0001029506-05-000038 Sample Contracts

GRANTED JUNE 29, 2005
Restricted Stock Award Agreement • August 9th, 2005 • Ralcorp Holdings Inc /Mo • Grain mill products

Ralcorp Holdings, Inc. (the "Company"), pursuant to its 2002 Incentive Stock Plan (the "Plan"), grants to Richard G. Scalise (the "Recipient") a Restricted Stock Award of 7,500 shares of its $.01 par value Common Stock. The Award is subject to the provisions of the Plan and to the following terms and conditions:

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