RALCORP HOLDINGS INC /MO
EXECUTIVE SAVINGS INVESTMENT PLAN
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<TYPE>EX-10.28
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<FILENAME>ex-1028.txt
<DESCRIPTION>EXECUTIVE SAVINGS INVESTMENT PLAN
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                             RALCORP HOLDINGS, INC.

                        EXECUTIVE SAVINGS INVESTMENT PLAN

                                    ARTICLE I

                                   Definitions

Section 1.1 Board. The Board of Directors of Ralcorp Holdings, Inc.

Section 1.2 Code. The Internal Revenue Code of 1986, as amended.

Section 1.3 Committee. The Nominating and Compensation Committee of the Board.

Section 1.4 Company. Ralcorp Holdings, Inc.

Section 1.5 Compensation. All or any part of any cash compensation and other
consideration due to an Employee for services rendered or to be rendered to an
Employer, as determined by the Committee.

Section 1.6 Deferred Compensation Plan. The Ralcorp Holdings, Inc. Deferred
Compensation Plan for Key Employees as amended from time to time.

Section 1.7 Disability. A finding by the Committee of a Participant's permanent
and total disability.

Section 1.8 Employee. Any individual who is employed by an Employer and who is
one of a select group of management or highly-compensated employees.

Section 1.9 Employee Benefits Department. The Employee Benefits Department of
Ralcorp Holdings, Inc.

Section 1.10 Employer. Ralcorp Holdings, Inc., or one of its principal United
States subsidiaries so designated by the Board.

Section 1.11 Entry Date. The last day of any payroll period during which or with
respect to which an Employee, meeting the eligibility requirements of Section
2.2 and 2.3, has his or her deferrals to the SIP limited by the deferral
limitations of ERISA.

Section 1.12 ERISA. The Employee Retirement Income Security Act of 1974, as
amended.

Section 1.13 Participant. An Employee who is deferring, or an Employee or former
Employee who has deferred, Compensation pursuant to Article III of the Plan.
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Section 1.14 Plan. The Ralcorp Holdings, Inc. Executive Savings Investment Plan,
as amended from time to time.

Section 1.15 Retirement. Termination of Employment at or after age 55.

Section 1.16 SIP. The Ralcorp Holdings, Inc. Savings Investment Plan, as amended
from time to time.

Section 1.17 Termination of Employment. Separation from employment with the
Company, any other Employer, or any other affiliate of the Company for reasons
other than the death of the Participant: provided, however, that a transfer
between the Company, any other Employer or an affiliate of the Company shall not
be deemed a Termination of Employment. For purposes of this Plan, the sale by
the Company or an affiliate of all or substantially all of the outstanding
capital stock of an Employer or other affiliate of the Company shall be deemed
to be a Termination of Employment of Participants employed by such Employer or
other affiliate.

Section 1.18 Valuation Date. Each investment account of a Participant shall be
valued on a daily basis.

Section 1.19 Year. A calendar year, unless otherwise specified.

                                   ARTICLE II

                          Eligibility and Participation

Section 2.1 Participation. An Employee who is entitled to Compensation shall be
eligible to elect to participate in the Plan during the period of time in which
the Employee is:

      (a)(1) a Principal Corporate Officer of the Company: Chairman of the
Board, Chief Executive Officer, President, Vice-President, Secretary or
Treasurer;

         (2) designated by the Chief Executive Officer of Ralcorp Holdings, Inc.
as eligible to participate in the Plan; and

      (b) has elected to defer Compensation as permitted under the terms of the
SIP.

Section 2.2 Initial Enrollment. An Employee may first become a Participant upon
an Entry Date if he or she has previously completed and submitted to the
Employee Benefits Department an enrollment form, supplied by the Department, by
which an Employee elects to defer a specified percentage of Compensation in
accordance with Article III.

Section 2.3 Annual Deferral Elections An election must be submitted in December
of a Year to the Employee Benefits Department on forms provided by it in order
for a Participant to defer income pursuant to the Plan during the following
Year. Once a

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deferral election has been made, however, a new election to defer Compensation
is not required until a Participant wishes to change the election for a new Year
. Each deferral election is effective for an entire Year, and cannot be
increased or decreased during that period.

Section 2.4 Cessation of Deferrals. A Participant who ceases to meet the
eligibility requirements of Section 2.2(a) may no longer defer Compensation
pursuant to the Plan effective as of the first payroll period beginning after
such cessation of eligibility. Such Participant shall continue to be a
Participant in the Plan for all other purposes until distribution of his or her
account balance.

                                   ARTICLE III

                                  Contributions

Section 3.1 Deferrals into the Plan. A Participant whose deferrals into the SIP
are limited during a Year by the deferral limits imposed by ERISA and the Code
may defer a portion of such Participant's Compensation, in excess of that
permitted to be deferred pursuant to the SIP, on a before-tax basis into the
Plan. No after-tax deferrals are permitted under the Plan. If a Participant's
deferrals from a single payment of Compensation must by apportioned between the
SIP and the Plan, the deferral percentage applicable to the initial deferral
under the Plan shall be equal to the deferral percentage then in effect for the
SIP. Subsequent deferrals pursuant to the Plan shall be made at the deferral
percentage elected by the Participant of the Plan for that Year.

Section 3.2 Basic Matched Contributions. Subject to Section 3.1, each
Participant may defer receipt of a portion of his or her Compensation in any
amount from 2% to 6%, in 1% increments, for each payroll period in a Year
beginning with that payroll period in which the Participant exceeds the deferral
limits in the SIP. Such deferrals into the Plan shall be defined as Basic
Matched Contributions and shall be credited to the Ralston Stock Fund or any of
the other investment options provided under the Deferred Compensation Plan as
selected by the Participant from time to time.

Section 3.3 Basic Unmatched Contributions. Subject to Section 3.1, each
Participant who has elected the maximum Basic Matched contribution rate of 6%
may defer receipt of a portion of his or her Compensation by an additional !% to
9%, in 1% increments, for each payroll period in a Year beginning with that
payroll period in which the Participant exceeds the deferral limits in the SIP.
Such deferrals into the Plan shall be defined as Basic Unmatched Contributions
and may be credited to the Ralcorp Stock Fund or any other investment option
selected by the Participant under the Deferred Compensation Plan.

Section 3.4 Company Matching Contributions. With respect to each payroll period,
the Company shall contribute on behalf of each Participant an amount equal to
the same percentage of such Participant's Basic Matched contributions as is
contributed by the Company to the Participant's account in the SIP. Such
contributions shall be defined as

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Company Matching Contributions and will be credited to the same investment
options as the Participant has selected under the Deferred Compensation Plan. In
the event that a Participant has not made an election of investment options at
the time a credit is due to his or her account, the Prime Money Market Fund will
be the default option.

Section 3.5 Participants' Accounts.

(a)   The Company shall establish one or more book reserve account(s) for each
      Participant. With respect to each payroll period, as appropriate, the
      Company shall credit to a Participant's account(s) his or her Basic
      Matched Contributions under Section 3.2, Basic Unmatched Contributions
      under Section 3.3, and Company Matching Contributions under Section 3.4.
      These credits shall be made as soon as administratively practicable after
      the end of the month in which the compensation would otherwise be paid.

(b)   Each Participant's Ralcorp Stock Fund shall be valued on a daily basis in
      accordance with the market value of the assets in the fund on a unit
      basis.

(c)   Each Participant's other investment funds shall be valued on a daily basis
      in accordance with the market value of the assets in each respective fund.

(d)   Each Participant shall be furnished with a periodic statement setting
      forth the value of his or her account.

(e)   Each Participant is permitted to make exchanges between investment funds
      on a daily basis.

Section 3.6 Supplemental Contributions and Match. A Participant who is not
eligible for immediate SIP Participation, or who is not eligible to receive a
full SIP Company Matching Contribution in a year, may make deferrals and/or
receive Company Matching Contributions in this Plan under terms established by
the Chief Executive Officer. The total of the Participant's SIP deferral and
match combined with the deferrals and match in this Plan shall not exceed 12% of
Compensation.

                                   ARTICLE IV

                            Vesting of Contributions

Section 4.1 Vesting of Basic Contributions. Each Participant shall be vested at
all times in amounts attributable to his or her Basic Matched contributions,
Basic Unmatched Contributions, and any earnings thereon.

Section 4.2 Vesting of Company Matching Contributions. A Participant shall be
vested in Company Matching Contributions made to a Participant's account:

(a)   at the rate of 25% for each whole year of employment with the Company as
      recognized under the terms of the SIP; or
(b)   100% vested in the event of the occurrence of any one of the following:
      (1)   attainment of age 65
      (2)   retirement

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      (3)   disability
      (4)   death
      (5)   termination of the plan.

                                   ARTICLE V.

                                  Distributions

Section 5.1 Time of Distribution to Participant. Amounts due to a Participant
including, to the extent it can be calculated and paid simultaneously with the
rest of the distribution, interest on such amounts, shall be paid on the 60th
day after such Participant's Retirement or other Termination of Employment. Any
interest accrued on such distribution that cannot be calculated at the time of
the initial distribution shall be paid as promptly thereafter as practicable.
Notwithstanding the foregoing, distributions to Participants found to be
Disabled shall be made on the 60th day following the determination of such
Disability. No distribution to a Participant shall be made upon the termination
of the Plan until such Participant's Retirement, Termination of Employment, or
Disability.

Section 5.2Distribution Upon Death. In the event of the Participant's death, all
amounts due to be distributed shall be paid to the Beneficiary designated by the
Participant in a writing to the Employee Benefits Department; but in none is
designated, then benefits shall be paid to the Participant's estate or as
provided by law. Changes in designation may be made by filing a written request
with the Employee Benefits Department. Distribution in full shall be paid on the
60th day following the Participant's death. The Committee reserves the right to
review and approve Beneficiary designations.

Section 5.3 Amount to be Distributed. At the appropriate time of distribution
described in Section 5.1 or 5.2, the Company shall distribute the value of a
Participant's account from Basic Matched Contributions, Basic Unmatched
Contributions, and the vested portion of Company Matching Contributions at the
daily valuation of each investment option.

Section 5.4 Form of Distribution. All distributions will be made in cash after
applicable tax withholding.

Section 5.5 Withdrawals and Loans.

(a)   Loans are not permitted under the Plan.

(b)   No withdrawals are permitted, except the Committee, in its sole and
      absolute discretion, may permit withdrawals by a Participant of any vested
      amount from such Participant's account if the Committee determines that
      such funds are needed due to serious and immediate financial hardship from
      an unforeseeable emergency. Serious and immediate financial hardship to a
      Participant must result from a sudden and unexpected illness or accident
      of the Participant or a dependent, loss of property due to casualty, or
      other similar extraordinary and unforeseeable circumstances arising

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      from events beyond the control of the Participant. A distribution based
      upon such financial hardship cannot exceed the amount necessary to meet
      such immediate financial need. In addition the Committee may impose
      suspension of a Participant's deferrals into the Plan or other penalties
      as a condition of such withdrawals.

                                   ARTICLE VI

                                   Forfeitures

Section 6.1 Time of Forfeiture. In the event of a Participant's Termination of
Employment prior to the attainment of age 65, the unvested, if any, portion of
the Company Matching Contributions allocated to such Participant's account, and
any earnings thereon, shall be forfeited as of the date of such Termination of
Employment.

Section 6.2 Disposition of Forfeitures. All forfeitures arising out of the
application of Section 6.1 shall be used to reduce Company Matching
Contributions otherwise payable to Participants' accounts under the Plan.

                                   ARTICLE VII

                    Amendment and Administration of the Plan

Section 7.1 Power to Amend. The power to amend, modify or terminate this Plan at
any time is reserved to the Committee; provided that no amendment, modification
or termination may apply to or affect the terms of any deferral of Compensation
deferred prior to the effective date of such amendment, modification or
termination, without the consent of the Participant or Beneficiary affected
thereby.

Section 7.2 Administration of the Plan. The Committee shall administer the Plan
and, in connection therewith, shall have full power to designate types of
Compensation which may be deferred and upon which a Company Matching
Contribution may be calculated; to construe and interpret the Plan; to establish
rules and regulations; to delegate responsibilities to others to assist it in
administering the Plan or performing any responsibilities hereunder; ant to
perform all other acts it believes reasonable and proper in connection with the
administration of the Plan.

                                   ARTICE VIII

                                  Miscellaneous

Section 8.1 Company's Obligatins Unfunded. All benefits due a Participant or
Beneficiary under the Plan are unfunded and unsecured and are payable out of the
general funds of the Company. The Company, in its sole and absolute discretion,
may establish a grantor trust for the payment of benefits and obligations
hereunder, the assets of which shall be at all times subject to the claims of
creditors of the Company as provided for in such trust, provided that such trust
does not alter the characterization of the Plan as an

<PAGE>

unfunded plan for purposes of ERISA. Such trust shall make distributions in
accordance the terms of the Plan.

Section 8.2 No Right to Continued Employment. Neither the establishment of the
Plan, nor the payment of any benefits thereunder , nor any action of the
Company, its affiliates, the Board or the Committee shall be held or construed
to confer upon any person any legal right to be continued in the employ of an
Employer or any affiliate of an Employer.

Section 8.3 Transferability of Benefits. The right to receive payment of
benefits under this Plan shall not be transferred, assigned or pledged except by
beneficiary designation, will or pursuant to the laws of descent and
distribution.

Section 8.4 Address of Participant or Beneficiary. A Participant shall keep the
Employee Benefits Department apprised of the Participant's current address and
that of any Beneficiary at all times during participation in the Plan. At the
death of a Participant, a Beneficiary who is entitled to receive payment of
benefits under the Plan shall keep the Employee Benefits Department apprised of
such Beneficiary's current address until the entire amount to be distributed has
been paid.

Section 8.5 Taxes. Any taxes required to be withheld under applicable federal,
state or local tax laws or regulations may be withheld from any payment due
hereunder.

Section 8.6 Missouri Law to Govern. All questions pertaining to the
interpretation, construction, administration, validity and effect of the
provisions of the Plan shall be determined in accordance with the laws of the
State of Missouri, without giving effect to the conflict of law provisions
thereof.

Section 8.7 Headings. Headings of Articles and Sections of the Plan are inserted
for convenience of reference. They constitute no part of the Plan.

ESIP 12/12/02

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