Deferred Compensation Plan

Third Amendment to the Post Holdings, Inc. Deferred Compensation Plan for Key Employees


Exhibit 10.29

THIRD AMENDMENT TO THE POST HOLDINGS, INC.
DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES

WHEREAS, Post Holdings, Inc. previously adopted the Post Holdings, Inc. Deferred Compensation Plan for Key Employees (“Plan”);
WHEREAS, the Plan may be amended pursuant to Article VIII of the Plan; and
WHEREAS, the Company desires to make certain clarifying changes under the Plan;
NOW, THEREFORE, effective January 29, 2013, the Plan is amended as follows:
1.    Section 3.5(a) is clarified by adding the following to the end thereof:
Notwithstanding anything herein to the contrary, in no event shall a Company matching contribution be made with respect to a deferral that was initially credited to a Fund other than the Post Holdings, Inc. Common Stock Fund, including any amount transferred from another Fund into the Post Holdings, Inc. Common Stock Fund.
2.    Section 3.5(e) is amended to read as follows:
(e) Change in Control. Upon a Change in Control, all amounts deemed to be invested in the Post Holdings, Inc. Common Stock Fund shall be immediately converted to a Fund that is a target retirement fund.
3.    Section 4.1 is amended to replace the first two sentences thereof with the following:
Except for short-term deferrals described in Section 3.2(a) and Company Matching Contributions described in Section 3.5, the rate at which earnings and losses shall be credited to a Participant’s Account shall be determined in accordance with one or more Funds selected by the Participant; if a Participant does not select a Fund, the Fund applicable for that Participant shall be the Fund that is a target retirement fund. Short-term deferrals shall be credited earnings at the rate of the Fund which is a target retirement fund.
4.    Section 4.1 is amended to add the following to the end thereof:
Notwithstanding anything herein to the contrary, in the event that the Ralcorp Holdings, Inc. stock Fund is removed, a Fund selected by the Employee Benefit Trustees Committee as a target retirement fund shall apply in its place until the Participant elects a replacement Fund in accordance with such procedures as may be required under the terms of the Plan and as otherwise may be determined by the Committee.




IN WITNESS WHEREOF, this amendment has been executed this 29 day of January, 2013.
 
 
 
 
 
 
 
By:
 
 
Chairman and Chief Executive Officer