the Participant agrees to a deferral of his Compensation in accordance with Section 3.1 as follows:

(a) a specified percentage (from 0% to 100%) of a Participant’s Compensation;

(b) all of a Participant’s Compensation to up to a specified dollar amount; or

1.16 “Effective Date” means January 1, 2012.

1.17 “Fund” means one or more of the measurement investment funds available under the Plan for purposes of crediting or debiting hypothetical investment gains and losses to the Accounts of Participants. The investment funds available under the Plan shall be identical to the extent possible to those approved by the Employee Benefit Trustees Committee under the SIP. Each Fund shall be subject to all terms, conditions and fees established from time to time by the Fund sponsor.

1.18 “Matching Contributions Account” means the Account established pursuant to Section 3.4(a).

1.19 “Non-Management Director” means a member of the Board who is not an officer or an employee of the Company, or a subsidiary or affiliate of the Company.

1.20 “Participant” means any Non-Management Director who participates in the Plan. In addition, Participant means any individual whose name is listed on Appendix I hereto to

the extent an Account is credited with Ralcorp Amounts on behalf of such individual under this Plan.

1.21 “Plan” means the Post Holdings, Inc. Deferred Compensation Plan for Non-Management Directors, as originally adopted and as from time to time amended.

1.22 “Plan Year” means the accounting year of the Plan, which ends on December 31.

1.23 “Ralcorp Amounts” means amounts credited to the Plan in accordance with Section 3.2.

1.24 “Separation from Service” means a separation from service with the Company within the meaning of Section 409A of the Code. For the avoidance of doubt, no Participant shall be treated as incurring a Separation from Service or other similar event for purposes of determining the right to distribution, vesting, benefits, or any other purpose under the Plan as a result of the Spin-Off (as defined in the Preamble).

1.25 “SIP” means the Post Holdings, Inc. Savings Investment Plan.

1.26 “Stock” means the Company’s $.01 par value common stock or any such other security outstanding upon the reclassification of the Company’s common stock, including, without limitation, any Stock, split-up, Stock dividend, or other distributions of stock in respect of Stock, or any reverse Stock split-up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate, or any other transaction, whether or not with or into or otherwise involving an Acquiring Person.

1.27 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152 (without regard to 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee will determine the existence of an Unforeseeable Emergency, based on the supporting facts, circumstances, and documentation provided by the Participant.

1.28 “Rules of Construction”

(a) Governing law . The construction and operation of this Plan are governed by the laws of the State of Missouri.

(b) Headings . The headings of Articles, Sections and Subsections are for reference only and are not to be utilized in construing the Plan.

(c) Gender . Unless clearly inappropriate, all pronouns of whatever gender refer indifferently to persons or objects of any gender.

(d) Singular and plural . Unless clearly inappropriate, singular items refer also to the plural and vice versa.

ARTICLE II

PARTICIPATION IN THE PLAN

2.1 Eligibility . Participation in the Plan shall be limited to Non-Management Directors.

2.2 Commencement of Participation . To participate in the Plan, a Non-Management Director shall defer Compensation earned during a Plan Year by making a Deferral Election with respect to such Compensation, in the manner set forth in Section 3.1.

ARTICLE III

ACCOUNTS

3.1 Deferral Election . Each Plan Year, a Participant may execute a Deferral Election under which he may elect to defer all or a portion of his Compensation earned during such Plan Year until his Separation from Service. A Deferral Election is irrevocable upon the beginning of the Plan Year to which it applies. Any Deferral Election shall be made prior to the commencement of the Plan Year in which the Compensation that is the subject of the Deferral Election will be earned. Notwithstanding the foregoing, an individual who first becomes a Non-Management Director subsequent to the first day of any Plan Year (and was not previously eligible to participate in a plan which is treated with this Plan as one plan under Treasury Regulation section 1.409A-1(c)(2)) may make a Deferral Election, applicable to the period from the Non-Management Director’s initial entry date to the end of the Plan Year, provided the Deferral Election is made within 30 days of becoming a Non-Management Director and prior to the performance of services by a Participant for the period covered by the election. Each Deferral Election shall be in a form designated by the Committee. On the date of the Spin-Off, each deferral election in effect under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors with respect to Participants listed on Appendix I hereto shall transfer to, be recognized as a Deferral Election by, and remain in effect for the year or other applicable period to which it relates under this Plan.

3.2 Account Reflecting Deferred Compensation . The Committee shall establish and maintain a separate Account for each Participant which shall reflect the amount of the Participant’s total contributions under this Plan and all credits or charges under Section 3.3 from time to time. All amounts credited or charged to a Participant’s Account hereunder shall be in a manner and form determined within the sole discretion of the Committee. The amount of a Participant’s Compensation deferred by a Deferral Election and all earnings thereon shall be credited to the Participant’s Deferral Account as soon as administratively practicable. The amount credited to an account under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors as of the Spin-Off with respect to a Participant listed on Appendix I shall be credited to such Participant’s Account as Ralcorp Amounts under this Plan in a separate bookkeeping sub-account and shall include earnings and losses credited pursuant to Section 3.3. Ralcorp Amounts shall be invested in accordance with Section 3.5 and Article IV and distributed in accordance with Article V. On and after the Spin-Off, the Company shall assume all liabilities relating to the Ralcorp Amounts, and Ralcorp Holdings, Inc. and its affiliates shall have no liability therefor.

3.3 Credits or Charges.

(a) Earnings or Losses . As of each Allocation Date during a Plan Year, a Participant’s Account shall be credited or debited with earnings or losses approximately equal to the earnings, gain or loss on the Funds indicated as preferred by a Participant for the Plan Year or for the portion of such Plan Year in which the Account is deemed to be invested.

(b) Balance of Account . As of each Allocation Date, the amount credited to a Participant’s Account shall be the amount credited to his Account as of the immediately preceding Allocation Date, plus the Participant’s contribution credits since the immediately preceding Allocation Date, minus any amount that is paid to or on behalf of a Participant pursuant to this Plan subsequent to the immediately preceding Allocation Date, plus or minus any hypothetical investment gains or losses determined pursuant to Section 3.3(a) above.

(c) Change in Control . Upon a Change in Control, all amounts deemed to be invested in the Post Holdings, Inc. Common Stock Fund shall be immediately converted to the Fund that is a money market fund.

3.4 Company Matching Deferral .

(a) Company Matching Deferra l . Upon a Participant’s deferral credited to the Post Holdings, Inc. Common Stock Fund, the Company shall credit the Participant’s Account with an additional amount credited to the Post Holdings, Inc. Common Stock Fund equal to 33 1/3% of the Participant’s deferral. Such Company matching contributions and all earnings thereon are hereinafter referred to as “Company Matching Contributions.” Company Matching Contributions for a Participant shall be credited to the Participant’s Matching Contributions Account at the same time as the related Participant’s Deferral Election amounts are credited pursuant to Section 3.2.

(b) Investment of Company Matching Contributions . All Company Matching Contributions credited to a Participant shall be deemed to be invested in the Post Holdings, Inc. Common Stock Fund.

(c) Form of Distribution . Any distribution with respect to Company Matching Contributions that remain invested in the Common Stock Fund shall be in Stock, with cash for any fractional shares, unless the Committee in its discretion changes the form of distribution to all cash or any other combination of Stock and cash.

3.5 Investment, Management and Use . The Company shall have sole control and discretion over the investment, management and use of all amounts credited to a Participant’s Account until such amounts are distributed pursuant to Article V. Notwithstanding any other provision of this Plan or any notice, statement, summary or other communication provided to a Participant that may be interpreted to the contrary, the Funds are to be used for measurement purposes only, and a Participant’s election of any such Fund, the determination of credits and debits to his Account based on such Funds, the Company’s actual ownership of such Funds, and any authority granted under this Plan to a Participant to change the investment of the Company’s assets, if any, may not be considered or construed in any manner as an actual investment of the Account in any such Fund or to constitute a funding of this Plan.

3.6 Valuation of Stock . In any situation in which it is necessary to value Stock, the value of the Stock shall be the closing price as reported by the New York Stock Exchange—Composite Transactions on the date in question, or, if the Stock is not quoted on such composite tape or if the Stock is not listed on such exchange, on the principal United States securities

exchange registered under the Securities Exchange Act of 1934, as amended, on which the Stock is listed, or if the Stock is not listed on any such exchange, the average of the closing bid quotations with respect to a share of the Stock during the ten (10) days immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of the Stock as determined by a majority of the Continuing Directors in good faith.

ARTICLE IV

FUNDS

4.1 Fund Selection. Except for Company Matching Contributions described in Section 3.4, the rate at which earnings and losses shall be credited to a Participant’s Account shall be determined in accordance with one or more Funds selected by the Participant; if a Participant does not select a Fund the Fund applicable for that Participant shall be the Fund that is a money market fund. Fund selections recognized under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors immediately prior to the Spin-Off shall be recognized under this Plan until superseded or otherwise changed in accordance with this Plan; provided however, that Ralcorp Amounts deemed invested in the Ralcorp Holdings, Inc. stock fund immediately prior to the Spin-Off shall be deemed invested in a Fund selected by the Committee until the Participant elects a replacement Fund (if and to the extent permitted by the Committee).

4.2 Exchange. Subject to the next sentence and any limitations established by the Committee, including the timeliness of a request, a Participant may exchange Funds as of the close of each business day. An amount attributable to an investment in the Common Stock Fund may not be exchanged for another Fund until the earlier of (a) the beginning of the calendar year in which the fifth anniversary of such investment occurs, or (b) the Participant’s Separation from Service.

ARTICLE V

DISTRIBUTION OF ACCOUNT

5.1 Time of Distribution .

(a) General . Payment of the amount credited to a Participant’s Account shall be made or commence as soon as administratively practicable following the earlier of the following:

(i) the occurrence of an Unforeseeable Emergency; provided that a withdrawal with respect to an Unforeseeable Emergency may not exceed the amount necessary to satisfy the emergency need, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets itself would not cause severe financial hardship); or

(ii) the Participant’s Separation from Service.

(b) Specified Employee . Notwithstanding any provision of the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no portion of his or her Account shall be distributed on account of a Separation of Service before the earlier of (a) the date which is six (6) months following the date of the Participant’s Separation of Service, or (b) the date of death of the Participant. Amounts that would have been paid during the delay will be paid on the first business day following the end of the six month delay. The Company’s specified employees shall be determined in accordance with the special rules for spin-offs under Treas. Reg. Section 1.409A-1(i)(6)(iii), or any successor thereto, for the period indicated in such regulation.

(i) For deferrals not subject to Section 409A of the Code (i.e., Compensation with respect to services performed prior to January 1, 2005) and related hypothetical earnings, at any time at least six months prior to the start of the calendar year in which the Participant’s scheduled payment date otherwise would have occurred;

(ii) For deferrals that are subject to Section 409A of the Code and related hypothetical earnings:

(1) any such election must be received by the Committee or its designee no less than twelve (12) months prior to the Participant’s scheduled payment date (or, in the case of annual installments pursuant to

Section 5.3(b) or 5.3(c) twelve (12) months prior to the date the first amount was scheduled to be paid), if applicable;

(2) the election shall not take effect until twelve (12) months after the date on which the new election is made; and

(3) the payment with respect to which such election is made is deferred for a period of not less than 5 years from the date the payment otherwise would have been made (or, in the case of annual installments pursuant to Section 5.3(b) or 5.3(c), 5 years from the date the first amount was schedule to be paid).

(d) Ralcorp Elections. Notwithstanding anything to the contrary, but subject to Section 5.1(b), Ralcorp Amounts shall be distributed at the time determined in accordance with the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors as of the Spin-Off. Distribution elections effective under such plan as of the Spin-Off with respect to Participants listed on Appendix I shall be recognized under this Plan, subject to permitted modifications as described herein.

The Committee, in its discretion, may limit the number of times a Participant may modify his elected time of payment and establish such other limitations as it deems advisable for the proper administration of the Plan. With respect to deferrals attributable to periods after December 31, 2004, and related hypothetical earnings, the time or schedule of any payment under the Plan may not be accelerated except as permitted pursuant to Section 409A of the Code.

5.2 Amount Distributed. The amount distributed to a Participant shall be determined as of the Allocation Date as of which distribution is made, or as of the most recent Allocation Date preceding the date as of which distribution is made, pursuant to the Committee’s practice for different methods of distributions, with actual payment occurring as soon as practicable thereafter.

5.3 Method of Distribution. Distribution under this Plan may be made in any of the following forms elected by the Participant on his Deferral Election, subject to change pursuant to Section 5.1:

(a) Single payment in the form(s) determined pursuant to Section 5.4;

(b) Annual installments over five years; or

If a Participant does not make a timely election for the method of distribution, his method of distribution shall be a single payment in the form(s) determined pursuant to Section 5.4. Notwithstanding anything to the contrary, a Participant’s Account shall be paid in a lump sum if the balance does not exceed the dollar amount under Code section 402(g)(1)(B) ($17,000 for 2012), and if the payment results in the termination and liquidation of the Participant’s entire interest under the Plan, and any other plans that are treated with this Plan as one plan under Treasury Regulation section 4.409A-1 (c)(2). Distribution election forms in effect under the

Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors immediately prior to the Spin-Off for Participants listed on Appendix I shall be recognized under this Plan, subject to permitted modifications as described herein.

5.4 Form of Payment. All payments made pursuant to this Plan shall be in cash, subject to the Committee’s discretion to make payment with respect to any Participant in whole or in part in Stock. The amount payable with respect to the Post Holdings, Inc. Common Stock Fund shall be the amount of Post Holdings, Inc. Common Stock Fund units credited to the Participant’s Account multiplied by the per unit fair market value, as determined by the Committee, on the date of the Participant’s Separation from Service or Unforeseeable Emergency, with interest accruing at the rate of the Fund that is a money market fund from such date of Separation from Service or Unforeseeable Emergency until the time of distribution.

5.5 Distribution Upon Death. If a Participant dies before commencing the payment of his Account, the unpaid Account balance shall be paid to a Participant’s designated Beneficiary in a single payment in the forms) determined pursuant to Section 5.4 within sixty (60) days following the Participant’s date of death.

5.6 Designation of Beneficiary. A Participant shall designate a Beneficiary on a form to be supplied by the Committee. The Beneficiary designation may be changed by the Participant at any time, but any such change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by the Committee. In the event that the Committee receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If the Committee does not have a valid Beneficiary designation of a Participant at the time of the Participant’s death, then the Participant’s Beneficiary shall be the Participant’s surviving spouse, or if none, the Participant’s estate. The beneficiary designation, if any, in effect under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors immediately prior to the Spin-Off with respect to Participants listed on Appendix I shall be recognized under this Plan and shall be deemed the Participant’s valid Beneficiary designation hereunder, subject to permitted changes as described herein.

ARTICLE VI

NON-ASSIGNABILITY

6.1 Non-Assignability. Neither a Participant nor any Beneficiary of a Participant shall have any right to commute, sell, assign, pledge, transfer or otherwise convey the right to receive his Account until his Account is actually distributed to a Participant or his Beneficiary. The portion of the Account which has not been distributed shall not be subject to attachment, garnishment or execution for the payment of any debts, judgments, alimony or separate maintenance and shall not be transferable by operation of law in the event of bankruptcy or insolvency of a Participant or a Participant’s Beneficiary.

ARTICLE VII

VESTING

7.1 Vesting. Each Participant shall be fully (100%) vested in his entire Account balance at all times.

ARTICLE VIII

AMENDMENT OR TERMINATION OF THE PLAN

8.1 Power to Amend Plan. The power to amend, modify or terminate this Plan at any time is reserved to the Committee, except that a Chief Executive Officer of the Company may make amendments to resolve ambiguities, supply omissions and cure defects, any amendments deemed necessary or desirable to comply with federal tax law or regulations to avoid adverse tax consequences, and any other amendments deemed necessary or desirable, which shall be reported to the Committee. Notwithstanding the foregoing, no amendment, modification or termination which would reasonably be considered to be adverse to a Participant or Beneficiary may apply to or affect the terms of any deferral of Compensation prior to the effective date of such amendment, modification or termination, without the consent of the Participant or Beneficiary affected thereby. Any amendment made to this Plan shall be in accordance with Code section 409A and the regulations thereunder, and may not materially modify the Plan with respect to deferrals made prior to January 1, 2005. Any amendment made in accordance with this Section 8.1 is binding upon all Participants and their Beneficiaries, the Committee and all other parties in interest.

8.3 When Amendments Take Effect. A resolution amending or terminating the Plan becomes effective as of the date specified therein.

8.4 Restriction on Retroactive Amendments. No amendment may be made that retroactively deprives a Participant of any benefit accrued before the date of the amendment.

ARTICLE IX

PLAN ADMINISTRATION

(a) to determine all questions relating to eligibility to participate in the Plan;

(b) to compute and certify to an appropriate party the amount and kind of distributions payable to Participants and their Beneficiaries;

(d) to interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are not inconsistent with the terms thereof;

(e) to establish and modify the method of accounting for the Plan;

(f) to employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and

(g) to perform any other acts necessary and proper for the administration of the Plan.

9.2 Indemnification.

(i) the specific reason or reasons for Adverse Benefit Determination;

(ii) a reference to the specific provisions of the Plan upon which the Adverse Benefit Determination is based;

(iii) a description of any additional material or information that is necessary for the Claimant to perfect the claim;

(iv) an explanation of why that material or information is necessary; and

(v) an explanation of the review procedure provided below.

The Claimant shall have the rights to:

(i) submit written comments, documents, records and other information relating to the claim for benefits;

(ii) request, free of charge, reasonable access to, and copies of all documents, records and other information relevant to his claim for benefits.

(i) the specific reason(s) for the Adverse Benefit Determination on Appeal;

(ii) reference to specific plan provisions on which the benefit determination is based;

9.4 Expenses. All expenses of the Committee with respect to the Plan shall be paid by the Company.

9.6 Release of Liability. By participating in the Plan, each Participant and Beneficiary automatically releases the Company, its employees, the Committee, the Board and each member of the Board from any liability due to any failure to follow the requirements of Code section 409A, unless such failure was the result of an action or failure to act that was undertaking by the Company in bad faith. Further by participating in the Plan, each Participant and Beneficiary automatically (1) releases Ralcorp Holdings, Inc., its employees, the Corporate Governance and Compensation Committee of the Board of Directors of Ralcorp Holdings, Inc., the Board of Directors of Ralcorp Holdings, Inc. and each member of such Board of Directors, and each of their affiliates, successors, predecessors, assigns, transferees, agents, counsel, plans, and insurers, from any and all liabilities in connection with the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors and this Plan, (2) agrees to the assignment and transfer of the rights, benefits, obligations, and other liabilities pursuant to the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors to the Company and this Plan, and (3) agrees that Ralcorp Holdings, Inc. shall not guarantee the payment of such transferred rights, benefits, obligations, and other liabilities in the event that the Plan and the Company fail to pay them or otherwise.

ARTICLE X

MISCELLANEOUS

10.1 Plan Not a Contract of Employment. The adoption and maintenance of the Plan does not constitute a contract between the Company and any Participant or to be a consideration for the employment or retention as a member of the Board of any person. Nothing herein contained gives any Participant the right to be retained in the employ of the Company or derogates from the right of the Company to discharge any Participant at any time without regard to the effect of such discharge upon his rights as a Participant in the Plan.

10.5 Severability. If any provision of this Agreement is determined to be invalid or illegal, the remaining provisions shall be effective and shall be interpreted as if the invalid or illegal provision did not exist, unless the illegal or invalid provision is of such materiality that its omission defeats the purposes of the parties in entering into this Agreement.

10.6 4 09A Compliance. If any provision of the Plan is determined not to comply with Code section 409A, the non compliant provisions shall be interpreted and applied in a manner that complies with Code section 409A and implements the intent of the Plan as closely as possible.

10.7 Participant Responsibility. Each Participant is responsible for reviewing the accuracy of the Company’s implementation of Deferral Elections and investment allocations. If a Participant fails to notify the Company of an improper implementation of a Deferral Election or investment allocation within thirty-one (31) days after receiving the first statement or other communications implementing the election or allocation, the Participant is deemed to have elected the implemented Deferral Election or investment allocation.

FIRST AMENDMENT TO THE

POST HOLDINGS, INC. DEFERRED COMPENSATION PLAN FOR

NON-MANAGEMENT DIRECTORS

(amended and restated effective January 1, 2011)

WHEREAS, Post Holdings, Inc. (“Company”) previously adopted the Post Holdings, Inc. Deferred Compensation Plan for Non-Management Directors (“Plan”);

WHEREAS, the Corporate Governance and Compensation Committee of the Board of Directors of the Company (“Committee”) reserved the right to amend the Plan pursuant to Article VIII of the Plan;

WHEREAS, Section 5.4 of the Plan provides that amounts deferred under the Plan are to be paid in cash subject to the Committee’s discretion to make payment with respect to any participant in whole or in part in shares of Company common stock; and

WHEREAS, the Company desires to specify the number of shares of Company common stock reserved for issuance under the Plan.

NOW, THEREFORE, effective immediately, the Plan is amended by adding a new Section 5.7 to the Plan as follows:

[the remainder of this blank is left intentionally blank]

IN WITNESS WHEREOF, this amendment has been executed this 1st day of February, 2012.

POST HOLDINGS, INC.




By:		/s/ Robert Vitale

		Name: Robert V. Vitale

		Title: Chief Financial Officer