Ralcorp DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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RALCORP HOLDINGS, INC.

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800 Market Street

St. Louis, Missouri 63101

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

The 2010 annual meeting of shareholders of Ralcorp Holdings, Inc. will be held at 8:30 a.m. local time, on Tuesday, January 26, 2010, at the Bank of America Plaza, 800 Market Street, 26th floor, St. Louis, Missouri, 63101 for the following purposes:

•  To elect three directors named in the attached proxy statement;

•  To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm; and

•  To transact any other business that may properly be presented at the annual meeting.

If you were a shareholder of record at the close of business on November 20, 2009, then you may vote on these matters.

It is important that your shares be represented and voted at the annual meeting. Whether you plan to attend the annual meeting or not, we encourage you to vote in one of three ways:

•  USE THE INTERNET WEBSITE shown on the proxy card;

•  USE THE TOLL-FREE TELEPHONE NUMBER shown on the proxy card; or

•  MARK, SIGN, DATE and PROMPTLY RETURN the proxy card in the postage-paid envelope provided.

By order of the Board of Directors,

Gregory A. Billhartz

Secretary

November 30, 2009

800 Market Street

St. Louis, Missouri 63101

PROXY STATEMENT

	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS		1
ITEM 1 — ELECTION OF DIRECTORS		3
INFORMATION ABOUT RALCORP’S BOARD OF DIRECTORS		4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		6
SECURITY OWNERSHIP OF MANAGEMENT		7
BOARD GOVERNANCE		9
DIRECTOR COMPENSATION		12
EXECUTIVE COMPENSATION		14
Compensation Discussion and Analysis		14
Summary Compensation Table		21
Grants of Plan-Based Awards Table		22
Outstanding Equity Awards at Fiscal Year-End Table		23
Option Exercises and Stock Vested Table		24
Executive Benefits		25
Pension Benefits Table		26
Non-Qualified Deferred Compensation Table		27
Executive Agreements		28
Potential Payments upon Termination Table		29
EQUITY COMPENSATION PLAN INFORMATION FOR FISCAL YEAR END		30
ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		30
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		31
AUDIT COMMITTEE REPORT		31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		32
OTHER MATTERS		32

RALCORP HOLDINGS, INC.

PROXY STATEMENT FOR THE

2010 ANNUAL MEETING OF SHAREHOLDERS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why Am I Receiving These Materials?

The Board of Directors of Ralcorp Holdings, Inc. (“Ralcorp” or the “Company”) is soliciting proxies for the 2010 annual meeting of shareholders. This proxy statement and accompanying proxy card are being mailed to shareholders on or about December 18, 2009. A copy of Ralcorp’s Annual Report onForm 10-K containing financial statements for the fiscal year ended September 30, 2009 has been mailed with this proxy statement.

Your Vote is Very Important And You Are Encouraged to Vote Whether or Not You Plan to Attend the Annual Meeting.

Where And When Is The Annual Meeting?

The annual meeting will take place at 8:30 a.m. local time, on Tuesday, January 26, 2010, at the Bank of America Plaza, 800 Market Street, 26th floor, St. Louis, Missouri, 63101.

What Am I Being Asked To Vote On At The Meeting?

Shareholders will be asked to elect three directors named in this proxy statement and to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.

Who Can Vote?

Record holders of Ralcorp common stock on November 20, 2009 may vote at the annual meeting. On that date, there were 56,706,396 shares of Ralcorp common stock outstanding.

How Do I Vote?

You can vote by proxy or in person.

How Do I Vote By Proxy?

Shares Registered In Your Name:

•  Vote by Internet. Go to www.investorvote.com, enter the information requested on your computer screen and follow the instructions provided.

•  Vote by Telephone. Using a touch-tone telephone, call1-800-652-VOTE (8683) toll-free and follow the instructions provided.

•  Vote by Mail. Mark your proxy card, and sign, date and return it in the postage-paid envelope provided.

To vote by Internet or telephone, you will need your Voter Control Number located above your name on your proxy card. Internet and telephone voting are available twenty-four hours a day until 1:00 a.m. central time on Tuesday, January 26, 2010.Please do not return your proxy card if you vote by Internet or telephone.

Shares Held By Your Bank Or Broker:

If your Ralcorp common stock is held in the name of a bank or broker, you should follow the voting instructions you receive from your bank or broker.

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Shares Held In The Savings Investment Plan:

If you participate in the Company’s Savings Investment Plan (SIP) and are the record holder of Ralcorp common stock in exactly the same name as you are identified by in the SIP, then you will receive a single proxy card to vote all of your shares. If your SIP account is not in exactly the same name as your shares of record, then you will receive one proxy card for your SIP shares and one for your record shares.

If you own shares through the SIP and we have not received your vote by 4:00 p.m. central time on January 22, 2010, then the trustee will vote your shares in the same proportion as the shares that are voted on behalf of the other participants in the SIP. The trustee will also vote unallocated shares of Ralcorp common stock held in the SIP in direct proportion to the voting of allocated shares in the SIP as to which voting instructions have been received, unless doing so would be inconsistent with the trustee’s duties.

How Do I Vote In Person?

If you are a shareholder of record, you may attend the annual meeting and cast your vote in person. If your Ralcorp common stock is held in the name of a bank or broker and you wish to attend the annual meeting and vote your shares in person, then you will need to bring an account statement or letter from your bank or broker indicating that you were the record holder of your shares as of November 20, 2009.

How Many Votes Are Needed?

If a quorum is represented at the annual meeting, then the following votes are required:

•  Election of Directors

A majority of shares entitled to vote and present (in person or by proxy) at the annual meeting must be voted“FOR”a nominee.

•  Ratification of Appointment of Independent Registered Public Accounting Firm

A majority of shares entitled to vote and present (in person or by proxy) at the annual meeting must be voted“FOR”the ratification of appointment of independent accountants.

•  Other Matters

Generally, a majority of the shares entitled to vote and present (in person or by proxy) at the annual meeting must be voted“FOR”such other matter(s). However, the Company does not know of any other matter that will be presented at this annual meeting.

How Can I Change My Vote?

You can change your vote in one of three ways:

•  Send in another later dated proxy, or vote again electronically after your original vote;

•  Notify Ralcorp’s corporate secretary in writing before the annual meeting that you have revoked your proxy; or

•  Vote in person at the annual meeting.

How Many Votes Do I Have?

You are entitled to cast one vote for each share of Ralcorp common stock you own on the record date. A majority of the outstanding shares entitled to vote must be present (in person or by proxy) in order to conduct the election of directors along with other matters in this proxy statement. Record holders can check the number of shares they own by contacting Computershare, the Company’s transfer agent, at 1-877-282-1169 or via the Internet at www.computershare.com.

What Constitutes A Quorum?

A majority of the outstanding shares entitled to vote at the annual meeting represented in person or by proxy constitutes a quorum.

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How Are Votes Counted?

A proxy card marked “withhold” for a nominee or nominees acts as a vote against such nominee or nominees. A proxy card marked “abstain” on a matter will be considered to be represented at the annual meeting, but not voted for these purposes. If a broker indicates on its proxy that it does not have authority to vote certain shares held in “street name,” the shares not voted are referred to as “broker non-votes.” Broker non-votes occur when brokers do not have discretionary voting authority to vote certain shares held in “street name” on particular proposals under the rules of the New York Stock Exchange, and the “beneficial owner” of those shares has not instructed the broker to vote on those proposals. If you are a beneficial owner, your broker, bank or other nominee is permitted to vote your shares only with regard to the proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm, even if the holder does not receive voting instructions from you. Shares registered in the name of a bank, broker, or other “street name” agent, for which proxies are voted on some, but not all matters, will be considered to be represented at the annual meeting and voted only as to those matters marked on the proxy card.

All shares that are properly voted (whether by Internet, telephone, or mail) will be voted at the annual meeting in accordance with your instructions. If you sign the proxy card but do not give voting instructions, the shares represented by your proxy card will be voted as recommended by the Board of Directors.

If any other matters are properly presented at the annual meeting, the people named on the proxy card will use their discretion to vote on your behalf.

Important Notice Regarding The Availability Of Proxy Materials

The notice of the meeting, this proxy statement and our 2009 annual report (which includes our annual report onForm 10-K for the year ended September 30, 2009 are available at:

http://www.ralcorp.com/proxyandannualreport/

We will reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock. The costs of the solicitation will be borne by us.

What Does The Board Of Directors Recommend?

The Board of Directors recommends you vote“FOR”the three nominees for director and“FOR”the ratification of appointment of independent registered public accounting firm.

ELECTION OF DIRECTORS NAMED IN ATTACHED PROXY
Item 1 on Proxy Card

Eleven members serve on the Board of Directors. The Board is currently divided into three classes, with one class consisting of three members and two classes consisting of four members. Directors for each class are elected at the Annual Meeting held in the year in which the term for their class expires. Messrs. Armstrong, Liddy, Mulcahy and Stiritz constitute the class whose term expires at the 2010 annual meeting. Mr. Liddy will not be standing for election and will retire at the annual meeting. Immediately following Mr. Liddy’s retirement, the Company’s Board of Directors will consist of ten members.

The Board has nominated Bill G. Armstrong, J. Patrick Mulcahy and William P. Stiritz for election as directors at the annual meeting, to serve until the 2013 annual meeting. Upon the election of Messrs. Armstrong, Mulcahy and Stiritz, the Board will be comprised of one class consisting of four members and two classes consisting of three members each.

Each nominee is currently serving as a director of Ralcorp and has agreed to serve if elected. The Board does not contemplate that any of the nominees will be unable to stand for election. However, if any nominee becomes unable to serve before the annual meeting, then your proxy card will be voted for a person that the Board nominates in such nominee’s place, unless you have withheld authority to vote for all nominees. There are no family relationships among our directors and corporate officers.

Other directors not up for election this year will continue in office for the remainder of their terms or until their death, resignation or removal. Proxies may not be voted for a greater number of persons than the nominees listed beginning on page 4.

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INFORMATION ABOUT RALCORP’S BOARD OF DIRECTORS

Biographical information on Messrs. Armstrong, Mulcahy and Stiritz, and the directors continuing in office, is set forth below. Directors’ ages are as of December 31, 2009.

BILL G. ARMSTRONG—Standing for election at this meeting for a term expiring 2013
Age:	61
Director Since:	October 2004
Principal Occupation/ Recent Business Experience:	Mr. Armstrong served as Executive Vice President and Chief Operating Officer of Cargill Animal Nutrition from May 2001 to September 2004.
Other Directorships:	Energizer Holdings, Inc.
DAVID R. BANKS—Continuing in office—Term expiring 2012
Age:	72
Director Since:	May 2001
Principal Occupation/ Recent Business Experience:	Private equity investor.
Other Directorships:	Nationwide Health Properties, Inc.
JACK W. GOODALL—Continuing in office—Term expiring 2012
Age:	71
Director Since:	March 1994
Principal Occupation/ Recent Business Experience:	Private equity investor.
Other Directorships:	Mr. Goodall served on the Board of Rubio’s Restaurants, Inc. from April 2001 to March 2009.
KEVIN J. HUNT—Continuing in office—Term expiring 2011
Age:	58
Director Since:	October 2004
Principal Occupation/ Recent Business Experience:	Mr. Hunt has been Co-Chief Executive Officer and President of Ralcorp Holdings, Inc. since September 2003 and Chief Executive Officer of Bremner Food Group, Inc. since 1995, Nutcracker Brands, Inc. since September 2003, Frozen Bakery Products, Inc. since June 2005 and The Carriage House Companies, Inc. since February 2008. Mr. Hunt has been employed with the Company since 1985.
DAVID W. KEMPER—Continuing in office—Term expiring 2011
Age:	59
Director Since:	October 1994
Principal Occupation/ Recent Business Experience:	Mr. Kemper has been Chairman, President and Chief Executive Officer of Commerce Bancshares, Inc. (bank holding company) since October 1991.
Other Directorships:	Tower Properties Company

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JOE R. MICHELETTO—Continuing in office—Term expiring 2012
Age:	73
Director Since:	January 1994
Principal Occupation/ Recent Business Experience:	Mr. Micheletto has been Vice-Chairman of the Board of Directors of Ralcorp Holdings, Inc. since September 2003. Mr. Micheletto served as Chief Executive Officer and President of Ralcorp Holdings, Inc. from September 1996 to September 2003. He also served as Chairman of the Board of Vail Resorts, Inc. from February 2006 to January 30, 2009.
Other Directorships:	Energizer Holdings, Inc.
J. PATRICK MULCAHY—Standing for election at this meeting for a term expiring 2013
Age:	65
Director Since:	October 2007
Principal Occupation/ Recent Business Experience:	Mr. Mulcahy has been Chairman of the Board of Directors of Energizer Holdings, Inc. since January 2007 and prior to that time served as Vice Chairman of Energizer Holdings, Inc. from January 2005 to January 2007. Mr. Mulcahy also served as Chief Executive Officer of Energizer Holdings, Inc. from 2000 to 2005.
Other Directorships:	Energizer Holdings, Inc., and Hanesbrands, Inc., Lead Director
DAVID P. SKARIE—Continuing in office—Term expiring 2012
Age:	63
Director Since:	October 2004
Principal Occupation/ Recent Business Experience:	Mr. Skarie has been Co-Chief Executive Officer and President of Ralcorp Holdings, Inc. since September 2003 and Chief Executive Officer of Ralston Foods since January 2002 and Post Foods since August 2008. Mr. Skarie has been interim President of Post Foods since November 2009. Mr. Skarie has been employed with the Company since 1986.
WILLIAM P. STIRITZ, Chairman of the Board—Standing for election at this meeting for a term expiring 2013
Age:	75
Director Since:	January 1994
Principal Occupation/ Recent Business Experience:	Private equity investor. Mr. Stiritz was Chairman Emeritus of the Board of Energizer Holdings, Inc. (batteries) from January 2007 to May 2008. He served as Chairman of the Board from 2000 to January 2007 and Chairman of the Energizer Holdings, Inc. Management Strategy and Finance Committee from April 2000 to 2005. He served as a Director of Vail Resorts, Inc. from February 1997 to December 2009. In addition, he has served as Director Emeritus of Reliance Bancshares, Inc. since August 2009.
Other Directorships:	Reliance Bancshares, Inc., Director Emeritus
DAVID R. WENZEL—Continuing in office—Term expiring 2011
Age:	46
Director Since:	October 2007
Principal Occupation/ Recent Business Experience:	Mr. Wenzel has served as Director, Revenue and International of Edward Jones since September 2009 and prior to that time he served as Vice President Global Finance of Covidien Imaging Solutions (healthcare products) from July 2008 to September 2009. Mr. Wenzel also served as Chief Operating Officer of EFR Group (portfolio of small manufacturing companies) from October 2005 to 2008, and Chairman of Manna-Pro Corporation (manufacturer and marketer of animal feeds) from 2004 to 2006. Mr. Wenzel also served as Executive Director of Catholic Social Services of Southern Illinois from 2002 to 2005.

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RICHARD A. LIDDY—Term expires at the 2010 meeting
Age:	74
Director Since:	February 2001
Principal Occupation/ Recent Business Experience:	Private Equity Investor.
Other Directorships:	Energizer Holdings, Inc.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” MESSRS.
ARMSTRONG, MULCAHY AND STIRITZ.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below indicates the holders of more than 5% of our common stock, par value $0.01 per share, as of the record date.

Beneficial Ownership of More than 5% of Ralcorp Common Stock

	Number of
	Shares		% of
Name and Address	Beneficially		Shares
of Beneficial Owner	Owned		Outstanding		Notes
FMR LLC 82 Devonshire Street Boston, MA 02109		3,511,723		6.23	Pursuant to schedule 13G filed on February 17, 2009, FMR LLC has sole dispositive power for 3,511,723 shares and sole voting power for 340,321 shares.
Wellington Management Company, LLP 75 State St. Boston, MA 02109		3,317,624		5.89	Pursuant to schedule 13G filed on February 17, 2009, Wellington Management has shared dispositive power for 3,299,524 shares and shared voting power for 1,984,582 shares.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table shows the shares of Ralcorp common stock beneficially owned, as of November 20, 2009, by Ralcorp directors and executive officers. Except as noted, all such persons possess sole voting and dispositive powers with respect to the shares listed. An asterisk in the column listing the percentage of shares outstanding indicates that the person owns less than 1% of the common stock outstanding.

										Other		Total
Directors &	Number of			Exercisable				% of Shares		Stock-Based		Stock-Based
Executive Officers	Shares(a)			Options(b)		Total		Outstanding		Items(c)		Ownership
Bill G. Armstrong		5,092			13,781		18,873		*		9,628		28,501
David R. Banks		6,000			36,631		42,631		*		18,132		60,763
Jack W. Goodall		55,467			8,500		63,967		*		44,520		108,487
David W. Kemper		9,000			36,631		45,631		*		2,379		48,010
Richard A. Liddy		11,600			36,631		48,231		*		15,468		63,699
Joe R. Micheletto		249,227			16,070		265,297		*		9,225		274,522
J. Patrick Mulcahy		5,000			16,000		21,000		*		3,812		24,812
William P. Stiritz		730,074	(d)		40,000		770,074		1.4		47,230		817,304
David R. Wenzel		2,000			16,000		18,000		*		4,107		22,107
Kevin J. Hunt		61,784			165,611		227,395		*		52,015		279,410
David P. Skarie		57,000	(e)		195,692		252,692		*		50,000		302,692
Thomas G. Granneman		24,618	(f)		90,940		115,558		*		12,500		128,058
Richard R. Koulouris		45,144			57,573		102,717		*		1,981		104,698
Ron D. Wilkinson		46,793			47,312		94,105		*		—		94,105
All directors and executive officers as a group (17 people)		1,395,279			891,455		2,286,734		4.0		270,997		2,557,731

(a) In addition to shares held directly, the number of shares includes the following:

•	Restricted stock previously granted to Messrs. Hunt, Skarie, Granneman, Koulouris and Wilkinson in 2004 and 2007. For further details about the shares and their vesting provisions, see the Compensation Discussion and Analysis beginning on page 14.
	The number for Mr. Stiritz includes 11,327 shares of restricted stock, which become released from restrictions upon his leaving the Board.
•	Restricted stock granted to Messrs. Koulouris and Wilkinson in 2009.
•	Shares (or share equivalents) held indirectly in the SIP and Executive Savings Investment Plan (Executive SIP). Shares in the SIP and Executive SIP are held in a separate fund in which participants acquire units. The fund also holds cash and short-term investments. The shares reported for a participant approximate the number of shares in the fund allocable to that participant and fluctuate due to the cash in the fund and the price of our common stock.

(b)	Represents the number of stock options and stock appreciation rights exercisable through January 19, 2010. Options and stock appreciation rights granted to a non-employee director become exercisable three years from the date of grant or upon that non-employee director’s termination, retirement, disability or death.
(c)	Includes (i) restricted stock units granted to Messrs. Hunt, Skarie and Granneman in 2009 and (ii) indirect interests in shares of Ralcorp common stock held under the Deferred Compensation Plan for Non-Management Directors or the Deferred Compensation Plan for Key Employees. While restricted stock units and

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	indirect interests in shares of Ralcorp common stock under the Deferred Compensation Plan for Non-Management Directors or the Deferred Compensation Plan for Key Employees may not be voted or transferred, they have been included in the table above as they represent an economic interest in our common stock that is subject to the same market risk as ownership of actual shares of Ralcorp common stock. For further details about the vesting provisions of the restricted stock units, see the Compensation Discussion and Analysis beginning on page 14.
(d)	Includes 18,333 shares of common stock held by Mr. Stiritz’s wife and 215,621 shares from the exercise of stock options which must be held until his retirement from the Board.
(e)	Mr. Skarie has shared voting and investment power with his wife with respect to 8,355 shares.
(f)	Mr. Granneman has shared voting and investment power with his wife with respect to 300 shares.

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BOARD GOVERNANCE

The Board of Directors has adopted categorical independence standards based on the NYSE listing standards and the SEC rules and regulations as described in the Company’s Corporate Governance Guidelines (“Guidelines”). The Guidelines are available on the Company’s website at www.ralcorp.com/corporategovernance.htm or will be provided at no charge upon request sent to the Company’s Secretary at P.O. Box 618, St. Louis, Missouri63188-0618, Telephone:314-877-7046. The Guidelines contain the categorical standards the Board uses to make its determination as to the materiality of the relations of each of its directors.

The Board has determined, in its judgment, that the following nine non-employee directors are independent from management: Messrs. Armstrong, Banks, Goodall, Kemper, Liddy, Micheletto, Mulcahy, Stiritz and Wenzel are independent directors as defined in the NYSE listing standards and the SEC rules and regulations. Mr. Kemper has a business relationship with the Company as described under the heading “Certain Relationships and Related Transactions” on page 32 of this Proxy Statement. The Board and the Corporate Governance and Compensation Committee have determined, in their judgment and based on the criteria in the Guidelines, that the relationship between Mr. Kemper and the Company is immaterial and therefore should not preclude a determination of independence. Messrs. Armstrong, Liddy, Micheletto and Mulcahy serve as directors of Energizer Holdings, Inc. (“Energizer”) with Mr. Mulcahy serving as Chairman of the Board of Energizer. The Company, Energizer and Nestle Purina PetCare Company share in the common ownership of four aircraft. The joint ownership affords the Company the ability to share the acquisition expenses of the aircraft and costs not related to actual trips. Each of the owners incur the cost for their use of the aircraft and a pro rata portion of the fixed costs. In connection with the joint ownership of aircraft, no amounts are paid to Energizer and Energizer pays no amounts to the Company. As such, based on the criteria in the Company’s Corporate Governance and Compensation Committee Guidelines, the joint ownership does not preclude Messrs. Armstrong, Liddy, Micheletto, and Mulcahy from being independent.

The Guidelines also address qualifications for directors. Generally, the Guidelines provide that directors should have the skills, expertise, integrity and knowledge of the industries in which the Company operates, and other qualities, to enhance the long-term interest of shareholders. The Board will evaluate each individual in the context of the entire Board of Directors with the objective of assembling a Board of Directors that will enhance the success of the Company and promote the interests of stockholders. Annually (or more often, if necessary), the Corporate Governance and Compensation Committee reviews the qualifications and backgrounds of the directors and makes recommendations to the Board as to the directors to be nominated for election by the shareholders at the next annual meeting or to be appointed as directors between annual meetings of the shareholders. The Guidelines do not contain any specific limitations on a director’s ability to serve on boards or committees, including audit committees, of other organizations.

The Board has determined, in its judgment, that Messrs. Wenzel, Banks and Kemper qualify as “audit committee financial experts” as defined by the SEC and that Messrs. Wenzel, Banks and Kemper have accounting and related financial management expertise within the meaning of the NYSE listing standards.

Generally, at each regularly scheduled meeting, the non-management directors meet without the presence of management. The independent directors meet without the presence of management and any non-independent director at least twice each year. When the Board meets without management, Mr. Stiritz, the Company’s Chairman, or the chairman of the committee then in session, acts as the presiding director.

Information concerning the standing committees of the Board is provided below.

Audit Committee

The Committee’s primary responsibilities are to monitor and oversee (a) the quality and integrity of the Company’s financial statements and financial reporting, (b) the independence and qualifications of the Company’s independent auditors, (c) the performance of the Company’s independent audit, (d) the Company’s systems of internal accounting, financial controls and disclosure controls, and (e) the Company’s compliance with legal and regulatory requirements, codes of conduct and ethics programs.

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The Audit Committee currently consists of eight directors. The Board has determined, in its judgment, that the Audit Committee is comprised solely of independent directors as defined in the NYSE listing standards andRule 10A-3 of the Securities Exchange Act of 1934. The Committee operates under a written charter, adopted by the entire Board, which is available on the Company’s website at www.ralcorp.com/corporategovernance.htm. The Audit Committee’s report is on page 31 of this proxy statement.

Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee reviews and revises, as necessary, the Company’s Corporate Governance Guidelines. Criteria for Board membership is described in the Guidelines. The Committee also recommends to the Board nominees for directors and executive officers of the Company. The Committee relies primarily on recommendations from management and members of the Board to identify director nominee candidates. However, the Committee will consider timely written suggestions from shareholders. Such suggestions and the nominee’s consent to being nominated, together with appropriate biographical information (including principal occupation for the previous five years, business and residential addresses, and education background) and other relevant information as outlined in the Company’s Bylaws, should be submitted in writing to the Secretary of the Company. Shareholders wishing to suggest a candidate for director nomination for the 2011 annual meeting should mail their suggestions to Ralcorp Holdings, Inc., P.O. Box 618, St. Louis, Missouri63188-0618, Attn: Corporate Secretary. Suggestions must be received by the Secretary of the Company no later than August 20, 2010. The Committee also makes recommendations to the Board regarding CEO and other executive compensation and administers the Company’s deferred compensation and incentive stock plans.

The Committee currently consists of eight directors. The Board has determined, in its judgment, that the Corporate Governance and Compensation Committee is comprised solely of independent directors as defined in the NYSE listing standards. The Committee operates under a written charter, adopted by the entire Board, which is available on the Company’s website at www.ralcorp.com/corporategovernance.htm. The Corporate Governance and Compensation Committee report is on page 20 of this proxy statement.

Executive Committee

The Executive Committee which consists of Messrs. Hunt, Micheletto, Skarie and Stiritz may exercise all Board authority in the intervals between Board meetings, to the extent such authority is in compliance with the Corporate Governance Guidelines and does not infringe upon the duties and responsibilities of other Board committees.

Strategy and Financial Oversight Committee

The Strategy and Financial Oversight Committee consists of Messrs. Hunt, Mulcahy, Skarie and Stiritz. The Strategy and Financial Oversight Committee was created in light of the Company’s increased size and anticipated complexity of future strategic transactions. The Committee periodically reviews financial and strategic matters with management during periods between Board meetings.

Communication with the Board

Shareholders and other parties interested in communicating directly with an individual director or with the non-management directors as a group, may do so by writing to the individual director or group,c/o Ralcorp Holdings, Inc., P.O. Box 618, St. Louis, Missouri63188-0618, Attn: Corporate Secretary. The Board has directed that the Company’s Secretary forward shareholder communications to the Chairman of the Board and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding the governance or operation of the Company, the Secretary will use his discretion to refrain from forwarding the following: sales literature; defamatory material regarding the Companyand/or its directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive and was addressed previously in some

10

manner; and other correspondence unrelated to the Board’s corporate governance and oversight responsibilities.

Director Attendance at Annual Meeting

The Board has directed that the Company schedule, whenever practicable, a Board meeting and any Committee meetings on the same day as the Company’s annual meeting of shareholders. The Board’s meetings on that day will be convened or adjourned to allow all directors who are physically present for the meetings to attend the Company’s annual meeting of shareholders. The Company’s Corporate Governance Guidelines do not require the directors to attend the annual meeting. Five of the Company’s Board of Directors attended the 2009 annual meeting of shareholders. Typically, the Company’s annual meeting is sparsely attended.

Code of Ethics

Our Standards of Business Conduct, applicable to all corporate officers and employees, sets forth the Company’s expectations for the conduct of business by officers and employees. The directors have adopted, and are required to abide by, the Directors Code of Ethics. Both documents are available on the Company’s website at www.ralcorp.com/corporategovernance.htm. In the event the Company modifies either document or waivers of compliance are granted to officers or directors, the Company will post such modifications or waivers on its website.

Board and Committee Service Summary

Corporate

Strategy

Attended 75% or

Governance

and

More of

&

Financial

Board & Applicable

Director

Board

Audit

Compensation

Executive

Oversight

Committee Meetings

Bill G. Armstrong

X

X

X

*

X

David R. Banks

X

X

X

X

Jack W. Goodall

X

X

X

X

Kevin J. Hunt

X

X

X

X

David W. Kemper

X

X

X

X

Richard A. Liddy

X

X

X

X

Joe R. Micheletto

X

X

X

X

J. Patrick Mulcahy

X

X

X

X

X

David P. Skarie

X

X

X

X

William P. Stiritz

X

*

X

X

*

X

*

X

David R. Wenzel

X

X

*

X

X

Meetings Held in FY 2009

7

9

4

1

6

* Chair

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DIRECTOR COMPENSATION

All non-employee directors receive an annual retainer of $55,000. The Company’s Chairman receives a retainer of $70,000. The Chairmen of the Audit Committee and the Corporate Governance and Compensation Committee receive Chairman retainers of $10,000. Non-employee directors are paid $2,000 for each regular or special Board meeting, telephonic meeting and consent to action without a meeting and $1,500 for each regular or special committee meeting, telephonic meeting and consent to action without a meeting. As in past years, for calendar year 2009, all non-employee directors received their fees in Company stock units which is deferred until their resignation or other termination of directorship.

We also pay the premiums on directors’ and officers’ liability and travel accident insurance policies insuring directors. We reimburse directors for their expenses incurred in connection with Board meetings. On occasion, the Company provides directors with ski resort accommodations that the Company owns in Colorado. Non-employee directors also receive annual stock-based compensation. All awards vest at the director’s termination, retirement, disability or death.

In addition, certain members of the Board receive the following:

Chairman of the Board

•  Restricted stock grant with a fair market value of $50,000 each January.

•  10,000 stock appreciation rights shares each September.

•  Personal use of Company aircraft for the year ended September 30, 2009, the cost (on a variable basis and includinggross-up on income taxes) to the Company for such use was $89,502.

Vice-Chairman of the Board

•  3,000 stock appreciation rights each September.

•  Reimbursement of reasonable office expenses (in fiscal 2009 the amount was less than $800).

Other Non-Employee Directors

•  3,000 stock appreciation rights each September.

Stock Ownership Guidelines

In order to encourage ownership of company stock by non-employee directors, Ralcorp requires that any Company common stock acquired as a result of option or stock appreciation rights exercises must be held until the director’s retirement or other termination of directorship. In addition, retainers and fees paid in shares of Company stock and deferred under the Deferred Compensation Plan for Non-Management Directors are required to be held as Company stock until the director’s retirement or other termination of directorship. At that time, the shares are then free to be sold or transferred at the director’s request.

Under Ralcorp’s Deferred Compensation Plan for Non-Management Directors, any non-employee director may elect to defer, with certain limitations, their retainer and fees. Deferrals may be made in common stock equivalents in an Equity Option or may be made in cash into a number of funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives. Deferrals in the Equity Option receive a 331/3% Company matching contribution. In order to encourage director ownership of company stock, matching contributions made after October 1, 2008 do not vest until after five years of investment or upon the directors resignation. The Equity Option mirrors the performance of the Company’s common stock. Deferrals are paid in cash upon leaving the Board in one of three ways: (1) lump sum payout; (2) five-year installments; or (3) ten-year installments. For calendar year 2009, all non-employee directors elected to defer their retainers and fees into the Equity Option.

On November 20, 2008, the Board approved a change to the vesting provisions for all past and future stock appreciation rights and stock options granted to the non-employee directors to allow exercise beginning three years after the date of grant. However, once exercised into Company common stock, the stock may not

12

be sold or transferred until the director retires or terminates his directorship on the Board. On September 24, 2009, the Board approved that upon exercise by a non-employee director of any non-qualified stock option or stock appreciation right, the non-employee director, in his or her discretion, may sell enough shares to cover current federal and state income tax obligations on the exercise of the shares.

The following table sets forth the compensation paid to non-management directors for fiscal year 2009, other than reimbursement for travel expenses.

Director Compensation

	Fees
	Earned or						All
	Paid in		Stock		Option		Other
	Cash		Awards		Awards		Compensation			Total
Name	($)		($)		($)		($)			($)
(a)	(b)		(c)		(d)		(g)(1)			(h)
Bill G. Armstrong		95,167		—		102,677		31,719			229,563
David R. Banks		88,500		—		48,220		29,497			166,217
Jack W. Goodall		91,833		—		48,220		30,608			170,661
David W. Kemper		87,000		—		106,544		28,997			222,541
Richard A. Liddy		88,500		—		32,021		29,497			150,018
Joe R. Micheletto		78,000		—		48,220		25,997			152,217
J. Patrick Mulcahy		94,500		—		90,009		31,497			216,006
William P. Stiritz		100,500		49,988		185,711		123,000	(2)		459,199
David R. Wenzel		98,500		—		123,610		32,830			254,940

(1)	This amount represents the 331/3% Company match on deferrals in the Equity Option account under the Company’s Deferred Compensation Plan for Non-Management Directors.
(2)	This includes $89,502 for the cost of Company airplane for personal use calculated on a variable basis and includinggross-up on income taxes.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Company’s Corporate Governance and Compensation Committee (the “Committee”) consists entirely of independent directors. The Committee approves the direct and indirect compensation of all corporate officers, including the named executive officers, and administers and makes awards under the Company’s stock plans. The corporate officers included in theSummary Compensation Table are referred to as the “Named Executive Officers.”

Compensation Philosophy and Objectives

The Company’s corporate officer compensation program is designed to provide a total compensation package that will attract, retain and motivate its corporate officers. Further, the Company aligns corporate officer compensation with long-term shareholder value through the use of stock awards. The Committee’s intent is to provide overall cash compensation packages that have a greater variable element than competitive norms, i.e., salaries below industry medians, augmented by performance-based annual cash bonuses and long-term stock and cash awards that, in the aggregate, provide recipients the opportunity to achieve total compensation packages that exceed industry medians. The total compensation package is designed to reward all corporate officers for improved shareholder value, compensate corporate officers for services performed during the fiscal year and provide an incentive to remain employed with the Company. At present, the Committee believes maintaining compensation of the Company’s Co-Chief Executive Officers, Messrs. Hunt and Skarie (the “Co-CEOs”), at similar levels is important to ensure retention of both Co-CEOs. The Committee generally reviews corporate officer compensation including salaries, bonuses and any long-term compensation each September near the end of the Company’s fiscal year.

Role of Executive Officers in Compensation Decisions

The Committee makes all compensation decisions for the Named Executive Officers. The Committee reviews its compensation philosophy and objectives during the fiscal year. Prior to the Committee’s September meeting, the Company’s corporate human resources group reviews published compensation surveys and publicly disclosed compensation information reported by entities within the peer group described below. The human resources group then uses the information to develop compensation ranges (salaries, bonus awards and stock awards) for positions similar to those held by the Company’s Named Executive Officers that meet our compensation philosophy. The group recommends annual adjustments to salaries for each officer ensuring that salaries are designed to take into account competitive practices at peer companies. The Company’s Co-CEOs review the recommended annual salary adjustments and the range of bonus and stock based compensation gathered by the human resources group. TheCo-CEOs provide to both the Committee’s Chairman and Watson Wyatt Worldwide (“Watson Wyatt”), the Committee’s compensation consultants, recommendations of salary adjustments, annual bonus payments, incentive awards and stock based awards for the Named Executive Officers, including the Co-CEOs. The recommendations are designed to reflect the Committee’s above described compensation philosophy. Recommendations regarding the Co-CEOs salary adjustments are based on industry and peer company surveys. Any further adjustments are made by the Committee based on Company profit performance or business unit performance. Prior to making compensation recommendations to the entire Committee, the Co-CEOs review the proposed compensation recommendations, including the input of Watson Wyatt, with the Committee’s chairman. At the September Committee meeting, the Co-CEOs also review with the Committee the performance of each corporate officer. The Committee reviews the performance of the Co-CEOs in their absence. The Committee has the full authority to exercise its discretion in modifying any recommended adjustments or awards to Named Executive Officers.

Compensation Analyses

The Committee has used Watson Wyatt as independent advisor since 2004. At that time, the Company’s Vice President of Human Resources interviewed several firms who had demonstrated experience advising compensation committees. He reviewed the firms’ qualifications with the Committee’s chairman and together,

14

agreed that Watson Wyatt would provide the Committee with the services desired. The Committee’s chairman communicates directly with Watson Wyatt regarding their analyses. Each year, the chairman requests that Watson Wyatt review the recommendations with respect to cash compensation and long-term incentive compensation. The approximate cost of Watson Wyatt’s services in 2009 related to officer compensation was $17,273.

For fiscal 2009, Watson Wyatt confirmed that total cash compensation — salary and bonus — for Named Executive Officers was slightly below market median levels (using the peer group identified in this report and published survey data). Total direct compensation (salary, bonus, present value of stock appreciation rights grants, and annualized value of restricted awards and long term incentive awards) was above market median levels. With respect to the Co-CEOs, the analysis compared their total direct compensation against that of the chief executive officers and chief operating officers at other companies using publicly available data from the peer group. Data from the peer group was also used by the Co-CEOs with respect to recommended compensation for the corporate officers.

The peer group is currently composed of 17U.S.-based public companies in the food and consumer packaged goods industries with a median revenue of approximately $3.5 billion. The companies are: TreeHouse Foods Inc.; Church & Dwight Co. Inc.; Flowers Foods, Inc.; The J.M. Smucker Company; Corn Products Intl Inc.; McCormick & Co.; Seaboard Corp.; Brown-Forman Corp.; Campbell Soup Co.; Constellation Brands, Inc.; Del Monte Foods Co.; Energizer Holdings, Inc.; The Hershey Co.; Hormel Foods Corp; Newell Rubbermaid Inc.; Spectrum Brands, Inc. and The Clorox Co. The Committee regularly reviews the composition of the peer group from time to time to determine its appropriateness. Two of the companies previously included in the peer group over the last few years have since merged or been acquired and have therefore been removed from the group.

The peer group review confirmed that the salaries of the Co-CEOs and the Named Executive Officers were generally below the median of the salary compensation paid to executives within the peer group performing similar functions as those of the Company’s Named Executive officers. However, the variable elements of compensation (cash bonuses, restricted awards and stock appreciation rights) allow the Co-CEOs and the Named Executive Officers to earn compensation that when combined with their salary, could generate total compensation at or higher than (depending on improvements in the Company’s share price) the median levels and would reflect the Company’s long-term improved performance.

Elements of Ralcorp’s Compensation Program

The Company’s compensation program is comprised of the following:

•  Base salary;

•  Annual bonuses;

•  Long-term compensation;

•  Deferred compensation; and

•  Perquisites.

Base Salary

In addition to relying on compensation analyses, when setting salaries the Committee reviews the performance during the course of a fiscal year of each Named Executive Officer. The factors considered include: profitability of business unit managed, individual performance, quality of business plans presented to the Board and ability to manage business units when faced with competitive or operating challenges. In addition, salaries are also adjusted for cost of living so amounts indicated for Mr. Van Tassel in theSummary Compensation Tablesmay be slightly higher than for other business unit presidents since Post Foods offices are located on the east coast which has a higher cost of living than the midwest. For non-operating corporate vice presidents and the Co-CEOs, overall company performance over the previous fiscal year was considered. The Committee attempts to set base salary levels at or below the median level for executives holding positions of similar responsibility and complexity at corporations as reflected in public filings and published surveys.

15

The 2009 increase in base salary on a percentage basis was above market, but given the expanded corporate officer responsibilities, the Committee felt it was appropriate. The actual salary increases still position the officers below the market median. In addition, since a key element of the Company’s growth has been successfully integrating acquisitions, with respect to the Co-CEOs, the Committee considers their leadership in connection with identifying acquisition opportunities and integrating past acquisitions. See theSummary Compensation Tablefor the 2009 base salaries of the Named Executive Officers.

Annual Bonuses

On September 24, 2009, the Committee awarded cash bonuses to all of the Named Executive Officers for the Company’s 2009 fiscal year. The amount of each bonus was based on various factors including: officer’s total compensation package; financial performance of the officer’s business unit relative to the business plan (including such measures as sales volume, revenues, costs, cash flow and operating profit); Company financial performance (including the measures of business unit operating profit with respect to division presidents and earnings per share for the Co-CEOs and Named Executive Officers who are in corporate roles, excluding the impact of losses or gains on forward sale contracts on the Company’s ownership in Vail Resorts); the officer’s individual performance (including the quality of strategic plans, organizational and management development, participation in evaluations of potential acquisitions and similar manifestations of individual performance); and the business environment for the officer’s business unit. The Committee considered recommendations of theCo-CEOs, which were based on bonus targets set prior to the beginning of the fiscal year. For the Co-CEOs, the target was 100% of base salary. For the Named Executive Officers the bonus target was 50% of their base salary. The bonus targets were set at levels the Committee deemed appropriate in light of its compensation philosophy.

After reviewing the factors identified above, the Committee approved individual bonuses based on the Committee’s judgment and discretion. With respect to the Co-CEOs and any Named Executive Officers who are in corporate functions, the determination of bonus amounts was made by giving equal weight to the Company performance factors set forth above (with earnings per share given more weight) and the Committee’s assessment of the Co-CEO’s individual performance (with identifying, negotiating and overseeing integration of acquisitions given the most weight). For Named Executive Officers who oversee an operating group the Committee gives substantially more weight to business unit performance than overall Company performance.

For the Co-CEOs, total cash compensation reflects the higher than budget Earnings Per Share (EPS) attained by the Company over the last year. Mr. Wilkinson’s salary and bonus reflect the positive results at Ralston Foods as well as Mr. Wilkinson’s outstanding leadership of the successful integration of Post Foods into Ralcorp. Mr. Van Tassel’s salary and bonus reflect the performance of Post Foods. Mr. Koulouris’s salary and bonus reflects the positive performance of the Snacks and the Sauces and Spreads divisions. The total cash compensation of the other corporate officers was based on the Company’s EPS performance as well as their continued positive contributions to the Company overall.

The final cash incentives as granted to the Named Executive Officers resulted in total cash compensation estimated to be below Ralcorp’s targeted positioning (60th percentile), and generally falling at or below the published survey median. Please see theSummary Compensation Tablefor 2009 cash bonuses awarded to each Named Executive Officer.

Long-Term Compensation

Ralcorp’s long-term compensation program is comprised of long-term equity compensation and long-term cash compensation. Long-term equity compensation currently consists of stock options, restricted stock awards and stock appreciation rights.

•  Stock options entitle the recipient to purchase a specified number of shares of the Company’s common stock after a specified period of time at an option price, which is equal to the fair market value of the common stock at the time of grant. The Committee ceased granting stock options to corporate officers in 2004.

16

•  Restricted stock awards were granted in 2004 and 2007 and provide the awardee with a long-term incentive. The restricted stock awards provide for a one-third vesting in years seven, eight and nine from the date of grant. Since vesting of these restricted awards are over a period of seven to nine years from the grant date, the 2007 awards were not considered when reviewing total compensation compared to a peer or published survey data. In 2009, the corporate officers received a one time award of restricted stock or restricted stock units, the terms of which are described below.

•  Stock appreciation rights are based on a set number of shares, and upon exercise, grantees receive the number of shares equal in value to the difference between the exercise price and the fair market value at the date of exercise, less all applicable taxes. The 2009 stock appreciation rights vest at the rate of one-third of each grant in years 2012, 2013 and 2014.

The previous stock option grants and current practice of granting stock appreciation rights ensure a corporate officer’s compensation is linked directly to shareholder value since the officer receives no benefit from the option or appreciation right unless shareholders have benefited from an appreciation in the value of the common stock. In addition, since stock options and stock appreciation rights vest serially over a period of time after the date of grant (usually three to five years), they enhance the ability of the Company to retain the corporate officer while encouraging the corporate officer to take a longer-term view on decisions impacting the Company. All stock-based compensation will vest upon a change in control, normal retirement at age 62 or age 64 (depending on awardee’s age at the time of grant), death, disability, or an involuntary termination as defined in the relevant award agreement.

On October 9, 2009, the Company granted restricted stock units (“Units”) to the Co-CEOs based on the Company’s strong performance since they took over the position of Co-CEOs in September 2003. Since 2003, the Company’s stock price has increased by 119.7% compared to 0.7% for the S&P 500 Index and 22.3% for the S&P Food Index. The Units were also granted to incent further positive performance until retirement age. The Units are subject to a performance target and continued employment. In order to receive the Units, the Company must achieve 10% compound annual growth rate (CAGR) in EPS, as determined by the Committee, over fiscal years 2010 and 2011 and each Co-CEO must still be employed by the Company at his retirement age. As part of the grant, both CEOs entered into a non-compete, non-solicit and no-hire agreement which goes into effect for a two year period after they leave the Company.

Awards of restricted stock or Units (based on the officers’ election) were also granted to corporate officers due to strong Company performance as detailed above, as well as the need to retain the officers. The awards are subject to the same 10% CAGR target. In addition, each officer must remain employed with the Company until December 31, 2013. As a condition of the award, each officer also entered into a no-hire and non-solicit agreement effective for one year upon the officer’s voluntarily ceasing employment with the Company or his termination for cause.

As in previous years, stock appreciation rights were also awarded on October 9, 2009. The amount of shares has remained relatively consistent over the last several years but the current award represented fewer shares than historical grants since it was supplemented by the grant of restricted stock/unit awards. The stock appreciation rights and restricted stock/units grants, when combined amounted to approximately the same value of stock appreciation rights granted over the past few years. Generally, the Committee does not adjust award amounts when the associated compensation expense of an award changes each year. Instead, the Committee tries to maintain a constant number of awards year over year. Maintaining the level of awards rather than decreasing the award level when compensation expense increases along with the Company’s share price, ensures that total direct compensation remains competitive, in line with the Committee’s philosophies, while encouraging recipients to drive long-term increases in our share price. The exercise price of stock appreciation rights is set at the New York Stock Exchange composite closing price for the Company’s stock on the grant date. No stock appreciation rights (or stock options) have been granted below the closing price of the Company’s stock price on the grant date. All such awards are priced only on the grant date.

In fiscal 2008, the Board approved a long-term cash incentive award for corporate officers to be paid in fiscal 2010 upon the satisfaction of certain performance objectives. The incentive provides a cash-based incentive tied to stock price improvements driven by the successful integration of the Post Foods acquisition and continued

17

improvement of existing business units. The award is designed to link management’s performance with share price targets during a two-year period. The award provides potential cash payments of $2.4 million for eachCo-CEO and $1.2 million for each corporate officer. The award would be paid on December 30, 2010 if the Company’s stock price maintained an average closing price of $85 for twenty consecutive trading days between June 1 and December 30, 2010. If the stock’s highest 20-day average price is below $85 but above $80, there would be a graduated payout between 50% of the incentive at an $80 average stock price to 100% at $85.

In addition, if the officer defers at least 50% of the incentive payout into Company common stock, they can receive a 331/3% match. To encourage retention and further share price improvements, the Company match does not vest until after five years.

Deferred Compensation & Retirement Plans

Retirement Plan

The Ralcorp Retirement Plan may provide pension benefits in the future to the Named Executive Officers. Ralcorp’s corporate officers (and other eligible employees) become vested after five years of service. In December 2003, the Company froze the level of vested pension benefits for administrative employees, including the Named Executive Officers. Therefore, accruals under the plan have ceased but employees hired before 2003, including the Named Executive Officers will receive benefits upon retiring to the extent accrued prior to December 2003. Company retirement is set at age 65.

To the extent an officer’s frozen annual retirement income benefit under the Plan exceeds limits imposed by the Internal Revenue Code, the amount in excess will be payable under the Company’s non-qualified, unfunded, non-contributory Supplemental Retirement Plan. This ensures the officers receive the same relative value compared to other employees who are not subject to the tax limits. See thePension Benefits Tablebelow for amounts payable to Named Executive Officers upon retirement.

Deferred Compensation

The Company maintains a non-qualified compensation plan which permits the deferral of all or part of an eligible employee’s bonus and up to 50% of their annual salary. Income taxes on the amounts deferred and any investment gains are deferred until distributed. Participation in the plan is not limited to Named Executive Officers.

The Company will match up to 100% of the first 6% of pay that is contributed to the Savings Investment Plan and the Deferred Compensation Plan. Generally, contributing to the Deferred Compensation Plan begins when tax code limits are met under the Savings Investment Plan. A number of investment funds are available as “benchmark” investment options. Amounts contributed continue to grow on a tax-deferred basis until distributed. We do not guaranty the rate of return of any fund. As with any deferred compensation plan, there are restrictions on deferral and distribution elections as well as potential financial exposure to changes in the Company’s financial health. These plans allow corporate officers to accumulate funds for retirement. See theNon-Qualified Deferred Compensation Tablebelow for further information.

Perquisites

Other Benefit Plans

The Company provides corporate officers with perquisites and other personal benefits that the Company and Committee believe are reasonable and consistent with the Committee’s overall compensation philosophy. These benefits help retain and attract superior employees for key positions. The Committee reviews the levels of perquisites and other benefits periodically.

In the event of death of a retired Named Executive Officer, eligible beneficiaries will be provided a death benefit in an amount equal to 50% of the earnings recognized under the Company’s benefit plans for the officer during the last full year of employment. This benefit is not presently insured or funded. The Long-Term Disability Plan is available to certain regular employees of the Company and officers must participate at their own expense in order to be eligible for the Executive Long-Term Disability Plan. The Long-Term Disability Plan imposes a limit of $10,000 per month (60% of a maximum annual salary of $200,000) on the

18

amount paid to a disabled employee. In addition, the Executive Long-Term Disability Plan provides additional benefits to the Named Executive Officers in the event they become disabled. The Executive Long-Term Disability Plan will provide a supplemental benefit equal to 60% of the difference between the corporate officer’s previous year’s earnings recognized under the Company’s benefit plans and $200,000, with appropriate taxes withheld. The supplemental benefit is grossed up for income taxes.

The Company’s Executive Health Plan provides eligible employees and their eligible dependents with supplemental health insurance coverage. The Executive Health Plan provides reimbursement for up to $10,000 per illness annually, for coveredout-of-pocket expenses not reimbursed by a Company sponsored health plan. The Committee believes this encourages the corporate officers to proactively address health issues. The Named Executive Officers are also eligible for an annual Company-paid physical exam.

The Named Executive Officers are entitled to receive reimbursement for eligible financial planning, tax and estate planning. The first year’s allowance is $7,500 ($10,000 for CEO’s) with subsequent annual allowances of $5,000 ($6,000 for CEO’s). The benefit is provided for the officers given our belief that good financial planning and tax preparation by a professional reduces the time and attention the officer would otherwise spend on their personal financial affairs and affords them more time to focus on their responsibilities with the Company.

Occasionally the Named Executive Officers and other corporate officers use Company-owned condominiums in Colorado for personal use. All income taxes for such use are paid for by the officer. In addition, the Company has fractional ownership in a corporate aircraft in which spouses and immediate family members may travel with the Named Executive Officer for business related trips. Travel by family members is subject to taxgross-ups and discussed in theSummary Compensation Tablewhere applicable. The Company’s officers do not use the corporate aircraft for personal use.

Agreements

The Company has entered into Management Continuity Agreements with all corporate officers including the Named Executive Officers. The agreement promotes stability and continuity of senior management in the event of an actual or anticipated change of control of the Company. The Board authorized these agreements in recognition of the importance to the Company and its shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. A properly designed change in control agreement protects shareholder interest by providing (i) incentives to remain with the company despite uncertainties while a transaction is under consideration or pending, (ii) assurance of severance benefits for terminated employees and (iii) access to equity components of total compensation after a change in control.

Under the agreements, the corporate officers may receive severance compensation and stock options, stock appreciation rights, restricted stock and restricted stock units all become 100% vested upon a change in control based on the Committee’s view that the company that made the original equity grant may no longer exist after a change in control and officers should not be required to have the fate of their outstanding equity tied to a new company’s performance. This allows the officer to emerge from a change of control situation as close to whole as possible without creating a windfall.

Information regarding payments under the agreements for the Named Executive Officers is provided on thePotential Payments upon Termination Tablebelow.

Deductibility of Certain Executive Compensation

A feature of the Omnibus Budget Reconciliation Act of 1993 sets a limit on deductible compensation of $1,000,000 per person, per year for the Chief Executive Officer and the next four highest-paid executives. While it is the general intention of the Committee to meet the requirements for deductibility, the Committee may, in the exercise of its judgment, approve payment of compensation from time to time that may not be fully deductible. The Committee believes this flexibility will enable it to respond to changing business conditions, or to an executive’s exceptional individual performance. The Committee will continue to review and monitor its policy with respect to the deductibility of compensation.

19

CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE REPORT

The Corporate Governance and Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management and, based on such review and discussions, the Corporate Governance and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

B. G. Armstrong —Chairman	D. R. Banks	R. A. Liddy	W. P. Stiritz
J. W. Goodall	D. W. Kemper	J. P. Mulcahy	D. R. Wenzel

20

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows information about the compensation of Ralcorp’s Co-Chief Executive Officers, the chief financial officer, and the three most highly compensated officers who were serving as executive officers at September 30, 2009. Certain columns have been omitted where inapplicable.

											Changes in
											Pension Value
											and Non-
											qualified
											Deferred
							Stock		Option		Compensation		All Other
Name and Principal			Salary		Bonus		Awards		Awards		Earnings		Compensation		Total
Position	Year		($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)(2)		(h)(3)		(i)(4)		(j)
K. J. Hunt		2009		575,000		632,500		—		—		172,223		106,687		1,486,410
Co-CEO & President		2008		500,000		550,000		—		1,778,250		—		105,969		2,934,219
		2007		470,000		467,500		1,929,000		1,590,000		21,515		56,250		4,534,265
D. P. Skarie		2009		575,000		632,500		—		—		86,523		100,008		1,969,031
Co-CEO & President		2008		500,000		550,000		—		1,778,250		—		94,028		2,922,278
		2007		470,000		467,500		1,929,000		1,590,000		39,541		56,250		4,552,291
T. G. Granneman		2009		295,000		177,000		—		—		40,053		44,259		556,312
VP & Controller		2008		253,600		146,500		—		592,750		—		18,386		1,011,236
		2007		245,000		123,000		771,600		477,000		6,395		15,055		1,638,050
R. R. Koulouris		2009		300,000		250,000		—		—		110,391		45,274		705,665
VP & President of		2008		266,500		185,000		—		592,750		—		46,369		1,090,619
Bremner Food Group, Inc., The Carriage		2007		252,200		183,000		964,500		530,000		7,811		26,112		1,963,623
House Companies, Inc. and Nutcracker Brands, Inc.
S. Van Tassel		2009		350,000		170,000		—		—		52,875		24,584		597,459
VP & President of Post		2008		—		—		—		—		—		—		—
Foods(1)		2007		—		—		—		—		—		—		—
R. D. Wilkinson		2009		315,000		250,000		—		—		66,123		23,942		655,065
VP & President		2008		283,250		196,500		—		592,750		—		13,808		1,086,308
Ralston Foods		2007		272,633		146,600		964,500		530,000		9,751		12,271		1,935,755

(1)	Mr. Van Tassel joined the company in August 2008 and became President of the Post Foods division on October 1, 2008. He resigned on November 9, 2009.
(2)	See Note 18 to the financial statements in our Annual Report onForm 10-K for assumptions made in valuing the stock appreciation rights. The Company granted annual stock appreciation rights on October 9, 2009 which was in fiscal year 2010 and will be reported in the 2010 Proxy Statement.
(3)	Amounts would normally reflect the present value of the Named Executive Officers benefits under the Ralcorp Pension Plan and the Supplemental Executive Retirement Plan. Note that the pension plans are frozen but each year the present value of the accrued pension increases actuarially because it is calculated (discounted) based on a shorter period of time between the end of each fiscal year and the assumed commencement of pension benefit payments.
(4)	Amounts shown in the “All Other Compensation” column include the sum of the following:

(a) As discussed in theCompensation Discussion and Analysis section, the company provides certain perquisites to the Named Executive Officers as follows: (i) Company paid Executive Health premiums and medical exam as follows: Mr. Hunt - $4,919; Mr. Skarie - $2,887; Mr. Granneman - $4,446;

21

Mr. Koulouris - $3,691; Mr. Van Tassel - $5,121 and Mr. Wilkinson - $3,041; (ii) Company paid cost of financial planning as follows: Mr. Hunt - $2,320; Mr. Skarie - $4,632; Mr. Koulouris - $1,425 and Mr. Wilkinson - $470; (iii) cost of spousal accompaniment on business trips (calculated on a variable basis and including the taxgross-up) Mr. Hunt - $26,997; Mr. Skarie - $20,039; Mr. Granneman - $1,294; Mr. Koulouris - $7,157 and Mr. Wilkinson - $1,530; and (iv) $11,754 for personal use of company condominium by Mr. Granneman. The incremental cost of use of the Company aircraft is calculated based on the variable costs of the Company including fuel costs, mileage, trip-related maintenance, universal weather-monitoring costs, on-board catering, landing/ramp fees and other miscellaneous variable costs. Fixed costs which do not change based on usage, such as allocated pilot salaries and the cost of maintenance not related to trips are excluded.

(b)

Amounts of Company Matching Contributions or Accruals to the Company’s Savings Investment Plan (SIP) and Executive SIP. The amounts contributed are as follows: Mr. Hunt - $72,450; Mr. Skarie - $72,450; Mr. Granneman - $26,765; Mr. Koulouris - $33,000; Mr. Van Tassel - $19,463; and Mr. Wilkinson - $18,900.

Grants of Plan-Based Awards Table

There were no grants of equity awards in fiscal 2009 to the Named Executive Officers.

On October 9, 2009 (Fiscal 2010), the Board of Directors approved the grant of Stock Appreciation Rights (SAR) to corporate officers including the Named Executive Officers as discussed in theCompensation Discussion and Analysis.The SAR awards were made under Ralcorp’s previously filed Amended and Restated 2007 Incentive Stock Plan. One third of the SAR awards become exercisable on October 9 in the following years: 2012, 2013, and 2014. The number of SARs awarded is as follows: Mr. Hunt - 37,500 shares; Mr. Skarie - 37,500 shares; Mr. Granneman - 12,500 shares; Mr. Koulouris - 12,500 shares and Mr. Wilkinson - 12,500 shares. The SARs have an exercise price of $56.27.

In addition, the Company granted the following awards: Messrs. Hunt and Skarie - 50,000 shares each of restricted stock units. Mr. Koulouris - 15,000 restricted shares/units; Mr. Wilkinson - 15,000 restricted shares/units and Mr. Granneman - 12,500 restricted shares/units. The officers can elect either (i) shares of restricted stock, or (ii) restricted stock units that are payable in shares of common stock on aone-for-one basis. Further details regarding the awards are available in theCompensation Discussion and Analysissection of this Proxy Statement.

22

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information on exercisable and unexercisable options and unvested stock awards held by the Named Executive Officers on September 30, 2009.

	OPTION AWARDS										STOCK AWARDS
														Market
											Number			Value of
	Number of			Number of							of Shares			Shares or
	Securities			Securities							or Units			Units of
	Underlying			Underlying							of Stock			Stock
	Unexercised			Unexercised			Option				That Have			That Have
	Options (#)			Options (#)			Exercise		Option		Not			Not
	Exercisable			Unexercisable			Price		Expiration		Vested (#)			Vested ($)
Name (a)	(b)			(c)			($)(e)		Date (f)		(g)			(h)
		24,549	(2)		0			24.41		1/30/2012
		30,843	(3)		0			23.37		1/29/2013
		38,553	(4)		12,852			31.42		2/4/2014		30,000	(5)		1,754,100
K. J. Hunt		46,666	(6)		23,334			42.00		9/28/2015		30,000	(8)		1,754,100
		25,000	(7)		50,000			48.99		9/27/2016
		0	(9)		75,000			56.56		9/26/2017
		0	(10)		75,000			66.07		9/24/2018
		23,787	(1)		0			18.00		2/25/2011
		30,843	(2)		0			24.41		1/30/2012
		30,843	(3)		0			23.37		1/29/2013
D. P. Skarie		38,553	(4)		12,852			31.42		2/4/2014		17,265	(5)		1,009,485
		46,666	(6)		23,334			42.00		9/28/2015		30,000	(8)		1,754,100
		25,000	(7)		50,000			48.99		9/27/2016
		0	(9)		75,000			56.56		9/26/2017
		0	(10)		75,000			66.07		9/24/2018
		13,562	(1)		0			18.00		2/25/2011
		20,562	(2)		0			24.41		1/30/2012
		20,562	(3)		0			23.37		1/29/2013
T. G. Granneman		15,421	(4)		5,141			31.42		2/4/2014		12,000	(5)		701,640
		13,333	(6)		6,667			42.00		9/28/2015		12,000	(8)		701,640
		7,500	(7)		15,000			48.99		9/27/2016
		0	(9)		22,500			56.56		9/26/2017
		0	(10)		25,000			66.07		9/24/2018
		2,807	(1)		0			18.00		2/25/2011
		7,197	(2)		0			24.41		1/30/2012
		6,169	(3)		0			23.37		1/29/2013
R. R. Koulouris		17,734	(4)		5,912			31.42		2/4/2014		15,000	(5)		877,050
		15,333	(6)		7,667			42.00		9/28/2015		15,000	(8)		877,050
		8,333	(7)		16,667			48.99		9/27/2016
		0	(9)		25,000			56.56		9/26/2017
		0	(10)		25,000			66.07		9/24/2018
S. Van Tassel						(12)						4,000	(11)		233,880
		0	(10)		25,000			66.07		9/24/2018			(12)
		5,912	(3)		0			23.37		1/29/2013
		17,734	(4)		0			31.42		2/4/2014		15,000	(5)		877,050
R. D. Wilkinson		15,333	(6)		7,667			42.00		9/28/2015		15,000	(8)		877,050
		8,333	(7)		16,667			48.99		9/27/2016
		0	(9)		25,000			56.56		9/26/2017
		0	(10)		25,000			66.07		9/24/2018

(1)	Non-qualified stock options; exercisable at a rate of 25% on February 26, 2004, 2005, 2006 and 2007.
(2)	Non-qualified stock options; exercisable at a rate of 25% on January 31, 2005, 2006, 2007 and 2008.

23

(3)	Non-qualified stock options; exercisable at a rate of 25% on January 30, 2006, 2007, 2008 and 2009.
(4)	Non-qualified stock options; exercisable at a rate of 25% on February 5, 2007, 2008, 2009 and 2010.
(5)	Restricted stock award; restrictions lapse at a rate of 331/3% on September 23, 2011, 2012 and 2013.
(6)	Stock appreciation rights; exercisable at a rate of 331/3% on September 29, 2008, 2009 and 2010.
(7)	Stock appreciation rights; exercisable at a rate of 331/3% on September 28, 2009, 2010 and 2011.
(8)	Restricted stock award; restrictions lapse at a rate of 331/3% on March 30, 2014, 2015 and 2016.
(9)	Stock appreciation rights; exercisable at a rate of 331/3% on September 27, 2010, 2011 and 2012.
(10)	Stock appreciation rights; exercisable at a rate of 331/3% on September 25, 2011, 2012 and 2013.
(11)	Restricted stock award; restrictions lapse on August 4, 2011.
(12)	Due to Mr. Van Tassel’s resignation from the Company, his restricted shares become released from restrictions and his SARs become fully exercisable on January 1, 2010.

Option Exercises and Stock Vested Table

The following table provides information on an aggregate basis, about stock options that were exercised and stock awards that vested during the fiscal year ended September 30, 2009 for each of the Named Executive Officers.

	OPTION AWARDS				STOCK AWARDS
					Number of
	Number of		Value		Shares		Value
	Shares		Realized		Acquired		Realized
	Acquired		on		on		on
	on Exercise		Exercise		Vesting		Vesting
Name	(#)		($)		(#)		($)
(a)	(b)		(c)		(d)		(e)
K. J. Hunt		12,000		564,000
		1,566		65,772
		9,640		404,880
		3,794		135,028		0		0
D. P. Skarie		5,000		241,400
		6,646		268,757
		1,501		65,158
		3,499		151,892		0		0
T. G. Granneman		2,000		92,000
		10,281		473,646
		5,000		223,244		0		0
		6,000		277,680
R. R. Koulouris		3,600		172,800
		790		40,290		0		0
S. Van Tassel		0		0		0		0
		5,912		277,864
R. D. Wilkinson		23,646		959,791
		17,734		738,266		0		0

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EXECUTIVE BENEFITS

Retirement Plan

The Ralcorp Retirement Plan may provide pension benefits in the future to the Named Executive Officers. Executive officers (and other eligible employees) become vested after five years of service. In December 2003, the Company froze the level of vested pension benefits for administrative employees, including the Named Executive Officers. Therefore, accruals under the plan have ceased but employees hired before 2003, including the Named Executive Officers will receive benefits upon retiring to the extent accrued prior to December 2003. Normal company retirement is set at age 65 under the plan.

Annual benefits are computed by multiplying the participant’s final average earnings (average of participant’s five highest consecutive annual earnings during ten years prior to retirements or earlier termination) by the product of 1.5% times the participant’s years of service (to a maximum of 40 years) and by subtracting from that amount up to one-half of the participant’s primary social security benefit at retirement (with the actual amount of offset determined by age and years of service at retirement). To the extent an officer’s frozen annual retirement income benefit under the Plan exceeds limits imposed by the Internal Revenue Code, the amount in excess will be payable under the Company’s non-qualified, unfunded, non-contributory Supplemental Retirement Plan. The formula used is the same formula described above. See the Pension Benefits table below for amounts payable to Named Executive Officers upon retirement. Credited service includes service with Ralston Purina Company, the Company’s former parent corporation.

The following table shows the estimated annual retirement benefits that would be payable from the Retirement Plan to salaried employees, including the Named Executive Officers, assuming age 65 retirement and five-year certain payment option. To the extent an employee’s compensation or benefits exceed certain limits imposed by the Internal Revenue Code of 1986, as amended, the table also includes benefits payable from an unfunded supplemental retirement plan. The table reflects benefits prior to the subtraction of social security benefits as described above. Effective December 31, 2003, the Company froze retirement benefits for administrative employees including corporate officers. Consequently, they no longer accrue defined pension benefits.

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Pension Benefits Table

		Number				Payments
		of		Present		During
		Years		Value of		Last
		Credited		Accumulated		Fiscal
		Service		Benefit		Year
Name	Plan Name	(#)		($)		($)
(a)	(b)	(c) (1)		(d) (2)		(e)
	Ralcorp Holdings, Inc.
K. J. Hunt	Retirement Plan
			18		432,272		0
	Ralcorp Holdings, Inc. Supplemental Executive Retirement Plan				340,716
D. P. Skarie	Ralcorp Holdings, Inc. Retirement Plan
			18		546,053		0
	Ralcorp Holdings, Inc. Supplemental Executive Retirement Plan				390,095
T. G. Granneman	Ralcorp Holdings, Inc. Retirement Plan
			7		178,984		0
	Ralcorp Holdings, Inc. Supplemental Executive Retirement Plan				19,704
R. R. Koulouris	Ralcorp Holdings, Inc. Retirement Plan		24		390,480		0
	Ralcorp Holdings, Inc. Supplemental Executive Retirement Plan				20,715
	Ralcorp Holdings, Inc.
S. Van Tassel(3)	Retirement Plan
			11		34,563		0
	Ralcorp Holdings, Inc. Supplemental Executive Retirement Plan				30,552
	Ralcorp Holdings, Inc.
R. D. Wilkinson	Retirement Plan
			8		211,566		0
	Ralcorp Holdings, Inc. Supplemental Executive Retirement Plan				105,331

(1)	Number of years of credited service is as of December 2003 and includes the number of years the officer worked at Ralston Purina Company, Ralcorp’s former parent company. In December 2003, the Company froze the level of vested pension benefits for administrative employees, including the Named Executive Officers.
(2)	Present value is determined as described in the section “Critical Accounting Policies and Estimates” in our Annual Report onForm 10-K for the year ended September 30, 2009.
(3)	Mr. Van Tassel receives a pension benefit based on his service at Kraft Foods Inc., prior to the acquisition of Post Foods and as required pursuant to the acquisition agreement between Kraft and Ralcorp.

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Non-Qualified Deferred Compensation Table

Ralcorp’s Incentive Stock Plan provides for deferred compensation plans for non-management directors and key employees, as well as an Executive Savings Investment Plan.

Under the Deferred Compensation Plan for Key Employees, eligible employees may elect to defer payment of all or a portion of their bonus until some later date. Deferrals may be made in Ralcorp common stock equivalents (Equity Option) or in cash under a number of funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives (Vanguard Funds). Under this plan, deferrals into the Equity Option are distributed in Ralcorp stock, while deferrals into the Vanguard Funds are distributed in cash.

The Executive Savings Investment Plan allows eligible employees to defer up to 44% of their cash compensation. Once they have reached the legislated maximum annual pre-tax contribution to the Company’s Savings Investment Plan (401(k)) or their compensation exceeds the legislated maximum compensation that can be recognized under that plan, they are eligible to defer an additional 2% to 6% of their cash compensation, a portion of which receives a Company matching contribution that vests at a rate of 25% for each year of Company service. Deferrals may be made in the Equity Option or in the Vanguard Funds. Under this plan, deferrals into the Equity Option are distributed in Ralcorp stock, while deferrals into the Vanguard Funds are distributed in cash.

					Aggregate				Aggregate
			Registrant		Earnings		Aggregate		Balance
	Executive		Contributions		in Last		Withdrawals/		at Last
	Contributions		in Last FY		FY		Distributions		FYE
Name	in Last FY		($)		($)		($)		($)
(a)	($) (b) (1)		(c) (2)		(d) (3)		(e)		(f)
K. J. Hunt		63,244		57,750		—		0		946,882
D. P. Skarie		63,230		57,750		10,600		0		2,030,782
T. G. Granneman		182,039		12,065		8,246		0		1,209,263
R. R. Koulouris		86,430		18,300		—		0		463,928
S. Van Tassel		11,250		8,438		—		0		19,657
R. D. Wilkinson		257,839		3,671		—		0		1,508,974

(1)	These amounts reflect deferrals into the Executive Savings Investment Plan (Executive SIP). The amount for Mr. Wilkinson also includes the deferral of 100% of his fiscal 2009 bonus (as detailed in theSummary Compensation Tableabove) into the Deferred Compensation Plan for Key Employees.
(2)	These amounts are included in the “All Other Compensation” column of theSummary Compensation Tableand reflect Ralcorp matching contributions to the Executive SIP contributions only.
(3)	The earnings on deferrals in the Executive SIP and the Deferred Compensation Plan for fiscal 2009 were negative for the following Named Executive Officers: Mr. Hunt - ($205,342); Mr. Koulouris - ($16,773); Mr. Van Tassel - ($31) and Mr. Wilkinson - ($7,848).

27

EXECUTIVE AGREEMENTS

The Company has Management Continuity Agreements with the Named Executive Officers and its other corporate officers. As discussed in theCompensation Discussion and Analysissection of this proxy, these agreements are meant to promote the stability and continuity of senior management in the event of an actual or anticipated change in control.

The agreements provide severance compensation to each corporate officer in the event of the officer’s voluntary or involuntary termination after a change in control of the Company. A change in control occurs upon (i) the acquisition by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, of beneficial ownership of (x) 50% or more of the aggregate voting power of the then outstanding shares of Company common stock, other than acquisitions by the Company or any of its subsidiaries or any employee benefit plan of the Company or any entity holding stock for or pursuant to the terms of any such plan, or (y) all, or substantially all, of the assets of the Company or its subsidiaries taken as a whole; or (ii) individuals who would have qualified as continuing directors shall have ceased for any reason to constitute at least a majority of the Board of Directors of the Company. A change in control does not include a transaction pursuant to which a third party acquires one or more businesses of the Company by acquiring all of the Company’s common stock while leaving the Company’s remaining businesses in a separate public company (commonly known as a “Morris Trust” transaction), unless the businesses so acquired constitute all or substantially all of the Company’s businesses.

In the event of a change in control, the compensation provided would be in the form of a lump sum payment equal to the present value of continuing the officer’s salary and bonus for a specified period following the officer’s termination of employment, and the continuation of other executive benefits for the same period. The applicable payment periods are determined as follows:

•  3 years in the event of an involuntary termination of employment (including a constructive termination i.e., resignation after a material demotion, or a deduction in pay) that occurs at any time during the first or second year following the change in control;

•  2 years in the event of an involuntary termination that occurs within 3 years of a change in control;

•  2 years in the event of a voluntary termination that occurs within 6 months of a change in control; and

•  1 year (2 years for a CEO) in the event of any other voluntary termination of employment occurring between 6 months and 2 years following the change in control.

The Named Executive Officer would also be eligible to receive the following severance benefits: (i) continuation during the applicable period of the officer’s participation in each life, health, accident and disability plan in which the officer was entitled to participate immediately prior to the change in control, (ii) payment in lump sum in cash of the present value of the benefits under the Retirement Plan and Supplemental Plan, (iii) payment of any actual costs and expenses of litigation incurred by the officer and (iv) payment of up to $20,000 of costs or expenses incurred for outplacement assistance.

Payments will be delayed for a period of six months in the event the officer is determined to be a “specified employee” for purposes of Section 409A of the Internal Revenue Code. No payments would be made if the officer’s termination is due to death, disability or normal retirement, or is “for cause,” defined as the continued failure by the officer to devote reasonable time and effort to the performance of his duties (other than a failure resulting from his incapacity due to physical or mental illness); or (ii) the officer’s willfully engaging in misconduct which is materially injurious to the Company; or (iii) the officer’s conviction of a felony or a crime involving moral turpitude.

In addition, no payments would continue beyond the officer’s normal retirement date. Ralcorp contracts governing stock options, stock appreciation rights and restricted stock provide that upon a change in control of the Company, any unexercised, unvested, unearned restricted or unpaid shares become 100% vested. The Management Continuity Agreements provide that executives shall be indemnified from any tax under Section 4999 and Section 280G of the Code that is attributable to a parachute payment under the Code and any tax upon the payment of such amounts. In addition, vesting of stock-based incentive compensation awards

28

accelerate upon a change of control and all nonqualified deferred compensation earned by the executive will be subject to payment upon termination.

The agreements also contain provisions relating to non-competition, non-solicitation of the Company’s employees and protection of the Company’s confidential information which become effective once the officer becomes eligible for payments under these agreements.

Potential Payments Upon Termination Table

The table below sets forth estimates of the amounts to which each Named Executive Officer would be entitled, other than accrued but unpaid base salary and benefits payable under broad based employee benefit plans and programs in the event of the involuntary termination of the officer’s employment due to a change in control occurring on September 30, 2009. We have assumed the maximum applicable payment period of three years.

					Health Benefits (2)						Insurance (3)
			Value of
			Stock and
	Cash		Long
	(salary		Term								Group		Long		Voluntary				Excise Tax
	and		Cash								Life		Term		Personal		Outplacement		and
	bonus)		Awards		Medical		Dental		Vision		Insurance		Disability		Accident		Assistance		Gross-Up
Name	$(1)		($)(4)		($)		($)		($)		($)		($)		($)		($)		($)		Total
K. J. Hunt		3,622,500		12,464,154		42,372		1,989		—		12,885		2,130		792		20,000		3,098,000		19,264,822
D. P. Skarie		3,622,500		13,641,187		33,561		1,989		—		4,587		2,130		243		20,000		3,085,000		20,411,197
T. G. Granneman		1,416,000		6,535,474		38,433		1,989		—		10,356		2,130		159		20,000		1,306,000		9,330,541
R. R. Koulouris		1,650,000		6,665,869		49,317		2,802		—		9,141		2,130		792		20,000		1,474,000		9,874,051
S. Van Tassel		1,560,000		1,638,525		56,127		2,802		684		1,529		2,130		486		20,000		848,665		4,130,948
R. D. Wilkinson		1,695,000		5,037,472		36,738		1,989		399		4,587		2,130		390		20,000		—		6,798,705

(1)	Above amount is base salary and bonus payment for fiscal year 2009.
(2)	Health benefits amounts are company estimated annual costs of providing the benefits over the applicable payment period.
(3)	Disability and insurance payments are calculated over the applicable payment period.
(4)	All stock and option awards and cash based long-term incentive awards were valued at the Ralcorp closing share price on September 30, 2009.
(5)	Calculations to estimate the excise tax due under 280G are complex and reflect a number of assumptions including that achange-in-control occurred on September 30, 2009 at the closing share price on that date and that each Named Executive Officer’s employment is involuntarily terminated on that date.

29

Normal Retirement or Involuntary Termination

In the event a Named Executive Officer retires at or after age 62 (or age 64, depending on the age of the officer on the date of the grant) or is involuntarily terminated (other than for a termination for cause) all stock awards will immediately vest. Stock options and stock appreciation rights will remain exercisable thereafter until the earlier of the following to occur: Three years from the date of normal retirement or involuntary termination; or the expiration of the award under its terms. See the above table for the value of stock and option awards at termination. Upon voluntary termination, involuntary termination or retirement, the Named Executive Officer receives their vested retirement benefits (pension payments, 401(k) balances and deferred compensation balances) described in previous sections.

EQUITY COMPENSATION PLAN INFORMATION
FOR FISCAL YEAR END

						(c)
						Number of
						Securities
						Remaining
						Available for
						Future Issuance
				(b)		Under Equity
				Weighted		Compensation
	(a)			Average of		Plans
	Number of Securities to be			Exercise Price		(Excluding
	Issued Upon Exercise of			of Outstanding		Securities
	Outstanding Options and			Options and		Reflected in
Plan Category	Rights			Rights ($)		Column a)
Equity compensation plans approved by security holders		1,195,303	(1)		45.54		2,238,407	(2)
Equity compensation plans not approved by security holders		0			0		0
Total		1,195,303					2,238,407

(1)	The number in this column includes 1,012,614 shares of outstanding non-qualified stock options. Also included in this number is 182,691 shares of common stock that would be issued upon exercise of the 1,818,335 stock appreciation rights awarded in 2005, 2006, 2007, 2008 and 2009, based on the Company’s closing stock price on September 30, 2009.
(2)	Of this number, approximately 182,691 shares are reserved for issuance upon the exercise of the 1,818,335 stock appreciation rights awarded in 2005, 2006, 2007, 2008 and 2009. In addition, approximately 42,700 shares of this number are reserved for issuance under the Equity Option of the Company’s Deferred Compensation Plan for Key Employees.

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Item 2 on Proxy Card

The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2009, and the Board of Directors has directed that management submit the appointment of independent accountants for ratification by the shareholders at the annual meeting. PricewaterhouseCoopers LLP has served as Ralcorp’s independent accountants since 1994. A representative of PricewaterhouseCoopers LLP is expected to be present at the annual meeting.

Neither the Company’s Bylaws nor other governing documents or law require shareholder ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors. However, the submission of appointment of PricewaterhouseCoopers LLP to the shareholders for ratification is a matter of

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good corporate practice. If the shareholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if they determine that such a change would be in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2, RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted previously, the Corporate Governance and Compensation Committee is currently composed of Messrs. Armstrong, Banks, Goodall, Kemper, Liddy, Mulcahy, Stiritz and Wenzel. There are no relationships involving the members of the Corporate Governance and Compensation Committee or the executive officers of Ralcorp that are required to be disclosed under Item 402(j) ofRegulation S-K.

AUDIT COMMITTEE REPORT

The Board has determined, in its judgment, that the Audit Committee is comprised solely of independent directors as defined in the NYSE listing standards,Rule 10A-3 of the Securities Exchange Act of 1934 and the Company’s Corporate Governance Guidelines. The Audit Committee operates under a written charter, adopted by the entire Board, which is available on the Company’s website at www.ralcorp.com/corporategovernance.

Management is responsible for the Company’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. PricewaterhouseCoopers LLP, the Company’s independent accountants, are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Company’s internal auditors, supplemented by Ernst & Young, LLP assists the Audit Committee with its responsibility to monitor and oversee the financial reporting process and internal controls. The Committee discussed with the Company’s internal auditors and independent accountants the overall scopes and plans for their respective audits. The Committee met, at least quarterly, with the internal auditors and independent accountants, with and without management present, and discussed the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

With respect to the Company’s audited financial statements for the Company’s fiscal year ended September 30, 2009, management of the Company has represented to the Committee that the financial statements were prepared in accordance with generally accepted accounting principles and the Committee has reviewed and discussed those financial statements with management. The Audit Committee has also discussed with PricewaterhouseCoopers LLP, the matters required to be discussed by PCAOB AU Section 380 (Communication with Audit Committees) as modified or supplemented.

The Audit Committee has received the written disclosures from PricewaterhouseCoopers LLP required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence), as modified or supplemented, and has discussed the independence of PricewaterhouseCoopers LLP with members of that firm.

Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited consolidated financial statements for the fiscal year ended September 30, 2009, be included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission for that year.

D. R. Wenzel — Chairman	D. R. Banks	D. W. Kemper	J. P. Mulcahy
B. G. Armstrong	J. W. Goodall	R. A. Liddy	J. R. Micheletto

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to the Company’s code of ethics and code of conduct for directors, each director and corporate officer has an obligation not to engage in any transaction that could be deemed a conflict of interest. Our directors may not engage in any transaction that could impact their independence on the Board

The Audit Committee is responsible for approving and ratifying related party transactions. The Audit Committee reviews the material facts of all interested transactions that require the Audit Committee’s approval and either approves or disapproves of the entry into the interested transaction. In the event management, in the normal course of reviewing payable records, determines an interested transaction exists which was not approved by the Audit Committee, management will present the transaction to the Audit Committee for consideration.

The Audit Committee has adopted standing pre-approval of certain transactions in which an officer or director may have an interest including (i) transactions involving competitive bids, (ii) certain charitable contributions, and (iii) certain banking related services. The Committee believes these transactions are immaterial to the Company and any director or officer. No director may participate in the approval of an interested transaction for which he or she is a related party. If an interested transaction will be ongoing, the Audit Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the related party.

Mr. Kemper is Chairman, President and Chief Executive Officer of Commerce Bancshares, Inc., which is one of fifteen banks that participate in the Company’s committed credit facility and one of twelve banks that participated in the Company’s term loan facility. Commerce Bancshares’ lending commitment under our current facility in fiscal 2009 was limited to $9 million out of a total syndicate commitment of $400 million. Its lending commitment under the term loan facility was originally $6 million out of a total syndicate commitment of $200 million. Aggregate commitments under the term loan facility were reduced by $2.5 million at the end of each of Ralcorp’s first, second and third fiscal quarters and Commerce Bancshares’ commitment was reduced pro rata. The term loan facility was paid off and terminated in September, 2009. During the fiscal year, the Company paid approximately $205,000 in interest to Commerce Bancshares, Inc. The Board and the Audit Committee do not believe Mr. Kemper has a material interest in the transactions between the Company and Commerce Bancshares, Inc. These transactions are disclosed on a voluntary basis.

OTHER MATTERS

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP acted as Ralcorp’s independent registered public accounting firm for fiscal year 2009 and has served in that capacity since 1994. The Board, upon the recommendation of the Audit Committee, appointed PricewaterhouseCoopers LLP as independent accountants for the current fiscal year. A representative of that firm will be present at the annual meeting, will have an opportunity to make a statement, if they desire, and will be available to respond to appropriate questions.

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Fees Paid to PricewaterhouseCoopers LLP

The following fees were paid for audit services rendered in conjunction with reviewing and auditing the Company’s fiscal years 2008 and 2009 financial statements, and for other services during those fiscal years:

	FY 2008		FY 2009
Audit Fees (1)	$	1,321,250	$	1,467,252
Audit-Related Fees (2)	$	295,000	$	79,485
Tax Fees	$	0	$	0
All Other Fees (3)	$	1,500	$	1,500

(1)	The “Audit Fees” do not include out of pocket expenses in the amount of $82,000 and $67,393 for fiscal years 2008 and 2009, respectively.
(2)	The “Audit-Related Fees” paid for fiscal year 2009 was comprised of the following: (a) Review of due diligence materials in connection with the Harvest Manor acquisition; and (b) Preparation of comfort letter related to the $300 million senior notes offering.
(3)	“All Other Fees” was an amount paid for the use of a proprietary accounting research database.

With regard to the fees listed above, the Audit Committee has considered whether the provision by PricewaterhouseCoopers LLP of services other than audit services is compatible with its ability to maintain its independence. Regardless of the size or nature of the other services, if any, to be provided, it is the Audit Committee’s policy and practice to approve any services not under the heading “Audit Fees” before any such other services are undertaken. The audit performed on behalf of the Company was staffed primarily byfull-time, permanent employees of PricewaterhouseCoopers LLP.

Proxy Solicitation

Ralcorp has paid certain entities for assistance with preparing this proxy statement and the proxy card. Ralcorp will also pay for the solicitation of proxies. The Company hired Georgeson Shareholder Communications Inc. to assist in the solicitation of proxies for a fee of $10,000 plus expenses. Ralcorp will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for costs, including postage and handling, reasonably incurred by them in sending proxy materials to the beneficial owners of Ralcorp’s common stock. In addition to the standard mail, employees of the Company may make proxy solicitations via telephone or personal contact.

Section 16(a) Beneficial Ownership Reporting Compliance

Executive officers and directors of Ralcorp are required under the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership of Ralcorp common stock with the Securities and Exchange Commission and the New York Stock Exchange. Copies of those reports must also be furnished to Ralcorp.

Based solely on a review of copies of those reports, other documents furnished to Ralcorp and written representations that no other reports were required, Ralcorp believes that all filing requirements applicable to officers and directors have been complied with during the preceding fiscal year. For fiscal 2009, two Section 16 reports for Charles Huber and David Skarie were deemed late filed due to technical errors transmitting via EDGAR on November 19, 2008.

Shareholder Proposals for 2011 Meeting

Under the Company’s Bylaws, shareholders who desire to nominate a director or present any other business at an annual meeting of shareholders must follow certain procedures. Generally, to be considered at the 2010 annual meeting of shareholders, a shareholder nomination or proposal not to be included in the proxy statement and notice of meeting must be received by the Company’s Secretary between October 28, 2010, and November 26, 2010. However, if the shareholder desires that the proposal be included in the Company’s proxy statement and notice of meeting for the 2010 annual meeting of shareholders then it must be received by the

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Secretary of the Company no later than August 20, 2010 and must also comply in all respects with the rules and regulations of the SEC and the laws of the State of Missouri. A copy of the Bylaws will be furnished to any shareholder without charge upon written request to the Company’s Secretary.

Form 10-K and Other Filings

Upon written request and at no charge, the Company will provide a copy of any of its filings with the Securities and Exchange Commission (SEC), including its Annual Report onForm 10-K, with financial statements and schedules for its most recent fiscal year. The Company may impose a reasonable fee for expenses associated with providing copies of separate exhibits to the report when such exhibits are requested. These documents are also available on the Company’s website at www.ralcorp.com, and the SEC’s website at www.sec.gov.

Householding

SEC rules allow delivery of a single annual report and proxy statement to households at which two or more shareholders reside. Accordingly, shareholders sharing an address who have been previously notified by their broker or its intermediary will receive only one copy of the annual report and proxy statement, unless the shareholder has provided contrary instructions. Individual proxy cards or voting instruction forms (or electronic voting facilities) will, however, continue to be provided for each shareholder account. This procedure, referred to as “householding,” reduces the volume of duplicate information received by shareholders, as well as the Company’s expenses. Shareholders having multiple accounts may have received householding notifications from their respective brokers and, consequently, such shareholders may receive only one proxy statement and annual report. Shareholders who prefer to receive separate copies of the proxy statement and annual report, either now or in the future, may request to receive separate copies of the proxy statement and annual report by notifying the Company’s Secretary. Shareholders currently sharing an address with another shareholder who wish to have only one proxy statement and annual report delivered to the household in the future should also contact the Company’s Secretary.

Notices, Requests or Communications with Directors

Any notice or request discussed above, or any communication intended for any member or members of the Company’s Board of Directors, should be directed to the Company’s Secretary, Ralcorp Holdings, Inc., P.O. Box 618, St. Louis, Missouri63188-0618. The Company’s Secretary will forward the communication to the designated member or members of the Company’s Board of Directors.

We maintain a confidential telephone number and post office box through which you can send concerns regarding accounting matters or business practices. The toll-free number in the U.S. is1-800-877-7055 or if you prefer, you may write to: Corporate Vice President and Controller, Ralcorp Holdings, Inc., P.O. Box 618, St. Louis, Missouri63188-0618.

By Order of the Board of Directors,

Gregory A. Billhartz

Secretary

November 30, 2009

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. NNNNNNNNNNNN Annual Meeting Admission Ticket NNNNNNNNNNNNNNN C123456789

000004 000000000.000000 ext 000000000.000000 ext NNNNNNNNN 000000000.000000 ext 000000000.000000 ext

MR A SAMPLE DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext ADD 1 Electronic Voting Instructions ADD 2 ADD 3 You can vote by Internet or telephone! ADD 4 Available 24 hours a day, 7 days a week! ADD 5 Instead of mailing your proxy, you may choose one of the two voting ADD 6 methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on January 26, 2010. Vote by Internet · Log on to the Internet and go to www.investorvote.com · Follow the steps outlined on the secured website. Vote by telephone · Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Using a black ink pen, mark your votes with an X as shown in X• Follow the instructions provided by the recorded message. this example. Please do not write outside the designated areas. Annual Meeting Proxy Card 123456 C0123456789 12345

3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3

A Proposals — The Board of Directors recommends a vote FOR the listed nominees and FOR Item No. 2. 1. Election of Directors: For Withhold For Withhold For Withhold + 01 — Bill G. Armstrong 02 — J. Patrick Mulcahy 03 — William P. Stiritz For Against Abstain 2. Ratification of PricewaterhouseCoopers LLP as Ralcorp Holdings Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2010. B Non-Voting Items Change of Address — Please print new address below. Annual Report Meeting Attendance Mark here to discontinue Mark box to the right if Annual Report mailing for you plan to attend the this account (for multiple Annual Meeting. account holders only). C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name appear(s) hereon. Joint owners should sign. When signing as attorney, executor, administrator, trustee or guardian, please provide your FULL title as such. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NNNNNNN1 U P X 0 2 3 7 0 8 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + <STOCK#> 01478B

. IMPORTANT PLEASE VOTE YOUR PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL MAILINGS. IF YOU REQUIRE SPECIAL ARRANGEMENTS TO PARTICIPATE AT THIS MEETING, PLEASE CONTACT THE COMPANY’S SHAREHOLDER SERVICES DEPARTMENT AT (314) 877-7046 PRIOR TO THE MEETING. FOR PRE-REGISTRATION, PLEASE SIGN BELOW. PRESENT THIS CARD AT THE ENTRANCE TO THE MEETING ROOM. RALCORP HOLDINGS, INC. 2010 ANNUAL MEETING OF SHAREHOLDERS

BANK OF AMERICA PLAZA 800 MARKET ST., 26TH FLOOR,

ST. LOUIS, MISSOURI TUESDAY, JANUARY 26, 2010, AT 8:30 A.M. SIGNATURE Upon arrival, please present this admission ticket and photo identification at the registration desk.

3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3

PROXY/VOTING INSTRUCTION CARD — RALCORP HOLDINGS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF RALCORP HOLDINGS, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 2010 AT 8:30 A.M. BANK OF AMERICA PLAZA, 800 MARKET ST., 26TH FLOOR, ST. LOUIS, MISSOURI The undersigned appoints K. J. Hunt, D. P. Skarie and G. A. Billhartz, and each of them, lawful attorneys and proxies of the undersigned, with power of substitution, to represent the undersigned at the Annual Meeting of Shareholders of Ralcorp Holdings, Inc., to be held on January 26, 2010 and at any adjournment or postponement thereof, and to vote in accordance with the instructions on the reverse side, shares of Common Stock of the Company which the undersigned is entitled to vote. Trustee’s Authorization. The undersigned also authorizes Vanguard Fiduciary Trust Company to vote any shares of Common Stock of the Company credited to the undersigned’s account under the Ralcorp Holdings, Inc. Savings Investment Plan at the Annual Meeting of Shareholders in accordance with the instructions on the reverse side. THE PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE AND IN THEIR DISCRETION ON ALL OTHER MATTERS COMING BEFORE THE MEETING. IF NO DIRECTION IS MADE, THE PROXIES WILL VOTE “FOR” ALL NOMINEES LISTED ON THE REVERSE SIDE AND “FOR” ITEM NO. 2. If you vote by telephone or the Internet, please DO NOT mail back this proxy card. IMPORTANT-PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY. (Continued and to be dated and signed on reverse side.)