Trademark Agreement - RALCORP HOLDINGS INC /MO - 2-13-1997 by RAH-Agreements

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									EXHIBIT 10.3 TRADEMARK AGREEMENT THIS TRADEMARK AGREEMENT dated as of the 31st day of January, 1997, is by and among Ralcorp Holdings, Inc., a Missouri corporation ("Ralcorp"), New Ralcorp Holdings, Inc., a Missouri corporation wholly owned by Ralcorp ("New Ralcorp"), and Chex Inc., a Delaware corporation ("Branded Subsidiary"). W I T N E S S E T H: WHEREAS, Ralcorp, and General Mills, Inc., a Delaware corporation ("Acquiror"), and General Mills Missouri, Inc., a Missouri corporation and a wholly owned subsidiary of Acquiror ("Merger Sub"), have entered into an Agreement and Plan of Merger dated August 13, 1996 (as amended from time to time, the "Merger Agreement") pursuant to which Merger Sub is being merged with and into Ralcorp immediately after the consummation of the transactions contemplated hereby (the "Merger"); and WHEREAS, in connection with the Merger, the parties hereto desire to transfer or license certain intellectual property assets to each other on the terms and conditions set forth in (i) that certain Technology Agreement by and between Ralcorp, New Ralcorp and Branded Subsidiary dated as of the date hereof (the "Technology Agreement") and (ii) this Agreement; NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the parties agree as follows: 1. Definitions a. The term "Trademarks" shall mean and include trademark(s), service mark(s), trade dress, and copyright(s) and all registrations and applications for registrations relating thereto; however, the term "trademark" shall mean only a word, symbol or device registrable as a trademark under the trademark laws. b. The term "Designated Products" shall mean cereals, cereal based snacks and snack mixes, and products which are identical to or substantially similar in form or in overall appearance to those products, which have been offered for sale in connection with any form of the CHEX trademark or the COOKIE CRISP trademark prior to the date hereof, whether or not any of such products are (i) similar in flavor to those products which have been offered for sale in connection with such trademarks or (ii) used in association with ingredients (e.g., raisins) different from the ingredients used in the products which have been offered for sale in connection with such trademarks; provided, however, that this term shall not include the hexagonally

shaped products currently sold under the CRISPY HEXAGON designation or those wheat cereals denominated or described as SHREDDED WHEAT and similar in nature to other shredded wheat products currently offered by other cereal manufacturers. c. The term "Private Label Trademark(s)" shall mean those trademarks and trade names owned by a grocery retailer, a wholesaler, or broker, which is not a cereal producer or primarily in the cereal business, which are used by such persons or entities to identify grocery products sold by such parties or entities and in which New Ralcorp (as successor by merger to Ralston Foods, Inc. ("Foods")) and its Affiliates have no rights, except for the right to produce products utilizing such Trademarks and trade names for such parties or entities or their licensees, but which shall not, in any event, include any Trademark or trade name described in Section 2(d)(i) or Section 2(d)(ii) hereinbelow. d. The term "Reorganization Agreement" shall mean the Agreement by this name dated as of the date hereof by and among Ralcorp, New Ralcorp, Foods, Branded Subsidiary, and Acquiror. e. The term "Control Brand" shall mean those Trademarks and trade names which (i) are utilized by New

shaped products currently sold under the CRISPY HEXAGON designation or those wheat cereals denominated or described as SHREDDED WHEAT and similar in nature to other shredded wheat products currently offered by other cereal manufacturers. c. The term "Private Label Trademark(s)" shall mean those trademarks and trade names owned by a grocery retailer, a wholesaler, or broker, which is not a cereal producer or primarily in the cereal business, which are used by such persons or entities to identify grocery products sold by such parties or entities and in which New Ralcorp (as successor by merger to Ralston Foods, Inc. ("Foods")) and its Affiliates have no rights, except for the right to produce products utilizing such Trademarks and trade names for such parties or entities or their licensees, but which shall not, in any event, include any Trademark or trade name described in Section 2(d)(i) or Section 2(d)(ii) hereinbelow. d. The term "Reorganization Agreement" shall mean the Agreement by this name dated as of the date hereof by and among Ralcorp, New Ralcorp, Foods, Branded Subsidiary, and Acquiror. e. The term "Control Brand" shall mean those Trademarks and trade names which (i) are utilized by New Ralcorp and/or its subsidiaries on a line of products, the vast majority of which are sold utilizing Private Label Trademarks, which are typically offered by New Ralcorp to re-sellers of grocery products who normally do not utilize their own Private Label Trademarks on such grocery products, in lieu of a Private Label Trademark on such products and (ii) New Ralcorp and/or its subsidiaries do not themselves advertise to consumers. f. All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Reorganization Agreement. 2. Trademark Assignments and Licenses a. New Ralcorp on behalf of itself and its subsidiaries, other than Branded Subsidiary, hereby assigns and agrees to cause any applicable subsidiaries to assign, effective as of the Distribution Date, to the Branded Subsidiary all of New Ralcorp's and its subsidiaries' rights, title and interest, together with all of the goodwill associated therewith, in (i) the Trademarks and recipe names listed on Schedule 2(a) attached hereto and registrations and applications for registrations related to the trademarks listed in Schedule 2(a), and (ii) any other Trademarks, other than the RALSTON, RALSTON FOODS, and red, stylized R trademarks (collectively, the "Ralston Trademarks") and the SUN FLAKES and SPIDERMAN Trademarks, previously used or currently owned by New Ralcorp or licensed to New Ralcorp (as successor by merger to Foods) or its subsidiaries which are or have been almost always associated with the Branded Business or intended almost always for use therein (collectively, the Trademarks described in this Section 2(a) constitute the "Branded 2

Trademarks"). New Ralcorp hereby grants (without assuming any liability, as to Puerto Rico, that may arise as a result of or in connection with such grant, including, without limitation, with respect to the Distributorship Agreement), effective as of the Distribution Date, to Branded Subsidiary a non-exclusive royalty free right to use the Ralston Trademarks in the United States, its territories and possessions and the Commonwealth of Puerto Rico and military installations on any product packaging, promotional or advertising materials for a period of one (1) year following the Distribution Date; provided however, that such term may be extended (for a period of no more than one (1) additional year) for the purpose of permitting the Branded Subsidiary to use, sell or otherwise dispose of product packaging and advertising or promotional materials that remain on hand on the one year anniversary of the Distribution Date. The Branded Subsidiary, on behalf of itself and its Affiliates and subsidiaries, hereby agrees that it will (i) make reasonable efforts to conclude the use of such product packaging and promotional and advertising materials by the one year anniversary of the Distribution Date and (ii) not place any orders for such product packaging and advertising or promotional materials at any time after the one year anniversary of the Distribution Date. Nothing herein shall prevent the Branded Subsidiary from ordering such product packaging and promotional and advertising materials within the initial one (1) year period following the Distribution Date. b. Ralcorp hereby assigns to New Ralcorp all of Ralcorp's rights, title and interest, together with all the goodwill

Trademarks"). New Ralcorp hereby grants (without assuming any liability, as to Puerto Rico, that may arise as a result of or in connection with such grant, including, without limitation, with respect to the Distributorship Agreement), effective as of the Distribution Date, to Branded Subsidiary a non-exclusive royalty free right to use the Ralston Trademarks in the United States, its territories and possessions and the Commonwealth of Puerto Rico and military installations on any product packaging, promotional or advertising materials for a period of one (1) year following the Distribution Date; provided however, that such term may be extended (for a period of no more than one (1) additional year) for the purpose of permitting the Branded Subsidiary to use, sell or otherwise dispose of product packaging and advertising or promotional materials that remain on hand on the one year anniversary of the Distribution Date. The Branded Subsidiary, on behalf of itself and its Affiliates and subsidiaries, hereby agrees that it will (i) make reasonable efforts to conclude the use of such product packaging and promotional and advertising materials by the one year anniversary of the Distribution Date and (ii) not place any orders for such product packaging and advertising or promotional materials at any time after the one year anniversary of the Distribution Date. Nothing herein shall prevent the Branded Subsidiary from ordering such product packaging and promotional and advertising materials within the initial one (1) year period following the Distribution Date. b. Ralcorp hereby assigns to New Ralcorp all of Ralcorp's rights, title and interest, together with all the goodwill associated therewith, in and to (i) the trademarks listed on Schedule 2(b) attached hereto and registrations and applications for registrations related thereto and (ii) any other Trademarks owned by Ralcorp, other than the Branded Trademarks (collectively, the Trademarks described in this Section 2(b) constitute the "Other Trademarks"). c. Each of Ralcorp and the Branded Subsidiary hereby acknowledge and agree that New Ralcorp, or its Affiliates and subsidiaries, will retain, and that neither Ralcorp, nor the Branded Subsidiary will have any rights in the Other Trademarks, except, as otherwise provided in Section 2(a), with respect to use of the Ralston Trademarks. d. New Ralcorp, on behalf of itself and its Affiliates hereby acknowledges and agrees that neither it nor any of them will retain nor will they have any rights to the Branded Trademarks. For the respective periods set out below, New Ralcorp, on behalf of itself and its present and future Affiliates, further agrees, and shall cause such Affiliates to agree, that New Ralcorp and such Affiliates shall not directly or indirectly use (including, without limitation, any use in connection with any Private Label Trademark or Control Brand products, any contract packing arrangement or otherwise in connection with producing product for third parties), register, seek to register, license or otherwise grant rights in any of the following Trademarks or statements, as the case may be, in any state, country or territory anywhere in the world: 3

(i) the Branded Trademarks and any Trademarks or trade names confusingly similar to any of such Branded Trademarks, including, with respect to cereals and snack mixes, without any limitation of the generality of the foregoing, any one syllable Trademark or trade name concluding with an "EX" type sound; provided, however, that nothing in this Agreement shall prevent New Ralcorp or its Affiliates from using (A) the Branded Trademarks in connection with any legally permissible comparative advertising or (B) the word "mix" in or in connection with any Trademark or trade name otherwise permitted to be used hereunder for any cereal, snack mix or snack mix recipe; (ii) with respect to the Designated Products, (A) PURINA, CHECKERBOARD, any checkerboard or checkered logo or symbol, and any Trademarks or trade names confusingly similar to any of the foregoing trademarks or (B) any statement which indicates (x) that any CHEX-type ready to eat cereal Designated Products were produced at any time prior to the Distribution Date or (y) that any other Designated Products were produced at any time prior to the date which is 18 months after the Distribution Date, in either case (x) or (y), by Ralston Purina Company ("RP Co.") or Foods or New Ralcorp or their Affiliates; and (iii) with respect to the Designated Products, any trademarks or trade names, other than Private Label Trademarks. The obligations set forth in Section 2(d)(i) shall continue and remain in effect as long as the Branded Subsidiary

(i) the Branded Trademarks and any Trademarks or trade names confusingly similar to any of such Branded Trademarks, including, with respect to cereals and snack mixes, without any limitation of the generality of the foregoing, any one syllable Trademark or trade name concluding with an "EX" type sound; provided, however, that nothing in this Agreement shall prevent New Ralcorp or its Affiliates from using (A) the Branded Trademarks in connection with any legally permissible comparative advertising or (B) the word "mix" in or in connection with any Trademark or trade name otherwise permitted to be used hereunder for any cereal, snack mix or snack mix recipe; (ii) with respect to the Designated Products, (A) PURINA, CHECKERBOARD, any checkerboard or checkered logo or symbol, and any Trademarks or trade names confusingly similar to any of the foregoing trademarks or (B) any statement which indicates (x) that any CHEX-type ready to eat cereal Designated Products were produced at any time prior to the Distribution Date or (y) that any other Designated Products were produced at any time prior to the date which is 18 months after the Distribution Date, in either case (x) or (y), by Ralston Purina Company ("RP Co.") or Foods or New Ralcorp or their Affiliates; and (iii) with respect to the Designated Products, any trademarks or trade names, other than Private Label Trademarks. The obligations set forth in Section 2(d)(i) shall continue and remain in effect as long as the Branded Subsidiary and its Affiliates, successors in interest, assigns and licensees shall not have abandoned all use of the applicable Branded Trademark and all Trademarks confusingly similar thereto and all registrations for such applicable Branded Trademark and all Trademarks confusingly similar thereto shall not have expired. The obligations set forth in Section 2(d)(ii) shall continue and remain in effect as long as the Branded Subsidiary and its Affiliates, successors in interest, assigns and licensees shall not have permanently discontinued (which shall be deemed to have occurred if any such Designated Product shall not have been offered for sale for a period of two (2) consecutive years or more unless such discontinuance is a result of a force majeure event) offering all products which are identical to or substantially similar to the applicable Designated Product. The obligations set forth in Section 2(d)(iii) shall continue and remain in effect for a period of three (3) years from the Distribution Date; provided, however, that (A) commencing two (2) years after the Distribution Date, New Ralcorp shall have the right to use the Ralston Trademarks as a Control Brand (provided that all requirements of Section 2(d)(i) and Section 2(d)(ii) are met), and any other Control Brands which otherwise comply with the requirements of this Section 2(d), in connection with any Designated Product, and (B) commencing three (3) years after the Distribution Date, New Ralcorp shall have the right to use the Ralston Trademarks in connection with the Designated Products (without limiting its rights 4

to use the Ralston Trademarks on any other products) only as a house brand in the same manner as it does for its other cereal products and only on the conditions that the Ralston Trademarks are less prominently displayed than the primary trademark or product name in all uses on the principal display panels of the products and in advertising thereof, and the other requirements of Section 2(d)(i) and Section 2(d)(ii) are otherwise satisfied and the Ralston Trademarks shall not be used as part of the product name. Notwithstanding the foregoing, the restrictions contained in Section 2(d)(iii) hereinabove shall not in and of themselves restrict in any manner whatsoever, the use of any pre-existing Trademarks or Trademarks confusingly similar thereto, in the business of any third party which may acquire New Ralcorp or its Affiliates through a merger, consolidation or other acquisition transaction. All of the foregoing provisions of this paragraph (d) are subject to the terms of the Technology Agreement which shall control in the event of any conflict, difference or ambiguity existing between this Agreement and the Technology Agreement. e. All assignments made pursuant to this Trademark Agreement by Ralcorp are on a quitclaim basis. All grants and assignments made by New Ralcorp are made on the same basis as set forth in the Merger Agreement and the Reorganization Agreement with respect to Intellectual Property. The Branded Subsidiary hereby acknowledges that it has assumed limitations, undertakings and liabilities related to the Branded Trademarks pursuant to, and in accordance with, the terms of the Reorganization Agreement, including, without limitation, such limitations, undertakings and liabilities arising out of that certain Trademark Agreement dated as of March 31, 1994 (which has not been amended since such date other than the amendment dated March 28, 1995) by and between Ralcorp and Ralston Purina Company (the "Prior Trademark Agreement") which agreement is

to use the Ralston Trademarks on any other products) only as a house brand in the same manner as it does for its other cereal products and only on the conditions that the Ralston Trademarks are less prominently displayed than the primary trademark or product name in all uses on the principal display panels of the products and in advertising thereof, and the other requirements of Section 2(d)(i) and Section 2(d)(ii) are otherwise satisfied and the Ralston Trademarks shall not be used as part of the product name. Notwithstanding the foregoing, the restrictions contained in Section 2(d)(iii) hereinabove shall not in and of themselves restrict in any manner whatsoever, the use of any pre-existing Trademarks or Trademarks confusingly similar thereto, in the business of any third party which may acquire New Ralcorp or its Affiliates through a merger, consolidation or other acquisition transaction. All of the foregoing provisions of this paragraph (d) are subject to the terms of the Technology Agreement which shall control in the event of any conflict, difference or ambiguity existing between this Agreement and the Technology Agreement. e. All assignments made pursuant to this Trademark Agreement by Ralcorp are on a quitclaim basis. All grants and assignments made by New Ralcorp are made on the same basis as set forth in the Merger Agreement and the Reorganization Agreement with respect to Intellectual Property. The Branded Subsidiary hereby acknowledges that it has assumed limitations, undertakings and liabilities related to the Branded Trademarks pursuant to, and in accordance with, the terms of the Reorganization Agreement, including, without limitation, such limitations, undertakings and liabilities arising out of that certain Trademark Agreement dated as of March 31, 1994 (which has not been amended since such date other than the amendment dated March 28, 1995) by and between Ralcorp and Ralston Purina Company (the "Prior Trademark Agreement") which agreement is attached hereto as Exhibit A. New Ralcorp hereby acknowledges that it has assumed limitations, undertakings and liabilities related to the Other Trademarks pursuant to, and in accordance with, the terms of the Reorganization Agreement, including, without limitation, the limitations, undertakings and liabilities arising out of the Prior Trademark Agreement. f. U.S. and Canadian assignments in recordable form, as applicable, relating to the Branded Trademarks shall be delivered effective as of the Distribution Date to the Branded Subsidiary at Closing. To the extent registrations and/or applications relating to the Branded Trademarks exist in more than one country, a single multi-country assignment shall be delivered effective as of the Distribution Date to the Branded Subsidiary at Closing. At the Branded Subsidiary's request and expense, separate country-specific assignments will be delivered to the Branded Subsidiary or its designee at a reasonable time following each such request. All taxes, transfer fees and other costs required to record title to the Branded Trademarks shall be borne by the Branded Subsidiary. g. U.S. and Canadian assignments in recordable form, as applicable, relating to the Other Trademarks shall be delivered effective as of the Distribution Date to New 5

Ralcorp at Closing. To the extent registrations and/or applications relating to the Other Trademarks exist in more than one country, a single multi-country assignment shall be delivered effective as of the Distribution Date to New Ralcorp at Closing. At New Ralcorp's request and expense, separate country-specific assignments will be delivered to New Ralcorp at a reasonable time following each such request. All taxes, transfer fees and other costs required to record title to the Other Trademarks shall be borne by New Ralcorp. h. If for any reason a Trademark required to be assigned to the Branded Subsidiary hereunder cannot be assigned without also assigning rights used in or associated with businesses not related to the Branded Business, the parties will work together in good faith to accomplish the goal that such Trademark will reside in the Branded Subsidiary, or its designee, for Branded Business purposes and, if for any reason, a Trademark required to be assigned to New Ralcorp hereunder cannot be assigned without also assigning rights used in or associated with the Branded Business, the parties will work together in good faith to accomplish the goal that such Trademark will reside in the Branded Subsidiary for purposes of the Branded Business and in New Ralcorp or its designee for other purposes. 3. License Agreements and Contracts. a. To the extent assignable without third-party consent, and, if not, to the extent such consents have been obtained heretofore, the license agreements and contracts listed on Schedule 3(a) attached hereto (which

Ralcorp at Closing. To the extent registrations and/or applications relating to the Other Trademarks exist in more than one country, a single multi-country assignment shall be delivered effective as of the Distribution Date to New Ralcorp at Closing. At New Ralcorp's request and expense, separate country-specific assignments will be delivered to New Ralcorp at a reasonable time following each such request. All taxes, transfer fees and other costs required to record title to the Other Trademarks shall be borne by New Ralcorp. h. If for any reason a Trademark required to be assigned to the Branded Subsidiary hereunder cannot be assigned without also assigning rights used in or associated with businesses not related to the Branded Business, the parties will work together in good faith to accomplish the goal that such Trademark will reside in the Branded Subsidiary, or its designee, for Branded Business purposes and, if for any reason, a Trademark required to be assigned to New Ralcorp hereunder cannot be assigned without also assigning rights used in or associated with the Branded Business, the parties will work together in good faith to accomplish the goal that such Trademark will reside in the Branded Subsidiary for purposes of the Branded Business and in New Ralcorp or its designee for other purposes. 3. License Agreements and Contracts. a. To the extent assignable without third-party consent, and, if not, to the extent such consents have been obtained heretofore, the license agreements and contracts listed on Schedule 3(a) attached hereto (which Schedule 3(a) shall include all license agreements and contracts related to the Branded Trademarks, including those that may have been entered into from and after August 13, 1996, in accordance with the terms of the Merger Agreement) and related to the rights in the Branded Trademarks between New Ralcorp and unaffiliated third parties are hereby assigned, effective as of the Distribution Date, to the Branded Subsidiary. Branded Subsidiary hereby acknowledges that, effective as of the Distribution Date, it has assumed the obligations under the license agreements and other contracts listed on Schedule 3(a) pursuant to and in accordance with the terms of the Reorganization Agreement. To the extent they are non-assignable, New Ralcorp shall use reasonable efforts to place the Branded Subsidiary in the same position as the Branded Subsidiary would have been had the rights under such agreements been assigned. b. To the extent assignable without third-party consent, and, if not, to the extent such consents have been obtained heretofore, the license agreements and contracts related to the rights in the Other Trademarks between Ralcorp and unaffiliated third parties are hereby assigned, effective as of the Distribution Date, to New Ralcorp. New Ralcorp hereby acknowledges that, effective as of the Distribution Date, it has assumed the obligations under such license agreements and other contracts pursuant to and in accordance with the terms of the Reorganization Agreement. To the extent they are non-assignable, Ralcorp shall use reasonable efforts to place New Ralcorp 6

in the same position as New Ralcorp would have been had the rights under such agreements been assigned. 4. Scope and Modification. Except as set forth in the Technology Agreement, the Merger Agreement and the Reorganization Agreement, each of which shall control in the event of any conflict, this Trademark Agreement sets forth the entire agreement between the parties and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. None of the terms of this Trademark Agreement may be waived or modified except as expressly agreed to, in writing, by each of the parties or their Affiliates. 5. Successors and Assigns. This Trademark Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties and each of their respective successors and assigns. 6. Interpretation. The section headings contained in this Trademark Agreement are solely for the purpose of reference, are not part

in the same position as New Ralcorp would have been had the rights under such agreements been assigned. 4. Scope and Modification. Except as set forth in the Technology Agreement, the Merger Agreement and the Reorganization Agreement, each of which shall control in the event of any conflict, this Trademark Agreement sets forth the entire agreement between the parties and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. None of the terms of this Trademark Agreement may be waived or modified except as expressly agreed to, in writing, by each of the parties or their Affiliates. 5. Successors and Assigns. This Trademark Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties and each of their respective successors and assigns. 6. Interpretation. The section headings contained in this Trademark Agreement are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Trademark Agreement. 7. Counterparts. This Trademark Agreement may be executed in two or more counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same instrument. 8. Governing Law. This Trademark Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Missouri. 9. Additional Documents. The parties agree to execute or cause to be executed such additional documents as may be reasonably required to give effect to their undertakings in this Trademark Agreement. 10. Dispute Resolution. The dispute resolution provisions of Article XII of the Reorganization Agreement will control in the event of any dispute in relation to this Agreement. 7

IN WITNESS WHEREOF, the parties hereto have executed this Trademark Agreement as of the date first above written. RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto ----------------------------------Name: J. R. Micheletto Title: Chief Executive Officer and President

NEW RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto

IN WITNESS WHEREOF, the parties hereto have executed this Trademark Agreement as of the date first above written. RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto ----------------------------------Name: J. R. Micheletto Title: Chief Executive Officer and President

NEW RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto ----------------------------------Name: J. R. Micheletto Title: Chief Executive Officer and President

CHEX INC.
By: /s/ R. W. Lockwood ----------------------------------Name: R. W. Lockwood Title: President

8

EXHIBIT 10.4 TECHNOLOGY AGREEMENT This Technology Agreement (hereinafter "Agreement") dated as of January 31, 1997 by and among Ralcorp Holdings, Inc., a Missouri corporation ("Ralcorp"), New Ralcorp Holdings, Inc., a Missouri corporation and a wholly owned subsidiary of Ralcorp ("New Ralcorp"), and Chex Inc., a Delaware corporation and a wholly owned subsidiary of New Ralcorp ("Branded Subsidiary"). WITNESSETH THAT: WHEREAS, Ralcorp, General Mills, Inc., a Delaware corporation ("Acquiror"), and General Mills Missouri, Inc., a Missouri corporation and wholly owned subsidiary of Acquiror ("Merger Sub"), have heretofore entered into an Agreement and Plan of Merger dated as of August 13, 1996 (as amended from time to time, the "Merger Agreement") pursuant to which Merger Sub is being merged with and into Ralcorp immediately after the consummation of the transactions contemplated hereby (the "Merger"). WHEREAS, this Agreement is entered into in conjunction with the Merger Agreement in order to facilitate the license or transfer of certain technical information and know how to certain of the parties hereto. WHEREAS, (i) Ralcorp wishes to assign its rights to certain of this technical information and know how to New Ralcorp and each of Ralcorp and Branded Subsidiary wish to license other of this technical information and know how to New Ralcorp, and New Ralcorp wishes to accept such assignments and licenses and (ii) New Ralcorp wishes to assign its rights to certain of this technical information and know how to Branded Subsidiary, and Branded Subsidiary wishes to accept such assignment, with all such assignments and licenses being on the terms and conditions as hereinafter set forth.

EXHIBIT 10.4 TECHNOLOGY AGREEMENT This Technology Agreement (hereinafter "Agreement") dated as of January 31, 1997 by and among Ralcorp Holdings, Inc., a Missouri corporation ("Ralcorp"), New Ralcorp Holdings, Inc., a Missouri corporation and a wholly owned subsidiary of Ralcorp ("New Ralcorp"), and Chex Inc., a Delaware corporation and a wholly owned subsidiary of New Ralcorp ("Branded Subsidiary"). WITNESSETH THAT: WHEREAS, Ralcorp, General Mills, Inc., a Delaware corporation ("Acquiror"), and General Mills Missouri, Inc., a Missouri corporation and wholly owned subsidiary of Acquiror ("Merger Sub"), have heretofore entered into an Agreement and Plan of Merger dated as of August 13, 1996 (as amended from time to time, the "Merger Agreement") pursuant to which Merger Sub is being merged with and into Ralcorp immediately after the consummation of the transactions contemplated hereby (the "Merger"). WHEREAS, this Agreement is entered into in conjunction with the Merger Agreement in order to facilitate the license or transfer of certain technical information and know how to certain of the parties hereto. WHEREAS, (i) Ralcorp wishes to assign its rights to certain of this technical information and know how to New Ralcorp and each of Ralcorp and Branded Subsidiary wish to license other of this technical information and know how to New Ralcorp, and New Ralcorp wishes to accept such assignments and licenses and (ii) New Ralcorp wishes to assign its rights to certain of this technical information and know how to Branded Subsidiary, and Branded Subsidiary wishes to accept such assignment, with all such assignments and licenses being on the terms and conditions as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I - DEFINITIONS 1. The term "Branded Business" shall mean the business of manufacturing, distributing and selling branded readyto-eat cereal (excluding Non-Branded Cereals) and branded cereal-based snacks and snack mixes, as ever conducted by Ralcorp, New Ralcorp, Ralston Foods, Inc., the predecessor in interest to New Ralcorp ("Foods"), or their predecessor in interest, Ralston Purina Company ("RP Co."), prior to the Distribution Date.

2. The term "Foods Business" shall mean any business (including any of the same businesses as previously conducted by RP Co.) as ever conducted by Ralcorp, New Ralcorp, Foods, or any of their Affiliates prior to the Distribution Date, other than the Branded Business. 3. The term "Technical Information and Know How" shall mean any and all information owned or licensed from third parties by Ralcorp and its subsidiaries, and which, as of the date of this Agreement, has been used or reduced to practice for use by the Branded Business or the Foods Business or by RP Co. in connection with either of such businesses, including trade secrets, product formulas, processing and equipment design and information, specifications, know how, manufacturing, research, software, inventions, patent applications, patents and industrial property rights and other technical information. 4. The term "Assigned Technical Information and Know How" shall mean any and all Technical Information and Know How that is or has in the past been used exclusively in, or reduced to practice for use exclusively by, the Foods Business and that same business as it was previously conducted by RP Co. The term "Assigned Technical Information and Know How" shall specifically include, without limitation, the Technical Information and Know How listed on Schedule A attached hereto (such information designated on Schedule A referred to as the "Special Assigned Technical Information and Know How") and shall specifically exclude both the Branded Technical Information and Know How and the Shared Technical Information and Know How.

2. The term "Foods Business" shall mean any business (including any of the same businesses as previously conducted by RP Co.) as ever conducted by Ralcorp, New Ralcorp, Foods, or any of their Affiliates prior to the Distribution Date, other than the Branded Business. 3. The term "Technical Information and Know How" shall mean any and all information owned or licensed from third parties by Ralcorp and its subsidiaries, and which, as of the date of this Agreement, has been used or reduced to practice for use by the Branded Business or the Foods Business or by RP Co. in connection with either of such businesses, including trade secrets, product formulas, processing and equipment design and information, specifications, know how, manufacturing, research, software, inventions, patent applications, patents and industrial property rights and other technical information. 4. The term "Assigned Technical Information and Know How" shall mean any and all Technical Information and Know How that is or has in the past been used exclusively in, or reduced to practice for use exclusively by, the Foods Business and that same business as it was previously conducted by RP Co. The term "Assigned Technical Information and Know How" shall specifically include, without limitation, the Technical Information and Know How listed on Schedule A attached hereto (such information designated on Schedule A referred to as the "Special Assigned Technical Information and Know How") and shall specifically exclude both the Branded Technical Information and Know How and the Shared Technical Information and Know How. 5. The term "Shared Technical Information and Know How" shall mean any and all Technical Information and Know How that is or has in the past been used or reduced to practice for use by (a) the Branded Business and that same business as it was previously conducted by RP Co. for any products which are not Designated Products and (b) both the Branded Business and the Foods Business and those same businesses as they were previously conducted by RP Co. The term Shared Technical Information and Know How" shall specifically exclude the Assigned Technical Information and Know How and the Branded Technical Information and Know How. 6. The term "Branded Technical Information and Know How" shall mean any and all Technical Information and Know How that is or has in the past been used exclusively, or reduced to practice for use exclusively, by Ralcorp, its subsidiaries or RP Co. to produce Designated Products, including all cereal-based snacks and snack mixes that are Designated Products, and shall include the technical information, know how and equipment listed on Schedule B attached hereto, which shall not be considered or form part of the Shared Technical Information and Know How. The term "Branded Technical Information and Know How" shall specifically exclude the Assigned Technical Information and Know How. 7. The term "Designated Products" shall have the meaning set forth in the Trademark Agreement. 2

8. The term "Reorganization Agreement" shall mean the agreement by this name dated as of the date hereof by and among Ralcorp, New Ralcorp, Foods, Acquiror, and Branded Subsidiary. 9. The term "Trademark Agreement" shall mean the agreement by this name dated as of the date hereof by and among Ralcorp, New Ralcorp and Branded Subsidiary. 10. All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Reorganization Agreement. ARTICLE II - ASSIGNMENTS 1. Ralcorp hereby assigns and transfers to New Ralcorp, its successors and assigns, all of its right, title, and interest, effective as of the Distribution Date, in the United States of America and all foreign countries, in and to the Assigned Technical Information and Know How and all income, royalties, fees, damages, and payments now or hereafter due or payable in respect thereto, and in and to any and all causes of action (either in law or in equity), and the right to enforce any rights and file any causes of action, including the right to recover damages, for any past, present, or future infringement or misappropriation of any of said rights.

8. The term "Reorganization Agreement" shall mean the agreement by this name dated as of the date hereof by and among Ralcorp, New Ralcorp, Foods, Acquiror, and Branded Subsidiary. 9. The term "Trademark Agreement" shall mean the agreement by this name dated as of the date hereof by and among Ralcorp, New Ralcorp and Branded Subsidiary. 10. All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Reorganization Agreement. ARTICLE II - ASSIGNMENTS 1. Ralcorp hereby assigns and transfers to New Ralcorp, its successors and assigns, all of its right, title, and interest, effective as of the Distribution Date, in the United States of America and all foreign countries, in and to the Assigned Technical Information and Know How and all income, royalties, fees, damages, and payments now or hereafter due or payable in respect thereto, and in and to any and all causes of action (either in law or in equity), and the right to enforce any rights and file any causes of action, including the right to recover damages, for any past, present, or future infringement or misappropriation of any of said rights. 2. New Ralcorp hereby assigns and transfers to Branded Subsidiary, its successors and assigns, all of its right, title and interest, effective as of the Distribution Date, in the United States of America and all foreign countries, in and to the Shared Technical Information and Know How and the Branded Technical Information and Know How in which New Ralcorp or any of its subsidiaries owns or possesses or otherwise has rights, together with all income, royalties, fees, damages and payments now or hereafter due or payable in respect thereto, and in and to any and all causes of action (either in law or in equity), and the right to enforce any rights and file any causes of action, including the right to recover damages, for any past, present, or future infringement or misappropriation of any of said rights. 3. All assignments made hereunder by Ralcorp and New Ralcorp are on a quitclaim basis without contravening the representations or warranties concerning such Technical Information and Know How contained in the Merger Agreement or Reorganization Agreement. 3

ARTICLE III - LICENSE GRANTS 1. Each of Ralcorp and Branded Subsidiary hereby grants to New Ralcorp, effective as of the Distribution Date and subject to the terms, covenants, conditions, and limitations set forth in this Agreement (including, without limitation, those restrictions set forth in Article IV hereof), that certain Technology Agreement dated as of March 31, 1994 by and among RP Co., Ralston Purina International, Inc., VCS Holding Company Inc. and Ralcorp, which agreement is attached hereto as Exhibit A (the "Prior Technology Agreement"), the Merger Agreement, and the Trademark Agreement: (a) an irrevocable, non-exclusive, royalty-free, license to use, employ, exercise, apply, or otherwise utilize, the Shared Technical Information and Know How from and after the date hereof until March 31, 1999 in the Western Hemisphere, but, with no rights (except as expressly provided herein) during the applicable time periods specified in Section 4(a) of Article IV hereof to produce, have produced, or license to produce the Designated Products or snack mixes which are not Designated Products; (b) an irrevocable, non-exclusive, royalty-free, license to use, employ, exercise, apply, or otherwise utilize, the Shared Technical Information and Know How from and after March 31, 1999, worldwide, in perpetuity, but, with no rights (except as expressly provided herein) during the applicable time periods specified in Section 4(a) of Article IV hereof to produce, have produced, or license to produce the Designated Products or snack mixes which are not Designated Products; (c) an irrevocable, non-exclusive, royalty free, license to use, employ, exercise, apply or otherwise utilize the Branded Technical Information and Know How to produce, but, except as expressly provided herein, not to disclose or sublicense the same to third parties (including, without limitation, to contract manufacturers, other than

ARTICLE III - LICENSE GRANTS 1. Each of Ralcorp and Branded Subsidiary hereby grants to New Ralcorp, effective as of the Distribution Date and subject to the terms, covenants, conditions, and limitations set forth in this Agreement (including, without limitation, those restrictions set forth in Article IV hereof), that certain Technology Agreement dated as of March 31, 1994 by and among RP Co., Ralston Purina International, Inc., VCS Holding Company Inc. and Ralcorp, which agreement is attached hereto as Exhibit A (the "Prior Technology Agreement"), the Merger Agreement, and the Trademark Agreement: (a) an irrevocable, non-exclusive, royalty-free, license to use, employ, exercise, apply, or otherwise utilize, the Shared Technical Information and Know How from and after the date hereof until March 31, 1999 in the Western Hemisphere, but, with no rights (except as expressly provided herein) during the applicable time periods specified in Section 4(a) of Article IV hereof to produce, have produced, or license to produce the Designated Products or snack mixes which are not Designated Products; (b) an irrevocable, non-exclusive, royalty-free, license to use, employ, exercise, apply, or otherwise utilize, the Shared Technical Information and Know How from and after March 31, 1999, worldwide, in perpetuity, but, with no rights (except as expressly provided herein) during the applicable time periods specified in Section 4(a) of Article IV hereof to produce, have produced, or license to produce the Designated Products or snack mixes which are not Designated Products; (c) an irrevocable, non-exclusive, royalty free, license to use, employ, exercise, apply or otherwise utilize the Branded Technical Information and Know How to produce, but, except as expressly provided herein, not to disclose or sublicense the same to third parties (including, without limitation, to contract manufacturers, other than as is necessary for Foods Copacking (as defined below)), (i) any products (including, without limitation, all Designated Products and all cereal-based snacks and snack mixes) exclusively for Branded Subsidiary alone or for RP Co. as provided in and in accordance with Article V, Section 1 hereinbelow, in each case, commencing as of the Distribution Date; (ii) (A) any products, other than snack mix products and Designated Products which are COOKIE CRISP type ready to eat cereals, commencing on the Distribution Date and (B) any Designated Products which are COOKIE CRISP type ready to eat cereals, commencing eighteen (18) months after the Distribution Date, in each case (A) and (B), in the United States, its territories, possessions, military installations and the Commonwealth of Puerto Rico for any third parties; (iii) any products, other than snack mix products, commencing five (5) years after the Distribution Date, in all other countries for any third parties; (iv) any snack mix products other than those referred to in Section 4(a)(iii) of Article IV, commencing two (2) years after the Distribution Date, worldwide for any third parties; and (v) any snack mix products referred to in Section 4(a)(iii) of Article IV 4

hereof, commencing five (5) years after the Distribution Date, worldwide, for any third parties. (d) an irrevocable, non-exclusive, royalty-free, license to use the invention claimed in U.S. Patent No. 5,188,860 entitled "Process for the Production for a Fiber Containing Cereal Product", worldwide, in perpetuity. For purposes of the foregoing paragraph (c), the term "Foods Copacking" shall mean the right of New Ralcorp (subject to all of the restrictions and obligations set forth herein and provided that all use of Branded Technical Information and Know How and the Shared Technical Information and Know How by any such contract manufacturer is on the same basis and subject to the same restrictions as set forth in Section 1 of Article III and Section 4 of Article IV as they apply to New Ralcorp) to have contract manufacturers pack, or mix with other ingredients and pack, only for New Ralcorp itself, ready to eat cereals that are Designated Products and cereal based snacks and snack mix products as described in Section 4(a) of Article IV, but shall not include any right of any contract manufacturer to produce or make any of such products for itself or other third parties. 2. New Ralcorp hereby agrees and acknowledges that the Shared Technical Information and Know How and the Branded Technical Information and Know How is subject to all limitations, undertakings and liabilities contained in the Prior Technology Agreement, including, without limitation, each of the following:

hereof, commencing five (5) years after the Distribution Date, worldwide, for any third parties. (d) an irrevocable, non-exclusive, royalty-free, license to use the invention claimed in U.S. Patent No. 5,188,860 entitled "Process for the Production for a Fiber Containing Cereal Product", worldwide, in perpetuity. For purposes of the foregoing paragraph (c), the term "Foods Copacking" shall mean the right of New Ralcorp (subject to all of the restrictions and obligations set forth herein and provided that all use of Branded Technical Information and Know How and the Shared Technical Information and Know How by any such contract manufacturer is on the same basis and subject to the same restrictions as set forth in Section 1 of Article III and Section 4 of Article IV as they apply to New Ralcorp) to have contract manufacturers pack, or mix with other ingredients and pack, only for New Ralcorp itself, ready to eat cereals that are Designated Products and cereal based snacks and snack mix products as described in Section 4(a) of Article IV, but shall not include any right of any contract manufacturer to produce or make any of such products for itself or other third parties. 2. New Ralcorp hereby agrees and acknowledges that the Shared Technical Information and Know How and the Branded Technical Information and Know How is subject to all limitations, undertakings and liabilities contained in the Prior Technology Agreement, including, without limitation, each of the following: (a) New Ralcorp shall not disclose any of the Shared Technical Information and Know How and Branded Technical Information and Know How to any third party during the term of the license without the written consent of RP Co.; and (b) New Ralcorp shall obtain a written agreement from each of its employees, agents, officers and/or directors that the Shared Technical Information and Know How and the Branded Technical Information and Know How will be kept confidential at all times by such parties and that such information will not be disclosed to any third parties. ARTICLE IV - OBLIGATIONS OF THE PARTIES 1. New Ralcorp hereby agrees to assume from Ralcorp and fulfill all of the technical assistance obligations owed to RP Co. by Ralcorp as described in Article III of the Prior Technology Agreement, and Ralcorp hereby consents to such assumption by New Ralcorp. 2. Ralcorp, Branded Subsidiary and New Ralcorp each agree to treat as confidential all Technical Information and Know How, including the Branded Technical Information and Know How, the Assigned Technical Information and Know How, the Special Assigned Technical Information and Know How and the Shared Technical Information and Know How; and shall not at any time disclose or permit to be disclosed any portion thereof to any other person, firm, or entity; provided, however, (i) that New Ralcorp shall have the right to 5

license or disclose, in confidence, but only in accordance with the terms of the Prior Technology Agreement and this Agreement, the Shared Technical Information and Know How and, as to the Branded Technical Information and Know How, in accordance with Section 2 of Article V of this Agreement, and that this provision shall not otherwise limit or preclude New Ralcorp from doing so and (ii) that each of Ralcorp and Branded Subsidiary shall have the right to license or disclose, in confidence, but only in accordance with the terms of the Prior Technology Agreement, the Shared Technical Information and Know How and the Branded Technical Information and Know How, and that this provision shall not otherwise limit or preclude Ralcorp or Branded Subsidiary from doing so. Notwithstanding the foregoing, New Ralcorp shall not be under any obligation pursuant to this Agreement to treat as confidential any of the Assigned Technical Information and Know How or Special Assigned Technical Information and Know How. 3. The obligation of nondisclosure, contained in Paragraph 2 above, shall not apply in the event that any of such confidential information: (a) was known to the public or generally available to the public prior to the date it was received from the disclosing party;

license or disclose, in confidence, but only in accordance with the terms of the Prior Technology Agreement and this Agreement, the Shared Technical Information and Know How and, as to the Branded Technical Information and Know How, in accordance with Section 2 of Article V of this Agreement, and that this provision shall not otherwise limit or preclude New Ralcorp from doing so and (ii) that each of Ralcorp and Branded Subsidiary shall have the right to license or disclose, in confidence, but only in accordance with the terms of the Prior Technology Agreement, the Shared Technical Information and Know How and the Branded Technical Information and Know How, and that this provision shall not otherwise limit or preclude Ralcorp or Branded Subsidiary from doing so. Notwithstanding the foregoing, New Ralcorp shall not be under any obligation pursuant to this Agreement to treat as confidential any of the Assigned Technical Information and Know How or Special Assigned Technical Information and Know How. 3. The obligation of nondisclosure, contained in Paragraph 2 above, shall not apply in the event that any of such confidential information: (a) was known to the public or generally available to the public prior to the date it was received from the disclosing party; (b) became known to the public or generally available to the public subsequent to the date it was received from the disclosing party without any fault of the receiving party; or (c) is, subsequent to the date of this Agreement, disclosed to the receiving party from a third party who is under no obligation of confidentiality regarding the same. 4. New Ralcorp, on behalf of itself and its successors in interest and present and future subsidiaries and Affiliates other than Branded Subsidiary, agrees and shall cause such subsidiaries and Affiliates to agree, that (except as otherwise provided in the Supply Agreement) New Ralcorp, its successors and such subsidiaries and Affiliates shall not directly or indirectly: (a) make, have made, produce, market, contract pack, sell or license, or contract with, any third party to produce (except as provided in and in accordance with Article V, Section 1, hereinbelow for RP Co. and Article V, Section 3 for Branded Subsidiary): (i) (A) any ready-to-eat cereals that are COOKIE CRISP-type Designated Products in the United States, its territories, possessions, military installations or the Commonwealth of Puerto Rico for the eighteen (18) month period commencing upon the Distribution Date and (B) any ready to eat cereals that are Designated Products outside of the United States, its territories, possessions, military installations or the Commonwealth of Puerto Rico for the five (5) year period commencing upon the Distribution Date (which shall preclude, without limitation, any sales made to third 6

parties of such Designated Products which New Ralcorp knows are likely, based on reasonable information and knowledge, to be sold or resold outside the United States, its territories, possessions or military installations, or the Commonwealth of Puerto Rico); (ii) any snack mix, cereal-based or otherwise, anywhere in the world for the two (2) year period commencing upon the Distribution Date; and (iii) any snack mix containing those products, or a product substantially similar to, or identical to, products which have been, prior to the date hereof, offered for sale in connection with any form of the CHEX trademark, which shall include products sold under the Crispy Hexagon designation but which shall not include those wheat cereals denominated or described as SHREDDED WHEAT and similar in nature to other shredded wheat products currently offered by other cereal manufacturers, for the five (5) year period commencing upon the Distribution Date; provided, however, that this Section 4(a)(iii) and Section 4(a)(ii) hereinabove shall not apply to snack mix products of an enterprise acquired by New Ralcorp in which the snack mix business generates less than 20% of the annual gross revenues of such enterprise and less than seven (7) million dollars in annual sales; or

parties of such Designated Products which New Ralcorp knows are likely, based on reasonable information and knowledge, to be sold or resold outside the United States, its territories, possessions or military installations, or the Commonwealth of Puerto Rico); (ii) any snack mix, cereal-based or otherwise, anywhere in the world for the two (2) year period commencing upon the Distribution Date; and (iii) any snack mix containing those products, or a product substantially similar to, or identical to, products which have been, prior to the date hereof, offered for sale in connection with any form of the CHEX trademark, which shall include products sold under the Crispy Hexagon designation but which shall not include those wheat cereals denominated or described as SHREDDED WHEAT and similar in nature to other shredded wheat products currently offered by other cereal manufacturers, for the five (5) year period commencing upon the Distribution Date; provided, however, that this Section 4(a)(iii) and Section 4(a)(ii) hereinabove shall not apply to snack mix products of an enterprise acquired by New Ralcorp in which the snack mix business generates less than 20% of the annual gross revenues of such enterprise and less than seven (7) million dollars in annual sales; or (b) use, print, disseminate, display or publish on packaging for cereals, or in any related advertising, sales or promotional materials, any snack recipes which are essentially identical to the snack mix recipes that have been used by Foods or New Ralcorp in connection with CHEX products in the three (3) years prior to the Distribution Date. 5. Ralcorp and Branded Subsidiary, and their Affiliates and subsidiaries, hereby agree that Sections 4(a) and (b) of this Article IV shall not apply to, and shall not restrict in any manner whatsoever, the existing business of any third party (including the Affiliates and subsidiaries of such third party prior to such acquisition) which may acquire New Ralcorp or any of its Affiliates or subsidiaries, as such existing business is conducted at the time of such acquisition. Notwithstanding the foregoing, New Ralcorp, on behalf of itself and its successors in interest and present and future subsidiaries and Affiliates, agrees and shall cause such subsidiaries and Affiliates to agree, that Sections 4(a) and (b) shall prevent any such acquiring third party from using the Shared Technical Information and Know How related to snack mixes or the Designated Products and the Branded Technical Information and Know How in violation of the terms of Sections 4(a) and (b) of this Article IV. ARTICLE V - CERTAIN AGREEMENTS 1. Each of Ralcorp and Branded Subsidiary hereby agrees that, except as set forth in this Section 1, nothing contained in this Agreement shall interfere with the ability of New Ralcorp to meet the obligations of New Ralcorp, if any, to RP Co., as set forth in the Distributorship Agreement. Each of Ralcorp and Branded Subsidiary hereby agrees that 7

New Ralcorp shall have the right to produce ready to eat cereals for RP Co. in accordance with the terms of the Distributorship Agreement, up to, but not beyond, September 1, 1999, by which time New Ralcorp agrees that it shall have terminated the Distributorship Agreement insofar as it may require the production or sale of any Designated Products. New Ralcorp also agrees that New Ralcorp shall not use any of the Branded Trademarks in connection with such production for RP Co., unless such usage is specifically authorized in writing by Ralcorp. 2. Each of Ralcorp and Branded Subsidiary hereby agrees that New Ralcorp shall have the right to license in accordance with the terms of the Prior Technology Agreement, or, at its option, request that Ralcorp and Branded Subsidiary each license in accordance with the terms of the Prior Technology Agreement, if applicable, the Shared Technical Information and Know How and the Branded Technical Information and Know How, or any parts thereof, from and after the Distribution Date to any subsidiaries or Affiliates of New Ralcorp (regardless of when any such relationship with New Ralcorp may arise), for so long as such entity continues to be a subsidiary or Affiliate of New Ralcorp, and to any "Successor Third Party," on the same terms as set forth herein and specifically subject to the requirement that each such entity shall assume and be subject to and be bound by all restrictions set forth in this Agreement and the Trademark Agreement, provided that, upon the granting of a license of the Shared Technical Information and Know How and the Branded Technical Information and Know How, or any parts thereof, by Ralcorp or Branded Subsidiary to a Successor Third Party, the then

New Ralcorp shall have the right to produce ready to eat cereals for RP Co. in accordance with the terms of the Distributorship Agreement, up to, but not beyond, September 1, 1999, by which time New Ralcorp agrees that it shall have terminated the Distributorship Agreement insofar as it may require the production or sale of any Designated Products. New Ralcorp also agrees that New Ralcorp shall not use any of the Branded Trademarks in connection with such production for RP Co., unless such usage is specifically authorized in writing by Ralcorp. 2. Each of Ralcorp and Branded Subsidiary hereby agrees that New Ralcorp shall have the right to license in accordance with the terms of the Prior Technology Agreement, or, at its option, request that Ralcorp and Branded Subsidiary each license in accordance with the terms of the Prior Technology Agreement, if applicable, the Shared Technical Information and Know How and the Branded Technical Information and Know How, or any parts thereof, from and after the Distribution Date to any subsidiaries or Affiliates of New Ralcorp (regardless of when any such relationship with New Ralcorp may arise), for so long as such entity continues to be a subsidiary or Affiliate of New Ralcorp, and to any "Successor Third Party," on the same terms as set forth herein and specifically subject to the requirement that each such entity shall assume and be subject to and be bound by all restrictions set forth in this Agreement and the Trademark Agreement, provided that, upon the granting of a license of the Shared Technical Information and Know How and the Branded Technical Information and Know How, or any parts thereof, by Ralcorp or Branded Subsidiary to a Successor Third Party, the then existing licenses to New Ralcorp (and its subsidiaries and Affiliates) relating exclusively to the business transferred or to be transferred to such Successor Third Party shall be terminated and New Ralcorp shall only retain, if any, licenses of the Shared Technical Information and Know How and Branded Technical Information and Know How relating to that part of the ready to eat cereal, cereal based snack and cereal based snack mix business of which it retains ownership immediately after such transfer. It is hereby understood that any such license will (i) provide the licensee with rights no greater than the rights of New Ralcorp as set forth in this Agreement and (ii) be subject in all respects to the terms of this Agreement and the Prior Technology Agreement. Each of Ralcorp and Branded Subsidiary hereby agrees that it shall, or, if necessary to fulfill its obligations hereunder, it shall cause its Affiliates and subsidiaries to, promptly comply with (in no case, more than fourteen (14) days after its receipt of) any such request by New Ralcorp by providing any such subsidiary or Affiliate of New Ralcorp with all documentation necessary to provide such Affiliate or subsidiary with the same rights as transferred to New Ralcorp by this Agreement. For purposes of this Agreement, "Successor Third Party" shall mean any entity to whom New Ralcorp transfers (by way of asset transfer, stock transfer, merger or otherwise) following the date hereof all or substantially all of (x) its ready to eat cereal, cereal based snack and cereal based snack mix business as a whole, (y) substantially all of its assets, title, properties, interests, rights and privileges, tangible and intangible, to manufacture and sell cereals that are identical to or substantially similar in form or overall appearance to cereal products bearing the CHEX trademark, or (z) after a transfer of the business as described in (y), the ready to eat cereal, cereal based snack and cereal based snack mix business then remaining, including any entity that is a subsidiary or Affiliate of New Ralcorp, and any entity which is a subsequent 8

transferee of any of the businesses described in (x), (y) or (z) of this Section V.2; it being understood that any license of the Shared Technical Information and Know How and the Branded Technical Information and Know How to a subsequent transferee shall be on the same terms and conditions as set forth in this Section V.2. 3. Each of Ralcorp and Branded Subsidiary hereby agrees that nothing contained in this Agreement shall interfere with the ability of New Ralcorp to meet its obligations to Branded Subsidiary under the Supply Agreement. 4. After the Distribution Date, none of New Ralcorp, Ralcorp nor Branded Subsidiary shall have an ongoing obligation to assign, license, share or provide to the other any Technical Information and Know How created or developed after the Distribution Date. 5. Ralcorp, Branded Subsidiary and New Ralcorp each hereby acknowledges that pursuant to the Reorganization Agreement it has agreed to abide by certain limitations, undertakings and liabilities related to the Assigned Technical Information and Know How, the Shared Technical Information and Know How and the Branded Technical Information and Know How, including those arising out of the Prior Technology Agreement. ARTICLE VI - ASSIGNABILITY

transferee of any of the businesses described in (x), (y) or (z) of this Section V.2; it being understood that any license of the Shared Technical Information and Know How and the Branded Technical Information and Know How to a subsequent transferee shall be on the same terms and conditions as set forth in this Section V.2. 3. Each of Ralcorp and Branded Subsidiary hereby agrees that nothing contained in this Agreement shall interfere with the ability of New Ralcorp to meet its obligations to Branded Subsidiary under the Supply Agreement. 4. After the Distribution Date, none of New Ralcorp, Ralcorp nor Branded Subsidiary shall have an ongoing obligation to assign, license, share or provide to the other any Technical Information and Know How created or developed after the Distribution Date. 5. Ralcorp, Branded Subsidiary and New Ralcorp each hereby acknowledges that pursuant to the Reorganization Agreement it has agreed to abide by certain limitations, undertakings and liabilities related to the Assigned Technical Information and Know How, the Shared Technical Information and Know How and the Branded Technical Information and Know How, including those arising out of the Prior Technology Agreement. ARTICLE VI - ASSIGNABILITY New Ralcorp's rights herein as to the Shared Technical Information and Know How and the Branded Technical Information and Know How shall not be assignable except to its successor by operation of law and except as otherwise expressly provided herein; otherwise, this Agreement and the rights granted herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. ARTICLE VII - MISCELLANEOUS PROVISIONS 1. Should any provision of this Agreement be declared unenforceable for any reason or found contrary to any law or statute, said provision shall be adjusted in accordance with such decision or if it cannot be so adjusted will automatically cease to be a part of this Agreement without affecting any other provisions or obligation thereof. 2. This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri. 3. The headings used in this Agreement are for reference only and shall not be relied upon or used in the interpretation of this Agreement. 4. The dispute resolution provisions contained in Article XII of the Reorganization Agreement will control in the event of any dispute in relation to this Agreement. 9

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representative effective on the day and year set forth in this Agreement. RALCORP HOLDINGS INC.
By: /s/ J. R. Micheletto ----------------------------------Name: J. R. Micheletto Title: Chief Executive Officer and President

CHEX INC.
By: /s/ R. W. Lockwood ----------------------------------Name: R. W. Lockwood Title: President

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representative effective on the day and year set forth in this Agreement. RALCORP HOLDINGS INC.
By: /s/ J. R. Micheletto ----------------------------------Name: J. R. Micheletto Title: Chief Executive Officer and President

CHEX INC.
By: /s/ R. W. Lockwood ----------------------------------Name: R. W. Lockwood Title: President

NEW RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto ----------------------------------Name: J. R. Micheletto Title: Chief Executive Officer and President

10

SCHEDULE A TO THE TECHNOLOGY AGREEMENT SPECIAL ASSIGNED TECHNICAL INFORMATION AND KNOW HOW 1. Twin screw extrusion technology and equipment currently and historically associated exclusively with cereals not offered by and not reduced to practice for use by cereal or snack mixes of the Branded Business. 2. Cooking, shredding, baking and sugar frosting technology and equipment at Bremner facility in Princeton, Kentucky currently and historically associated exclusively with cereals (including cereals not yet in commercial production) not offered by and not reduced to practice for use by cereal or snack mixes of the Branded Business. 3. Crispy hexagon forming rolls and related technology currently and historically associated exclusively with cereals not offered by the Branded Business. 11

SCHEDULE B TO THE TECHNOLOGY AGREEMENT 1. Formulas and processing steps, times and conditions for the Designated Products 2. To the extent they are exclusively associated with the Designated Products, the following, as well: Material specifications Machine and equipment settings

SCHEDULE A TO THE TECHNOLOGY AGREEMENT SPECIAL ASSIGNED TECHNICAL INFORMATION AND KNOW HOW 1. Twin screw extrusion technology and equipment currently and historically associated exclusively with cereals not offered by and not reduced to practice for use by cereal or snack mixes of the Branded Business. 2. Cooking, shredding, baking and sugar frosting technology and equipment at Bremner facility in Princeton, Kentucky currently and historically associated exclusively with cereals (including cereals not yet in commercial production) not offered by and not reduced to practice for use by cereal or snack mixes of the Branded Business. 3. Crispy hexagon forming rolls and related technology currently and historically associated exclusively with cereals not offered by the Branded Business. 11

SCHEDULE B TO THE TECHNOLOGY AGREEMENT 1. Formulas and processing steps, times and conditions for the Designated Products 2. To the extent they are exclusively associated with the Designated Products, the following, as well: Material specifications Machine and equipment settings Equipment and manufacturing specifications and instructions Plant operating procedures Testing procedures Sampling procedures Safety protocols Ingredient testing 12

EXHIBIT 10.5 TAX SHARING AGREEMENT BETWEEN RALCORP HOLDINGS, INC. AND NEW RALCORP HOLDINGS, INC. THIS AGREEMENT (the "Agreement") dated as of January 31, 1997, is made by and between Ralcorp Holdings, Inc. ("Ralcorp"), a Missouri corporation, and New Ralcorp Holdings, Inc., a Missouri Corporation ("New Ralcorp"), and each of the parties listed on the signature page.

SCHEDULE B TO THE TECHNOLOGY AGREEMENT 1. Formulas and processing steps, times and conditions for the Designated Products 2. To the extent they are exclusively associated with the Designated Products, the following, as well: Material specifications Machine and equipment settings Equipment and manufacturing specifications and instructions Plant operating procedures Testing procedures Sampling procedures Safety protocols Ingredient testing 12

EXHIBIT 10.5 TAX SHARING AGREEMENT BETWEEN RALCORP HOLDINGS, INC. AND NEW RALCORP HOLDINGS, INC. THIS AGREEMENT (the "Agreement") dated as of January 31, 1997, is made by and between Ralcorp Holdings, Inc. ("Ralcorp"), a Missouri corporation, and New Ralcorp Holdings, Inc., a Missouri Corporation ("New Ralcorp"), and each of the parties listed on the signature page. WHEREAS, Ralcorp is the common parent of an affiliated group of domestic corporations, including New Ralcorp (the successor to Ralston Foods, Inc.), for which a consolidated Federal Income Tax Return is filed; WHEREAS, Ralcorp proposes to distribute to its shareholders all of its stock in New Ralcorp (the "Distribution") under the Reorganization Agreement among Ralcorp, New Ralcorp, Branded Subsidiary and Acquiror dated January 31, 1997, subject to receipt of a favorable ruling from the Internal Revenue Service or an opinion of counsel that the Distribution qualifies for tax-free treatment under section 355 of the Code; WHEREAS, following the Distribution, New Ralcorp will become the common parent of an affiliated group of domestic corporations for which a consolidated Federal Income Tax Return will be filed; WHEREAS, New Ralcorp and its Affiliates will exist independent of Ralcorp and its Affiliates after the Distribution Date; and WHEREAS, the parties desire to set forth their agreement relating to their respective obligations, responsibilities, rights and entitlements with respect to their Federal, state and local Tax liabilities, as well as certain other Tax matters, attributable to periods before and after the Distribution;

EXHIBIT 10.5 TAX SHARING AGREEMENT BETWEEN RALCORP HOLDINGS, INC. AND NEW RALCORP HOLDINGS, INC. THIS AGREEMENT (the "Agreement") dated as of January 31, 1997, is made by and between Ralcorp Holdings, Inc. ("Ralcorp"), a Missouri corporation, and New Ralcorp Holdings, Inc., a Missouri Corporation ("New Ralcorp"), and each of the parties listed on the signature page. WHEREAS, Ralcorp is the common parent of an affiliated group of domestic corporations, including New Ralcorp (the successor to Ralston Foods, Inc.), for which a consolidated Federal Income Tax Return is filed; WHEREAS, Ralcorp proposes to distribute to its shareholders all of its stock in New Ralcorp (the "Distribution") under the Reorganization Agreement among Ralcorp, New Ralcorp, Branded Subsidiary and Acquiror dated January 31, 1997, subject to receipt of a favorable ruling from the Internal Revenue Service or an opinion of counsel that the Distribution qualifies for tax-free treatment under section 355 of the Code; WHEREAS, following the Distribution, New Ralcorp will become the common parent of an affiliated group of domestic corporations for which a consolidated Federal Income Tax Return will be filed; WHEREAS, New Ralcorp and its Affiliates will exist independent of Ralcorp and its Affiliates after the Distribution Date; and WHEREAS, the parties desire to set forth their agreement relating to their respective obligations, responsibilities, rights and entitlements with respect to their Federal, state and local Tax liabilities, as well as certain other Tax matters, attributable to periods before and after the Distribution; NOW, THEREFORE, in consideration of the premises and of the agreements herein set forth, Ralcorp (on its own behalf and on behalf of its Affiliates) and New Ralcorp (on its own behalf and on behalf of its Affiliates) hereby agree as follows:

ARTICLE I. GENERAL PROVISIONS SEC. 1 DEFINITIONS (a) As used in this Agreement: "Affiliate" shall have the meaning assigned to it in the Reorganization Agreement. "Code" means the Internal Revenue Code of 1986, as amended. "Consolidated State Tax" means, with respect to each state, any Income Tax payable to any such state in which New Ralcorp or any of its Affiliates is or may be liable for such Tax on a consolidated, combined or unitary basis with Ralcorp or any of its Affiliates. "Distribution Date" means the date that the shares of New Ralcorp are distributed to the Ralcorp shareholders. "Federal Tax" means any United States net income, environmental, excise, alternative or add-on minimum Tax.

ARTICLE I. GENERAL PROVISIONS SEC. 1 DEFINITIONS (a) As used in this Agreement: "Affiliate" shall have the meaning assigned to it in the Reorganization Agreement. "Code" means the Internal Revenue Code of 1986, as amended. "Consolidated State Tax" means, with respect to each state, any Income Tax payable to any such state in which New Ralcorp or any of its Affiliates is or may be liable for such Tax on a consolidated, combined or unitary basis with Ralcorp or any of its Affiliates. "Distribution Date" means the date that the shares of New Ralcorp are distributed to the Ralcorp shareholders. "Federal Tax" means any United States net income, environmental, excise, alternative or add-on minimum Tax. "Income Taxes" means any Federal Tax, state or local income or franchise tax or other tax measured by income and all other taxes reported on returns which include federal, state or local income or franchise taxes or other taxes measured by income, together with any interest, penalties or additions to tax imposed with respect thereto, but excluding therefrom any taxes imposed by any foreign government or subdivision thereof. "Income Tax Return" means any federal, state or local consolidated or separate Tax Return which reports Income Taxes of Ralcorp, New Ralcorp or any Affiliate thereof. "Other Taxes" means Taxes other than Income Taxes. "Post-Distribution Tax Period" means a taxable year or other taxable period beginning after the Distribution Date, including the portion of any Straddle Period occurring subsequent to the Distribution Date. "Pre-Distribution Tax Period" means any taxable year or other taxable period beginning before, and ending on or before, the Distribution Date, including the portion of any Straddle Period occurring prior to the Distribution Date. "Ralcorp Consolidated Group" means, with respect to any taxable period, the corporations which are members of the affiliated group of corporations of which Ralcorp is the common parent (within the meaning of section 1504 of the Code). "Straddle Period" means any taxable period that includes (but does not end on) the Distribution Date. 2

"Tax" means (A) any net income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, transfer, recording, severance, stamp, occupation, premium, property, environmental, custom duty, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount imposed by any governmental authority responsible for the imposition of any such domestic or foreign tax (a "Taxing Authority"); and (B) any liability of Ralcorp, New Ralcorp or any Affiliate (or, in each case, any successor in interest thereto by merger or otherwise), as the case may be, for (x) the payment of any amounts of the type described in clause (A) for any taxable period resulting from the application of Treasury Regulation section 1.1502-6 or, in the case of any Consolidated State Tax, any similar provision applicable under State law or (y) for any amount of the type described in (A) under any Tax sharing, Tax indemnity or other such agreement. "Tax Return" means all reports, estimates, extensions, information statements and returns relating to or required by law to be filed by either Ralcorp and its Affiliates or New Ralcorp and its Affiliates in connection with any

"Tax" means (A) any net income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, transfer, recording, severance, stamp, occupation, premium, property, environmental, custom duty, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount imposed by any governmental authority responsible for the imposition of any such domestic or foreign tax (a "Taxing Authority"); and (B) any liability of Ralcorp, New Ralcorp or any Affiliate (or, in each case, any successor in interest thereto by merger or otherwise), as the case may be, for (x) the payment of any amounts of the type described in clause (A) for any taxable period resulting from the application of Treasury Regulation section 1.1502-6 or, in the case of any Consolidated State Tax, any similar provision applicable under State law or (y) for any amount of the type described in (A) under any Tax sharing, Tax indemnity or other such agreement. "Tax Return" means all reports, estimates, extensions, information statements and returns relating to or required by law to be filed by either Ralcorp and its Affiliates or New Ralcorp and its Affiliates in connection with any Taxes and in the case of consolidated or combined tax returns, by Ralcorp on behalf of New Ralcorp and its Affiliates, and all information returns (e.g., Form W-2, Form 1099) and reports relating to Taxes and employee benefit plans of either Ralcorp and its Affiliates or New Ralcorp and its Affiliates. (b) Any term used in this Agreement which is not defined in this Agreement shall, to the extent the context requires, have the meaning assigned to it in the Reorganization Agreement, Code or applicable Treasury Regulations thereunder, as the case may be. SEC. 2. RESPONSIBILITIES Except as otherwise provided herein, New Ralcorp is and will be liable for all Taxes of (1) New Ralcorp or any New Ralcorp Affiliate for any Pre- or Post-Distribution Tax Period and (2) Ralcorp or any Ralcorp Affiliate for any Pre-Distribution Tax Period, including any such liabilities resulting from an audit or other adjustment to previously filed Tax Returns. Ralcorp will be liable for all Taxes of Ralcorp or any Ralcorp Affiliate attributable to any Post-Distribution Tax Period. In the case of any Straddle Period, Taxes shall be allocated to the Pre-Distribution Tax Period and the PostDistribution Tax Period in accordance with the following principles: (a) periodic Taxes that are not based on income or receipts (e.g., property Taxes) for the relevant portion of any Straddle Period shall be computed based upon the ratio of the number of days in the Pre-Distribution Date Tax Period or Post-Distribution Date Tax Period, as the case may be, and the number of days in the entire Tax period; and (b) Taxes for the Pre-Distribution Date Tax Period or Post-Distribution Date Tax Period, as the case may be (other than Taxes described in clause (a)) shall be 3

computed as if such taxable period ended as of the close of business on the Distribution Date, and, in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other "flowthrough" entity (other than its Subsidiaries), as if a taxable period of such partnership or the "flowthrough" entity ended as of the close of business on the Distribution Date. SEC. 3. TAX ADJUSTMENTS New Ralcorp and Ralcorp recognize that since the Distribution Date will occur on some date during the fiscal year ending September 30, 1997, and certain Tax Returns will cover a period which includes the Distribution Date, there will be certain income and expense items of New Ralcorp and its Affiliates and Ralcorp and its Affiliates which may require adjustments to be made for Tax accounting and Tax Return preparation between the portion of the fiscal year beginning October 1, 1996, and ending with the Distribution Date and the portion of the fiscal year beginning the day after the Distribution Date and ending September 30, 1997. These required Tax adjustments may impact the amount of Taxes due on certain returns and the applicable payment dates to various

computed as if such taxable period ended as of the close of business on the Distribution Date, and, in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other "flowthrough" entity (other than its Subsidiaries), as if a taxable period of such partnership or the "flowthrough" entity ended as of the close of business on the Distribution Date. SEC. 3. TAX ADJUSTMENTS New Ralcorp and Ralcorp recognize that since the Distribution Date will occur on some date during the fiscal year ending September 30, 1997, and certain Tax Returns will cover a period which includes the Distribution Date, there will be certain income and expense items of New Ralcorp and its Affiliates and Ralcorp and its Affiliates which may require adjustments to be made for Tax accounting and Tax Return preparation between the portion of the fiscal year beginning October 1, 1996, and ending with the Distribution Date and the portion of the fiscal year beginning the day after the Distribution Date and ending September 30, 1997. These required Tax adjustments may impact the amount of Taxes due on certain returns and the applicable payment dates to various government authorities for any type of Tax covered by this Agreement. Recognizing the extended return preparation periods, and the time needed to determine such final tax adjustments between New Ralcorp and Ralcorp, the parties agree that such tax adjustments shall be made and given effect separate and apart from other adjustments under the Reorganization Agreement as provided therein. Notice and documentation of such adjustments shall be provided the other party within 30 days of determination. Any required payment resulting from such tax adjustments from one party to the other shall be made within thirty (30) days of the receipt of written request therefor. SEC. 4. MUTUAL COOPERATION New Ralcorp and Ralcorp will, and will cause each of their respective Affiliates to, cooperate with each other in filing any tax return or consent contemplated by this Agreement and to take such action as the other party may reasonably request, including but not limited to the following: (a) provide data for the preparation of Tax Returns, including schedules, and make elections that may be required by the other party; (b) provide required documents and data and cooperate in audits or investigations of Tax Returns and execute appropriate powers of attorney in favor of the other party and/or its agents; (c) file protests or otherwise contest proposed or asserted tax deficiencies, including filing petitions for redetermination or prosecuting actions for refund in court and pursuing the appeal of such actions; (d) take any of the actions of the type described in Treasury Regulation section 1.1502-77(a) (describing the scope of the agency of the common parent of a group of affiliated corporations); and 4

(e) file requests for the extension of time within which to file Tax Returns. ARTICLE II. FEDERAL INCOME TAXES SEC. 1. FEDERAL RETURNS (a) New Ralcorp will join, and will cause each eligible New Ralcorp Affiliate to join, in the consolidated Federal Tax Income Tax Return to be filed by Ralcorp for all Pre-Distribution Tax Periods. Ralcorp will not elect to file separate Federal Tax Income Tax Returns for any such periods; (b) New Ralcorp hereby designates, and New Ralcorp agrees to cause each of the New Ralcorp Affiliates to designate, Ralcorp irrevocably as its agent for the purpose of taking any and all action necessary or incidental to the filing of consolidated Federal Tax Income Tax Returns, including the filing of Internal Revenue Service Form 1122 (consent to be included in the consolidated Federal Tax Return), and New Ralcorp agrees to deliver, and to cause each of the New Ralcorp Affiliates to deliver, to Ralcorp executed copies of said Form 1122, if

(e) file requests for the extension of time within which to file Tax Returns. ARTICLE II. FEDERAL INCOME TAXES SEC. 1. FEDERAL RETURNS (a) New Ralcorp will join, and will cause each eligible New Ralcorp Affiliate to join, in the consolidated Federal Tax Income Tax Return to be filed by Ralcorp for all Pre-Distribution Tax Periods. Ralcorp will not elect to file separate Federal Tax Income Tax Returns for any such periods; (b) New Ralcorp hereby designates, and New Ralcorp agrees to cause each of the New Ralcorp Affiliates to designate, Ralcorp irrevocably as its agent for the purpose of taking any and all action necessary or incidental to the filing of consolidated Federal Tax Income Tax Returns, including the filing of Internal Revenue Service Form 1122 (consent to be included in the consolidated Federal Tax Return), and New Ralcorp agrees to deliver, and to cause each of the New Ralcorp Affiliates to deliver, to Ralcorp executed copies of said Form 1122, if required. New Ralcorp further agrees to furnish, and to cause each of the New Ralcorp Affiliates to furnish, Ralcorp with any and all information requested by Ralcorp in order to carry out the provisions of this Agreement without any charge to Ralcorp. Ralcorp agrees to furnish to New Ralcorp any and all information requested by New Ralcorp in order to carry out the provisions of this Agreement without any charge to New Ralcorp. (c) New Ralcorp shall prepare, at its expense, and Ralcorp shall review, all Federal Tax Income Tax Returns of the Ralcorp Consolidated Group in respect of any Pre-Distribution Period. (d) Ralcorp, as the common parent of the Ralcorp Consolidated Group, shall be responsible for filing all Federal Tax Income Tax Returns required to be filed by or on behalf of Ralcorp or a Ralcorp Affiliate in respect of any Post-Distribution Tax Period. SEC. 2. FEDERAL TAX LIABILITIES (a) Except as otherwise provided in this Agreement, New Ralcorp and each New Ralcorp Affiliate shall be liable for, and shall indemnify and hold Ralcorp and each Ralcorp Affiliate harmless against, any and all Indemnifiable Losses with respect to Federal Taxes attributable to the Ralcorp Consolidated Group or any other consolidated group of which New Ralcorp, Ralcorp or any of their respective Affiliates are or were members in respect of any Pre-Distribution Tax Period and New Ralcorp shall be entitled to all refunds of any such Federal Taxes in respect of such Pre-Distribution Tax Period. (b) Except as otherwise provided in this Agreement, Ralcorp and each Ralcorp Affiliate shall be liable for, and shall indemnify and hold New Ralcorp and each New Ralcorp Affiliate harmless against, any and all Indemnifiable Losses with respect to Federal Taxes, in respect of any Post-Distribution Tax Period, attributable to the Ralcorp Consolidated 5

Group or any other consolidated group of which Ralcorp or any of its Affiliates are or will be members. (c) If, as a result of operations in a Post-Distribution Tax Period, New Ralcorp or any of its Affiliates shall have, for Federal Tax purposes, any losses or credits which may be carried back to a Pre-Distribution Tax Period, New Ralcorp shall be entitled to any Tax refunds, as a result of such carrybacks and any Tax refunds (plus interest) received by Ralcorp or its Affiliates as a result of such carrybacks shall be remitted to New Ralcorp. Ralcorp agrees to cooperate with New Ralcorp to obtain such Tax refunds and New Ralcorp agrees to reimburse Ralcorp for its reasonable expenses related thereto. In the event any such refund is disallowed to any extent, such refund (including interest and penalties) shall be remitted to Ralcorp. (d) If there are timing differences reflected in the Federal Tax Income Tax Return of the Ralcorp Consolidated Group as filed for either the taxable year ended September 30, 1996 or the taxable period ending on the Distribution Date but that are not included in the deferred income tax balance on the Closing Date Balance Sheet, and such timing differences reverse in a Ralcorp or Affiliate Income Tax Returns in a Post-Distribution Tax

Group or any other consolidated group of which Ralcorp or any of its Affiliates are or will be members. (c) If, as a result of operations in a Post-Distribution Tax Period, New Ralcorp or any of its Affiliates shall have, for Federal Tax purposes, any losses or credits which may be carried back to a Pre-Distribution Tax Period, New Ralcorp shall be entitled to any Tax refunds, as a result of such carrybacks and any Tax refunds (plus interest) received by Ralcorp or its Affiliates as a result of such carrybacks shall be remitted to New Ralcorp. Ralcorp agrees to cooperate with New Ralcorp to obtain such Tax refunds and New Ralcorp agrees to reimburse Ralcorp for its reasonable expenses related thereto. In the event any such refund is disallowed to any extent, such refund (including interest and penalties) shall be remitted to Ralcorp. (d) If there are timing differences reflected in the Federal Tax Income Tax Return of the Ralcorp Consolidated Group as filed for either the taxable year ended September 30, 1996 or the taxable period ending on the Distribution Date but that are not included in the deferred income tax balance on the Closing Date Balance Sheet, and such timing differences reverse in a Ralcorp or Affiliate Income Tax Returns in a Post-Distribution Tax Period, then notice and documentation of such adjustments shall be provided the other party within thirty (30) days of determination, and (i) If such timing difference reversal results in an actual increase of Federal Tax liability of Ralcorp for such subsequent periods, New Ralcorp shall pay Ralcorp the amount of such liability when due or within thirty (30) days of the receipt of written request therefore, whichever is later; or (ii) If such timing difference reversal results in an actual diminution of Federal Tax liability of Ralcorp for such subsequent periods, Ralcorp shall pay New Ralcorp the amount of such actual savings within thirty (30) days of written notice as provided herein. (e) Anything in this Agreement to the contrary notwithstanding New Ralcorp and each New Ralcorp Affiliate shall be liable for and shall indemnify and hold Ralcorp and each Ralcorp Affiliate harmless against any and all Indemnifiable Losses (as defined in the Reorganization Agreement) with respect to Taxes directly arising out of or directly resulting from any transactions set forth in the Reorganization Agreement, the other Ancillary Agreements or the Merger Agreement unless such Tax liability arises as a result of a breach of Ralcorp of its obligations under Section 10.2 of the Reorganization Agreement. SEC. 3. FEDERAL TAX ADJUSTMENTS (a) New Ralcorp's liability under Section 2 hereto for all Taxes for any Pre-Distribution Tax Period shall be adjusted consistent with any adjustments made by the Internal Revenue Service to the taxable income, loss or tax credits of Ralcorp and its subsidiary. For 6

purposes of this Agreement, the term "tax credits" shall include, but shall not be limited to, any business tax credit available under the Code. (b) If the Internal Revenue Service shall make an adjustment to the Consolidated Return of the Ralcorp Consolidated Group for any Pre- Distribution Tax Period, and such adjustment, consistently applied would require Ralcorp or a Ralcorp Affiliate to make a corresponding adjustment to their Federal Tax Income Tax Returns for any Post-Distribution Period, then (i) if such corresponding adjustment in the Federal Tax Income Tax Returns of Ralcorp or any of its Affiliates results in an increase of Federal Tax liability for such Post-Distribution Tax Period, New Ralcorp shall pay Ralcorp the amount of such liability, when due, including any applicable interest, penalties or additions to tax. Any payment by New Ralcorp to Ralcorp of a refund or additional tax credit shall be made within ninety (90) days after such adjustment; or (ii) if such corresponding adjustment in the Federal Tax Income Tax Returns of Ralcorp or any of its Affiliates would result in an actual diminution of Federal Tax liability for such Post-Distribution Period, whether or not an actual amended return is filed, Ralcorp shall pay New Ralcorp the amount of such actual savings plus interest

purposes of this Agreement, the term "tax credits" shall include, but shall not be limited to, any business tax credit available under the Code. (b) If the Internal Revenue Service shall make an adjustment to the Consolidated Return of the Ralcorp Consolidated Group for any Pre- Distribution Tax Period, and such adjustment, consistently applied would require Ralcorp or a Ralcorp Affiliate to make a corresponding adjustment to their Federal Tax Income Tax Returns for any Post-Distribution Period, then (i) if such corresponding adjustment in the Federal Tax Income Tax Returns of Ralcorp or any of its Affiliates results in an increase of Federal Tax liability for such Post-Distribution Tax Period, New Ralcorp shall pay Ralcorp the amount of such liability, when due, including any applicable interest, penalties or additions to tax. Any payment by New Ralcorp to Ralcorp of a refund or additional tax credit shall be made within ninety (90) days after such adjustment; or (ii) if such corresponding adjustment in the Federal Tax Income Tax Returns of Ralcorp or any of its Affiliates would result in an actual diminution of Federal Tax liability for such Post-Distribution Period, whether or not an actual amended return is filed, Ralcorp shall pay New Ralcorp the amount of such actual savings plus interest either (a) when such refund and related interest are received and required to be remitted within the period provided in this Agreement, or (b) within ninety (90) days of written notice by New Ralcorp to Ralcorp that corresponding adjustments should be made, if an amended return is not filed. (c) Any interest payment shall be calculated from the same date and at the rate used by the Internal Revenue Service in computing the interest payable by it or to it. Unless otherwise provided, all payments required to be made under this Agreement from one party to another shall be made promptly after the event which gives rise to the requirement for payment occurs. 7

SEC. 4. CONTEST OF FEDERAL ADJUSTMENTS Any Federal Tax deficiencies or refund claims which arise with respect to the consolidated Federal Tax liability of the New Ralcorp Consolidated Group and which are attributable to any Pre-Distribution Period shall, be defended or prosecuted by New Ralcorp at its own cost and expense and with counsel and accountants of its own selection; provided, however, Ralcorp may participate in any such proceeding at its own cost and expense (in either event such cost or expense not to include the amount of any payment of any tax claim, interest or penalties, or of any compromise settlement or other disposition thereof). New Ralcorp shall have control of any such proceedings, but New Ralcorp shall not compromise or settle any deficiency of Federal Tax which may reasonably be expected to affect Ralcorp or any Ralcorp Affiliate without the prior written consent of Ralcorp, which consent shall not be unreasonably withheld. New Ralcorp and Ralcorp and their respective Affiliates also agree to execute and file such Treasury Department waivers, consents, or other forms, Tax Court or other petitions, refund claims, complaints, powers of attorney and other documents needed from time to time in order to defend, prosecute or resolve the Federal Tax deficiencies or refund claims which are the subject of this Article II, Section 4. Ralcorp shall have a reasonable opportunity to review and comment upon any documents to be submitted to a court or governmental agency. ARTICLE III. STATE AND LOCAL INCOME TAXES SEC. 1. STATE AND LOCAL RETURNS (a) Ralcorp and the Ralcorp Affiliates have filed separately, or have been included in combined or consolidated Income Tax Returns, with New Ralcorp and various New Ralcorp Affiliates in the various states of the United States and in certain other local jurisdictions in which they carry on their trade or businesses. (b) Ralcorp will file, and New Ralcorp and the New Ralcorp Affiliates consent to the filing of, all combined or consolidated state and local Income Tax Returns which include the businesses of New Ralcorp and the New Ralcorp Affiliates for any Pre-Distribution Tax Period. Such combined or consolidated state and local Income Tax Returns shall be prepared by New Ralcorp, unless such Income Tax Returns are for a Straddle Period, in

SEC. 4. CONTEST OF FEDERAL ADJUSTMENTS Any Federal Tax deficiencies or refund claims which arise with respect to the consolidated Federal Tax liability of the New Ralcorp Consolidated Group and which are attributable to any Pre-Distribution Period shall, be defended or prosecuted by New Ralcorp at its own cost and expense and with counsel and accountants of its own selection; provided, however, Ralcorp may participate in any such proceeding at its own cost and expense (in either event such cost or expense not to include the amount of any payment of any tax claim, interest or penalties, or of any compromise settlement or other disposition thereof). New Ralcorp shall have control of any such proceedings, but New Ralcorp shall not compromise or settle any deficiency of Federal Tax which may reasonably be expected to affect Ralcorp or any Ralcorp Affiliate without the prior written consent of Ralcorp, which consent shall not be unreasonably withheld. New Ralcorp and Ralcorp and their respective Affiliates also agree to execute and file such Treasury Department waivers, consents, or other forms, Tax Court or other petitions, refund claims, complaints, powers of attorney and other documents needed from time to time in order to defend, prosecute or resolve the Federal Tax deficiencies or refund claims which are the subject of this Article II, Section 4. Ralcorp shall have a reasonable opportunity to review and comment upon any documents to be submitted to a court or governmental agency. ARTICLE III. STATE AND LOCAL INCOME TAXES SEC. 1. STATE AND LOCAL RETURNS (a) Ralcorp and the Ralcorp Affiliates have filed separately, or have been included in combined or consolidated Income Tax Returns, with New Ralcorp and various New Ralcorp Affiliates in the various states of the United States and in certain other local jurisdictions in which they carry on their trade or businesses. (b) Ralcorp will file, and New Ralcorp and the New Ralcorp Affiliates consent to the filing of, all combined or consolidated state and local Income Tax Returns which include the businesses of New Ralcorp and the New Ralcorp Affiliates for any Pre-Distribution Tax Period. Such combined or consolidated state and local Income Tax Returns shall be prepared by New Ralcorp, unless such Income Tax Returns are for a Straddle Period, in which case Ralcorp shall prepare the Income Tax Returns subject to the review and approval of New Ralcorp. (c) Ralcorp will be responsible for filing combined or consolidated state or local Income Tax Returns for Ralcorp and the Ralcorp Affiliates in any state or local jurisdiction in which such a return is required for any PostDistribution Tax Period. (d) New Ralcorp and its Affiliates will be responsible for filing the separate state or local Income Tax Returns for New Ralcorp and each New Ralcorp Affiliate in each state or local jurisdiction in which such a return is required for any Pre- or Post-Distribution Tax Period. SEC. 2. STATE AND LOCAL TAX LIABILITY 8

(a) Except as otherwise provided herein, New Ralcorp shall be responsible for paying any amount of state and local Income Tax attributable to Ralcorp or its Affiliates for any Pre-Distribution Tax Period and to New Ralcorp or its Affiliates for any Pre-Distribution Tax Period or Post-Distribution Tax Period. Ralcorp or the Ralcorp Affiliates shall be responsible for paying any state or local Income Tax attributable to Ralcorp or a Ralcorp Affiliate in respect of any Post-Distribution Tax Period. (b) If there are timing differences reflected in the state and local Income Tax Returns of the Ralcorp Consolidated Group as filed for a Pre-Distribution Tax Period but which are not included in the deferred income tax balance on the Closing Date Balance Sheet, and such timing differences should reverse in Ralcorp Consolidated Group state and local Income Tax Returns in a Post-Distribution Tax Period, then notice and documentation of such adjustments shall be provided the other party within thirty (30) days of determination, and (i) If such timing difference reversal results in an actual increase of state and local Income Tax liability of Ralcorp for such subsequent periods, New Ralcorp shall pay Ralcorp the amount of such liability when due or within thirty

(a) Except as otherwise provided herein, New Ralcorp shall be responsible for paying any amount of state and local Income Tax attributable to Ralcorp or its Affiliates for any Pre-Distribution Tax Period and to New Ralcorp or its Affiliates for any Pre-Distribution Tax Period or Post-Distribution Tax Period. Ralcorp or the Ralcorp Affiliates shall be responsible for paying any state or local Income Tax attributable to Ralcorp or a Ralcorp Affiliate in respect of any Post-Distribution Tax Period. (b) If there are timing differences reflected in the state and local Income Tax Returns of the Ralcorp Consolidated Group as filed for a Pre-Distribution Tax Period but which are not included in the deferred income tax balance on the Closing Date Balance Sheet, and such timing differences should reverse in Ralcorp Consolidated Group state and local Income Tax Returns in a Post-Distribution Tax Period, then notice and documentation of such adjustments shall be provided the other party within thirty (30) days of determination, and (i) If such timing difference reversal results in an actual increase of state and local Income Tax liability of Ralcorp for such subsequent periods, New Ralcorp shall pay Ralcorp the amount of such liability when due or within thirty (30) days of the receipt of written request therefore, whichever is later; or (ii) If such timing difference reversal results in an actual diminution of state and local Income Tax liability of Ralcorp for such subsequent periods, Ralcorp shall pay New Ralcorp the amount of such actual savings within thirty (30) days of written notice as provided herein. SEC. 3. STATE TAX ADJUSTMENTS If a state or local Taxing Authority makes an adjustment for an item reported on a state or local Income Tax Return of Ralcorp or a Ralcorp Affiliate attributable to a Pre-Distribution Tax Period (including adjustments to tax basis determination or tax accounting methods with respect to its property and accounts included in and carried forward from the Distribution Date), any resulting increase or decrease in the Tax liability of Ralcorp and/or a Ralcorp Affiliate shall be accounted for between New Ralcorp and Ralcorp in accordance with the principles and provisions of Article II, Section 3(b) of this Agreement. SEC. 4. STATE TAX REFUNDS (a) If a state or local Income Tax adjustment for an item reported on a state or local Income Tax Return results in a refund in a Pre- Distribution Tax Period, that refund will be for the account of New Ralcorp in accordance with the principles and provisions of this Agreement on payments under Article III, Sections 2 and 3. (b) If, as a result of operations during periods commencing after the Distribution Date, New Ralcorp or a New Ralcorp Affiliate shall have, for state or local Income Tax purposes, any losses or credits which may be carried back to a Pre-Distribution Tax Period, New 9

Ralcorp shall be entitled to any Tax refunds resulting from such carrybacks and any Tax refunds (plus interest) received by Ralcorp or a Ralcorp Affiliate resulting from such carrybacks shall be remitted to New Ralcorp. Ralcorp agrees to cooperate with New Ralcorp to obtain such refunds and New Ralcorp agrees to reimburse Ralcorp for expenses related thereto. In the event any such refund is disallowed, to any extent, such refund (including interest and penalties) shall be remitted to Ralcorp. ARTICLE IV. OTHER TAXES SEC. 1. OTHER TAXES New Ralcorp shall be liable for all Other Taxes and Tax Returns (other than those relating to federal, state and local Income Taxes, the treatment of which has been set forth above) and for all foreign taxes attributable to Ralcorp or a Ralcorp Affiliate or New Ralcorp or a New Ralcorp Affiliate in respect of any Pre-Distribution Tax Period. Ralcorp shall be liable for all such Other Taxes attributable to Ralcorp or a Ralcorp Affiliate in respect of any Post-Distribution Tax Period.

Ralcorp shall be entitled to any Tax refunds resulting from such carrybacks and any Tax refunds (plus interest) received by Ralcorp or a Ralcorp Affiliate resulting from such carrybacks shall be remitted to New Ralcorp. Ralcorp agrees to cooperate with New Ralcorp to obtain such refunds and New Ralcorp agrees to reimburse Ralcorp for expenses related thereto. In the event any such refund is disallowed, to any extent, such refund (including interest and penalties) shall be remitted to Ralcorp. ARTICLE IV. OTHER TAXES SEC. 1. OTHER TAXES New Ralcorp shall be liable for all Other Taxes and Tax Returns (other than those relating to federal, state and local Income Taxes, the treatment of which has been set forth above) and for all foreign taxes attributable to Ralcorp or a Ralcorp Affiliate or New Ralcorp or a New Ralcorp Affiliate in respect of any Pre-Distribution Tax Period. Ralcorp shall be liable for all such Other Taxes attributable to Ralcorp or a Ralcorp Affiliate in respect of any Post-Distribution Tax Period. SEC. 2. TRANSFER TAXES New Ralcorp shall pay any and all sales, use, real property, real property gains, transfer, mortgage recording or stock transfer or stamp taxes or similar charges directly resulting from the Distribution, the Internal Spinoff, or the transactions set forth in the Reorganization Agreement or any other Ancillary Agreement imposed by any federal, state or local authorities. ARTICLE V. STATE AND LOCAL CONTESTS OF ADJUSTMENTS SEC. 1. CONTESTS OF ADJUSTMENTS Any state or local Income Tax or Other Tax liabilities which would result in a payment under Articles III or IV shall be defended (or prosecuted as a refund action) by Ralcorp or New Ralcorp, depending on which party is responsible for such Tax liability under this Agreement, at its own cost and expense and with counsel and accountants of its own selection. Ralcorp and New Ralcorp agree to cooperate fully in such defense (or prosecution) and provide promptly such executed documents as the other party may require from time to time in order to defend (or prosecute) the tax deficiencies or refund claims which are the subject of Articles III or IV. Neither party shall compromise or settle any deficiency of tax which would result in a payment under Article III or IV without the prior written consent of the other, which consent shall not be unreasonably withheld. SEC. 2. PAYMENTS New Ralcorp agrees to pay to Ralcorp and Ralcorp agrees to pay to New Ralcorp as the case may be, any amounts determined to be for the account of Ralcorp or New Ralcorp as finally determined under Articles III or IV. Such payment shall be made within thirty (30) days after the final adjustment giving rise to such payment. Any interest payment shall be calculated from the 10

same date and at the same rate used by the applicable state, local or foreign tax authority in computing the interest payable by it or to it. ARTICLE VI. DISPUTE RESOLUTION For the purposes of this Agreement, all computations or recomputations of federal, state, local or foreign income and franchise tax liability, and all computations or recomputations of any amount or any payment (including, but not limited to, computations of the amount of the tax liability, any loss or credit or deduction, statutory tax rate for a year, interest payments, and adjustments) and all determinations of payments or repayments, or determination of any other nature required to be made pursuant to this Agreement, shall be based on the assumptions and conclusions of the party making the computations. If either New Ralcorp or Ralcorp objects thereto in writing, addressed to the other party, the provisions of Article XII in the Reorganization Agreement between the parties

same date and at the same rate used by the applicable state, local or foreign tax authority in computing the interest payable by it or to it. ARTICLE VI. DISPUTE RESOLUTION For the purposes of this Agreement, all computations or recomputations of federal, state, local or foreign income and franchise tax liability, and all computations or recomputations of any amount or any payment (including, but not limited to, computations of the amount of the tax liability, any loss or credit or deduction, statutory tax rate for a year, interest payments, and adjustments) and all determinations of payments or repayments, or determination of any other nature required to be made pursuant to this Agreement, shall be based on the assumptions and conclusions of the party making the computations. If either New Ralcorp or Ralcorp objects thereto in writing, addressed to the other party, the provisions of Article XII in the Reorganization Agreement between the parties shall be applicable to resolve any issues under this Tax Sharing Agreement. ARTICLE VII. MISCELLANEOUS PROVISIONS SEC. 1. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Missouri and shall be binding on the successors and assigns of the parties hereto. SEC. 2. ENTIRE AGREEMENT. Unless specified otherwise, this Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written agreements, memoranda, negotiations and oral understandings, if any. SEC. 3. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. SECTION 4. NOTICES. All notices, demands, claims, or other communications under this Agreement shall be in writing and shall be deemed to have been given upon the delivery or mailing thereof, as the case may be, if delivered personally or sent by certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other address as a party may specify by notice to the other): 11

If to Ralcorp, to: General Mills P.O. Box 1113 Number One General Mills Blvd. Minneapolis, MN 55440 Attention: Ernest M. Harper, Jr. cc: General Mills P.O. Box 1113 Number One General Mills Blvd. Minneapolis, MN 55440 Attention: Ivy S. Bernhardson If to New Ralcorp, to: New Ralcorp Holdings, Inc._ 800 Market Street, Suite 2900_ St. Louis, Missouri 63101_ Attention: Robert W. Lockwood_ SEC. 5. COSTS AND EXPENSES. Except as expressly set forth in this Agreement, each party shall bear its own costs and expenses incurred pursuant to this Agreement.

If to Ralcorp, to: General Mills P.O. Box 1113 Number One General Mills Blvd. Minneapolis, MN 55440 Attention: Ernest M. Harper, Jr. cc: General Mills P.O. Box 1113 Number One General Mills Blvd. Minneapolis, MN 55440 Attention: Ivy S. Bernhardson If to New Ralcorp, to: New Ralcorp Holdings, Inc._ 800 Market Street, Suite 2900_ St. Louis, Missouri 63101_ Attention: Robert W. Lockwood_ SEC. 5. COSTS AND EXPENSES. Except as expressly set forth in this Agreement, each party shall bear its own costs and expenses incurred pursuant to this Agreement. SEC. 6. TERMINATION AND SURVIVAL. Notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof). SEC. 7. SECTION HEADINGS. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. SEC. 8. AMENDMENTS; NO WAIVERS. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Ralcorp and New Ralcorp or, in the case of a waiver, by the party against whom the waiver is to be effective. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 12

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
NEW RALCORP HOLDINGS, INC. BREMNER, INC.

BY /s/ J. R. MICHELETTO -----------------------------------[NAME] J. R. MICHELETTO [TITLE] CHIEF EXECUTIVE OFFICER AND PRESIDENT

BY /s/ J. R. MICHELETTO -----------------------------------[NAME] J. R. MICHELETTO [TITLE] CHIEF EXECUTIVE OFFICER

RALCORP HOLDINGS, INC.

BEECH-NUT NUTRITION CORPORATION

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.
NEW RALCORP HOLDINGS, INC. BREMNER, INC.

BY /s/ J. R. MICHELETTO -----------------------------------[NAME] J. R. MICHELETTO [TITLE] CHIEF EXECUTIVE OFFICER AND PRESIDENT

BY /s/ J. R. MICHELETTO -----------------------------------[NAME] J. R. MICHELETTO [TITLE] CHIEF EXECUTIVE OFFICER

RALCORP HOLDINGS, INC.

BEECH-NUT NUTRITION CORPORATION

BY /s/ J. R. MICHELETTO -----------------------------------[NAME] J. R. MICHELETTO [TITLE] CHIEF EXECUTIVE OFFICER AND PRESIDENT

BY /s/ J. R. MICHELETTO -----------------------------------[NAME] J. R. MICHELETTO [TITLE] CHIEF EXECUTIVE OFFICER

BREMNER FINANCE, INC.

NATIONAL OATS COMPANY

BY /s/ J. R. MICHELETTO -----------------------------------[NAME] J. R. MICHELETTO [TITLE] AUTHORIZED SIGNATORY

BY /s/ J. R. MICHELETTO -----------------------------------[NAME] J. R. MICHELETTO [TITLE] CHIEF EXECUTIVE OFFICER

13

EXHIBIT 10.6 TRANSITION SERVICES - SUPPLY AGREEMENT BETWEEN CHEX INC. AND NEW RALCORP HOLDINGS, INC. FOR "CHEX" AND "COOKIE CRISP" CEREALS

TABLE OF CONTENTS TRANSITION SERVICES - SUPPLY AGREEMENT PART I SUPPLY AGREEMENT SECTION 1 SECTION 2 SECTION 3 SECTION 4 DEFINITIONS TERM PERFORMANCE PRODUCTION SYSTEM 1 3 3 4

EXHIBIT 10.6 TRANSITION SERVICES - SUPPLY AGREEMENT BETWEEN CHEX INC. AND NEW RALCORP HOLDINGS, INC. FOR "CHEX" AND "COOKIE CRISP" CEREALS

TABLE OF CONTENTS TRANSITION SERVICES - SUPPLY AGREEMENT PART I SUPPLY AGREEMENT SECTION 1 SECTION 2 SECTION 3 SECTION 4 SECTION 5 SECTION 6 SECTION 7 SECTION 8 SECTION 9 SECTION 10 SECTION 11 SECTION 12 SECTION 13 SECTION 14 SECTION 15 SECTION 16 SECTION 17 SECTION 18 SECTION 19 SECTION 20 SECTION 21 SECTION 22 SECTION 23 DEFINITIONS TERM PERFORMANCE PRODUCTION SYSTEM MATERIALS SAMPLING AND TESTING STORAGE REJECTION INSPECTION SUPPLY; QUANTITIES PAYMENT WARRANTIES AND COVENANTS INSURANCE INDEMNIFICATION CONFIDENTIAL INFORMATION INTELLECTUAL PROPERTY BREACH TERMINATION BRANDED SUBSIDIARY PRICING RIGHTS RESERVED TO BRANDED SUBSIDIARY ASSIGNMENT INTERPRETATIONS DISCRIMINATION 1 3 3 4 4 4 5 5 6 7 8 10 11 12 14 15 15 16 16 17 17 17 17

TABLE OF CONTENTS TRANSITION SERVICES - SUPPLY AGREEMENT PART I SUPPLY AGREEMENT SECTION 1 SECTION 2 SECTION 3 SECTION 4 SECTION 5 SECTION 6 SECTION 7 SECTION 8 SECTION 9 SECTION 10 SECTION 11 SECTION 12 SECTION 13 SECTION 14 SECTION 15 SECTION 16 SECTION 17 SECTION 18 SECTION 19 SECTION 20 SECTION 21 SECTION 22 SECTION 23 DEFINITIONS TERM PERFORMANCE PRODUCTION SYSTEM MATERIALS SAMPLING AND TESTING STORAGE REJECTION INSPECTION SUPPLY; QUANTITIES PAYMENT WARRANTIES AND COVENANTS INSURANCE INDEMNIFICATION CONFIDENTIAL INFORMATION INTELLECTUAL PROPERTY BREACH TERMINATION BRANDED SUBSIDIARY PRICING RIGHTS RESERVED TO BRANDED SUBSIDIARY ASSIGNMENT INTERPRETATIONS DISCRIMINATION 1 3 3 4 4 4 5 5 6 7 8 10 11 12 14 15 15 16 16 17 17 17 17

-iTABLE OF CONTENTS (CONT.) TRANSITION SERVICES - SUPPLY AGREEMENT

SECTION 24 SECTION 25 SECTION 26 SECTION 27 SECTION 28 SECTION 29 SECTION 30

ENTIRE AGREEMENT FORCE MAJEURE GOVERNING LAW INDEPENDENT CONTRACTOR NOTICE REGULATORY NOTICE SUCCESSORS AND ASSIGNS

17 18 18 18 18 19 19

TABLE OF CONTENTS (CONT.) TRANSITION SERVICES - SUPPLY AGREEMENT

SECTION 24 SECTION 25 SECTION 26 SECTION 27 SECTION 28 SECTION 29 SECTION 30 SECTION 31 SECTION 32

ENTIRE AGREEMENT FORCE MAJEURE GOVERNING LAW INDEPENDENT CONTRACTOR NOTICE REGULATORY NOTICE SUCCESSORS AND ASSIGNS WAIVER AUTHORIZATION; VALIDITY

17 18 18 18 18 19 19 19 20 18

PART II TRANSITION SERVICES SCHEDULE(S) SCHEDULE - 1 SCHEDULE - 2

22 26

-ii-

TRANSITION SERVICES - SUPPLY AGREEMENT This Transition Services - Supply Agreement ("Agreement"), dated as of January 31, 1997, is between CHEX INC., a Delaware corporation ("Branded Subsidiary"), and NEW RALCORP HOLDINGS, INC., a Missouri corporation ("Supplier") on behalf of itself, its subsidiaries and Affiliates. WHEREAS, Branded Subsidiary and Supplier possess certain Technical Information for the manufacture of ready-to-eat (RTE) cereals; and, WHEREAS, Branded Subsidiary wishes Supplier to produce certain of such products on behalf of Branded Subsidiary and to provide certain other transition services to Branded Subsidiary; and WHEREAS, Supplier is willing to produce those products and provide those other transition services specified herein. In consideration of the mutual agreements, promises and covenants herein contained, the parties hereby agree as follows: PART I. SUPPLY AGREEMENT SECTION 1 DEFINITIONS A. "FDCA" shall mean the Federal Food, Drug and Cosmetic Act, including its amendments and regulations. B. "Laws" shall mean the FDCA and all applicable state and municipal statutes, rules and regulations substantially similar to the FDCA. C. "Nonconforming Products" shall mean Products which do not comply with the FDCA, other Laws or the

TRANSITION SERVICES - SUPPLY AGREEMENT This Transition Services - Supply Agreement ("Agreement"), dated as of January 31, 1997, is between CHEX INC., a Delaware corporation ("Branded Subsidiary"), and NEW RALCORP HOLDINGS, INC., a Missouri corporation ("Supplier") on behalf of itself, its subsidiaries and Affiliates. WHEREAS, Branded Subsidiary and Supplier possess certain Technical Information for the manufacture of ready-to-eat (RTE) cereals; and, WHEREAS, Branded Subsidiary wishes Supplier to produce certain of such products on behalf of Branded Subsidiary and to provide certain other transition services to Branded Subsidiary; and WHEREAS, Supplier is willing to produce those products and provide those other transition services specified herein. In consideration of the mutual agreements, promises and covenants herein contained, the parties hereby agree as follows: PART I. SUPPLY AGREEMENT SECTION 1 DEFINITIONS A. "FDCA" shall mean the Federal Food, Drug and Cosmetic Act, including its amendments and regulations. B. "Laws" shall mean the FDCA and all applicable state and municipal statutes, rules and regulations substantially similar to the FDCA. C. "Nonconforming Products" shall mean Products which do not comply with the FDCA, other Laws or the Specifications referred to below. -1-

D. "Plant" shall mean, for the production of rice-based cereal packaged using the "CHEX" trademark (i.e. Rice Chex), Supplier's Battle Creek, Michigan cereal plant, up to its capacity as defined in Schedule 1; and for cereal packaged using the "COOKIE CRISP" trademark, Supplier's Lancaster, Ohio cereal plant, up to its capacity as defined in Schedule 1; and Supplier's Sparks, Nevada cereal plant, to the extent Supplier deems reasonably necessary to utilize such plant for production of Cookie Crisp cereal in lieu of the Lancaster, Ohio plant. E. "Product(s)" shall mean Products Of The Type which have been offered for sale in connection with any form of any CHEX or COOKIE CRISP trademarks. F. "Technical Information" shall mean all formulae, information concerning manufacturing processes and knowhow, quality control data, test data and all other scientific and/or technical data and information ("data") relating to the development, manufacture, distribution, sale, or use of the Products and all proprietary rights embodied therein and related thereto which is licensed by Branded Subsidiary or its Affiliates to Supplier or its Affiliates, or provided to Supplier by Branded Subsidiary or which may hereafter be developed by Branded Subsidiary and provided to Supplier by Branded Subsidiary, whether provided in oral, written or other form including, but not limited to, any patent or patent application, formulation, software, product and packaging specifications, trade secrets and know-how. G. "Specifications" shall mean the formulas and specifications for the Products and their production, processing and packaging, which shall reflect the actual operating conditions and practices of Supplier as of the date of this Agreement and as such may be amended from time to time upon reasonable advance written notice by Branded Subsidiary, and other information relating to quality control, processing, packaging and administrative procedures as the parties shall mutually agree upon prior to Closing (the "Other Information"). The parties shall set forth the

D. "Plant" shall mean, for the production of rice-based cereal packaged using the "CHEX" trademark (i.e. Rice Chex), Supplier's Battle Creek, Michigan cereal plant, up to its capacity as defined in Schedule 1; and for cereal packaged using the "COOKIE CRISP" trademark, Supplier's Lancaster, Ohio cereal plant, up to its capacity as defined in Schedule 1; and Supplier's Sparks, Nevada cereal plant, to the extent Supplier deems reasonably necessary to utilize such plant for production of Cookie Crisp cereal in lieu of the Lancaster, Ohio plant. E. "Product(s)" shall mean Products Of The Type which have been offered for sale in connection with any form of any CHEX or COOKIE CRISP trademarks. F. "Technical Information" shall mean all formulae, information concerning manufacturing processes and knowhow, quality control data, test data and all other scientific and/or technical data and information ("data") relating to the development, manufacture, distribution, sale, or use of the Products and all proprietary rights embodied therein and related thereto which is licensed by Branded Subsidiary or its Affiliates to Supplier or its Affiliates, or provided to Supplier by Branded Subsidiary or which may hereafter be developed by Branded Subsidiary and provided to Supplier by Branded Subsidiary, whether provided in oral, written or other form including, but not limited to, any patent or patent application, formulation, software, product and packaging specifications, trade secrets and know-how. G. "Specifications" shall mean the formulas and specifications for the Products and their production, processing and packaging, which shall reflect the actual operating conditions and practices of Supplier as of the date of this Agreement and as such may be amended from time to time upon reasonable advance written notice by Branded Subsidiary, and other information relating to quality control, processing, packaging and administrative procedures as the parties shall mutually agree upon prior to Closing (the "Other Information"). The parties shall set forth the terms of the Other Information as an Exhibit hereto (the "Other Information Exhibit"). The Other Information Exhibit shall be made a part hereof, and may be amended from time to time by written agreement of the parties. -2-

H. The term "Products Of The Type" shall mean the identical products and all products substantially similar in form or in overall appearance to such products, whether or not they are similar in flavor or are used in association with other ingredients (e.g. raisins). I. All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Reorganization Agreement (the "Reorganization Agreement") dated as of the date hereof, by and among Supplier, Branded Subsidiary, Ralston Foods, Inc. ("Foods"), General Mills, Inc. ("General Mills"), General Mills Missouri, Inc. ("General Mills Missouri") and Ralcorp Holdings, Inc. ("Ralcorp"). SECTION 2 TERM This Agreement shall commence immediately after the Closing Date (the "Closing Date") of the Agreement and Plan of Merger by and among Ralcorp, General Mills and General Mills Missouri, dated as of August 13, 1996 (as amended, the "Merger Agreement"). This agreement shall expire, with respect to COOKIE CRISP, eighteen months after the Closing Date; provided that Branded Subsidiary may extend this Agreement, with respect to COOKIE CRISP, for a second term not to exceed six (6) months, by notice given not less than sixty (60) days prior to the expiration of such initial term. This Agreement shall expire, with respect to RICE CHEX, eighteen months after the Closing Date. SECTION 3 PERFORMANCE A. General Understanding. Supplier agrees to use reasonable efforts to produce the Products in accordance with the provisions of this Agreement. B. Performance. Supplier's performance hereunder, including its production, packaging and labeling of Products, and handling and storing ingredients and packaging materials, including stretch wrap, if any, to be used in connection with Products produced on Branded Subsidiary's behalf ("Materials"), shall be in accordance with the

H. The term "Products Of The Type" shall mean the identical products and all products substantially similar in form or in overall appearance to such products, whether or not they are similar in flavor or are used in association with other ingredients (e.g. raisins). I. All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Reorganization Agreement (the "Reorganization Agreement") dated as of the date hereof, by and among Supplier, Branded Subsidiary, Ralston Foods, Inc. ("Foods"), General Mills, Inc. ("General Mills"), General Mills Missouri, Inc. ("General Mills Missouri") and Ralcorp Holdings, Inc. ("Ralcorp"). SECTION 2 TERM This Agreement shall commence immediately after the Closing Date (the "Closing Date") of the Agreement and Plan of Merger by and among Ralcorp, General Mills and General Mills Missouri, dated as of August 13, 1996 (as amended, the "Merger Agreement"). This agreement shall expire, with respect to COOKIE CRISP, eighteen months after the Closing Date; provided that Branded Subsidiary may extend this Agreement, with respect to COOKIE CRISP, for a second term not to exceed six (6) months, by notice given not less than sixty (60) days prior to the expiration of such initial term. This Agreement shall expire, with respect to RICE CHEX, eighteen months after the Closing Date. SECTION 3 PERFORMANCE A. General Understanding. Supplier agrees to use reasonable efforts to produce the Products in accordance with the provisions of this Agreement. B. Performance. Supplier's performance hereunder, including its production, packaging and labeling of Products, and handling and storing ingredients and packaging materials, including stretch wrap, if any, to be used in connection with Products produced on Branded Subsidiary's behalf ("Materials"), shall be in accordance with the terms of this Agreement, including, without limitation, the Specifications. Branded Subsidiary -3-

reserves the right at any time to modify, delete or add to the Specifications provided that Branded Subsidiary allows Supplier reasonable time in each instance to implement any changes necessitated by such revisions in the Specifications so that Product(s) will remain in compliance with such Specifications. If any such modification(s) as approved by Supplier result(s) in additional costs to Supplier, Supplier shall be entitled to a cost increase equal to the reasonable additional costs resulting therefrom in accordance with Section 11 hereof. Such costs may include the costs of disposing of Nonconforming Product if Supplier determines, in its reasonable discretion, that it will be unable, exercising reasonable efforts, to consistently meet such revised Specifications, and notifies Branded Subsidiary accordingly. All Exhibits and Schedules attached hereto or referred to herein are incorporated by reference herein and form part of this Agreement. SECTION 4 PRODUCTION SYSTEM Supplier's Equipment. Supplier shall provide all equipment and personnel necessary to produce, package and ship Products in accordance with the terms hereof without any additional costs to Branded Subsidiary beyond those incorporated into the respective Product prices and/or rates as described in Section 11A. SECTION 5 MATERIALS Securing Materials and loss of yield shall be in accordance with Schedule 1 attached hereto. SECTION 6 SAMPLING AND TESTING A. Materials. Supplier shall inspect, sample, analyze and test all Materials received by Supplier to be used to produce or package Products in accordance with the Specifications. Any Materials which do not comply with the

reserves the right at any time to modify, delete or add to the Specifications provided that Branded Subsidiary allows Supplier reasonable time in each instance to implement any changes necessitated by such revisions in the Specifications so that Product(s) will remain in compliance with such Specifications. If any such modification(s) as approved by Supplier result(s) in additional costs to Supplier, Supplier shall be entitled to a cost increase equal to the reasonable additional costs resulting therefrom in accordance with Section 11 hereof. Such costs may include the costs of disposing of Nonconforming Product if Supplier determines, in its reasonable discretion, that it will be unable, exercising reasonable efforts, to consistently meet such revised Specifications, and notifies Branded Subsidiary accordingly. All Exhibits and Schedules attached hereto or referred to herein are incorporated by reference herein and form part of this Agreement. SECTION 4 PRODUCTION SYSTEM Supplier's Equipment. Supplier shall provide all equipment and personnel necessary to produce, package and ship Products in accordance with the terms hereof without any additional costs to Branded Subsidiary beyond those incorporated into the respective Product prices and/or rates as described in Section 11A. SECTION 5 MATERIALS Securing Materials and loss of yield shall be in accordance with Schedule 1 attached hereto. SECTION 6 SAMPLING AND TESTING A. Materials. Supplier shall inspect, sample, analyze and test all Materials received by Supplier to be used to produce or package Products in accordance with the Specifications. Any Materials which do not comply with the requirements of the Specifications shall not be used by Supplier for any reason in connection with the Products, and Supplier shall immediately notify Branded Subsidiary of all such nonconforming Material(s) when such Material(s) were supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary. The parties shall provide Materials in accordance with the terms set forth in Schedule 1. -4-

B. Products. Supplier shall sample and test the Products in accordance with the Specifications. Supplier shall also segregate for testing by Branded Subsidiary such quantities of packaged Products and Materials as Branded Subsidiary may from time to time reasonably request and Supplier shall, at Branded Subsidiary's expense, ship such packages and Materials to such destinations as specified by Branded Subsidiary. C. Protection. Supplier shall exercise reasonable care in handling, storing and protecting the Products and Materials intended for use in the Products. SECTION 7 STORAGE Supplier shall provide suitable Branded Subsidiary approved storage and warehousing space ("space") in accordance with Schedule 1. SECTION 8 REJECTION A. Supplier shall not knowingly ship any Nonconforming Products to Branded Subsidiary. B. Nothing contained in this Agreement shall be deemed to obligate Branded Subsidiary to inspect any products purchased hereunder. C. Without limiting any other rights available to Branded Subsidiary with respect to Nonconforming Products which are in violation of any Laws, unless otherwise agreed by the parties, in the event that Supplier produces any Nonconforming Products, Supplier shall promptly replace such Products at no cost to Branded Subsidiary (including any additional freight costs incurred), except to the extent such nonconformance was as the result of Branded Subsidiary's actions, including but not limited to if such nonconformance was attributable to Materials supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary. Replacement of

B. Products. Supplier shall sample and test the Products in accordance with the Specifications. Supplier shall also segregate for testing by Branded Subsidiary such quantities of packaged Products and Materials as Branded Subsidiary may from time to time reasonably request and Supplier shall, at Branded Subsidiary's expense, ship such packages and Materials to such destinations as specified by Branded Subsidiary. C. Protection. Supplier shall exercise reasonable care in handling, storing and protecting the Products and Materials intended for use in the Products. SECTION 7 STORAGE Supplier shall provide suitable Branded Subsidiary approved storage and warehousing space ("space") in accordance with Schedule 1. SECTION 8 REJECTION A. Supplier shall not knowingly ship any Nonconforming Products to Branded Subsidiary. B. Nothing contained in this Agreement shall be deemed to obligate Branded Subsidiary to inspect any products purchased hereunder. C. Without limiting any other rights available to Branded Subsidiary with respect to Nonconforming Products which are in violation of any Laws, unless otherwise agreed by the parties, in the event that Supplier produces any Nonconforming Products, Supplier shall promptly replace such Products at no cost to Branded Subsidiary (including any additional freight costs incurred), except to the extent such nonconformance was as the result of Branded Subsidiary's actions, including but not limited to if such nonconformance was attributable to Materials supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary. Replacement of Nonconforming Products by Supplier at no cost to Branded Subsidiary shall be Branded Subsidiary's sole remedy with respect to Nonconforming Products which are not in violation of any Laws. D. Nonconforming Products still within Supplier's possession shall be destroyed or disposed of pursuant to instructions provided by Branded Subsidiary. Such disposal shall be at the -5-

expense of Supplier, except to the extent such nonconformance was as the result of Branded Subsidiary's actions, including but not limited to if such nonconformance was attributable to Materials supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary. In no event shall Supplier sell, distribute or ship any Nonconforming Products in violation of Branded Subsidiary's instructions. Notwithstanding the above, Supplier may, subject to Branded Subsidiary's consent, donate such Products provided they are removed from the normal retail packaging prior to ultimate distribution. E. Supplier shall code the Products in accordance with the Specifications. SECTION 9 INSPECTION A. Records. Supplier shall maintain, at the Plant, true, accurate and complete records in respect of Products production, packaging, storage, sampling, testing and shipment hereunder ("Records") in accordance with Supplier's Record Retention Policy, a copy of which will be provided to Branded Subsidiary. Upon written notice to Supplier from Branded Subsidiary, Supplier shall permit Branded Subsidiary to (i) inspect the Records at the Plant and at mutually convenient times and locations, and (ii) take inventory of Materials and finished Products produced by Supplier for Branded Subsidiary. B. Inventories. Supplier shall provide Branded Subsidiary access to Supplier's reports related to Supplier's inventory of Products and Materials in accordance with the Specifications. C. Plant. During the period(s) Supplier is performing any of its services hereunder and upon reasonable advance notice, Branded Subsidiary may inspect, at Branded Subsidiary's cost, areas of the Plant where Materials or

expense of Supplier, except to the extent such nonconformance was as the result of Branded Subsidiary's actions, including but not limited to if such nonconformance was attributable to Materials supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary. In no event shall Supplier sell, distribute or ship any Nonconforming Products in violation of Branded Subsidiary's instructions. Notwithstanding the above, Supplier may, subject to Branded Subsidiary's consent, donate such Products provided they are removed from the normal retail packaging prior to ultimate distribution. E. Supplier shall code the Products in accordance with the Specifications. SECTION 9 INSPECTION A. Records. Supplier shall maintain, at the Plant, true, accurate and complete records in respect of Products production, packaging, storage, sampling, testing and shipment hereunder ("Records") in accordance with Supplier's Record Retention Policy, a copy of which will be provided to Branded Subsidiary. Upon written notice to Supplier from Branded Subsidiary, Supplier shall permit Branded Subsidiary to (i) inspect the Records at the Plant and at mutually convenient times and locations, and (ii) take inventory of Materials and finished Products produced by Supplier for Branded Subsidiary. B. Inventories. Supplier shall provide Branded Subsidiary access to Supplier's reports related to Supplier's inventory of Products and Materials in accordance with the Specifications. C. Plant. During the period(s) Supplier is performing any of its services hereunder and upon reasonable advance notice, Branded Subsidiary may inspect, at Branded Subsidiary's cost, areas of the Plant where Materials or Products are handled, processed, sampled, tested, packaged or stored hereunder for the purposes of inspecting the Plant and its facilities, and the Products, Materials and procedures followed by Supplier; provided, however, that Supplier shall have the right to accompany Branded Subsidiary on any such inspections; and provided, further that such inspection(s) shall not relieve Supplier of any of its obligations hereunder. Supplier shall, in good faith, explore the possibility and feasibility of changing its procedure(s) whenever such changes are determined by -6-

Branded Subsidiary as necessary or desirable in order to correct and/or improve the Products, the conditions of processing and packaging and the procedures followed hereunder. Supplier has the right to restrict access to any location, material or equipment that is proprietary to Supplier's continued production of other products; provided, however, that such restrictions shall not prevent Branded Subsidiary's representatives from having access to the areas of the Plant where Materials or Products are handled, processed, packaged or stored hereunder, for the purposes of inspecting the Plant and its facilities, and the Products, Materials and procedures followed by Supplier. D. Immediate Notice. Supplier shall immediately notify Branded Subsidiary of any sanitation audits, the results of which indicate the presence of any food pathogens in the Plant or possible adulteration of the Products. SECTION 10 SUPPLY; QUANTITIES A. To ensure that Branded Subsidiary shall have sufficient Products during the first 18 months of the transition following the above referred to Merger (and an additional 6 months with respect to COOKIE CRISP in the event that Branded Subsidiary renews this Agreement in accordance with Section 2), Branded Subsidiary shall have the sole and exclusive right to Supplier's and its subsidiaries' and Affiliates' available capacity and rights to make Products, at all of their plants and facilities, during the term hereof (i) up to 8,400 cwt. a month of RICE CHEX and 10,000 cwt. a month for COOKIE CRISP, and (ii) beyond these levels, other than as reasonably necessary to meet Supplier's requirements for CHEX-type ready to eat cereal Products to be sold by Supplier under Private Label Trademarks and Supplier's obligations under its Exclusive Distribution Agreement with Ralston Purina Company, dated April 1, 1994 (the "RP Agreement"), with any demands exceeding Supplier's ability to supply allocated proportionally between Branded Subsidiary and Ralston Purina Company, based upon total quantities ordered after Supplier first meets Branded Subsidiary's monthly requirements for RICE CHEX up to 8,400 cwt. a month and for COOKIE CRISP up to 10,000 cwt. a month and Supplier's requirements for CHEX-type ready to eat cereal Products (after Supplier has first met Branded

Branded Subsidiary as necessary or desirable in order to correct and/or improve the Products, the conditions of processing and packaging and the procedures followed hereunder. Supplier has the right to restrict access to any location, material or equipment that is proprietary to Supplier's continued production of other products; provided, however, that such restrictions shall not prevent Branded Subsidiary's representatives from having access to the areas of the Plant where Materials or Products are handled, processed, packaged or stored hereunder, for the purposes of inspecting the Plant and its facilities, and the Products, Materials and procedures followed by Supplier. D. Immediate Notice. Supplier shall immediately notify Branded Subsidiary of any sanitation audits, the results of which indicate the presence of any food pathogens in the Plant or possible adulteration of the Products. SECTION 10 SUPPLY; QUANTITIES A. To ensure that Branded Subsidiary shall have sufficient Products during the first 18 months of the transition following the above referred to Merger (and an additional 6 months with respect to COOKIE CRISP in the event that Branded Subsidiary renews this Agreement in accordance with Section 2), Branded Subsidiary shall have the sole and exclusive right to Supplier's and its subsidiaries' and Affiliates' available capacity and rights to make Products, at all of their plants and facilities, during the term hereof (i) up to 8,400 cwt. a month of RICE CHEX and 10,000 cwt. a month for COOKIE CRISP, and (ii) beyond these levels, other than as reasonably necessary to meet Supplier's requirements for CHEX-type ready to eat cereal Products to be sold by Supplier under Private Label Trademarks and Supplier's obligations under its Exclusive Distribution Agreement with Ralston Purina Company, dated April 1, 1994 (the "RP Agreement"), with any demands exceeding Supplier's ability to supply allocated proportionally between Branded Subsidiary and Ralston Purina Company, based upon total quantities ordered after Supplier first meets Branded Subsidiary's monthly requirements for RICE CHEX up to 8,400 cwt. a month and for COOKIE CRISP up to 10,000 cwt. a month and Supplier's requirements for CHEX-type ready to eat cereal Products (after Supplier has first met Branded Subsidiary's monthly requirements, up to 8,400 cwt. a month); provided, however, that any production of Products for Supplier or Ralston Purina Company pursuant to such agreement shall not include the use of any of the CHEX or -7-

COOKIE CRISP trademarks or any other trademarks or trade dress owned by Branded Subsidiary or its Affiliates except as otherwise agreed in writing by Branded Subsidiary. Further, it is understood and acknowledged that the calculation of available capacity for RICE CHEX production has taken into account Supplier's anticipated capacity requirements for its store brand hexagon shaped biscuit product sold under several names, including Crispy Hexagons, among others, and, in any event, Supplier's obligation to supply Branded Subsidiary hereunder shall not exceed Supplier's capacity as set forth in Schedule 1. Branded Subsidiary may order and Supplier shall produce for Branded Subsidiary Products ordered in accordance with firm orders as set out in Schedule 1. Branded Subsidiary agrees that it will order a minimum of 90,000 cwt. of Cookie Crisp cereal during the term, and a minimum of 2,000 cwt. in any given month during the COOKIE CRISP Commitment Period (as defined in Schedule 1C). Branded Subsidiary agrees that in any month during the term in which Branded Subsidiary orders Rice Chex cereal, Branded Subsidiary will order a minimum of 6,000 cwt. of Rice Chex cereal in such month. B. Except for such production of Products (which shall not include the use of the CHEX or COOKIE CRISP trademarks or other trademarks and trade dress of Branded Subsidiary or its Affiliates), if any as may be necessary, as set forth above, for Supplier for CHEX-type ready-to-eat cereal Products sold under Private Label Trademarks and for Ralston Purina Company under the RP Agreement, during the term Supplier shall produce Products solely and exclusively for Branded Subsidiary. SECTION 11 PAYMENT A. Product Price. Subject to the provisions of Sections 3B and 11B, Branded Subsidiary shall pay Supplier an amount equal to $37.09 per cwt. of COOKIE CRISP for the period beginning at the commencement of the term of this Agreement and ending on September 30, 1997, $38.28 per cwt. of COOKIE CRISP for the period beginning on October 1, 1997 and ending on September 30, 1998, and $39.50 per cwt. of COOKIE CRISP

COOKIE CRISP trademarks or any other trademarks or trade dress owned by Branded Subsidiary or its Affiliates except as otherwise agreed in writing by Branded Subsidiary. Further, it is understood and acknowledged that the calculation of available capacity for RICE CHEX production has taken into account Supplier's anticipated capacity requirements for its store brand hexagon shaped biscuit product sold under several names, including Crispy Hexagons, among others, and, in any event, Supplier's obligation to supply Branded Subsidiary hereunder shall not exceed Supplier's capacity as set forth in Schedule 1. Branded Subsidiary may order and Supplier shall produce for Branded Subsidiary Products ordered in accordance with firm orders as set out in Schedule 1. Branded Subsidiary agrees that it will order a minimum of 90,000 cwt. of Cookie Crisp cereal during the term, and a minimum of 2,000 cwt. in any given month during the COOKIE CRISP Commitment Period (as defined in Schedule 1C). Branded Subsidiary agrees that in any month during the term in which Branded Subsidiary orders Rice Chex cereal, Branded Subsidiary will order a minimum of 6,000 cwt. of Rice Chex cereal in such month. B. Except for such production of Products (which shall not include the use of the CHEX or COOKIE CRISP trademarks or other trademarks and trade dress of Branded Subsidiary or its Affiliates), if any as may be necessary, as set forth above, for Supplier for CHEX-type ready-to-eat cereal Products sold under Private Label Trademarks and for Ralston Purina Company under the RP Agreement, during the term Supplier shall produce Products solely and exclusively for Branded Subsidiary. SECTION 11 PAYMENT A. Product Price. Subject to the provisions of Sections 3B and 11B, Branded Subsidiary shall pay Supplier an amount equal to $37.09 per cwt. of COOKIE CRISP for the period beginning at the commencement of the term of this Agreement and ending on September 30, 1997, $38.28 per cwt. of COOKIE CRISP for the period beginning on October 1, 1997 and ending on September 30, 1998, and $39.50 per cwt. of COOKIE CRISP thereafter, for Supplier's manufacturing variable costs, warehouse variable costs, fixed manufacturing and fixed warehouse costs for COOKIE CRISP produced and packaged in accordance with this Agreement. Branded Subsidiary shall pay Supplier an amount equal to actual costs for all Materials provided by Supplier in connection with COOKIE CRISP -8-

produced and packaged in accordance with this Agreement, subject to yield losses set forth in Schedule 1E. Subject to the provisions of Sections 3B and 11B, Branded Subsidiary shall pay Supplier an amount equal to $38.64 per cwt. of RICE CHEX for the period beginning at the commencement of the term of this Agreement and ending on September 30, 1997 and $39.94 per cwt. of RICE CHEX for the remainder of the term of this Agreement, for Supplier's manufacturing variable costs, warehouse variable costs, fixed manufacturing and fixed warehouse costs (excluding depreciation costs with respect to Building 3 of Supplier's Plant location at Battle Creek, Michigan and the equipment utilized therein) for RICE CHEX produced and packaged in accordance with this Agreement. Branded Subsidiary shall pay Supplier an amount equal to actual costs for all Materials provided by Supplier in connection with RICE CHEX produced and packaged in accordance with this Agreement, subject to yield losses set forth in Schedule 1E. In addition, Branded Subsidiary shall pay Supplier an amount (the "Commitment Amount") equal to $85,500 for each month in the RICE CHEX Commitment Period, as such term is defined in Schedule 1C. The Commitment Amount for any month in the RICE CHEX Commitment Period shall be reduced by an amount which bears the same ratio to $85,500 as the Supplier Weight (as defined below) for such month bears to the Aggregate Weight (as defined below) for such month. The term "Supplier Weight" means, for any month in the RICE CHEX Commitment Period, the total weight of all products produced by Supplier in Building 3 of Supplier's Plant location at Battle Creek, Michigan, other than such Products produced by Supplier for Branded Subsidiary, alone in accordance with the terms of this Agreement. The term "Aggregate Weight" means, for any month in the RICE CHEX Commitment Period, the total weight of all products produced by Supplier in Building 3 of Supplier's Plant location at Battle Creek, Michigan.

produced and packaged in accordance with this Agreement, subject to yield losses set forth in Schedule 1E. Subject to the provisions of Sections 3B and 11B, Branded Subsidiary shall pay Supplier an amount equal to $38.64 per cwt. of RICE CHEX for the period beginning at the commencement of the term of this Agreement and ending on September 30, 1997 and $39.94 per cwt. of RICE CHEX for the remainder of the term of this Agreement, for Supplier's manufacturing variable costs, warehouse variable costs, fixed manufacturing and fixed warehouse costs (excluding depreciation costs with respect to Building 3 of Supplier's Plant location at Battle Creek, Michigan and the equipment utilized therein) for RICE CHEX produced and packaged in accordance with this Agreement. Branded Subsidiary shall pay Supplier an amount equal to actual costs for all Materials provided by Supplier in connection with RICE CHEX produced and packaged in accordance with this Agreement, subject to yield losses set forth in Schedule 1E. In addition, Branded Subsidiary shall pay Supplier an amount (the "Commitment Amount") equal to $85,500 for each month in the RICE CHEX Commitment Period, as such term is defined in Schedule 1C. The Commitment Amount for any month in the RICE CHEX Commitment Period shall be reduced by an amount which bears the same ratio to $85,500 as the Supplier Weight (as defined below) for such month bears to the Aggregate Weight (as defined below) for such month. The term "Supplier Weight" means, for any month in the RICE CHEX Commitment Period, the total weight of all products produced by Supplier in Building 3 of Supplier's Plant location at Battle Creek, Michigan, other than such Products produced by Supplier for Branded Subsidiary, alone in accordance with the terms of this Agreement. The term "Aggregate Weight" means, for any month in the RICE CHEX Commitment Period, the total weight of all products produced by Supplier in Building 3 of Supplier's Plant location at Battle Creek, Michigan. For each month in the Subsequent Period (as defined below) that Supplier utilizes Building 3 of Supplier's Plant location at Battle Creek, Michigan, Supplier shall pay to -9-

Branded Subsidiary an amount equal to 50 percent of the quotient of (x) the sum of the Commitment Amounts for each Non-use Month (as defined below), divided by (y) the aggregate number of Non-use Months. The term "Subsequent Period" means the period of consecutive months equal in number to the aggregate number of Non-use Months, commencing upon the termination of the RICE CHEX Commitment Period. The term "Non-use Month" means any month in the RICE CHEX Commitment Period during which Building 3 of Supplier's Plant location at Battle Creek, Michigan is not utilized for the production of RICE CHEX for Branded Subsidiary in accordance with this Agreement. Product will be shipped F.O.B. Plant. Supplier will invoice Branded Subsidiary monthly for all production. Payment terms will be net 11 days. Yield losses will be addressed as identified in Schedule 1E. B. Cost Savings. The parties agree to cooperate throughout the term of this Agreement to identify methods of reducing the cost of the Products and shall meet periodically to discuss cost savings plans. SECTION 12 WARRANTIES AND COVENANTS A. Supplier represents, warrants and covenants that: 1. Except to the extent arising out of the actions of Branded Subsidiary or from Materials provided by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary, Supplier's performance hereunder shall be in accordance with all the terms of this Agreement, including the Specifications, and be free of defects in

Branded Subsidiary an amount equal to 50 percent of the quotient of (x) the sum of the Commitment Amounts for each Non-use Month (as defined below), divided by (y) the aggregate number of Non-use Months. The term "Subsequent Period" means the period of consecutive months equal in number to the aggregate number of Non-use Months, commencing upon the termination of the RICE CHEX Commitment Period. The term "Non-use Month" means any month in the RICE CHEX Commitment Period during which Building 3 of Supplier's Plant location at Battle Creek, Michigan is not utilized for the production of RICE CHEX for Branded Subsidiary in accordance with this Agreement. Product will be shipped F.O.B. Plant. Supplier will invoice Branded Subsidiary monthly for all production. Payment terms will be net 11 days. Yield losses will be addressed as identified in Schedule 1E. B. Cost Savings. The parties agree to cooperate throughout the term of this Agreement to identify methods of reducing the cost of the Products and shall meet periodically to discuss cost savings plans. SECTION 12 WARRANTIES AND COVENANTS A. Supplier represents, warrants and covenants that: 1. Except to the extent arising out of the actions of Branded Subsidiary or from Materials provided by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary, Supplier's performance hereunder shall be in accordance with all the terms of this Agreement, including the Specifications, and be free of defects in workmanship and materials, except for defects arising from conformity with the applicable Specifications to the extent such Specifications were modified per Branded Subsidiary's request; -10-

2. Supplier shall not cause any of the Products processed, packaged, stored, labeled and shipped hereunder to be adulterated or misbranded, within the meaning of Laws, or to be products which may not, under any of the provisions thereof, be introduced into interstate commerce, and the Products shall comply with all Laws; 3. Supplier's performance hereunder, including, without limitation, the maintenance of the Plant, shall at all times be in compliance with all Laws. B. Branded Subsidiary's sampling Products and/or approving it for shipment shall neither relieve Supplier of its warranties hereunder nor be construed as a waiver of any of Supplier's obligations hereunder. C. Branded Subsidiary represents and warrants that compliance with the Specifications of this Agreement, to the extent modified per Branded Subsidiary's request, shall not cause any of the Products processed, packed and labeled hereunder to be adulterated or misbranded, within the meaning of the FDCA, or to be products which may not, under any of the provisions thereof, be introduced into interstate commerce. SECTION 13 INSURANCE On or before execution of this Agreement, Supplier shall obtain: A. Product liability insurance on an occurrence basis with issuers acceptable to Branded Subsidiary. The product liability insurance to be maintained shall provide coverage of Two Million Dollars ($2,000,000) per occurrence, with a Five Million Dollars ($5,000,000) annual aggregate; B. Public liability insurance, including contractual liability with limits of not less than Two Million Dollars ($2,000,000);

2. Supplier shall not cause any of the Products processed, packaged, stored, labeled and shipped hereunder to be adulterated or misbranded, within the meaning of Laws, or to be products which may not, under any of the provisions thereof, be introduced into interstate commerce, and the Products shall comply with all Laws; 3. Supplier's performance hereunder, including, without limitation, the maintenance of the Plant, shall at all times be in compliance with all Laws. B. Branded Subsidiary's sampling Products and/or approving it for shipment shall neither relieve Supplier of its warranties hereunder nor be construed as a waiver of any of Supplier's obligations hereunder. C. Branded Subsidiary represents and warrants that compliance with the Specifications of this Agreement, to the extent modified per Branded Subsidiary's request, shall not cause any of the Products processed, packed and labeled hereunder to be adulterated or misbranded, within the meaning of the FDCA, or to be products which may not, under any of the provisions thereof, be introduced into interstate commerce. SECTION 13 INSURANCE On or before execution of this Agreement, Supplier shall obtain: A. Product liability insurance on an occurrence basis with issuers acceptable to Branded Subsidiary. The product liability insurance to be maintained shall provide coverage of Two Million Dollars ($2,000,000) per occurrence, with a Five Million Dollars ($5,000,000) annual aggregate; B. Public liability insurance, including contractual liability with limits of not less than Two Million Dollars ($2,000,000); C. Worker's compensation insurance in accordance with the Laws where the Plant is located on all employees engaged in any way in the work pursuant to this Agreement; and D. Broad form vendor's liability coverage. -11-

Each such policy shall provide that it may not expire or be canceled except upon thirty (30) days' prior written notice to Branded Subsidiary. Upon the execution of this Agreement, and upon every insurance renewal during the term of this Agreement, Supplier shall deliver to Branded Subsidiary (i) a certificate of insurance evidencing such insurance, (ii) if requested by Branded Subsidiary, a true and complete copy of the policy as then in effect, and (iii) proof of payment of premiums. Notwithstanding the foregoing Branded Subsidiary shall not be under a duty to examine such policy. Branded Subsidiary does not in any way represent that the insurance coverage specified herein is sufficient or adequate to protect Supplier's interests or potential liabilities. SECTION 14 INDEMNIFICATION A. Supplier hereby indemnifies Branded Subsidiary and forever holds Branded Subsidiary (including its parent, subsidiary and Affiliated corporations, and their respective directors, officers, employees and agents) and its customers harmless from and against all claims, suits, actions, proceedings, damages, losses or liabilities, costs or expenses (including reasonable attorneys' fees, expenses and amounts paid in settlement) (but excluding consequential damages (which shall include but not be limited to lost profits))("Claims") incurred by Branded Subsidiary arising out of, based upon, or in connection with any (i) material breach of any of Supplier's warranties, representations or agreements under this Agreement, (ii) injuries or damages to third parties arising from or in any way related to the use or consumption of any Products produced by Supplier for Branded Subsidiary pursuant to this Agreement, to the extent arising out of the condition of such Product(s) as of the date of shipment to Branded Subsidiary (except to the extent attributable to Materials supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary), (iii) actual or alleged injury to person or property or death occurring to any of Supplier's employees, agents or any individual on Supplier's premises, (iv) fines and

Each such policy shall provide that it may not expire or be canceled except upon thirty (30) days' prior written notice to Branded Subsidiary. Upon the execution of this Agreement, and upon every insurance renewal during the term of this Agreement, Supplier shall deliver to Branded Subsidiary (i) a certificate of insurance evidencing such insurance, (ii) if requested by Branded Subsidiary, a true and complete copy of the policy as then in effect, and (iii) proof of payment of premiums. Notwithstanding the foregoing Branded Subsidiary shall not be under a duty to examine such policy. Branded Subsidiary does not in any way represent that the insurance coverage specified herein is sufficient or adequate to protect Supplier's interests or potential liabilities. SECTION 14 INDEMNIFICATION A. Supplier hereby indemnifies Branded Subsidiary and forever holds Branded Subsidiary (including its parent, subsidiary and Affiliated corporations, and their respective directors, officers, employees and agents) and its customers harmless from and against all claims, suits, actions, proceedings, damages, losses or liabilities, costs or expenses (including reasonable attorneys' fees, expenses and amounts paid in settlement) (but excluding consequential damages (which shall include but not be limited to lost profits))("Claims") incurred by Branded Subsidiary arising out of, based upon, or in connection with any (i) material breach of any of Supplier's warranties, representations or agreements under this Agreement, (ii) injuries or damages to third parties arising from or in any way related to the use or consumption of any Products produced by Supplier for Branded Subsidiary pursuant to this Agreement, to the extent arising out of the condition of such Product(s) as of the date of shipment to Branded Subsidiary (except to the extent attributable to Materials supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary), (iii) actual or alleged injury to person or property or death occurring to any of Supplier's employees, agents or any individual on Supplier's premises, (iv) fines and penalties for statutory violations of Laws attributable to Supplier in connection with Supplier's manufacture of Products pursuant to this Agreement, (v) claim or action by any person alleging that use of any know-how, machinery, equipment or process employed by Supplier in connection with the manufacture of the Products produced by Supplier for Branded Subsidiary pursuant to this Agreement -12-

infringes upon any rights of any third party or violates other rights, and (vi) all reasonable costs of any recall of Products produced pursuant to the terms hereof as to which Supplier has consented, such consent not to be unreasonably withheld. In the event of any Claims made against Branded Subsidiary, Branded Subsidiary shall notify Supplier of such claim promptly upon a representative of Branded Subsidiary obtaining knowledge of such Claim, provided that failure to give such notice shall not relieve Supplier from its indemnity hereunder, except to the extent Supplier is prejudiced thereby. Thereafter, Supplier, at its sole cost and expense, may assume the defense of any claim for which it is required to indemnify Branded Subsidiary pursuant to this Section 14A, using counsel of its own choice. Notwithstanding anything in this Section 14 to the contrary, Supplier shall not, without Branded Subsidiary's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim or consent to entry of any judgment with respect to any Claim for anything other than money damages paid by Supplier which would have a material adverse effect on Branded Subsidiary. Supplier may, without Branded Subsidiary's prior written consent, settle or compromise any Claim or consent to entry of any judgment with respect to any Claim which requires solely money damages paid by Supplier and which includes as an unconditional term thereof the release of Branded Subsidiary and its Affiliates by the plaintiff from all liability in respect of such Claim. Branded Subsidiary shall make available to Supplier all records and other materials reasonably required for use in contesting any Claim and shall cooperate fully with Supplier in the conduct and defense of any Claim. B. Branded Subsidiary hereby indemnifies Supplier and forever holds Supplier (including its parent, subsidiary and Affiliated corporations, and their respective directors, officers, employees and agents) and its customers harmless from and against all Claims incurred by Supplier arising out of, based upon, or in connection with any (i) material breach of any of Branded Subsidiary's warranties, representations or agreements under this Agreement, (ii) injuries or damages to third parties arising from or in any way related to the use of or consumption of any Products produced by Supplier for Branded Subsidiary to the extent such injuries or damages are attributable to Materials or premiums supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded

infringes upon any rights of any third party or violates other rights, and (vi) all reasonable costs of any recall of Products produced pursuant to the terms hereof as to which Supplier has consented, such consent not to be unreasonably withheld. In the event of any Claims made against Branded Subsidiary, Branded Subsidiary shall notify Supplier of such claim promptly upon a representative of Branded Subsidiary obtaining knowledge of such Claim, provided that failure to give such notice shall not relieve Supplier from its indemnity hereunder, except to the extent Supplier is prejudiced thereby. Thereafter, Supplier, at its sole cost and expense, may assume the defense of any claim for which it is required to indemnify Branded Subsidiary pursuant to this Section 14A, using counsel of its own choice. Notwithstanding anything in this Section 14 to the contrary, Supplier shall not, without Branded Subsidiary's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim or consent to entry of any judgment with respect to any Claim for anything other than money damages paid by Supplier which would have a material adverse effect on Branded Subsidiary. Supplier may, without Branded Subsidiary's prior written consent, settle or compromise any Claim or consent to entry of any judgment with respect to any Claim which requires solely money damages paid by Supplier and which includes as an unconditional term thereof the release of Branded Subsidiary and its Affiliates by the plaintiff from all liability in respect of such Claim. Branded Subsidiary shall make available to Supplier all records and other materials reasonably required for use in contesting any Claim and shall cooperate fully with Supplier in the conduct and defense of any Claim. B. Branded Subsidiary hereby indemnifies Supplier and forever holds Supplier (including its parent, subsidiary and Affiliated corporations, and their respective directors, officers, employees and agents) and its customers harmless from and against all Claims incurred by Supplier arising out of, based upon, or in connection with any (i) material breach of any of Branded Subsidiary's warranties, representations or agreements under this Agreement, (ii) injuries or damages to third parties arising from or in any way related to the use of or consumption of any Products produced by Supplier for Branded Subsidiary to the extent such injuries or damages are attributable to Materials or premiums supplied by Branded Subsidiary or purchased on Supplier's behalf by Branded Subsidiary, or from conditions which arise after Products were made available for shipment to Branded Subsidiary; (iii) fines, penalties or any other actions or claims arising out of alleged violations of any laws or regulations, including Laws, as a result of any Product claims -13-

made by Branded Subsidiary (e.g. health claims) or other copy, graphics, coupons and promotional offers used in connection with such Products on packaging or in advertising (except when such violation arises from Supplier's breach of this Agreement); (iv) claim or action by any person alleging that use of any know-how, machinery, equipment or process employed by Supplier at Branded Subsidiary's behest after the Closing in connection with the manufacture of Products for Branded Subsidiary infringes upon any rights of any third party. C. The provisions of this Section 14 shall survive the termination of this Agreement. SECTION 15 CONFIDENTIAL INFORMATION A. Except as expressly provided in the Technology Agreement, Supplier shall not use the Specifications, Technical Information owned by or licensed to Branded Subsidiary and all other confidential information of Branded Subsidiary for any reason other than the production of Products in accordance with the terms of this Agreement and shall not disclose this information to any third party and shall keep confidential all such information. The terms of this provision shall survive the expiration or termination of this Agreement. B. Except as expressly provided in the Technology Agreement, Branded Subsidiary shall not use any confidential information of Supplier that Branded Subsidiary is not otherwise specifically entitled to use pursuant to the terms of the Technology Agreement, including but not limited to information pertaining to the operation of Plants, and production of other products at such facilities, and Branded Subsidiary shall not disclose this information to any third party and shall keep confidential all such information. The terms of this provision shall survive the expiration or termination of this Agreement. C. The obligations of nondisclosure, contained in Paragraphs 15A and B above, shall not apply in the event that any of such information:

made by Branded Subsidiary (e.g. health claims) or other copy, graphics, coupons and promotional offers used in connection with such Products on packaging or in advertising (except when such violation arises from Supplier's breach of this Agreement); (iv) claim or action by any person alleging that use of any know-how, machinery, equipment or process employed by Supplier at Branded Subsidiary's behest after the Closing in connection with the manufacture of Products for Branded Subsidiary infringes upon any rights of any third party. C. The provisions of this Section 14 shall survive the termination of this Agreement. SECTION 15 CONFIDENTIAL INFORMATION A. Except as expressly provided in the Technology Agreement, Supplier shall not use the Specifications, Technical Information owned by or licensed to Branded Subsidiary and all other confidential information of Branded Subsidiary for any reason other than the production of Products in accordance with the terms of this Agreement and shall not disclose this information to any third party and shall keep confidential all such information. The terms of this provision shall survive the expiration or termination of this Agreement. B. Except as expressly provided in the Technology Agreement, Branded Subsidiary shall not use any confidential information of Supplier that Branded Subsidiary is not otherwise specifically entitled to use pursuant to the terms of the Technology Agreement, including but not limited to information pertaining to the operation of Plants, and production of other products at such facilities, and Branded Subsidiary shall not disclose this information to any third party and shall keep confidential all such information. The terms of this provision shall survive the expiration or termination of this Agreement. C. The obligations of nondisclosure, contained in Paragraphs 15A and B above, shall not apply in the event that any of such information: (a) was known to the public or generally available to the public prior to the date it was received from the disclosing party: -14-

(b) became known to the public or generally available to the public subsequent to the date it was received from the disclosing party without any fault of the receiving party; or (c) is, subsequent to the date of this Agreement, disclosed to the receiving party from a third party who is under no obligation of confidentiality regarding the same. SECTION 16 INTELLECTUAL PROPERTY Nothing in this Agreement shall be construed to grant to Supplier any right to or interest in (i) any trademark, trade name, trade dress, copyright and patent right or (ii) except as may be provided in the Technology Agreement, any other rights, including any rights to any Technical Information and Know How which is owned by or licensed to Branded Subsidiary or its Affiliates ("Intellectual Property"). SECTION 17 BREACH The following actions shall each constitute a breach of this Agreement. A. The institution by Supplier or Branded Subsidiary of a voluntary case under any chapter of the Bankruptcy Code (Title 11, United States Code), or any equivalent or similar action under any other federal or state law in effect at such time relating to bankruptcy or insolvency, or if a petition is filed against Supplier or Branded Subsidiary under the Bankruptcy Code, or if a petition is filed seeking any such equivalent or similar relief against Supplier or Branded Subsidiary under any other federal or state law in effect at the time relating to bankruptcy; B. If Supplier or Branded Subsidiary makes a general assignment for the benefit of creditors; C. If Supplier or Branded Subsidiary admits in writing an inability to pay its debts generally as they become due;

(b) became known to the public or generally available to the public subsequent to the date it was received from the disclosing party without any fault of the receiving party; or (c) is, subsequent to the date of this Agreement, disclosed to the receiving party from a third party who is under no obligation of confidentiality regarding the same. SECTION 16 INTELLECTUAL PROPERTY Nothing in this Agreement shall be construed to grant to Supplier any right to or interest in (i) any trademark, trade name, trade dress, copyright and patent right or (ii) except as may be provided in the Technology Agreement, any other rights, including any rights to any Technical Information and Know How which is owned by or licensed to Branded Subsidiary or its Affiliates ("Intellectual Property"). SECTION 17 BREACH The following actions shall each constitute a breach of this Agreement. A. The institution by Supplier or Branded Subsidiary of a voluntary case under any chapter of the Bankruptcy Code (Title 11, United States Code), or any equivalent or similar action under any other federal or state law in effect at such time relating to bankruptcy or insolvency, or if a petition is filed against Supplier or Branded Subsidiary under the Bankruptcy Code, or if a petition is filed seeking any such equivalent or similar relief against Supplier or Branded Subsidiary under any other federal or state law in effect at the time relating to bankruptcy; B. If Supplier or Branded Subsidiary makes a general assignment for the benefit of creditors; C. If Supplier or Branded Subsidiary admits in writing an inability to pay its debts generally as they become due; D. If Supplier or Branded Subsidiary has appointed (voluntarily or involuntarily) a trustee, receiver, custodian or agent under applicable law or under contract, whose appointment -15-

or authority to take charge of property of Supplier or Branded Subsidiary for the purpose of general administration of such property for the benefit of Supplier's or Branded Subsidiary's creditors, respectively; or E. If Supplier or Branded Subsidiary commits a material breach of any of the material terms or provisions of this Agreement and such breach is not cured within thirty (30) days after written notice to the breaching party advising of such breach. SECTION 18 TERMINATION A. In the event this Agreement expires or is terminated, Supplier shall promptly provide Branded Subsidiary with all Products and other Materials owned or provided by Branded Subsidiary which are in Supplier's possession. B. In the event of the occurrence of any material breach not cured within thirty (30) days of written notice of such breach, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party. C. Upon termination of this Agreement for any reason Supplier shall immediately stop the production of any Products then in process which were to be supplied to Branded Subsidiary and promptly deliver to Branded Subsidiary all Products manufactured hereunder along with all Specifications, Technical Information belonging to Branded Subsidiary, artwork, premiums, and packaging materials purchased by Branded Subsidiary and all other Materials and supplies provided by Branded Subsidiary. Branded Subsidiary shall purchase from Supplier reasonable quantities of any packaging materials and any other Materials purchased by Supplier specifically for use with Products to be produced for Branded Subsidiary. D. Upon any change of control of Supplier, Branded Subsidiary may terminate this Agreement effective

or authority to take charge of property of Supplier or Branded Subsidiary for the purpose of general administration of such property for the benefit of Supplier's or Branded Subsidiary's creditors, respectively; or E. If Supplier or Branded Subsidiary commits a material breach of any of the material terms or provisions of this Agreement and such breach is not cured within thirty (30) days after written notice to the breaching party advising of such breach. SECTION 18 TERMINATION A. In the event this Agreement expires or is terminated, Supplier shall promptly provide Branded Subsidiary with all Products and other Materials owned or provided by Branded Subsidiary which are in Supplier's possession. B. In the event of the occurrence of any material breach not cured within thirty (30) days of written notice of such breach, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party. C. Upon termination of this Agreement for any reason Supplier shall immediately stop the production of any Products then in process which were to be supplied to Branded Subsidiary and promptly deliver to Branded Subsidiary all Products manufactured hereunder along with all Specifications, Technical Information belonging to Branded Subsidiary, artwork, premiums, and packaging materials purchased by Branded Subsidiary and all other Materials and supplies provided by Branded Subsidiary. Branded Subsidiary shall purchase from Supplier reasonable quantities of any packaging materials and any other Materials purchased by Supplier specifically for use with Products to be produced for Branded Subsidiary. D. Upon any change of control of Supplier, Branded Subsidiary may terminate this Agreement effective immediately upon written notice to Supplier. SECTION 19 BRANDED SUBSIDIARY PRICING Branded Subsidiary shall independently determine its prices of the Products to its customers. -16-

SECTION 20 RIGHTS RESERVED TO BRANDED SUBSIDIARY Except to the extent otherwise provided herein, Branded Subsidiary reserves to itself the right to alter the flavors, formulas, ingredients, processing conditions, labeling or packaging for the Products, provided that Supplier may reasonably refuse to accept any alteration which adversely affects Supplier's production of other products in the affected Plant(s). SECTION 21 ASSIGNMENT Other than to a wholly owned subsidiary or to a wholly owned subsidiary of its parent company, which shall agree to be bound by all the terms and conditions hereof, neither party shall assign or otherwise transfer in any manner its rights under this Agreement without the other's prior written consent. No assignment of this Agreement will act to relieve the Assignor from any of its duties or obligations hereunder. SECTION 22 INTERPRETATIONS The captions contained in this Agreement are for convenience and reference only and do not define, limit, extend or describe the scope of this Agreement or the intent of any provision thereof. This Agreement shall be deemed to have been drafted by each party hereto. SECTION 23 DISCRIMINATION Supplier shall not discriminate, in violation of the applicable laws, in its employment practices and shall comply with all applicable federal, state and local laws, statutes, ordinances, rules, regulations and orders regarding

SECTION 20 RIGHTS RESERVED TO BRANDED SUBSIDIARY Except to the extent otherwise provided herein, Branded Subsidiary reserves to itself the right to alter the flavors, formulas, ingredients, processing conditions, labeling or packaging for the Products, provided that Supplier may reasonably refuse to accept any alteration which adversely affects Supplier's production of other products in the affected Plant(s). SECTION 21 ASSIGNMENT Other than to a wholly owned subsidiary or to a wholly owned subsidiary of its parent company, which shall agree to be bound by all the terms and conditions hereof, neither party shall assign or otherwise transfer in any manner its rights under this Agreement without the other's prior written consent. No assignment of this Agreement will act to relieve the Assignor from any of its duties or obligations hereunder. SECTION 22 INTERPRETATIONS The captions contained in this Agreement are for convenience and reference only and do not define, limit, extend or describe the scope of this Agreement or the intent of any provision thereof. This Agreement shall be deemed to have been drafted by each party hereto. SECTION 23 DISCRIMINATION Supplier shall not discriminate, in violation of the applicable laws, in its employment practices and shall comply with all applicable federal, state and local laws, statutes, ordinances, rules, regulations and orders regarding employee relations. SECTION 24 ENTIRE AGREEMENT This Agreement, including its attached exhibits and schedules specified herein, together with the Trademark Agreement, the Technology Agreement, the Reorganization Agreement and the Merger Agreement supersedes all prior or contemporaneous written or oral agreements and understandings relating to the subject matter hereof. This Agreement shall not be amended, altered, or changed unless in writing signed by the parties hereto. -17-

SECTION 25 FORCE MAJEURE In the event that a party hereto shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure Materials, failure of power, riots, insurrection, war or other reasons of a like nature not the fault of, or under the reasonable control of, the party delayed in performing work or doing acts required hereunder (a "Casualty"), then performance of such act (s) shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equal to the period of such delay, provided such delayed party promptly gives written notice to the other party of the occurrence giving rise to the delay and upon cessation of the event causing the delay, promptly resumes performance of its obligations hereunder. SECTION 26 GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of Missouri, including all matters of construction, validity, enforcement and performance. SECTION 27 INDEPENDENT CONTRACTOR Supplier agrees that its services are provided as an independent contractor and that individuals employed by Supplier shall not be deemed employees of Branded Subsidiary for any reason. Neither party shall have the authority to bind the other party or to assume or create any obligation or responsibility, express or implied, on behalf of the other party or in the other party's name.

SECTION 25 FORCE MAJEURE In the event that a party hereto shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure Materials, failure of power, riots, insurrection, war or other reasons of a like nature not the fault of, or under the reasonable control of, the party delayed in performing work or doing acts required hereunder (a "Casualty"), then performance of such act (s) shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equal to the period of such delay, provided such delayed party promptly gives written notice to the other party of the occurrence giving rise to the delay and upon cessation of the event causing the delay, promptly resumes performance of its obligations hereunder. SECTION 26 GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of Missouri, including all matters of construction, validity, enforcement and performance. SECTION 27 INDEPENDENT CONTRACTOR Supplier agrees that its services are provided as an independent contractor and that individuals employed by Supplier shall not be deemed employees of Branded Subsidiary for any reason. Neither party shall have the authority to bind the other party or to assume or create any obligation or responsibility, express or implied, on behalf of the other party or in the other party's name. SECTION 28 NOTICE All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given:
If to Branded Subsidiary, to: Chex Inc. Number One General Mills Boulevard Minneapolis, MN 55426 Attention: Bruce A. Barquist Facsimile: (612) 540-4995

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Telephone: (612) 540-2374
If to Supplier, to: New Ralcorp Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, Missouri 63102 Attention: Ronald D. Wilkinson Facsimile: (314) 877-7694 Telephone: (314) 877-7652 With additional copies as noted in the Schedule(s).

or such other address or telex or facsimile number as such party may hereafter specify by written notice to the other party. SECTION 29 REGULATORY NOTICE Each party agrees to notify the other immediately by telephone of any action or inspection by any regulatory agency with respect to the Products covered by this Agreement, or any of the raw materials or ingredients used to manufacture Products covered by his Agreement, and shall confirm such notice promptly in writing. Supplier shall promptly deliver to Branded Subsidiary copies of all reports pertaining to the Plants (to the extent relevant to

Telephone: (612) 540-2374
If to Supplier, to: New Ralcorp Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, Missouri 63102 Attention: Ronald D. Wilkinson Facsimile: (314) 877-7694 Telephone: (314) 877-7652 With additional copies as noted in the Schedule(s).

or such other address or telex or facsimile number as such party may hereafter specify by written notice to the other party. SECTION 29 REGULATORY NOTICE Each party agrees to notify the other immediately by telephone of any action or inspection by any regulatory agency with respect to the Products covered by this Agreement, or any of the raw materials or ingredients used to manufacture Products covered by his Agreement, and shall confirm such notice promptly in writing. Supplier shall promptly deliver to Branded Subsidiary copies of all reports pertaining to the Plants (to the extent relevant to Products produced by Supplier for Branded Subsidiary pursuant to this Agreement) or Products resulting from an inspection of the Plant made by government organizations. SECTION 30 SUCCESSORS AND ASSIGNS Except as limited by the Assignment provisions hereof, this Agreement, its terms and provisions shall be binding upon and inure to the benefit of the parties hereto and their respective partners, legal representatives, successors and assigns. SECTION 31 WAIVER Either party's failure to enforce any provision of this Agreement or to require performance by the other party shall not be construed as a waiver of such provision nor affect the validity of the Agreement or any part thereof, or either party's right to enforce any provision thereafter. -19-

SECTION 32 AUTHORIZATION; VALIDITY The persons executing this Agreement on behalf of the Supplier and Branded Subsidiary each acknowledge that they are duly authorized to execute this Agreement on behalf of and bind Supplier or Branded Subsidiary, as the case may be, to the terms hereof. PART II. OTHER TRANSITION SERVICES 1. Services. Subject to the terms of this part of the Agreement, from and after the Effective Date of this Agreement, Supplier shall make such Services available to Branded Subsidiary in accordance with Supplier's normal practice in providing such services as of the Effective Date or as specifically set forth in Schedule 2 hereto (the "Services"). In consideration for the Services, Branded Subsidiary shall pay to Supplier an amount equal to the reasonable costs of Supplier (including, but not limited to labor costs) in providing such Services and each Service provided will be separately invoiced to Branded Subsidiary. Branded Subsidiary shall give Supplier written notice of its intent to terminate any one or more of the Services at least thirty (30) days prior to the termination of the Service. This Agreement shall continue in full force and effect with respect to any Services not terminated by any such notices.

SECTION 32 AUTHORIZATION; VALIDITY The persons executing this Agreement on behalf of the Supplier and Branded Subsidiary each acknowledge that they are duly authorized to execute this Agreement on behalf of and bind Supplier or Branded Subsidiary, as the case may be, to the terms hereof. PART II. OTHER TRANSITION SERVICES 1. Services. Subject to the terms of this part of the Agreement, from and after the Effective Date of this Agreement, Supplier shall make such Services available to Branded Subsidiary in accordance with Supplier's normal practice in providing such services as of the Effective Date or as specifically set forth in Schedule 2 hereto (the "Services"). In consideration for the Services, Branded Subsidiary shall pay to Supplier an amount equal to the reasonable costs of Supplier (including, but not limited to labor costs) in providing such Services and each Service provided will be separately invoiced to Branded Subsidiary. Branded Subsidiary shall give Supplier written notice of its intent to terminate any one or more of the Services at least thirty (30) days prior to the termination of the Service. This Agreement shall continue in full force and effect with respect to any Services not terminated by any such notices. 2. Knowledge Transfer: Data Separation & Transfer. Supplier and Branded Subsidiary shall, through their respective information systems departments, work together to the extent reasonably necessary to facilitate the transfer of knowledge and data to Branded Subsidiary in accordance with the terms of the Reorganization Agreement and the Technology Agreement in order to eliminate the need for or to otherwise discontinue as expeditiously as reasonably possible those Services performed in accordance with this Agreement. To the extent such Services can reasonably be eliminated upon the separation and transfer of data, the parties will work toward executing such transfer immediately following the Closing. Branded Subsidiary shall pay to Supplier an amount equal to such reasonable costs for all hours expended by Supplier personnel and actual charges incurred in separating and converting and/or transferring data and in transferring knowledge associated therewith. 3. Liability: Indemnification. Supplier shall have no liability to Branded Subsidiary with respect to its furnishing any of the Services hereunder except for its willful misconduct or gross negligence. By agreeing to provide the Services as an accommodation to Branded Subsidiary, Supplier is making no representations or warranties as to the quality, suitability or adequacy of the Services for any purpose or use, except that Supplier will use such care in providing services to Branded Subsidiary as it would use in providing such services for its own -20-

use. In providing the Services, Supplier shall not be obligated to (i) hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or license any additional equipment or software; or (iv) pay any costs related to the transfer or conversion of Branded Subsidiary's data to Branded Subsidiary or any alternate supplier of administrative services. Except for Supplier's gross negligence or willful misconduct, the sole remedy of Branded Subsidiary in the event data owned by it is lost or damaged in any way during processing by Supplier is the refund to it of any charges paid for the processing of the damaged data. Supplier agrees to exercise reasonable diligence to correct errors or deficiencies in the Services. Except for Supplier's gross negligence or willful misconduct, (i) Supplier shall not be liable to any third party in any way for any obligation or commitment or for any act or omission in connection with the provision of Services by Supplier and (ii) Branded Subsidiary shall be solely liable and responsible for any and all claims, liabilities, obligations, losses, costs, expenses, litigation, proceedings, taxes, levies, imposts, duties, deficiencies, assessments, charges, allegations, demands, damages or judgments of any kind or nature whatsoever ("Liabilities") related to, arising from, asserted against or associated with Supplier furnishing or failing to furnish to Branded Subsidiary any of the Services described herein. Upon the termination of any of the Services, Branded Subsidiary shall be obligated to return to Supplier, as soon as reasonably practicable, any equipment or other property of Supplier relating to the Services which is owned or leased by it and is or was in Branded Subsidiary's possession or control and which was or is not part of the assets to be transferred pursuant to the Merger Agreement or the Reorganization Agreement. Effective as of the date of this Agreement, Branded Subsidiary shall indemnify and hold Supplier and its affiliates and their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors,

use. In providing the Services, Supplier shall not be obligated to (i) hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or license any additional equipment or software; or (iv) pay any costs related to the transfer or conversion of Branded Subsidiary's data to Branded Subsidiary or any alternate supplier of administrative services. Except for Supplier's gross negligence or willful misconduct, the sole remedy of Branded Subsidiary in the event data owned by it is lost or damaged in any way during processing by Supplier is the refund to it of any charges paid for the processing of the damaged data. Supplier agrees to exercise reasonable diligence to correct errors or deficiencies in the Services. Except for Supplier's gross negligence or willful misconduct, (i) Supplier shall not be liable to any third party in any way for any obligation or commitment or for any act or omission in connection with the provision of Services by Supplier and (ii) Branded Subsidiary shall be solely liable and responsible for any and all claims, liabilities, obligations, losses, costs, expenses, litigation, proceedings, taxes, levies, imposts, duties, deficiencies, assessments, charges, allegations, demands, damages or judgments of any kind or nature whatsoever ("Liabilities") related to, arising from, asserted against or associated with Supplier furnishing or failing to furnish to Branded Subsidiary any of the Services described herein. Upon the termination of any of the Services, Branded Subsidiary shall be obligated to return to Supplier, as soon as reasonably practicable, any equipment or other property of Supplier relating to the Services which is owned or leased by it and is or was in Branded Subsidiary's possession or control and which was or is not part of the assets to be transferred pursuant to the Merger Agreement or the Reorganization Agreement. Effective as of the date of this Agreement, Branded Subsidiary shall indemnify and hold Supplier and its affiliates and their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors, transferees and assigns harmless from and against any and all Liabilities (including, without limitation, reasonable fees and expenses of counsel) of whatever kind and nature related to, arising from, asserted against or associated with Supplier's furnishing or failing to furnish the Services provided for in this Agreement, other than Liabilities arising out of the willful misconduct or gross negligence of Supplier or its affiliates or their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors, transferees or assigns. Nothing herein, however, shall be deemed to affect the right of Branded Subsidiary to seek damages or other rights of redress against Supplier for breach of the provisions of this part of the Agreement. 4. Claims. Branded Subsidiary's receipt of any Service performed hereunder shall be an unqualified acceptance of, and a waiver by it of any and all claims with respect to such Service unless Branded Subsidiary gives Supplier notice of claim within thirty (30) days after such receipt; no claim by Branded Subsidiary against Supplier of any kind, whether as to service performed or for delayed performance or non- performance, unless such claim is based on gross negligence or willful misconduct, shall be greater in amount than the fee for the Service in respect of which such claim is made; and in no event will Supplier be liable to Branded Subsidiary for any incidental or consequential damages, whether or not caused by or resulting from gross negligence or willful misconduct or breach of obligations hereunder. -21-

5. Additional Services. If Branded Subsidiary wants Supplier to provide any service other than the Services provided for in the Schedule 2, Branded Subsidiary shall notify Supplier, and within five (5) days following the giving of such notice, Supplier shall provide such service if such service is reasonably necessary for the conduct of the Branded Business (as defined in the Reorganization Agreement) in the ordinary course. Branded Subsidiary shall be invoiced for such services in accordance with billing practices reasonably determined by Supplier. The provision by Supplier of any such additional Services shall be subject to all other provisions of this Agreement, as if those Services had originally been part of the Schedule 2 to this Agreement. 6. Confidentiality. Any and all information which is not generally known to the public which is exchanged between the parties in connection with this Agreement, whether of a technical or business nature, shall be considered to be confidential. The parties agree that confidential information shall not be disclosed to any third party or parties without the written consent of the other party, except to the extent otherwise addressed by the Technology Agreement, which shall be treated in accordance with the terms of the Technology Agreement. Each party shall take reasonable measures to protect against nondisclosure of confidential information by its officers and employees. Confidential information shall not include any information (i) which is or becomes part of the public domain, (ii) which is obtained from third parties who are not bound by confidentiality obligations, except to the extent otherwise addressed by the Technology Agreement or (iii) which is required to be disclosed by law, regulation, legal process or the rules of any state or federal regulatory agency or the New York Stock Exchange. The provisions of this section shall survive the termination of this Agreement.

5. Additional Services. If Branded Subsidiary wants Supplier to provide any service other than the Services provided for in the Schedule 2, Branded Subsidiary shall notify Supplier, and within five (5) days following the giving of such notice, Supplier shall provide such service if such service is reasonably necessary for the conduct of the Branded Business (as defined in the Reorganization Agreement) in the ordinary course. Branded Subsidiary shall be invoiced for such services in accordance with billing practices reasonably determined by Supplier. The provision by Supplier of any such additional Services shall be subject to all other provisions of this Agreement, as if those Services had originally been part of the Schedule 2 to this Agreement. 6. Confidentiality. Any and all information which is not generally known to the public which is exchanged between the parties in connection with this Agreement, whether of a technical or business nature, shall be considered to be confidential. The parties agree that confidential information shall not be disclosed to any third party or parties without the written consent of the other party, except to the extent otherwise addressed by the Technology Agreement, which shall be treated in accordance with the terms of the Technology Agreement. Each party shall take reasonable measures to protect against nondisclosure of confidential information by its officers and employees. Confidential information shall not include any information (i) which is or becomes part of the public domain, (ii) which is obtained from third parties who are not bound by confidentiality obligations, except to the extent otherwise addressed by the Technology Agreement or (iii) which is required to be disclosed by law, regulation, legal process or the rules of any state or federal regulatory agency or the New York Stock Exchange. The provisions of this section shall survive the termination of this Agreement. 7. Billing and Payment. Supplier shall bill Branded Subsidiary on a monthly basis for the amounts due to Supplier for services provided pursuant to the terms of this Agreement. All such bills shall contain reasonable detail and shall be due thirty (30) days after receipt. The failure of Branded Subsidiary to pay any bill within thirty (30) days of receipt shall result in Branded Subsidiary owing Supplier an additional handling charge equal to 1% per month of the amount due from the date due to the payment date. 8. Term. It is intended that the Services be provided by Supplier as a temporary accommodation to Branded Subsidiary. Supplier shall provide the Services for a period beginning at the commencement of the term of this Agreement. In no event, however, shall Supplier be obligated to provide any Services identified pursuant to Part II of this Agreement beyond ninety (90) days from the Closing Date. 9. Other Provisions. Section 1 and Sections 21 through 32 of Part I of this Agreement shall be incorporated by reference to this Part II. The remaining terms of Part I shall in no way govern nor otherwise be applicable to the services provided pursuant to this Part II. -22-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CHEX INC. NEW RALCORP HOLDINGS, INC.
By /s/ Robert W. Lockwood -----------------------------Title President By /s/ J. R. Micheletto -----------------------------Title Chief Executive Officer and President

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EXHIBIT 10.7 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG RALCORP HOLDINGS, INC.,

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CHEX INC. NEW RALCORP HOLDINGS, INC.
By /s/ Robert W. Lockwood -----------------------------Title President By /s/ J. R. Micheletto -----------------------------Title Chief Executive Officer and President

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EXHIBIT 10.7 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG RALCORP HOLDINGS, INC., GENERAL MILLS, INC. AND GENERAL MILLS MISSOURI, INC. This Second Amendment to Agreement and Plan of Merger is dated as of January 29, 1997 by and among Ralcorp Holdings, Inc., a Missouri corporation (the "Company"), General Mills, Inc., a Delaware corporation (the "Acquiror"), and General Mills Missouri, Inc., a Missouri corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"). WHEREAS, the parties hereto are parties to an Agreement and Plan of Merger dated as of August 13, 1996, as amended by that certain Amendment to Agreement and Plan of Merger dated as of October 25, 1996 (the "Merger Agreement"); WHEREAS, pursuant and subject to the terms and conditions of the Merger Agreement, the Company has agreed to take all necessary action to redeem the common stock purchase rights ("Rights") associated with the Company Common Stock (as defined in the Merger Agreement) prior to the Effective Time (as defined in the Merger Agreement); WHEREAS, in order to avoid certain unnecessary administrative burdens in connection with the redemption of the Rights, the parties desire to amend the Merger Agreement to reflect that New Ralcorp Holdings, Inc., a Missouri corporation and a wholly owned subsidiary of the Company ("New Ralcorp") shall, prior to the Distribution (as defined in the Merger Agreement), assume the obligation of the Company to pay the amount required to be paid by the Company to the holders of the Rights to redeem the Rights, to the extent such amount remains unpaid at the Effective Time (the "Rights Payment"); WHEREAS, the parties also desire to clarify the sequential order in which the transactions contemplated by the Merger Agreement and the Reorganization Agreement (as defined in the Merger Agreement) shall occur on the Closing Date (as defined in the Merger Agreement); and WHEREAS, the parties also desire to amend Schedule 2.3 to the Merger Agreement in the manner set forth hereinbelow. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in the Merger Agreement and this Second Amendment, the parties hereto agree as follows: 1. Prior to the Distribution, New Ralcorp shall assume the obligation of the Company to make the Rights Payment to the holders of the Rights entitled to receive payment therefor.

2. The parties acknowledge and agree that, upon such assumption by New Ralcorp and notwithstanding the

EXHIBIT 10.7 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG RALCORP HOLDINGS, INC., GENERAL MILLS, INC. AND GENERAL MILLS MISSOURI, INC. This Second Amendment to Agreement and Plan of Merger is dated as of January 29, 1997 by and among Ralcorp Holdings, Inc., a Missouri corporation (the "Company"), General Mills, Inc., a Delaware corporation (the "Acquiror"), and General Mills Missouri, Inc., a Missouri corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"). WHEREAS, the parties hereto are parties to an Agreement and Plan of Merger dated as of August 13, 1996, as amended by that certain Amendment to Agreement and Plan of Merger dated as of October 25, 1996 (the "Merger Agreement"); WHEREAS, pursuant and subject to the terms and conditions of the Merger Agreement, the Company has agreed to take all necessary action to redeem the common stock purchase rights ("Rights") associated with the Company Common Stock (as defined in the Merger Agreement) prior to the Effective Time (as defined in the Merger Agreement); WHEREAS, in order to avoid certain unnecessary administrative burdens in connection with the redemption of the Rights, the parties desire to amend the Merger Agreement to reflect that New Ralcorp Holdings, Inc., a Missouri corporation and a wholly owned subsidiary of the Company ("New Ralcorp") shall, prior to the Distribution (as defined in the Merger Agreement), assume the obligation of the Company to pay the amount required to be paid by the Company to the holders of the Rights to redeem the Rights, to the extent such amount remains unpaid at the Effective Time (the "Rights Payment"); WHEREAS, the parties also desire to clarify the sequential order in which the transactions contemplated by the Merger Agreement and the Reorganization Agreement (as defined in the Merger Agreement) shall occur on the Closing Date (as defined in the Merger Agreement); and WHEREAS, the parties also desire to amend Schedule 2.3 to the Merger Agreement in the manner set forth hereinbelow. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in the Merger Agreement and this Second Amendment, the parties hereto agree as follows: 1. Prior to the Distribution, New Ralcorp shall assume the obligation of the Company to make the Rights Payment to the holders of the Rights entitled to receive payment therefor.

2. The parties acknowledge and agree that, upon such assumption by New Ralcorp and notwithstanding the provisions of Section 2.1(b) of the Merger Agreement to the contrary, the Rights Payment shall not be deducted from the amount of $570,000,000 in arriving at the Conversion Number (as defined in the Merger Agreement). 3. The parties also acknowledge and agree that the Rights Payment shall in no way affect the calculation of the Closing Date Net Asset Value (as defined in the Merger Agreement); it being hereby understood that the Closing Date Balance Sheet (as defined in the Merger Agreement) shall not include any accrual related to the Rights Payment. 4. The parties further acknowledge and agree that the transactions contemplated by the Merger Agreement and the Reorganization Agreement shall occur in the following sequential order on the Closing Date: (i). Internal Merger (as defined in the Merger Agreement); then (ii). Branded Contribution (as defined in the Merger Agreement); then

2. The parties acknowledge and agree that, upon such assumption by New Ralcorp and notwithstanding the provisions of Section 2.1(b) of the Merger Agreement to the contrary, the Rights Payment shall not be deducted from the amount of $570,000,000 in arriving at the Conversion Number (as defined in the Merger Agreement). 3. The parties also acknowledge and agree that the Rights Payment shall in no way affect the calculation of the Closing Date Net Asset Value (as defined in the Merger Agreement); it being hereby understood that the Closing Date Balance Sheet (as defined in the Merger Agreement) shall not include any accrual related to the Rights Payment. 4. The parties further acknowledge and agree that the transactions contemplated by the Merger Agreement and the Reorganization Agreement shall occur in the following sequential order on the Closing Date: (i). Internal Merger (as defined in the Merger Agreement); then (ii). Branded Contribution (as defined in the Merger Agreement); then (iii). Internal Spinoff (as defined in the Merger Agreement); then (iv). Distribution; then (v). Redemption of Rights; and then (vi). Merger (as defined in the Merger Agreement). 5. Schedule 2.3 to the Merger Agreement is hereby amended in its entirety to read as set forth on Exhibit A attached hereto. 6. Except as expressly amended hereby, the Merger Agreement shall remain in full force and effect. 2

IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. GENERAL MILLS, INC.
By: /s/ T. J. Brown -------------------------------------Name: T. J. Brown Title: Vice President

GENERAL MILLS MISSOURI, INC.
By: /s/ T. J. Brown -------------------------------------Name: T. J. Brown Title: Vice President

RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto -------------------------------------Name: J. R. Micheletto Title: Chief Executive Officer and President

IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. GENERAL MILLS, INC.
By: /s/ T. J. Brown -------------------------------------Name: T. J. Brown Title: Vice President

GENERAL MILLS MISSOURI, INC.
By: /s/ T. J. Brown -------------------------------------Name: T. J. Brown Title: Vice President

RALCORP HOLDINGS, INC.
By: /s/ J. R. Micheletto -------------------------------------Name: J. R. Micheletto Title: Chief Executive Officer and President

3

EXHIBIT 10.8 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG RALCORP HOLDINGS, INC., GENERAL MILLS, INC. AND GENERAL MILLS MISSOURI, INC. This Third Amendment to Agreement and Plan of Merger is dated as of January 31, 1997 by and among Ralcorp Holdings, Inc., a Missouri corporation (the "Company"), General Mills, Inc., a Delaware corporation (the "Acquiror"), and General Mills Missouri, Inc., a Missouri corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"). WHEREAS, the parties hereto are parties to an Agreement and Plan of Merger dated as of August 13, 1996, as amended by that certain Amendment to Agreement and Plan of Merger dated as of October 25, 1996 and as amended by that certain Second Amendment to Agreement and Plan of Merger dated as of January 29, 1997 (the "Merger Agreement"); WHEREAS, the parties desire to amend the Merger Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in the Merger Agreement and this Second Amendment, the parties hereto agree as follows: 1. Section 1.5(a) of the Merger Agreement is hereby amended by deleting the words "Merger Sub" and substituting therefor the word "Company." 2. The parties hereto agree that at the Effective Time the 1,000 shares of common stock of Merger Sub owned by Acquiror (being all of the issued and outstanding shares of Merger Sub) shall be cancelled and the Surviving Corporation shall issue to Acquiror 1,000 shares of common stock in replacement thereof.

EXHIBIT 10.8 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG RALCORP HOLDINGS, INC., GENERAL MILLS, INC. AND GENERAL MILLS MISSOURI, INC. This Third Amendment to Agreement and Plan of Merger is dated as of January 31, 1997 by and among Ralcorp Holdings, Inc., a Missouri corporation (the "Company"), General Mills, Inc., a Delaware corporation (the "Acquiror"), and General Mills Missouri, Inc., a Missouri corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"). WHEREAS, the parties hereto are parties to an Agreement and Plan of Merger dated as of August 13, 1996, as amended by that certain Amendment to Agreement and Plan of Merger dated as of October 25, 1996 and as amended by that certain Second Amendment to Agreement and Plan of Merger dated as of January 29, 1997 (the "Merger Agreement"); WHEREAS, the parties desire to amend the Merger Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in the Merger Agreement and this Second Amendment, the parties hereto agree as follows: 1. Section 1.5(a) of the Merger Agreement is hereby amended by deleting the words "Merger Sub" and substituting therefor the word "Company." 2. The parties hereto agree that at the Effective Time the 1,000 shares of common stock of Merger Sub owned by Acquiror (being all of the issued and outstanding shares of Merger Sub) shall be cancelled and the Surviving Corporation shall issue to Acquiror 1,000 shares of common stock in replacement thereof. 3. Acquiror hereby agrees to make all appropriate filings to evidence the reduction in the stated capital of the Surviving Corporation as a result of the Merger.

IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. GENERAL MILLS, INC.
By: /s/ T. J. Brown -------------------------------------Name: T. J. Brown Title: Vice President

GENERAL MILLS MISSOURI, INC.
By: /s/ T. J. Brown -------------------------------------Name: T. J. Brown Title: Vice President

RALCORP HOLDINGS, INC.
By: /s/ Robert W. Lockwood -------------------------------------Name: Robert W. Lockwood Title: Vice President, General Counsel

IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. GENERAL MILLS, INC.
By: /s/ T. J. Brown -------------------------------------Name: T. J. Brown Title: Vice President

GENERAL MILLS MISSOURI, INC.
By: /s/ T. J. Brown -------------------------------------Name: T. J. Brown Title: Vice President

RALCORP HOLDINGS, INC.
By: /s/ Robert W. Lockwood -------------------------------------Name: Robert W. Lockwood Title: Vice President, General Counsel and Secretary

2

EXHIBIT 10.9 SHAREHOLDER AGREEMENT Among VAIL RESORTS, INC. RALSTON FOODS, INC. AND APOLLO SKI PARTNERS, L.P. January 3, 1997

TABLE OF CONTENTS

Page ARTICLE I - DEFINITIONS 1 ARTICLE II - STANDSTILL AND VOTING PROVISIONS ...................... Section 2.1. Standstill Covenants ...................... Section 2.2. Acquisition of Vail Securities ............ Section 2.3. Voting of Vail Equity ..................... Section 2.4. Restrictions on Certain Transactions Prior to IPO ............................. 6 6 8 9 10

EXHIBIT 10.9 SHAREHOLDER AGREEMENT Among VAIL RESORTS, INC. RALSTON FOODS, INC. AND APOLLO SKI PARTNERS, L.P. January 3, 1997

TABLE OF CONTENTS

Page ARTICLE I - DEFINITIONS 1 ARTICLE II - STANDSTILL AND VOTING PROVISIONS ...................... Section 2.1. Standstill Covenants ...................... Section 2.2. Acquisition of Vail Securities ............ Section 2.3. Voting of Vail Equity ..................... Section 2.4. Restrictions on Certain Transactions Prior to IPO ............................. ARTICLE III - TRANSFER OF VAIL EQUITY ........................ Section 3.1. Restrictions on Transfer .................. Section 3.2. Exceptions to Restrictions ................ Section 3.3. Improper Transfer ......................... Section 3.4. Restrictive Legend ........................ ARTICLE IV - RIGHT OF FIRST OFFER ............................ Section 4.1. Sales by Foods ............................ ARTICLE V - REGISTRATION ..................................... Section 5.1. Demand Registration ....................... Section 5.2. Delay of Demand Registration .............. Section 5.3. Piggyback Registration .................... Section 5.4. Delay of Piggyback Registration ........... Section 5.5. Holdback Agreements ....................... Section 5.6. Right to Purchase in Lieu of Registration ............................. ARTICLE VI - REGISTRATION EXPENSES ........................... Section 6.1. Registration Expenses ..................... ARTICLE VII - REGISTRATION PROCEDURE ......................... Section 7.1. Shareholder Information ................... Section 7.2. Compliance ................................ Section 7.3. Provision of Prospectuses ................. Section 7.4. Blue Sky Compliance ....................... Section 7.5. Listing of Vail Equity .................... Section 7.6. Stop Orders ............................... 6 6 8 9 10 10 10 10 11 12 13 13 14 14 16 17 18 18 19 19 19 20 20 21 21 22 22 22

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TABLE OF CONTENTS

Page ARTICLE I - DEFINITIONS 1 ARTICLE II - STANDSTILL AND VOTING PROVISIONS ...................... Section 2.1. Standstill Covenants ...................... Section 2.2. Acquisition of Vail Securities ............ Section 2.3. Voting of Vail Equity ..................... Section 2.4. Restrictions on Certain Transactions Prior to IPO ............................. ARTICLE III - TRANSFER OF VAIL EQUITY ........................ Section 3.1. Restrictions on Transfer .................. Section 3.2. Exceptions to Restrictions ................ Section 3.3. Improper Transfer ......................... Section 3.4. Restrictive Legend ........................ ARTICLE IV - RIGHT OF FIRST OFFER ............................ Section 4.1. Sales by Foods ............................ ARTICLE V - REGISTRATION ..................................... Section 5.1. Demand Registration ....................... Section 5.2. Delay of Demand Registration .............. Section 5.3. Piggyback Registration .................... Section 5.4. Delay of Piggyback Registration ........... Section 5.5. Holdback Agreements ....................... Section 5.6. Right to Purchase in Lieu of Registration ............................. ARTICLE VI - REGISTRATION EXPENSES ........................... Section 6.1. Registration Expenses ..................... ARTICLE VII - REGISTRATION PROCEDURE ......................... Section 7.1. Shareholder Information ................... Section 7.2. Compliance ................................ Section 7.3. Provision of Prospectuses ................. Section 7.4. Blue Sky Compliance ....................... Section 7.5. Listing of Vail Equity .................... Section 7.6. Stop Orders ............................... 6 6 8 9 10 10 10 10 11 12 13 13 14 14 16 17 18 18 19 19 19 20 20 21 21 22 22 22

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Page ARTICLE VIII - INDEMNIFICATION AND CONTRIBUTION .............. Section 8.1. Indemnification .................... Section 8.2. Contribution ....................... ARTICLE IX - TAKE-ALONG RIGHTS ............................... Section 9.1. Take-Along Rights .................. ARTICLE X - INITIAL PUBLIC OFFERING .......................... Section 10.1. IPO Commitment ..................... Section 10.2. Co-Manager ......................... Section 10.3. Foods Initiated IPO ................ ARTICLE XI Section Section Section Section Section - ADDITIONAL COVENANTS ............................ 11.1. Maintain Listing or Quotation ...... 11.2. Board of Directors ................. 11.3. No Inconsistent Agreements ......... 11.4. Rules 144 and 144A ................. 11.5. Limitations on Holdings of Foods Associates ........................ 23 23 27 28 28 29 29 29 30 30 30 31 31 31 31 31

ARTICLE XII - MISCELLANEOUS ..................................

Page ARTICLE VIII - INDEMNIFICATION AND CONTRIBUTION .............. Section 8.1. Indemnification .................... Section 8.2. Contribution ....................... ARTICLE IX - TAKE-ALONG RIGHTS ............................... Section 9.1. Take-Along Rights .................. ARTICLE X - INITIAL PUBLIC OFFERING .......................... Section 10.1. IPO Commitment ..................... Section 10.2. Co-Manager ......................... Section 10.3. Foods Initiated IPO ................ ARTICLE XI Section Section Section Section Section - ADDITIONAL COVENANTS ............................ 11.1. Maintain Listing or Quotation ...... 11.2. Board of Directors ................. 11.3. No Inconsistent Agreements ......... 11.4. Rules 144 and 144A ................. 11.5. Limitations on Holdings of Foods Associates ........................ 23 23 27 28 28 29 29 29 30 30 30 31 31 31 31 31 31 31 32 32 32 33 33 33 34 34 34 34 34 35 35 35 36

ARTICLE XII - MISCELLANEOUS .................................. Section 12.1. Entire Agreement ................... Section 12.2. Headings and Captions .............. Section 12.3. Choice of Law ...................... Section 12.4. Venue .............................. Section 12.5. Notices ............................ Section 12.6. Amendments ......................... Section 12.7. Extended Meanings .................. Section 12.8. Successors and Assigns ............. Section 12.9. Severability ....................... Section 12.10. Counterparts ....................... Section 12.11. Remedies Cumulative ................ Section 12.12. Binding Agreement .................. Section 12.13. Recapitalizations, Exchanges, Etc., Affecting Vail Securities ......... Section 12.14. Other Agreements ................... Section 12.15. Termination ........................ Section 12.16. Enforcement ........................ Section 12.17. Confidentiality ....................

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Page Section 12.18. Fiduciary Accounts ................. 36

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SHAREHOLDER AGREEMENT THIS SHAREHOLDER AGREEMENT, dated January 3, 1997 (the "Agreement"), is among Vail Resorts, Inc., a Delaware corporation ("Vail"), Ralston Foods, Inc., a Nevada corporation ("Foods"), and Apollo Ski Partners, L.P., a Delaware limited partnership ("Apollo") (Foods and Apollo and their respective legal representatives, successors and assigns are referred to herein individually as a "Shareholder" and collectively as the "Shareholders"). WHEREAS, pursuant to the Stock Purchase Agreement dated as of July 22, 1996, as amended (the "Purchase Agreement") by and among Vail, Foods and Ralston Resorts, Inc., a Colorado corporation ("Ralston"), Vail acquired all of the outstanding shares of capital stock of Ralston in exchange for 3,777,203 shares of Common Stock, par value $.01 per share, of Vail ("Vail Stock"); and WHEREAS, Apollo owns 1,325,669 shares of Vail Stock and 5,958,874 shares of Class A Common Stock,

Page Section 12.18. Fiduciary Accounts ................. 36

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SHAREHOLDER AGREEMENT THIS SHAREHOLDER AGREEMENT, dated January 3, 1997 (the "Agreement"), is among Vail Resorts, Inc., a Delaware corporation ("Vail"), Ralston Foods, Inc., a Nevada corporation ("Foods"), and Apollo Ski Partners, L.P., a Delaware limited partnership ("Apollo") (Foods and Apollo and their respective legal representatives, successors and assigns are referred to herein individually as a "Shareholder" and collectively as the "Shareholders"). WHEREAS, pursuant to the Stock Purchase Agreement dated as of July 22, 1996, as amended (the "Purchase Agreement") by and among Vail, Foods and Ralston Resorts, Inc., a Colorado corporation ("Ralston"), Vail acquired all of the outstanding shares of capital stock of Ralston in exchange for 3,777,203 shares of Common Stock, par value $.01 per share, of Vail ("Vail Stock"); and WHEREAS, Apollo owns 1,325,669 shares of Vail Stock and 5,958,874 shares of Class A Common Stock, par value $.01 per share, of Vail ("Vail Class A Stock"); and WHEREAS, the parties hereto desire to enter into this Agreement to provide for certain rights and restrictions with respect to the shares of Vail Equity (as hereinafter defined). NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, each of Vail and Foods agree as follows: I DEFINITIONS As used in this Agreement, and unless the context requires a different meaning, the following terms (whether used

-2in the singular or plural) have the meanings indicated herein. Any term used and not defined herein has the meaning set forth in the Purchase Agreement. "Affiliate" of a Person means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with such Person. "Apollo" has the meaning set forth above in the recitals to this Agreement. "Apollo Option Period" has the meaning set forth in Section 4.1(c) of this Agreement. "Associate" of a Person means any of such Person's directors, officers, shareholders, representatives, trustees, employees, attorneys, advisors or agents. "Business Day" means any day other than a Saturday, Sunday or legal holiday for commercial banks in New York City. "Change of Control" means any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Apollo or one or more Affiliates of Appollo, becomes the beneficial owner of (i) more than 50% of the total outstanding Vail Securities or (ii) such number of Vail Securities which would allow such person or group to elect a majority of the Board of Directors of Vail.

SHAREHOLDER AGREEMENT THIS SHAREHOLDER AGREEMENT, dated January 3, 1997 (the "Agreement"), is among Vail Resorts, Inc., a Delaware corporation ("Vail"), Ralston Foods, Inc., a Nevada corporation ("Foods"), and Apollo Ski Partners, L.P., a Delaware limited partnership ("Apollo") (Foods and Apollo and their respective legal representatives, successors and assigns are referred to herein individually as a "Shareholder" and collectively as the "Shareholders"). WHEREAS, pursuant to the Stock Purchase Agreement dated as of July 22, 1996, as amended (the "Purchase Agreement") by and among Vail, Foods and Ralston Resorts, Inc., a Colorado corporation ("Ralston"), Vail acquired all of the outstanding shares of capital stock of Ralston in exchange for 3,777,203 shares of Common Stock, par value $.01 per share, of Vail ("Vail Stock"); and WHEREAS, Apollo owns 1,325,669 shares of Vail Stock and 5,958,874 shares of Class A Common Stock, par value $.01 per share, of Vail ("Vail Class A Stock"); and WHEREAS, the parties hereto desire to enter into this Agreement to provide for certain rights and restrictions with respect to the shares of Vail Equity (as hereinafter defined). NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, each of Vail and Foods agree as follows: I DEFINITIONS As used in this Agreement, and unless the context requires a different meaning, the following terms (whether used

-2in the singular or plural) have the meanings indicated herein. Any term used and not defined herein has the meaning set forth in the Purchase Agreement. "Affiliate" of a Person means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with such Person. "Apollo" has the meaning set forth above in the recitals to this Agreement. "Apollo Option Period" has the meaning set forth in Section 4.1(c) of this Agreement. "Associate" of a Person means any of such Person's directors, officers, shareholders, representatives, trustees, employees, attorneys, advisors or agents. "Business Day" means any day other than a Saturday, Sunday or legal holiday for commercial banks in New York City. "Change of Control" means any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Apollo or one or more Affiliates of Appollo, becomes the beneficial owner of (i) more than 50% of the total outstanding Vail Securities or (ii) such number of Vail Securities which would allow such person or group to elect a majority of the Board of Directors of Vail. "Closing" means the closing of the transactions contemplated by the Purchase Agreement. "Control" (including the terms "Controlling," "Controlled by" and "under common Control with") means the possession of the power, directly or indirectly, (a) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (b) to direct or cause the direction of the management and policies of or with respect to

-2in the singular or plural) have the meanings indicated herein. Any term used and not defined herein has the meaning set forth in the Purchase Agreement. "Affiliate" of a Person means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with such Person. "Apollo" has the meaning set forth above in the recitals to this Agreement. "Apollo Option Period" has the meaning set forth in Section 4.1(c) of this Agreement. "Associate" of a Person means any of such Person's directors, officers, shareholders, representatives, trustees, employees, attorneys, advisors or agents. "Business Day" means any day other than a Saturday, Sunday or legal holiday for commercial banks in New York City. "Change of Control" means any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Apollo or one or more Affiliates of Appollo, becomes the beneficial owner of (i) more than 50% of the total outstanding Vail Securities or (ii) such number of Vail Securities which would allow such person or group to elect a majority of the Board of Directors of Vail. "Closing" means the closing of the transactions contemplated by the Purchase Agreement. "Control" (including the terms "Controlling," "Controlled by" and "under common Control with") means the possession of the power, directly or indirectly, (a) to elect a majority of the board of directors (or equivalent governing body) of the entity in question; or (b) to direct or cause the direction of the management and policies of or with respect to

-3the entity or assets in question, whether through ownership of securities, by contract or otherwise. "Demand Notice" has the meaning set forth in Section 5.1(a) of this Agreement. "Demand Registration" has the meaning set forth in Section 5.1(a) of this Agreement. "Discussion Period" has the meaning set forth in Section 10.3(b) of this Agreement. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. "First Option" has the meaning set forth in Section 4.1(b) of this Agreement. "Foods" has the meaning set forth above in the recitals to this Agreement. "Foods Initiated IPO" has the meaning set forth in Section 10.3(b) of this Agreement. "Foods Notice" has the meaning set forth in Section 10.3(b) of this Agreement. "GAAP" means accounting principles which are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors in effect from time to time and (b) applied on a basis consistent with prior periods. "Group" means any group of Persons within the meaning of Section 13(d)(3) of the Exchange Act. "IPO" means the consummation of an initial public offering of Vail Stock pursuant to a registration statement filed

-3the entity or assets in question, whether through ownership of securities, by contract or otherwise. "Demand Notice" has the meaning set forth in Section 5.1(a) of this Agreement. "Demand Registration" has the meaning set forth in Section 5.1(a) of this Agreement. "Discussion Period" has the meaning set forth in Section 10.3(b) of this Agreement. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. "First Option" has the meaning set forth in Section 4.1(b) of this Agreement. "Foods" has the meaning set forth above in the recitals to this Agreement. "Foods Initiated IPO" has the meaning set forth in Section 10.3(b) of this Agreement. "Foods Notice" has the meaning set forth in Section 10.3(b) of this Agreement. "GAAP" means accounting principles which are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors in effect from time to time and (b) applied on a basis consistent with prior periods. "Group" means any group of Persons within the meaning of Section 13(d)(3) of the Exchange Act. "IPO" means the consummation of an initial public offering of Vail Stock pursuant to a registration statement filed with the Securities and Exchange Commission.

-4"Loss" has the meaning set forth in Section 8.1(a)(i) of this Agreement. "Marketable Number" has the meaning set forth in Section 5.1(e) of this Agreement. "Non-Qualified Transferee" has the meaning set forth in Section 9.1 of this Agreement. "Non-Requesting Shareholder" has the meaning set forth in Section 5.1(e) of this Agreement. "Person" means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind. "Piggyback Notice" has the meaning set forth in Section 5.3(a) of this Agreement. "Piggyback Registration" has the meaning set forth in Section 5.3(a) of this Agreement. "Piggyback Shareholder" has the meaning set forth in Section 5.3(a) of this Agreement. "Private Sale" has the meaning set forth in Section 2.2 of this Agreement. "Purchase Agreement" has the meaning set forth above in the recitals to this Agreement. "Ralston" has the meaning set forth above in the recitals to this Agreement. "Registration Statement" means any registration statement or comparable document under Section 5 of the

-4"Loss" has the meaning set forth in Section 8.1(a)(i) of this Agreement. "Marketable Number" has the meaning set forth in Section 5.1(e) of this Agreement. "Non-Qualified Transferee" has the meaning set forth in Section 9.1 of this Agreement. "Non-Requesting Shareholder" has the meaning set forth in Section 5.1(e) of this Agreement. "Person" means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind. "Piggyback Notice" has the meaning set forth in Section 5.3(a) of this Agreement. "Piggyback Registration" has the meaning set forth in Section 5.3(a) of this Agreement. "Piggyback Shareholder" has the meaning set forth in Section 5.3(a) of this Agreement. "Private Sale" has the meaning set forth in Section 2.2 of this Agreement. "Purchase Agreement" has the meaning set forth above in the recitals to this Agreement. "Ralston" has the meaning set forth above in the recitals to this Agreement. "Registration Statement" means any registration statement or comparable document under Section 5 of the

-5Securities Act through which a public sale or disposition of Vail Securities may be registered other than a registration statement (a) relating to an Employee Benefit Plan or similar plan or a business combination or (b) on any form that is not available for a secondary offering. "Requesting Shareholder" has the meaning set forth in Section 5.1(d) of this Agreement. "SEC" means the Securities and Exchange Commission or other federal agency at the time administering the Securities Act, the Exchange Act or any successor acts thereto. "Second Option" has the meaning set forth in Section 4.1(c) of this Agreement. "Section 4.1 Shares" has the meaning set forth in Section 4.1(a) of this Agreement. "Section 5.6 Shares" has the meaning set forth in Section 5.6 of this Agreement. "Section 9.1 Shares" has the meaning set forth in Section 9.1 of this Agreement. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder. "Shareholder" means Apollo or Foods and its permitted successors and assigns. "Shareholder Indemnified Party" has the meaning set forth in Section 8.1(c) of this Agreement. "Transfer" with respect to all or any part of the Vail Equity means to directly or indirectly (whether or not through an underwriter) sell, convey, distribute, transfer (by merger or otherwise), assign, devise, exchange, encumber, gift, pledge, hypothecate or otherwise dispose of such Vail Equity (including

-5Securities Act through which a public sale or disposition of Vail Securities may be registered other than a registration statement (a) relating to an Employee Benefit Plan or similar plan or a business combination or (b) on any form that is not available for a secondary offering. "Requesting Shareholder" has the meaning set forth in Section 5.1(d) of this Agreement. "SEC" means the Securities and Exchange Commission or other federal agency at the time administering the Securities Act, the Exchange Act or any successor acts thereto. "Second Option" has the meaning set forth in Section 4.1(c) of this Agreement. "Section 4.1 Shares" has the meaning set forth in Section 4.1(a) of this Agreement. "Section 5.6 Shares" has the meaning set forth in Section 5.6 of this Agreement. "Section 9.1 Shares" has the meaning set forth in Section 9.1 of this Agreement. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder. "Shareholder" means Apollo or Foods and its permitted successors and assigns. "Shareholder Indemnified Party" has the meaning set forth in Section 8.1(c) of this Agreement. "Transfer" with respect to all or any part of the Vail Equity means to directly or indirectly (whether or not through an underwriter) sell, convey, distribute, transfer (by merger or otherwise), assign, devise, exchange, encumber, gift, pledge, hypothecate or otherwise dispose of such Vail Equity (including

-6without limitation the sale or disposition of an entity the primary asset of which is Vail Equity). "Transfer Notice" has the meaning set forth in Section 4.1(a) of this Agreement. "Trigger Date" has the meaning set forth in Section 10.3(a) of this Agreement. "Vail" has the meaning set forth above in the recitals to this Agreement. "Vail Class A Stock" means the Class A Common Stock of Vail, par value $.01 per share. "Vail Equity" means (i) shares of Vail Stock acquired by Foods at the Closing and any other Vail Securities owned, beneficially or of record, by Foods or any of its Affiliates at any time during the term of this Agreement and (ii) shares of Vail Stock, Vail Class A Stock and any other Vail Securities owned, beneficially or of record, by Apollo or any of its Affiliates at any time during the term of this Agreement. "Vail Indemnified Party" has the meaning set forth in Section 8.1(a) of this Agreement. "Vail Market Price" means the average of the closing sale prices of the Vail Stock being valued on the New York Stock Exchange or, if the Vail Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system of the principal national securities exchange on which the Vail Stock is listed or admitted to trading, for the twenty (20) trading days which end on the day immediately prior to the date of the Demand Notice. If the Vail Stock is not listed or admitted to trading on any national securities exchange, "Vail Market Price" means the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers,

-6without limitation the sale or disposition of an entity the primary asset of which is Vail Equity). "Transfer Notice" has the meaning set forth in Section 4.1(a) of this Agreement. "Trigger Date" has the meaning set forth in Section 10.3(a) of this Agreement. "Vail" has the meaning set forth above in the recitals to this Agreement. "Vail Class A Stock" means the Class A Common Stock of Vail, par value $.01 per share. "Vail Equity" means (i) shares of Vail Stock acquired by Foods at the Closing and any other Vail Securities owned, beneficially or of record, by Foods or any of its Affiliates at any time during the term of this Agreement and (ii) shares of Vail Stock, Vail Class A Stock and any other Vail Securities owned, beneficially or of record, by Apollo or any of its Affiliates at any time during the term of this Agreement. "Vail Indemnified Party" has the meaning set forth in Section 8.1(a) of this Agreement. "Vail Market Price" means the average of the closing sale prices of the Vail Stock being valued on the New York Stock Exchange or, if the Vail Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system of the principal national securities exchange on which the Vail Stock is listed or admitted to trading, for the twenty (20) trading days which end on the day immediately prior to the date of the Demand Notice. If the Vail Stock is not listed or admitted to trading on any national securities exchange, "Vail Market Price" means the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers,

-7Inc. Automated Quotation System or such other system then in use, for the twenty (20) trading days which end on the day immediately prior to such date or, if on any such trading day the Vail Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by two professional market makers making a market in the Vail Stock, one selected in good faith by the board of directors of Vail and the other selected in good faith by Foods. If the Vail Stock is not publicly held or so listed or publicly traded, "Vail Market Price" means the cash price at which a willing seller would sell and a willing buyer would buy such securities in an arm's-length negotiated transaction without undue time restraints, as determined in good faith by an investment banking firm selected by agreement between Vail and Foods. "Vail Option Period" has the meaning set forth in Section 4.1(b) of this Agreement. "Vail Securities" means the Vail Stock, Vail Class A Stock and any other voting securities of Vail or its Affiliates, including any securities convertible into or exercisable or exchangeable for any voting securities of Vail. "Vail Stock" has the meaning set forth above in the recitals to this Agreement. II STANDSTILL AND VOTING PROVISIONS II.1 Standstill Covenants. Unless otherwise permitted in this Agreement, Foods agrees that during the term of this Agreement, it will not, directly or indirectly: (a) acquire, offer to acquire, or agree to acquire by purchase or otherwise, any Vail Securities except as a result of a stock split, stock dividend or similar recapitalization by Vail;

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-7Inc. Automated Quotation System or such other system then in use, for the twenty (20) trading days which end on the day immediately prior to such date or, if on any such trading day the Vail Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by two professional market makers making a market in the Vail Stock, one selected in good faith by the board of directors of Vail and the other selected in good faith by Foods. If the Vail Stock is not publicly held or so listed or publicly traded, "Vail Market Price" means the cash price at which a willing seller would sell and a willing buyer would buy such securities in an arm's-length negotiated transaction without undue time restraints, as determined in good faith by an investment banking firm selected by agreement between Vail and Foods. "Vail Option Period" has the meaning set forth in Section 4.1(b) of this Agreement. "Vail Securities" means the Vail Stock, Vail Class A Stock and any other voting securities of Vail or its Affiliates, including any securities convertible into or exercisable or exchangeable for any voting securities of Vail. "Vail Stock" has the meaning set forth above in the recitals to this Agreement. II STANDSTILL AND VOTING PROVISIONS II.1 Standstill Covenants. Unless otherwise permitted in this Agreement, Foods agrees that during the term of this Agreement, it will not, directly or indirectly: (a) acquire, offer to acquire, or agree to acquire by purchase or otherwise, any Vail Securities except as a result of a stock split, stock dividend or similar recapitalization by Vail;

-8(b) except in the ordinary course of business, acquire, offer to acquire, or agree to acquire by purchase or otherwise, any assets of Vail; (c) initiate, solicit, propose, seek to effect or negotiate, alone or with any other Person, (i) any form of business combination transaction involving Vail or any Affiliate thereof, or (ii) any restructuring, recapitalization or similar transaction with respect to Vail or any Affiliate thereof; (d) initiate, solicit, propose, seek to effect, negotiate, or announce an intent to make, alone or with any other Person, any tender offer, exchange offer, merger, consolidation or share exchange for any Vail Securities, or disclose an intent, purpose, plan or proposal with respect to Vail, any of its Affiliates or any Vail Securities inconsistent with the provisions of this Agreement; (e) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to Vail or any of its Affiliates or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) involving Vail or any of its Affiliates; (f) initiate, solicit or propose the approval of one or more shareholder proposals with respect to Vail or any of its Affiliates or induce or attempt to induce any other Person to initiate any such shareholder proposal; (g) form, join or in any way participate in a Group with respect to the Vail Securities; (h) except as expressly provided herein, seek election to or seek to place a representative on the board of directors of Vail or any of its Affiliates or seek the

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-8(b) except in the ordinary course of business, acquire, offer to acquire, or agree to acquire by purchase or otherwise, any assets of Vail; (c) initiate, solicit, propose, seek to effect or negotiate, alone or with any other Person, (i) any form of business combination transaction involving Vail or any Affiliate thereof, or (ii) any restructuring, recapitalization or similar transaction with respect to Vail or any Affiliate thereof; (d) initiate, solicit, propose, seek to effect, negotiate, or announce an intent to make, alone or with any other Person, any tender offer, exchange offer, merger, consolidation or share exchange for any Vail Securities, or disclose an intent, purpose, plan or proposal with respect to Vail, any of its Affiliates or any Vail Securities inconsistent with the provisions of this Agreement; (e) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to Vail or any of its Affiliates or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) involving Vail or any of its Affiliates; (f) initiate, solicit or propose the approval of one or more shareholder proposals with respect to Vail or any of its Affiliates or induce or attempt to induce any other Person to initiate any such shareholder proposal; (g) form, join or in any way participate in a Group with respect to the Vail Securities; (h) except as expressly provided herein, seek election to or seek to place a representative on the board of directors of Vail or any of its Affiliates or seek the

-9removal of any member of the board of directors of Vail or any of its Affiliates; (i) except for participation on the board of directors of Vail, act in concert with any other Person to seek to affect the management or board of directors of Vail or any of its Affiliates or the business, operations or affairs of Vail or any of its Affiliates; (j) call or seek to have called any meeting of the shareholders of Vail or any of its Affiliates; (k) disclose to any third party or in any filing with any governmental authority any intention, plan or arrangement inconsistent with any of the foregoing or with the restrictions on transfer set forth in this Agreement; or (l) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or advise, assist, encourage or influence any other Person to take any action with respect to any of the foregoing. II.2 Acquisition of Vail Securities. Notwithstanding Section 2.1 hereof, Foods may purchase in one or more open market transactions or otherwise (including the IPO) that number of shares of Vail Securities necessary for Foods to continue to account for its investment in Vail under the equity accounting method under GAAP; provided, that in no event shall any such purchase result in the ownership by Foods and its Affiliates of Vail Securities exceeding 23.5% of the total outstanding Vail Securities. In the event that Vail proposes to register or otherwise offer any Vail Securities for sale for its own account (including the IPO) under the Securities Act (other than a registration of securities in connection with a merger, an acquisition, an exchange offer or an employee benefit plan maintained by Vail or its Affiliates or on Form S-4 or S-8 or any successor or similar form or by means of a shelf registration pursuant to Rule 415 under the Securities Act) or in a

-10transaction exempt from registration under the Securities Act (a "Private Sale"), Vail will give written notice to

-9removal of any member of the board of directors of Vail or any of its Affiliates; (i) except for participation on the board of directors of Vail, act in concert with any other Person to seek to affect the management or board of directors of Vail or any of its Affiliates or the business, operations or affairs of Vail or any of its Affiliates; (j) call or seek to have called any meeting of the shareholders of Vail or any of its Affiliates; (k) disclose to any third party or in any filing with any governmental authority any intention, plan or arrangement inconsistent with any of the foregoing or with the restrictions on transfer set forth in this Agreement; or (l) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or advise, assist, encourage or influence any other Person to take any action with respect to any of the foregoing. II.2 Acquisition of Vail Securities. Notwithstanding Section 2.1 hereof, Foods may purchase in one or more open market transactions or otherwise (including the IPO) that number of shares of Vail Securities necessary for Foods to continue to account for its investment in Vail under the equity accounting method under GAAP; provided, that in no event shall any such purchase result in the ownership by Foods and its Affiliates of Vail Securities exceeding 23.5% of the total outstanding Vail Securities. In the event that Vail proposes to register or otherwise offer any Vail Securities for sale for its own account (including the IPO) under the Securities Act (other than a registration of securities in connection with a merger, an acquisition, an exchange offer or an employee benefit plan maintained by Vail or its Affiliates or on Form S-4 or S-8 or any successor or similar form or by means of a shelf registration pursuant to Rule 415 under the Securities Act) or in a

-10transaction exempt from registration under the Securities Act (a "Private Sale"), Vail will give written notice to Foods of its intention to do so and of Foods' rights under this Section 2.2, at least twenty (20) calendar days prior to the anticipated filing date of a Registration Statement relating to such registration (or if such transaction is a Private Sale a comparable period of time). Foods will have the right, but not the obligation, to elect to purchase shares in such offering (including the IPO), at the same price Vail is to receive for the shares to be sold for its account provided that if such offering is not the IPO Foods shall only have such purchase right if Apollo is purchasing Vail Securities in such offering, in which case the number of Vail Securities that Foods may purchase in such offering shall be equal to the number of shares proposed to be purchased by Apollo multiplied by a fraction, the numerator of which is the total number or shares of Vail Equity owned by Foods at such time and the denominator of which is the sum of the total number of shares of Vail Equity owned by Apollo and Foods at such time. In the event that the size of such offering is increased after Foods has received notice of such offering, Foods will have the right, but not the obligation, to proportionately increase its purchase of shares in such offering. Foods may exercise its purchase rights under this Section 2.2 by notifying Vail of its election to purchase shares (which election shall be irrevocable) in such offering within ten days of receiving notice from Vail (failure by Foods to give such notice within such ten-business-day period shall be deemed an election by Foods not to purchase Vail Securities in such offering). Any purchase by Foods of Vail Securities pursuant to this Section 2.2 may not result in Foods and its Affiliates' ownership exceeding 23.5% of the total outstanding Vail Securities. Foods shall not be entitled to a Piggyback Registration with respect to any offering if it has elected to purchase Vail Securities in such offering. II.3 Voting of Vail Equity. Foods agrees that during the term of this Agreement, with respect to the election of directors of Vail, each class of Vail Equity owned by Foods and its Affiliates shall be voted (i) "for" the nominees recommended by the Board of Directors of Vail, provided Vail and Apollo are

-11in compliance with the terms of Section 11.2 of this Agreement, (ii) in accordance with the recommendation of the Board of Directors of Vail on each proposal of a security holder pursuant to Rule 14a-8 under the Exchange

-10transaction exempt from registration under the Securities Act (a "Private Sale"), Vail will give written notice to Foods of its intention to do so and of Foods' rights under this Section 2.2, at least twenty (20) calendar days prior to the anticipated filing date of a Registration Statement relating to such registration (or if such transaction is a Private Sale a comparable period of time). Foods will have the right, but not the obligation, to elect to purchase shares in such offering (including the IPO), at the same price Vail is to receive for the shares to be sold for its account provided that if such offering is not the IPO Foods shall only have such purchase right if Apollo is purchasing Vail Securities in such offering, in which case the number of Vail Securities that Foods may purchase in such offering shall be equal to the number of shares proposed to be purchased by Apollo multiplied by a fraction, the numerator of which is the total number or shares of Vail Equity owned by Foods at such time and the denominator of which is the sum of the total number of shares of Vail Equity owned by Apollo and Foods at such time. In the event that the size of such offering is increased after Foods has received notice of such offering, Foods will have the right, but not the obligation, to proportionately increase its purchase of shares in such offering. Foods may exercise its purchase rights under this Section 2.2 by notifying Vail of its election to purchase shares (which election shall be irrevocable) in such offering within ten days of receiving notice from Vail (failure by Foods to give such notice within such ten-business-day period shall be deemed an election by Foods not to purchase Vail Securities in such offering). Any purchase by Foods of Vail Securities pursuant to this Section 2.2 may not result in Foods and its Affiliates' ownership exceeding 23.5% of the total outstanding Vail Securities. Foods shall not be entitled to a Piggyback Registration with respect to any offering if it has elected to purchase Vail Securities in such offering. II.3 Voting of Vail Equity. Foods agrees that during the term of this Agreement, with respect to the election of directors of Vail, each class of Vail Equity owned by Foods and its Affiliates shall be voted (i) "for" the nominees recommended by the Board of Directors of Vail, provided Vail and Apollo are

-11in compliance with the terms of Section 11.2 of this Agreement, (ii) in accordance with the recommendation of the Board of Directors of Vail on each proposal of a security holder pursuant to Rule 14a-8 under the Exchange Act, so long as the subject matter of such proposal does not fall within the proviso hereto, and (iii) with respect to all other matters requiring a vote of the Vail Equity, "for" any proposal in the same proportion as the votes cast "for" such proposal by the holders of the Vail Securities of the same class (excluding the Vail Equity owned by Foods), and "against" any proposal in the same proportion as the votes cast "against" such proposal by the holders of each such class of Vail Securities (excluding the Vail Equity owned by Foods) and that with respect to broker non-votes and abstentions, each class of Vail Equity owned by Foods will be voted in the same proportion as votes deemed "for," "against" or "abstain," giving effect to broker non-votes and abstentions as required under the laws and rules then applicable; provided, however, that Foods shall retain the right to vote its Vail Equity in any manner it sees fit with respect to any proposals for (1) the merger, consolidation or other business combination of Vail or any subsidiary of Vail with or into any other corporation, (2) the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of Vail and all of its subsidiaries taken together as a single business, (3) the creation of any other class of stock with voting rights and (4) changes to the Certificate of Incorporation or Bylaws of Vail that adversely affect Foods' rights under this Agreement. The provisions of this Section 2.3 shall apply to both the casting of votes at meetings of shareholders and execution of actions by written consent. II.4 Restrictions on Certain Transactions Prior to IPO. Prior to the IPO, Vail shall not, without the prior written approval of Foods, (1) enter into transactions with Apollo or its Affiliates that are not on an arm's-length basis (other than the continuation or extension of contracts or arrangements between Vail and Apollo and its Affiliates that are in existence as of the date of this Agreement and have heretofore been disclosed to Foods), (2) permit (a) the merger of Vail with or into any other

-12corporation (other than a subsidiary of Vail), (b) the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of Vail and all of its subsidiaries taken together as a single business, (c) the creation of any other class of stock with voting rights that materially adversely affects Foods' rights under this Agreement

-11in compliance with the terms of Section 11.2 of this Agreement, (ii) in accordance with the recommendation of the Board of Directors of Vail on each proposal of a security holder pursuant to Rule 14a-8 under the Exchange Act, so long as the subject matter of such proposal does not fall within the proviso hereto, and (iii) with respect to all other matters requiring a vote of the Vail Equity, "for" any proposal in the same proportion as the votes cast "for" such proposal by the holders of the Vail Securities of the same class (excluding the Vail Equity owned by Foods), and "against" any proposal in the same proportion as the votes cast "against" such proposal by the holders of each such class of Vail Securities (excluding the Vail Equity owned by Foods) and that with respect to broker non-votes and abstentions, each class of Vail Equity owned by Foods will be voted in the same proportion as votes deemed "for," "against" or "abstain," giving effect to broker non-votes and abstentions as required under the laws and rules then applicable; provided, however, that Foods shall retain the right to vote its Vail Equity in any manner it sees fit with respect to any proposals for (1) the merger, consolidation or other business combination of Vail or any subsidiary of Vail with or into any other corporation, (2) the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of Vail and all of its subsidiaries taken together as a single business, (3) the creation of any other class of stock with voting rights and (4) changes to the Certificate of Incorporation or Bylaws of Vail that adversely affect Foods' rights under this Agreement. The provisions of this Section 2.3 shall apply to both the casting of votes at meetings of shareholders and execution of actions by written consent. II.4 Restrictions on Certain Transactions Prior to IPO. Prior to the IPO, Vail shall not, without the prior written approval of Foods, (1) enter into transactions with Apollo or its Affiliates that are not on an arm's-length basis (other than the continuation or extension of contracts or arrangements between Vail and Apollo and its Affiliates that are in existence as of the date of this Agreement and have heretofore been disclosed to Foods), (2) permit (a) the merger of Vail with or into any other

-12corporation (other than a subsidiary of Vail), (b) the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of Vail and all of its subsidiaries taken together as a single business, (c) the creation of any other class of stock with voting rights that materially adversely affects Foods' rights under this Agreement or (d) changes to the Certificate of Incorporation or Bylaws of Vail that adversely affect Foods' rights under this Agreement, or (3) enter into any material business not currently conducted by Vail that is not related to the operation of ski resorts, real estate or the vacation, leisure and entertainment industries. III TRANSFER OF VAIL EQUITY III.1 Restrictions on Transfer. During the term of this Agreement, Foods agrees that it will not, and it will cause each of its Affiliates who acquire Vail Equity not to, Transfer any Vail Equity, except as permitted by or in accordance with this Agreement. III.2 Exceptions to Restrictions. Subject to all applicable laws, the restrictions on Transfer set forth in Section 3.1 hereof shall not apply to any of the following: (a) a Transfer of some or all of the Vail Equity pro rata to all of the holders of common stock of Foods as a dividend or distribution, in redemption of the Foods Stock or pursuant to a similar transaction; (b) a Transfer of some or all of the Vail Equity to an Affiliate of Foods, provided that such Affiliate (i) shall agree to be bound by and subject to the provisions of this Agreement, (ii) Foods shall remain liable for the performance by such Affiliate of its obligations under this Agreement and (iii) such Affiliate shall have executed and delivered to Vail the guaranty required by Section 5.14 of the Purchase Agreement;

-13(c) a Transfer of some or all of the Vail Equity in accordance with

-12corporation (other than a subsidiary of Vail), (b) the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of Vail and all of its subsidiaries taken together as a single business, (c) the creation of any other class of stock with voting rights that materially adversely affects Foods' rights under this Agreement or (d) changes to the Certificate of Incorporation or Bylaws of Vail that adversely affect Foods' rights under this Agreement, or (3) enter into any material business not currently conducted by Vail that is not related to the operation of ski resorts, real estate or the vacation, leisure and entertainment industries. III TRANSFER OF VAIL EQUITY III.1 Restrictions on Transfer. During the term of this Agreement, Foods agrees that it will not, and it will cause each of its Affiliates who acquire Vail Equity not to, Transfer any Vail Equity, except as permitted by or in accordance with this Agreement. III.2 Exceptions to Restrictions. Subject to all applicable laws, the restrictions on Transfer set forth in Section 3.1 hereof shall not apply to any of the following: (a) a Transfer of some or all of the Vail Equity pro rata to all of the holders of common stock of Foods as a dividend or distribution, in redemption of the Foods Stock or pursuant to a similar transaction; (b) a Transfer of some or all of the Vail Equity to an Affiliate of Foods, provided that such Affiliate (i) shall agree to be bound by and subject to the provisions of this Agreement, (ii) Foods shall remain liable for the performance by such Affiliate of its obligations under this Agreement and (iii) such Affiliate shall have executed and delivered to Vail the guaranty required by Section 5.14 of the Purchase Agreement;

-13(c) a Transfer of some or all of the Vail Equity in accordance with Section 5.1 or 5.3 of this Agreement; (d) a Transfer of some or all of the Vail Equity in any tender offer, self-tender, exchange offer, going private transaction or other transaction involving a Transfer which is recommended to shareholders of Vail by at least a majority of the Board of Directors of Vail; (e) subject to Section 4.1, a Transfer of some or all of the Vail Equity with the prior written consent of a majority of the Board of Directors of Vail; (f) subject to Section 4.1, a Transfer of some or all of the Vail Equity pursuant to Rule 144 of the Securities Act if an IPO has not been consummated by December 31, 1998; (g) subject to Section 4.1, a Transfer of some or all of the Vail Equity if an IPO has not been consummated by December 31, 1998 and such transferee agrees to be bound by the terms of this Agreement; and (h) subject to Section 4.1, a Transfer of some or all of the Vail Equity on or after the date which is 18 months after the date of this Agreement, provided that (i) the transferee agrees to be bound by and subject to the provisions of this Agreement, (ii) after giving effect to such Transfer, the transferee will not own, directly or indirectly, more than 10% of the then outstanding Vail Securities and (iii) such transferee agrees with Vail and Apollo not to thereafter purchase or otherwise acquire, directly or indirectly, any additional Vail Securities if it would result in such transferee owning, directly or indirectly, more than 10% of the then outstanding Vail Securities. III.3 Improper Transfer. Any attempt to Transfer any shares of Vail Equity not in accordance with this Agreement will be null and void and Vail will not give nor permit the transfer

-14-

-13(c) a Transfer of some or all of the Vail Equity in accordance with Section 5.1 or 5.3 of this Agreement; (d) a Transfer of some or all of the Vail Equity in any tender offer, self-tender, exchange offer, going private transaction or other transaction involving a Transfer which is recommended to shareholders of Vail by at least a majority of the Board of Directors of Vail; (e) subject to Section 4.1, a Transfer of some or all of the Vail Equity with the prior written consent of a majority of the Board of Directors of Vail; (f) subject to Section 4.1, a Transfer of some or all of the Vail Equity pursuant to Rule 144 of the Securities Act if an IPO has not been consummated by December 31, 1998; (g) subject to Section 4.1, a Transfer of some or all of the Vail Equity if an IPO has not been consummated by December 31, 1998 and such transferee agrees to be bound by the terms of this Agreement; and (h) subject to Section 4.1, a Transfer of some or all of the Vail Equity on or after the date which is 18 months after the date of this Agreement, provided that (i) the transferee agrees to be bound by and subject to the provisions of this Agreement, (ii) after giving effect to such Transfer, the transferee will not own, directly or indirectly, more than 10% of the then outstanding Vail Securities and (iii) such transferee agrees with Vail and Apollo not to thereafter purchase or otherwise acquire, directly or indirectly, any additional Vail Securities if it would result in such transferee owning, directly or indirectly, more than 10% of the then outstanding Vail Securities. III.3 Improper Transfer. Any attempt to Transfer any shares of Vail Equity not in accordance with this Agreement will be null and void and Vail will not give nor permit the transfer

-14agent of Vail to give any effect to such attempted Transfer in its stock records. III.4 Restrictive Legend. (a) A copy of this Agreement will be filed with the Secretary of Vail and kept with the records of Vail. All certificates representing shares of Vail Equity hereafter issued to or acquired by Foods or its successors or permitted assigns, will bear the following legend (until such time as such shares are sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act) noted conspicuously on such certificates: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT ONLY, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED (BY MERGER OR OTHERWISE), ASSIGNED, DEVISED, EXCHANGED, GIFTED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION, AND AN ACCEPTABLE OPINION OF COUNSEL IS DELIVERED TO VAIL RESORTS, INC. WITH REGARD TO SUCH EXEMPTION, OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH STATE SECURITIES LAWS. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SHAREHOLDER AGREEMENT, DATED , 1996. NO TRANSFER OF THESE SHARES WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDER AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST VAIL RESORTS, INC. TO RECORD THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDER AGREEMENT. A COPY OF THE SHAREHOLDER AGREEMENT IS ON FILE AT THE EXECUTIVE OFFICES OF VAIL RESORTS, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE SHAREHOLDER AGREEMENT AND NO

-14agent of Vail to give any effect to such attempted Transfer in its stock records. III.4 Restrictive Legend. (a) A copy of this Agreement will be filed with the Secretary of Vail and kept with the records of Vail. All certificates representing shares of Vail Equity hereafter issued to or acquired by Foods or its successors or permitted assigns, will bear the following legend (until such time as such shares are sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act) noted conspicuously on such certificates: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT ONLY, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED (BY MERGER OR OTHERWISE), ASSIGNED, DEVISED, EXCHANGED, GIFTED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION, AND AN ACCEPTABLE OPINION OF COUNSEL IS DELIVERED TO VAIL RESORTS, INC. WITH REGARD TO SUCH EXEMPTION, OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH STATE SECURITIES LAWS. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SHAREHOLDER AGREEMENT, DATED , 1996. NO TRANSFER OF THESE SHARES WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDER AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST VAIL RESORTS, INC. TO RECORD THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDER AGREEMENT. A COPY OF THE SHAREHOLDER AGREEMENT IS ON FILE AT THE EXECUTIVE OFFICES OF VAIL RESORTS, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE SHAREHOLDER AGREEMENT AND NO VOTE

-15OF SUCH SHARES THAT CONTRAVENES THE SHAREHOLDER AGREEMENT SHALL BE EFFECTIVE. (b) Until such time as the Vail Equity has been registered pursuant to a registration statement under the Securities Act or sold pursuant to Rule 144 of the Securities Act, the certificates representing Vail Equity (including, without limitation, all certificates issued upon Transfer or in exchange or substitution therefor) will also bear any legend required under any other applicable laws, including state securities or blue sky laws. (c) Vail may make a notation on its records or give stop-transfer instructions to any transfer agents or registrars for the Vail Equity in order to implement the restrictions set forth in this Article III. (d) In the event Foods acquires any other or additional Vail Securities, Foods will submit all certificates representing such Vail Securities to Vail so that any appropriate legend or legends required by this Section 3.4 may be placed thereon. IV RIGHT OF FIRST OFFER IV.1 Sales by Foods. (a) Prior to any Transfer pursuant to Section 3.2(e), (f), (g) and (h), Foods must first give written notice of its intent to make such Transfer (a "Transfer Notice") to Vail and Apollo setting forth the number of shares of Vail Equity (the "Section 4.1 Shares") that Foods desires to Transfer and the cash price that Foods proposes to be

-15OF SUCH SHARES THAT CONTRAVENES THE SHAREHOLDER AGREEMENT SHALL BE EFFECTIVE. (b) Until such time as the Vail Equity has been registered pursuant to a registration statement under the Securities Act or sold pursuant to Rule 144 of the Securities Act, the certificates representing Vail Equity (including, without limitation, all certificates issued upon Transfer or in exchange or substitution therefor) will also bear any legend required under any other applicable laws, including state securities or blue sky laws. (c) Vail may make a notation on its records or give stop-transfer instructions to any transfer agents or registrars for the Vail Equity in order to implement the restrictions set forth in this Article III. (d) In the event Foods acquires any other or additional Vail Securities, Foods will submit all certificates representing such Vail Securities to Vail so that any appropriate legend or legends required by this Section 3.4 may be placed thereon. IV RIGHT OF FIRST OFFER IV.1 Sales by Foods. (a) Prior to any Transfer pursuant to Section 3.2(e), (f), (g) and (h), Foods must first give written notice of its intent to make such Transfer (a "Transfer Notice") to Vail and Apollo setting forth the number of shares of Vail Equity (the "Section 4.1 Shares") that Foods desires to Transfer and the cash price that Foods proposes to be paid for such Section 4.1 Shares and the other terms and conditions of such proposed Transfer. (b) Vail shall have the right, but not the obligation, to purchase the Section 4.1 Shares (the "First Option") on the

-16same terms and conditions as set forth in such notice, which option shall be exercised by delivering to Foods irrevocable written notice of its commitment to purchase the Section 4.1 Shares within ten business days after receipt of the Transfer Notice (the "Vail Option Period"). Failure by Vail to give such notice within such tenbusiness-day period shall be deemed an election by Vail not to purchase the Section 4.1 Shares. (c) In the event that Vail decides not to purchase the Section 4.1 Shares pursuant to Section 4.1(b), then Apollo will have the right, but not the obligation, to purchase the Section 4.1 Shares (the "Second Option") on the same terms and conditions as set forth in the Transfer Notice, which option shall be exercised by delivering to Foods irrevocable written notice of its commitment to purchase the Section 4.1 Shares within five business days after the termination of the Vail Option Period (the "Apollo Option Period"). Failure by Apollo to give such notice within such five-business-day period shall be deemed an election by Apollo not to purchase the Section 4.1 Shares. (d) Delivery of written notice by Vail or Apollo accepting the First Option or the Second Option, as the case may be, shall constitute a contract between Vail or Apollo, on the one hand, and Foods, on the other hand, for the purchase and sale of the Section 4.1 Shares on the terms and conditions set forth in the Transfer Notice. The purchase of any shares pursuant to the exercise of the First Option or the Second Option, as the case may be, shall be completed not later than 30 days following delivery of the Transfer Notice with respect to the Section 4.1 Shares, subject to receipt of any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction. In the event that neither the First Option nor the Second Option is exercised, Foods shall have the right for a period of 45 days after the termination of the Apollo Option Period to Transfer the Section 4.1 Shares at a price not less than 90% of the price contained in, and on terms and conditions no less favorable to Foods than those set forth in, the Transfer Notice; provided that the Transferee agrees to be bound by the

-16same terms and conditions as set forth in such notice, which option shall be exercised by delivering to Foods irrevocable written notice of its commitment to purchase the Section 4.1 Shares within ten business days after receipt of the Transfer Notice (the "Vail Option Period"). Failure by Vail to give such notice within such tenbusiness-day period shall be deemed an election by Vail not to purchase the Section 4.1 Shares. (c) In the event that Vail decides not to purchase the Section 4.1 Shares pursuant to Section 4.1(b), then Apollo will have the right, but not the obligation, to purchase the Section 4.1 Shares (the "Second Option") on the same terms and conditions as set forth in the Transfer Notice, which option shall be exercised by delivering to Foods irrevocable written notice of its commitment to purchase the Section 4.1 Shares within five business days after the termination of the Vail Option Period (the "Apollo Option Period"). Failure by Apollo to give such notice within such five-business-day period shall be deemed an election by Apollo not to purchase the Section 4.1 Shares. (d) Delivery of written notice by Vail or Apollo accepting the First Option or the Second Option, as the case may be, shall constitute a contract between Vail or Apollo, on the one hand, and Foods, on the other hand, for the purchase and sale of the Section 4.1 Shares on the terms and conditions set forth in the Transfer Notice. The purchase of any shares pursuant to the exercise of the First Option or the Second Option, as the case may be, shall be completed not later than 30 days following delivery of the Transfer Notice with respect to the Section 4.1 Shares, subject to receipt of any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction. In the event that neither the First Option nor the Second Option is exercised, Foods shall have the right for a period of 45 days after the termination of the Apollo Option Period to Transfer the Section 4.1 Shares at a price not less than 90% of the price contained in, and on terms and conditions no less favorable to Foods than those set forth in, the Transfer Notice; provided that the Transferee agrees to be bound by the

-17terms and conditions of this Agreement (unless the Transfer is pursuant to Rule 144 under the Securities Act). V REGISTRATION V.1 Demand Registration. (a) After the consummation of an IPO or at such time prior to the consummation of an IPO as is permitted by Section 10.3 with respect to a given Shareholder, upon a Shareholder's written request specifying the intended manner of disposition (including the number of shares of Vail Equity to be sold) (a "Demand Notice"), Vail will use its best efforts to prepare and file with the SEC, as expeditiously as possible, a Registration Statement on an available form for which Vail then qualifies (but not including by means of a shelf registration pursuant to Rule 415 under the Securities Act), which legal counsel for Vail deems appropriate and which is available for the sale of Vail Equity to permit an underwritten public offering of some or all of the shares of Vail Equity then held by such Shareholder and use its best efforts to cause such registration statement to become effective (a "Demand Registration"). (b) A Demand Registration will not be deemed to have occurred until it has become effective under the Securities Act (unless a Shareholder delivers a Demand Notice and subsequently withdraws the Demand Notice, in which case such Demand Registration will be deemed to have occurred unless such Shareholder agrees to pay all reasonable out-of-pocket expenses associated with such registration actually incurred by Vail); provided, however, that if, after a Demand Registration has become effective, the offering of Vail Equity pursuant to such Demand Registration is prohibited by any stop order, injunction or other order or requirement of the SEC or other governmental agency or a court, such Demand Registration will be deemed not to have occurred (unless such prohibition on the sale of the Vail Equity is based on actions or omissions of such Shareholder, in

-18-

-17terms and conditions of this Agreement (unless the Transfer is pursuant to Rule 144 under the Securities Act). V REGISTRATION V.1 Demand Registration. (a) After the consummation of an IPO or at such time prior to the consummation of an IPO as is permitted by Section 10.3 with respect to a given Shareholder, upon a Shareholder's written request specifying the intended manner of disposition (including the number of shares of Vail Equity to be sold) (a "Demand Notice"), Vail will use its best efforts to prepare and file with the SEC, as expeditiously as possible, a Registration Statement on an available form for which Vail then qualifies (but not including by means of a shelf registration pursuant to Rule 415 under the Securities Act), which legal counsel for Vail deems appropriate and which is available for the sale of Vail Equity to permit an underwritten public offering of some or all of the shares of Vail Equity then held by such Shareholder and use its best efforts to cause such registration statement to become effective (a "Demand Registration"). (b) A Demand Registration will not be deemed to have occurred until it has become effective under the Securities Act (unless a Shareholder delivers a Demand Notice and subsequently withdraws the Demand Notice, in which case such Demand Registration will be deemed to have occurred unless such Shareholder agrees to pay all reasonable out-of-pocket expenses associated with such registration actually incurred by Vail); provided, however, that if, after a Demand Registration has become effective, the offering of Vail Equity pursuant to such Demand Registration is prohibited by any stop order, injunction or other order or requirement of the SEC or other governmental agency or a court, such Demand Registration will be deemed not to have occurred (unless such prohibition on the sale of the Vail Equity is based on actions or omissions of such Shareholder, in

-18which case such Demand Registration will be deemed to have occurred unless such Shareholder agrees to pay all reasonable out-of-pocket expenses associated with such registration actually incurred by Vail). (c) Vail shall only be obligated to effect one Demand Registration per Shareholder in any twelve month period under this Section 5.1; provided, however, that Vail will not be required to register the Vail Equity pursuant to a Demand Notice under this Section 5.1 if at such time (i) the shares of Vail Equity which a Shareholder is requesting to be registered pursuant to this Section 5.1 constitute less than 6.0% (or, if less, all of the shares of Vail Equity owned by such Shareholder) of the outstanding Vail Securities so requested to be registered or (ii) such Demand Notice is given within six (6) months after the effective date of any other registration of any Vail Securities under the Securities Act. (d) The managing underwriter will be selected by the Shareholder requesting registration pursuant to this Section 5.1 (the "Requesting Shareholder"); provided, however, that such underwriter shall be subject to the approval of Vail, which approval shall not be unreasonably withheld. In the event there is one or more co-managers, the first such co-manager shall be selected by Vail, provided that such co-manager shall be subject to the approval of the Requesting Shareholder, which approval shall not be unreasonably withheld or delayed, and all other comanagers will be selected by the Requesting Shareholder. (e) In connection with a Demand Registration, both the Shareholder not requesting the Demand Registration (the "Non-Requesting Shareholder") and Vail may elect to include additional shares of Vail Securities in such offering on the same terms and conditions as the Vail Equity to be sold by the Requesting Shareholder; provided, however, that if the managing underwriter(s) advises the Requesting Shareholder, the Non-Requesting Shareholder and Vail that, in its judgment, the number of shares proposed to be included in such offering exceeds the largest number of Vail Securities which can be sold without

-19-

-18which case such Demand Registration will be deemed to have occurred unless such Shareholder agrees to pay all reasonable out-of-pocket expenses associated with such registration actually incurred by Vail). (c) Vail shall only be obligated to effect one Demand Registration per Shareholder in any twelve month period under this Section 5.1; provided, however, that Vail will not be required to register the Vail Equity pursuant to a Demand Notice under this Section 5.1 if at such time (i) the shares of Vail Equity which a Shareholder is requesting to be registered pursuant to this Section 5.1 constitute less than 6.0% (or, if less, all of the shares of Vail Equity owned by such Shareholder) of the outstanding Vail Securities so requested to be registered or (ii) such Demand Notice is given within six (6) months after the effective date of any other registration of any Vail Securities under the Securities Act. (d) The managing underwriter will be selected by the Shareholder requesting registration pursuant to this Section 5.1 (the "Requesting Shareholder"); provided, however, that such underwriter shall be subject to the approval of Vail, which approval shall not be unreasonably withheld. In the event there is one or more co-managers, the first such co-manager shall be selected by Vail, provided that such co-manager shall be subject to the approval of the Requesting Shareholder, which approval shall not be unreasonably withheld or delayed, and all other comanagers will be selected by the Requesting Shareholder. (e) In connection with a Demand Registration, both the Shareholder not requesting the Demand Registration (the "Non-Requesting Shareholder") and Vail may elect to include additional shares of Vail Securities in such offering on the same terms and conditions as the Vail Equity to be sold by the Requesting Shareholder; provided, however, that if the managing underwriter(s) advises the Requesting Shareholder, the Non-Requesting Shareholder and Vail that, in its judgment, the number of shares proposed to be included in such offering exceeds the largest number of Vail Securities which can be sold without

-19having an adverse effect on such offering, including the price at which such securities can be sold (the "Marketable Number"), then the total number of shares to be included in such offering shall be limited as follows: (i) first, all the shares of Vail Equity that the Requesting Shareholder and the Non-Requesting Shareholder propose to sell up to the Marketable Number, allocated pro rata between the Requesting Shareholder and the Non-Requesting Shareholder on the basis of the relative number of Vail Securities that the Requesting Shareholder and the Non-Requesting Shareholder have proposed to be included in such registration, and (ii) second, all the shares of Vail Securities that Vail proposes to sell, which does not exceed the difference, if any, between the Marketable Number and that number of shares which the Requesting Shareholder and the NonRequesting Shareholder have included pursuant to clauses (i) and (ii) above. V.2 Delay of Demand Registration. Notwithstanding anything to the contrary in Article V hereof, in the event that Vail determines in its reasonable judgment that it may be advisable to delay filing a Registration Statement described in Section 5.1 hereof or to withdraw such Registration Statement if such Registration Statement has already been filed, Vail may delay filing such, or withdraw such previously filed, Registration Statement for a period of not more than ninety (90) days from the date of receipt of the request for the Demand Registration if Vail furnishes to the Requesting Shareholder a certificate signed by an executive officer of Vail stating that Vail has reasonably determined that (i) such a filing would adversely affect any proposed financing or acquisition by Vail or (ii) such a filing would otherwise represent an undue hardship for Vail; provided, however, that Vail will, at the request of the Requesting Shareholder, file or refile, as the case may be, such Registration Statement promptly after Vail, in its reasonable judgment, determines that it is no longer advisable to delay filing or to continue the withdrawal of such Registration Statement but in no event shall the filing or re-filing of such Registration Statement be delayed more than the aforementioned ninety (90) days.

-20V.3 Piggyback Registration. (a) Right To Include Vail Equity.

-19having an adverse effect on such offering, including the price at which such securities can be sold (the "Marketable Number"), then the total number of shares to be included in such offering shall be limited as follows: (i) first, all the shares of Vail Equity that the Requesting Shareholder and the Non-Requesting Shareholder propose to sell up to the Marketable Number, allocated pro rata between the Requesting Shareholder and the Non-Requesting Shareholder on the basis of the relative number of Vail Securities that the Requesting Shareholder and the Non-Requesting Shareholder have proposed to be included in such registration, and (ii) second, all the shares of Vail Securities that Vail proposes to sell, which does not exceed the difference, if any, between the Marketable Number and that number of shares which the Requesting Shareholder and the NonRequesting Shareholder have included pursuant to clauses (i) and (ii) above. V.2 Delay of Demand Registration. Notwithstanding anything to the contrary in Article V hereof, in the event that Vail determines in its reasonable judgment that it may be advisable to delay filing a Registration Statement described in Section 5.1 hereof or to withdraw such Registration Statement if such Registration Statement has already been filed, Vail may delay filing such, or withdraw such previously filed, Registration Statement for a period of not more than ninety (90) days from the date of receipt of the request for the Demand Registration if Vail furnishes to the Requesting Shareholder a certificate signed by an executive officer of Vail stating that Vail has reasonably determined that (i) such a filing would adversely affect any proposed financing or acquisition by Vail or (ii) such a filing would otherwise represent an undue hardship for Vail; provided, however, that Vail will, at the request of the Requesting Shareholder, file or refile, as the case may be, such Registration Statement promptly after Vail, in its reasonable judgment, determines that it is no longer advisable to delay filing or to continue the withdrawal of such Registration Statement but in no event shall the filing or re-filing of such Registration Statement be delayed more than the aforementioned ninety (90) days.

-20V.3 Piggyback Registration. (a) Right To Include Vail Equity. (i) If Vail or any other Person (other than a Shareholder) at any time proposes to register any Vail Securities under the Securities Act (other than a registration of securities in connection with a merger, an acquisition, an exchange offer or an employee benefit plan maintained by Vail or its Affiliates or on Form S-4 or S-8 or any successor or similar form or by means of a shelf registration pursuant to Rule 415 under the Securities Act to permit sales of Vail Securities by employees, officers and directors of Vail), whether or not for sale for its own account, in a manner which would permit registration of the Vail Equity for sale to the public under the Securities Act, it will give written notice to each Shareholder of its intention to do so and of such Shareholder's rights under this Section 5.3(a)(i), at least twenty (20) calendar days prior to the anticipated filing date of a Registration Statement relating to such registration (a "Piggyback Notice"). Such Piggyback Notice will offer each Shareholder the opportunity to include in such Registration Statement that number of shares of Vail Equity as such Shareholder may request. Upon the written request (the "Piggyback Registration") (which request will specify the number of shares of Vail Equity intended to be disposed of by each Shareholder pursuant to such Registration Statement) of each Shareholder (the "Piggyback Shareholder") made within ten (10) calendar days after the receipt of the Piggyback Notice, Vail will use its best efforts to effect the registration under the Securities Act of all shares of Vail Equity which Vail has been so requested to register; provided, however, that each Shareholder must sell its Vail Equity requested to be included in such registration to the underwriter(s) selected by Vail on the same terms and conditions as apply to other Persons, including Vail, and if, at any time after receiving a reply from each Shareholder to a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration, Vail decides for any reason not to register any shares of Vail Securities, Vail will notify each Shareholder and

-21thereupon be relieved of its obligation to register any Vail Equity in connection with such registration. (ii) No registration, whether or not effected under this Section 5.3(a), will relieve Vail of its obligations to effect

-20V.3 Piggyback Registration. (a) Right To Include Vail Equity. (i) If Vail or any other Person (other than a Shareholder) at any time proposes to register any Vail Securities under the Securities Act (other than a registration of securities in connection with a merger, an acquisition, an exchange offer or an employee benefit plan maintained by Vail or its Affiliates or on Form S-4 or S-8 or any successor or similar form or by means of a shelf registration pursuant to Rule 415 under the Securities Act to permit sales of Vail Securities by employees, officers and directors of Vail), whether or not for sale for its own account, in a manner which would permit registration of the Vail Equity for sale to the public under the Securities Act, it will give written notice to each Shareholder of its intention to do so and of such Shareholder's rights under this Section 5.3(a)(i), at least twenty (20) calendar days prior to the anticipated filing date of a Registration Statement relating to such registration (a "Piggyback Notice"). Such Piggyback Notice will offer each Shareholder the opportunity to include in such Registration Statement that number of shares of Vail Equity as such Shareholder may request. Upon the written request (the "Piggyback Registration") (which request will specify the number of shares of Vail Equity intended to be disposed of by each Shareholder pursuant to such Registration Statement) of each Shareholder (the "Piggyback Shareholder") made within ten (10) calendar days after the receipt of the Piggyback Notice, Vail will use its best efforts to effect the registration under the Securities Act of all shares of Vail Equity which Vail has been so requested to register; provided, however, that each Shareholder must sell its Vail Equity requested to be included in such registration to the underwriter(s) selected by Vail on the same terms and conditions as apply to other Persons, including Vail, and if, at any time after receiving a reply from each Shareholder to a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration, Vail decides for any reason not to register any shares of Vail Securities, Vail will notify each Shareholder and

-21thereupon be relieved of its obligation to register any Vail Equity in connection with such registration. (ii) No registration, whether or not effected under this Section 5.3(a), will relieve Vail of its obligations to effect Demand Registrations under Section 5.1 hereof. (b) Priority in Piggyback Registrations. If the managing underwriter advises Vail in writing that, in its opinion, the Marketable Number is less than that intended to be included in a Registration Statement, Vail will include in such Registration Statement (i) first, all of the Vail Securities Vail proposes to sell for its own account, and (ii) second, the Vail Securities requested to be included by the Shareholders and other Persons pursuant to Section 5.3(a) hereof shall be allocated pro rata among the Shareholders on the basis of the relative number of Vail Securities each Shareholder and such other Persons has requested to be included in such registration. V.4 Delay of Piggyback Registration. Notwithstanding anything to the contrary in this Article V, in the event that Vail determines in its reasonable judgment that it may be advisable to delay filing a Registration Statement described in Section 5.3 hereof or to withdraw such Registration Statement if such Registration Statement has already been filed, Vail may delay filing such, or withdraw such previously filed, Registration Statement in accordance with the provisions of Section 5.2 hereof. V.5 Holdback Agreements. (a) Whenever Vail effects an underwritten public offering of Vail Equity pursuant to a registration statement (including the IPO), each Shareholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Vail Securities (other than as part of such registration) during the 15 days prior to, and during the 180-day period (or such shorter period as may be

-22-

-21thereupon be relieved of its obligation to register any Vail Equity in connection with such registration. (ii) No registration, whether or not effected under this Section 5.3(a), will relieve Vail of its obligations to effect Demand Registrations under Section 5.1 hereof. (b) Priority in Piggyback Registrations. If the managing underwriter advises Vail in writing that, in its opinion, the Marketable Number is less than that intended to be included in a Registration Statement, Vail will include in such Registration Statement (i) first, all of the Vail Securities Vail proposes to sell for its own account, and (ii) second, the Vail Securities requested to be included by the Shareholders and other Persons pursuant to Section 5.3(a) hereof shall be allocated pro rata among the Shareholders on the basis of the relative number of Vail Securities each Shareholder and such other Persons has requested to be included in such registration. V.4 Delay of Piggyback Registration. Notwithstanding anything to the contrary in this Article V, in the event that Vail determines in its reasonable judgment that it may be advisable to delay filing a Registration Statement described in Section 5.3 hereof or to withdraw such Registration Statement if such Registration Statement has already been filed, Vail may delay filing such, or withdraw such previously filed, Registration Statement in accordance with the provisions of Section 5.2 hereof. V.5 Holdback Agreements. (a) Whenever Vail effects an underwritten public offering of Vail Equity pursuant to a registration statement (including the IPO), each Shareholder agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Vail Securities (other than as part of such registration) during the 15 days prior to, and during the 180-day period (or such shorter period as may be

-22requested by the lead underwriter for such offering) beginning on, the effective date of such registration statement. (b) In connection with underwritten public offering of Vail Equity pursuant to a registration statement under this Agreement, Vail agrees not to effect any public sale or distribution of any Vail Securities (other than as part of such registration or in connection with any employee stock option or other benefit plan or any private issuance of Vail Equity where the recipient also agrees to be bound by the hold back arrangements applicable to Vail under this Section 5.5) during the 15 days prior to, and during the 90-day period (or such shorter period as may be requested by the lead underwriter for such offering) beginning on the effective date of, such registration statement. V.6 Right to Purchase in Lieu of Registration. (a) Any time Vail receives a request for a Demand Registration or a Piggyback Registration from Foods, Vail shall have the option to purchase all but not less than all of the Vail Equity proposed to be disposed of in such request (the "Section 5.6 Shares") at the Vail Market Price by delivering to Foods, a notice of Vail's election to purchase the Section 5.6 Shares within seven (7) days of receipt by Vail of the request for the Demand Registration or Piggyback Registration, as the case may be, pursuant to Section 5.1 or Section 5.3(a), as the case may be. (b) In the event that Vail decides not to purchase the Section 5.6 Shares pursuant to Section 5.6(a), then Apollo will have the right, but not the obligation, to purchase the Section 5.6 Shares at the Vail Market Price by delivering to Foods a notice of Apollo's election to purchase the Section 5.6 Shares within seven (7) days of Vail deciding not to purchase the Section 5.6 Shares. VI

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-22requested by the lead underwriter for such offering) beginning on, the effective date of such registration statement. (b) In connection with underwritten public offering of Vail Equity pursuant to a registration statement under this Agreement, Vail agrees not to effect any public sale or distribution of any Vail Securities (other than as part of such registration or in connection with any employee stock option or other benefit plan or any private issuance of Vail Equity where the recipient also agrees to be bound by the hold back arrangements applicable to Vail under this Section 5.5) during the 15 days prior to, and during the 90-day period (or such shorter period as may be requested by the lead underwriter for such offering) beginning on the effective date of, such registration statement. V.6 Right to Purchase in Lieu of Registration. (a) Any time Vail receives a request for a Demand Registration or a Piggyback Registration from Foods, Vail shall have the option to purchase all but not less than all of the Vail Equity proposed to be disposed of in such request (the "Section 5.6 Shares") at the Vail Market Price by delivering to Foods, a notice of Vail's election to purchase the Section 5.6 Shares within seven (7) days of receipt by Vail of the request for the Demand Registration or Piggyback Registration, as the case may be, pursuant to Section 5.1 or Section 5.3(a), as the case may be. (b) In the event that Vail decides not to purchase the Section 5.6 Shares pursuant to Section 5.6(a), then Apollo will have the right, but not the obligation, to purchase the Section 5.6 Shares at the Vail Market Price by delivering to Foods a notice of Apollo's election to purchase the Section 5.6 Shares within seven (7) days of Vail deciding not to purchase the Section 5.6 Shares. VI

-23REGISTRATION EXPENSES VI.1 Registration Expenses. (a) Subject to Section 5.1(b) of this Agreement, all expenses incident to Vail's performance of or compliance with Articles V and VII of this Agreement to effect Demand Registrations and Piggyback Registrations will be borne by Vail, including, without limitation: (i) all federal registration and filing fees; (ii) subject to Section 7.4, fees and expenses of compliance with securities or blue sky laws; provided, however, that Vail will in no event be obligated to pay the fees and disbursements of counsel for the underwriters or the Shareholders in connection with blue sky qualifications of the Vail Equity under the laws of such jurisdictions as the managing underwriter(s) may designate; (iii) printing, messenger, telephone and delivery expenses; (iv) fees and disbursements of legal counsel for Vail; (v) fees and disbursements of all independent certified public accountants of Vail; (vi) NASD fees and disbursements of the underwriters; provided, however, that in all cases a Shareholder will pay all costs of discounts, commissions, spreads or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Vail Equity being sold by such Shareholder; (vii) fees and expenses of other Persons retained by Vail; and

-23REGISTRATION EXPENSES VI.1 Registration Expenses. (a) Subject to Section 5.1(b) of this Agreement, all expenses incident to Vail's performance of or compliance with Articles V and VII of this Agreement to effect Demand Registrations and Piggyback Registrations will be borne by Vail, including, without limitation: (i) all federal registration and filing fees; (ii) subject to Section 7.4, fees and expenses of compliance with securities or blue sky laws; provided, however, that Vail will in no event be obligated to pay the fees and disbursements of counsel for the underwriters or the Shareholders in connection with blue sky qualifications of the Vail Equity under the laws of such jurisdictions as the managing underwriter(s) may designate; (iii) printing, messenger, telephone and delivery expenses; (iv) fees and disbursements of legal counsel for Vail; (v) fees and disbursements of all independent certified public accountants of Vail; (vi) NASD fees and disbursements of the underwriters; provided, however, that in all cases a Shareholder will pay all costs of discounts, commissions, spreads or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Vail Equity being sold by such Shareholder; (vii) fees and expenses of other Persons retained by Vail; and

-24(viii) listing or quotation fees and expenses required to be made pursuant to Section 7.5 hereof in connection with the Registration Statement. (b) Each of Vail and the Shareholders will pay its own respective internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and expenses of any Person, including special experts, retained by Vail or the Shareholders, respectively. VII REGISTRATION PROCEDURE VII.1 Shareholder Information. Each Shareholder will provide Vail with such information about such Shareholder and the intended manner of distribution of Vail Equity and otherwise cooperate with Vail and the underwriter(s) as may be necessary in the reasonable opinion of Vail to satisfy any obligation of Vail under this Agreement to register the Vail Equity under federal or state securities laws and otherwise take actions related thereto. In the event of the failure of a Shareholder to comply with the requirements of the preceding sentence Vail may delay filing such, and withdraw such previously filed, Registration Statement. Vail will file or refile, as the case may be, such Registration Statement promptly following compliance with such requirements by a Shareholder; provided, however, that a Shareholder will be responsible for any reasonable out-of-pocket costs which arise out of such non-compliance. A Shareholder will immediately notify Vail upon discovery that any information provided by such Shareholder which is included in the prospectus that is included in a Registration Statement, as then in effect, is untrue in any material respect, or omits to state any material fact required to be stated therein or to make the information stated therein not misleading in the light of the circumstances under which it is presented.

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-24(viii) listing or quotation fees and expenses required to be made pursuant to Section 7.5 hereof in connection with the Registration Statement. (b) Each of Vail and the Shareholders will pay its own respective internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and expenses of any Person, including special experts, retained by Vail or the Shareholders, respectively. VII REGISTRATION PROCEDURE VII.1 Shareholder Information. Each Shareholder will provide Vail with such information about such Shareholder and the intended manner of distribution of Vail Equity and otherwise cooperate with Vail and the underwriter(s) as may be necessary in the reasonable opinion of Vail to satisfy any obligation of Vail under this Agreement to register the Vail Equity under federal or state securities laws and otherwise take actions related thereto. In the event of the failure of a Shareholder to comply with the requirements of the preceding sentence Vail may delay filing such, and withdraw such previously filed, Registration Statement. Vail will file or refile, as the case may be, such Registration Statement promptly following compliance with such requirements by a Shareholder; provided, however, that a Shareholder will be responsible for any reasonable out-of-pocket costs which arise out of such non-compliance. A Shareholder will immediately notify Vail upon discovery that any information provided by such Shareholder which is included in the prospectus that is included in a Registration Statement, as then in effect, is untrue in any material respect, or omits to state any material fact required to be stated therein or to make the information stated therein not misleading in the light of the circumstances under which it is presented.

-25VII.2 Compliance. Each Shareholder and Vail will comply with all rules and regulations of the SEC and applicable state securities or blue sky laws governing the manner of sale of securities in connection with the Transfer of any of the Vail Equity pursuant to any Registration Statement. VII.3 Provision of Prospectuses. (a) Vail will furnish to each Shareholder such number of copies of a summary prospectus or other prospectus, including a prospectus subject to completion in conformity with the requirements of the Securities Act, and such other documents as such Shareholder may reasonably request in writing, in order to facilitate the public sale or other disposition of the Vail Equity of each Shareholder included in a Registration Statement. (b) At any time when a sale or other disposition of Vail Equity pursuant to a Registration Statement is subject to a prospectus delivery requirement, Vail will notify each Shareholder of the occurrence of any event that causes the prospectus included in such Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and Vail will use its best efforts, as expeditiously as possible, to either amend the prospectus or otherwise take any actions so that use of the previous prospectus may be legally resumed. Upon receipt of such a notice, each Shareholder will immediately discontinue all sales or other dispositions of Vail Equity pursuant to the Registration Statement. Each Shareholder may resume such sales or dispositions only upon receipt of an amended prospectus or after such Shareholder is advised by Vail that the use of the previous prospectus may be legally resumed. VII.4 Blue Sky Compliance. Vail will use its best efforts to (a) register or qualify the Vail Equity included in a Registration Statement under the securities or blue sky laws of such jurisdictions as each Shareholder reasonably requests and

-26(b) do any and all other acts that may be reasonably necessary or advisable to enable each Shareholder to

-25VII.2 Compliance. Each Shareholder and Vail will comply with all rules and regulations of the SEC and applicable state securities or blue sky laws governing the manner of sale of securities in connection with the Transfer of any of the Vail Equity pursuant to any Registration Statement. VII.3 Provision of Prospectuses. (a) Vail will furnish to each Shareholder such number of copies of a summary prospectus or other prospectus, including a prospectus subject to completion in conformity with the requirements of the Securities Act, and such other documents as such Shareholder may reasonably request in writing, in order to facilitate the public sale or other disposition of the Vail Equity of each Shareholder included in a Registration Statement. (b) At any time when a sale or other disposition of Vail Equity pursuant to a Registration Statement is subject to a prospectus delivery requirement, Vail will notify each Shareholder of the occurrence of any event that causes the prospectus included in such Registration Statement, as then in effect, to include an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and Vail will use its best efforts, as expeditiously as possible, to either amend the prospectus or otherwise take any actions so that use of the previous prospectus may be legally resumed. Upon receipt of such a notice, each Shareholder will immediately discontinue all sales or other dispositions of Vail Equity pursuant to the Registration Statement. Each Shareholder may resume such sales or dispositions only upon receipt of an amended prospectus or after such Shareholder is advised by Vail that the use of the previous prospectus may be legally resumed. VII.4 Blue Sky Compliance. Vail will use its best efforts to (a) register or qualify the Vail Equity included in a Registration Statement under the securities or blue sky laws of such jurisdictions as each Shareholder reasonably requests and

-26(b) do any and all other acts that may be reasonably necessary or advisable to enable each Shareholder to consummate the public sale or disposition of such securities in such jurisdictions; provided, however, that Vail is not required to consent to, or take any action that would subject it to, general service of process or taxation in any jurisdiction where it is not then so subject, nor qualify to do business in any jurisdiction where it is not then so qualified. VII.5 Listing of Vail Equity. Vail will use its best efforts to cause the Vail Equity when issued to be listed on all securities exchanges on which any securities issued by Vail are then listed, or quoted on all automated quotation systems on which any such securities of Vail are then quoted, including, without limitation, entering into appropriate customary agreements (including a listing application and indemnification agreement in customary form). VII.6 Stop Orders. Vail will promptly notify each Shareholder of (a) the receipt by Vail of any notification with respect to the issuance by the SEC of any stop order or order suspending the effectiveness of any Registration Statement covering any Vail Equity or the initiation of any proceedings for that purpose or (b) the receipt by Vail of any notification with respect to the limitation, restriction or suspension of the offer or sale of Vail Equity in any jurisdiction in which the Vail Equity was qualified to be sold, or the initiation of any proceedings for such purpose. In the event that Vail notifies each Shareholder of any such event, each Shareholder will immediately discontinue all sales or other dispositions of Vail Equity pursuant to the Registration Statement until such time that Vail notifies each Shareholder of the lifting of such stop order or similar order; provided, however, that such a stop order or similar order issued by a state securities or blue sky administrator will apply only to offers and sales in such state, unless each Shareholder is advised otherwise by Vail. Vail, with the cooperation of each Shareholder, will use its best efforts to contest any such proceedings and to obtain the withdrawal of any such order at the earliest possible date.

-27-

-26(b) do any and all other acts that may be reasonably necessary or advisable to enable each Shareholder to consummate the public sale or disposition of such securities in such jurisdictions; provided, however, that Vail is not required to consent to, or take any action that would subject it to, general service of process or taxation in any jurisdiction where it is not then so subject, nor qualify to do business in any jurisdiction where it is not then so qualified. VII.5 Listing of Vail Equity. Vail will use its best efforts to cause the Vail Equity when issued to be listed on all securities exchanges on which any securities issued by Vail are then listed, or quoted on all automated quotation systems on which any such securities of Vail are then quoted, including, without limitation, entering into appropriate customary agreements (including a listing application and indemnification agreement in customary form). VII.6 Stop Orders. Vail will promptly notify each Shareholder of (a) the receipt by Vail of any notification with respect to the issuance by the SEC of any stop order or order suspending the effectiveness of any Registration Statement covering any Vail Equity or the initiation of any proceedings for that purpose or (b) the receipt by Vail of any notification with respect to the limitation, restriction or suspension of the offer or sale of Vail Equity in any jurisdiction in which the Vail Equity was qualified to be sold, or the initiation of any proceedings for such purpose. In the event that Vail notifies each Shareholder of any such event, each Shareholder will immediately discontinue all sales or other dispositions of Vail Equity pursuant to the Registration Statement until such time that Vail notifies each Shareholder of the lifting of such stop order or similar order; provided, however, that such a stop order or similar order issued by a state securities or blue sky administrator will apply only to offers and sales in such state, unless each Shareholder is advised otherwise by Vail. Vail, with the cooperation of each Shareholder, will use its best efforts to contest any such proceedings and to obtain the withdrawal of any such order at the earliest possible date.

-27VIII INDEMNIFICATION AND CONTRIBUTION VIII.1 Indemnification. (a) Indemnification by Foods. (i) Foods agrees to indemnify and hold harmless Vail and its Affiliates and Associates (each such Person being hereinafter referred to as a "Vail Indemnified Party") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) (each a "Loss") arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or preliminary, final or summary prospectus covering the Vail Equity, or in any amendment or supplement thereto, or in any document incorporated by reference into any of the foregoing or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if, and only to the extent, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Vail or its representatives by or on behalf of Foods for use in the preparation of such Registration Statement, preliminary, final or summary prospectus or such amendment or supplement thereto, or such document incorporated by reference. This indemnity will be in addition to any liability which Foods may otherwise have. Foods will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of a Vail Indemnified Party. (ii) Foods also agrees to indemnify and hold harmless any Vail Indemnified Party to the same extent as

-28-

-27VIII INDEMNIFICATION AND CONTRIBUTION VIII.1 Indemnification. (a) Indemnification by Foods. (i) Foods agrees to indemnify and hold harmless Vail and its Affiliates and Associates (each such Person being hereinafter referred to as a "Vail Indemnified Party") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) (each a "Loss") arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or preliminary, final or summary prospectus covering the Vail Equity, or in any amendment or supplement thereto, or in any document incorporated by reference into any of the foregoing or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if, and only to the extent, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Vail or its representatives by or on behalf of Foods for use in the preparation of such Registration Statement, preliminary, final or summary prospectus or such amendment or supplement thereto, or such document incorporated by reference. This indemnity will be in addition to any liability which Foods may otherwise have. Foods will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of a Vail Indemnified Party. (ii) Foods also agrees to indemnify and hold harmless any Vail Indemnified Party to the same extent as

-28provided in clause (i) above from and against all Losses arising out of any action or proceeding brought against any Vail Indemnified Party in connection with the distribution or proposed distribution of Vail Equity to the holders of Foods Stock; provided, however, that this Section 8.1(a)(ii) shall not apply to any Losses for which Vail is responsible as provided in Section 8.1(c) of this Agreement. (iii) If any action or proceeding (including any governmental investigation or inquiry) is brought or asserted against a Vail Indemnified Party in respect of which indemnity may be sought from Foods, such Vail Indemnified Party will promptly notify Foods in writing of the commencement of such action and Foods shall assume the defense thereof and have primary control over any related suit or proceeding, including the employment of legal counsel and the payment of all expenses in connection therewith; provided, however, that the failure of any Vail Indemnified Party to give notice as provided herein shall not relieve Foods of its obligations under this Section 8.1 (a) except to the extent that Foods is actually materially prejudiced by such failure to give notice. A Vail Indemnified Party shall have the right to participate in and jointly with Foods, to the extent that it may wish, and employ separate counsel reasonably satisfactory to such Vail Indemnified Party, provided, however, that Foods will not be liable to such Vail Indemnified Party for any legal or other expenses incurred by such Vail Indemnified Party in connection therewith, unless such Vail Indemnified Party shall have been advised by counsel that a conflict of interest between such Vail Indemnified Party and Foods is likely to exist in respect of such claim. (b) Indemnification by Apollo. (i) Apollo agrees to indemnify and hold harmless each Vail Indemnified Party from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or preliminary, final or summary prospectus covering the Vail Equity, or in any amendment or supplement thereto, or in

-29-

-28provided in clause (i) above from and against all Losses arising out of any action or proceeding brought against any Vail Indemnified Party in connection with the distribution or proposed distribution of Vail Equity to the holders of Foods Stock; provided, however, that this Section 8.1(a)(ii) shall not apply to any Losses for which Vail is responsible as provided in Section 8.1(c) of this Agreement. (iii) If any action or proceeding (including any governmental investigation or inquiry) is brought or asserted against a Vail Indemnified Party in respect of which indemnity may be sought from Foods, such Vail Indemnified Party will promptly notify Foods in writing of the commencement of such action and Foods shall assume the defense thereof and have primary control over any related suit or proceeding, including the employment of legal counsel and the payment of all expenses in connection therewith; provided, however, that the failure of any Vail Indemnified Party to give notice as provided herein shall not relieve Foods of its obligations under this Section 8.1 (a) except to the extent that Foods is actually materially prejudiced by such failure to give notice. A Vail Indemnified Party shall have the right to participate in and jointly with Foods, to the extent that it may wish, and employ separate counsel reasonably satisfactory to such Vail Indemnified Party, provided, however, that Foods will not be liable to such Vail Indemnified Party for any legal or other expenses incurred by such Vail Indemnified Party in connection therewith, unless such Vail Indemnified Party shall have been advised by counsel that a conflict of interest between such Vail Indemnified Party and Foods is likely to exist in respect of such claim. (b) Indemnification by Apollo. (i) Apollo agrees to indemnify and hold harmless each Vail Indemnified Party from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or preliminary, final or summary prospectus covering the Vail Equity, or in any amendment or supplement thereto, or in

-29any document incorporated by reference into any of the foregoing or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if, and only to the extent, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Vail or its representatives by or on behalf of Apollo for use in the preparation of such Registration Statement, preliminary, final or summary prospectus or such amendment or supplement thereto, or such document incorporated by reference. This indemnity will be in addition to any liability which Apollo may otherwise have. Apollo will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of a Vail Indemnified Party. (ii) Apollo also agrees to indemnify and hold harmless any Vail Indemnified Party to the same extent as provided in clause (i) above from and against all Losses arising out of any action or proceeding brought against any Vail Indemnified Party in connection with the distribution or proposed distribution of Vail Equity to the holders of Apollo Stock; provided, however, that this Section 8.1(b)(ii) shall not apply to any Losses for which Vail is responsible as provided in Section 8.1(c) of this Agreement. (iii) If any action or proceeding (including any governmental investigation or inquiry) is brought or asserted against a Vail Indemnified Party in respect of which indemnity may be sought from Apollo, such Vail Indemnified Party will promptly notify Apollo in writing of the commencement of such action and Apollo shall assume the defense thereof and have primary control over any related suit or proceeding, including the employment of legal counsel and the payment of all expenses in connection therewith; provided, however, that the failure of any Vail Indemnified Party to give notice as provided herein

-30shall not relieve Apollo of its obligations under this Section 8.1(b) except to the extent that Apollo is actually materially prejudiced by such failure to give notice. A Vail Indemnified Party shall have the right to participate in

-29any document incorporated by reference into any of the foregoing or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if, and only to the extent, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Vail or its representatives by or on behalf of Apollo for use in the preparation of such Registration Statement, preliminary, final or summary prospectus or such amendment or supplement thereto, or such document incorporated by reference. This indemnity will be in addition to any liability which Apollo may otherwise have. Apollo will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of a Vail Indemnified Party. (ii) Apollo also agrees to indemnify and hold harmless any Vail Indemnified Party to the same extent as provided in clause (i) above from and against all Losses arising out of any action or proceeding brought against any Vail Indemnified Party in connection with the distribution or proposed distribution of Vail Equity to the holders of Apollo Stock; provided, however, that this Section 8.1(b)(ii) shall not apply to any Losses for which Vail is responsible as provided in Section 8.1(c) of this Agreement. (iii) If any action or proceeding (including any governmental investigation or inquiry) is brought or asserted against a Vail Indemnified Party in respect of which indemnity may be sought from Apollo, such Vail Indemnified Party will promptly notify Apollo in writing of the commencement of such action and Apollo shall assume the defense thereof and have primary control over any related suit or proceeding, including the employment of legal counsel and the payment of all expenses in connection therewith; provided, however, that the failure of any Vail Indemnified Party to give notice as provided herein

-30shall not relieve Apollo of its obligations under this Section 8.1(b) except to the extent that Apollo is actually materially prejudiced by such failure to give notice. A Vail Indemnified Party shall have the right to participate in and jointly with Apollo, to the extent that it may wish, and employ separate counsel reasonably satisfactory to such Vail Indemnified Party, provided, however, that Apollo will not be liable to such Vail Indemnified Party for any legal or other expenses incurred by such Vail Indemnified Party in connection therewith, unless such Vail Indemnified Party shall have been advised by counsel that a conflict of interest between such Vail Indemnified Party and Apollo is likely to exist in respect of such claim. (c) Indemnification by Vail. (i) Vail agrees to indemnify and hold harmless each Shareholder and its Affiliates and Associates (each such person being hereinafter referred to as a "Shareholder Indemnified Party") from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary, final or summary prospectus covering the Vail Equity, or in any amendment or supplement thereto, or in any document incorporated by reference into any of the foregoing or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, except insofar as such Losses arise out of or are based solely upon any such untrue statement or omission or allegation thereof based upon written information provided by or on behalf of a Shareholder for inclusion in such Registration Statement, preliminary, final or summary prospectus, or such amendment or supplement thereto, or such document incorporated by reference; provided, however, that Vail will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such Shareholder failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation

-31of the sale of the Vail Equity covered by the Registration Statement to the Person asserting such Loss, and (B)

-30shall not relieve Apollo of its obligations under this Section 8.1(b) except to the extent that Apollo is actually materially prejudiced by such failure to give notice. A Vail Indemnified Party shall have the right to participate in and jointly with Apollo, to the extent that it may wish, and employ separate counsel reasonably satisfactory to such Vail Indemnified Party, provided, however, that Apollo will not be liable to such Vail Indemnified Party for any legal or other expenses incurred by such Vail Indemnified Party in connection therewith, unless such Vail Indemnified Party shall have been advised by counsel that a conflict of interest between such Vail Indemnified Party and Apollo is likely to exist in respect of such claim. (c) Indemnification by Vail. (i) Vail agrees to indemnify and hold harmless each Shareholder and its Affiliates and Associates (each such person being hereinafter referred to as a "Shareholder Indemnified Party") from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary, final or summary prospectus covering the Vail Equity, or in any amendment or supplement thereto, or in any document incorporated by reference into any of the foregoing or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, except insofar as such Losses arise out of or are based solely upon any such untrue statement or omission or allegation thereof based upon written information provided by or on behalf of a Shareholder for inclusion in such Registration Statement, preliminary, final or summary prospectus, or such amendment or supplement thereto, or such document incorporated by reference; provided, however, that Vail will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such Shareholder failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation

-31of the sale of the Vail Equity covered by the Registration Statement to the Person asserting such Loss, and (B) the final prospectus corrected such untrue statement or omission; and provided, further, that Vail will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or omission in the final prospectus, if such untrue statement or omission is corrected in an amendment or supplement to the final prospectus and if, having previously been furnished by or on behalf of Vail with copies of the final prospectus as so amended or supplemented, such Shareholder thereafter fails to deliver such prospectus as so amended or supplemented, prior to or concurrently with the sale of the Vail Equity to the Person asserting such Loss who purchased such Vail Equity which is the subject thereof. This indemnity will be in addition to any liability which Vail may otherwise have. Vail will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of a Shareholder Indemnified Party. (ii) If any action or proceeding is brought against a Shareholder Indemnified Party in respect of which indemnity may be sought against such Shareholder Indemnified Party, such Shareholder Indemnified Party will promptly notify Vail in writing of the commencement of such action and Vail will assume the defense thereof and have primary control over any related suit or proceeding, including the employment of legal counsel and the payment of all expenses in connection therewith; provided, however, that the failure of any Shareholder Indemnified Party to give notice as provided herein shall not relieve Vail of its obligations under this Section 8.1(c) except to the extent that Vail is actually materially prejudiced by such failure to give notice. A Shareholder Indemnified Party shall have the right to participate in and jointly with Vail, to the extent that it may wish, and employ separate counsel reasonably satisfactory to such Shareholder Indemnified Party, provided, however, that Vail will not be liable to such Shareholder

-32Indemnified Party for any legal or other expenses incurred by such Shareholder Indemnified Party in connection

-31of the sale of the Vail Equity covered by the Registration Statement to the Person asserting such Loss, and (B) the final prospectus corrected such untrue statement or omission; and provided, further, that Vail will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or omission in the final prospectus, if such untrue statement or omission is corrected in an amendment or supplement to the final prospectus and if, having previously been furnished by or on behalf of Vail with copies of the final prospectus as so amended or supplemented, such Shareholder thereafter fails to deliver such prospectus as so amended or supplemented, prior to or concurrently with the sale of the Vail Equity to the Person asserting such Loss who purchased such Vail Equity which is the subject thereof. This indemnity will be in addition to any liability which Vail may otherwise have. Vail will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of a Shareholder Indemnified Party. (ii) If any action or proceeding is brought against a Shareholder Indemnified Party in respect of which indemnity may be sought against such Shareholder Indemnified Party, such Shareholder Indemnified Party will promptly notify Vail in writing of the commencement of such action and Vail will assume the defense thereof and have primary control over any related suit or proceeding, including the employment of legal counsel and the payment of all expenses in connection therewith; provided, however, that the failure of any Shareholder Indemnified Party to give notice as provided herein shall not relieve Vail of its obligations under this Section 8.1(c) except to the extent that Vail is actually materially prejudiced by such failure to give notice. A Shareholder Indemnified Party shall have the right to participate in and jointly with Vail, to the extent that it may wish, and employ separate counsel reasonably satisfactory to such Shareholder Indemnified Party, provided, however, that Vail will not be liable to such Shareholder

-32Indemnified Party for any legal or other expenses incurred by such Shareholder Indemnified Party in connection therewith, unless such Shareholder Indemnified Party shall have been advised by counsel that a conflict of interest between such Shareholder Indemnified Party and Vail is likely to exist in respect of such claim. VIII.2 Contribution. (a) If the Indemnification provided for in Section 8.1 hereof is unavailable to a Vail Indemnified Party or Shareholder Indemnified Party under Section 8.1(a), 8.1(b) or Section 8.1(c) hereof (other than by reason of the exceptions provided in Sections 8.1 (a), 8.1(b) and 8.1(c)) in respect of any Losses referred to therein, then such indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnified party and each parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by each party as a result of the Losses referred to above will be deemed to include, subject to the limitations set forth in Sections 8.1(a), 8.1(b) and 8.1(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. (b) Notwithstanding the provisions of Section 8.2(a) hereof, no Person found to be guilty of fraudulent misrepresentation shall be entitled to contribution from any

-33Person who is not found to be guilty of such fraudulent misrepresentation.

-32Indemnified Party for any legal or other expenses incurred by such Shareholder Indemnified Party in connection therewith, unless such Shareholder Indemnified Party shall have been advised by counsel that a conflict of interest between such Shareholder Indemnified Party and Vail is likely to exist in respect of such claim. VIII.2 Contribution. (a) If the Indemnification provided for in Section 8.1 hereof is unavailable to a Vail Indemnified Party or Shareholder Indemnified Party under Section 8.1(a), 8.1(b) or Section 8.1(c) hereof (other than by reason of the exceptions provided in Sections 8.1 (a), 8.1(b) and 8.1(c)) in respect of any Losses referred to therein, then such indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnified party and each parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by each party as a result of the Losses referred to above will be deemed to include, subject to the limitations set forth in Sections 8.1(a), 8.1(b) and 8.1(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. (b) Notwithstanding the provisions of Section 8.2(a) hereof, no Person found to be guilty of fraudulent misrepresentation shall be entitled to contribution from any

-33Person who is not found to be guilty of such fraudulent misrepresentation.

-34IX TAKE-ALONG RIGHTS

-35IX.1 Take-Along Rights. Apollo may not effect a Transfer (or a series of related Transfers) of Vail Equity to one person or a related group of persons if such Transfer would result in a Change of Control of Vail (other than Transfers effected by sales of Vail Equity through underwriters in a public offering or in the securities markets generally) (the "Section 9.1 Shares") without first complying with this Section 9.1. If Apollo desires to Transfer the Section 9.1 Shares, Apollo shall give written notice (the "Take-Along Notice") to Foods stating (i) the name and address of the transferee (the "Non-Qualified Transferee") and (ii) the price and terms upon which the NonQualified Transferee proposes to purchase the Section 9.1 Shares. Foods shall have the irrevocable option, but not the obligation (the "Take-Along Option"), to sell to the Non-Qualified Transferee, up to a number of shares of Vail Equity (the "Included Shares") determined in accordance with Section 9.1(a), at the price and on the terms set forth in the Take-Along Notice. The Take-Along Option shall be exercised by Foods by giving written notice to Apollo, within ten business days of receipt of the Take-Along Notice, indicating its election to exercise the Take-Along Option. Failure by Foods to give such notice within the ten business day period shall be deemed an election by Foods not to sell its shares of Vail Equity pursuant to that Take-Along Notice. The closing with respect to any sale to a Non-Qualified Transferee pursuant to this Section 9.1 shall be held at the time and place specified in the Take-Along Notice but in any event within 30 days of the date the Take-Along Notice is given; provided that if through the exercise of reasonable efforts Apollo is unable to cause such transaction to close

-33Person who is not found to be guilty of such fraudulent misrepresentation.

-34IX TAKE-ALONG RIGHTS

-35IX.1 Take-Along Rights. Apollo may not effect a Transfer (or a series of related Transfers) of Vail Equity to one person or a related group of persons if such Transfer would result in a Change of Control of Vail (other than Transfers effected by sales of Vail Equity through underwriters in a public offering or in the securities markets generally) (the "Section 9.1 Shares") without first complying with this Section 9.1. If Apollo desires to Transfer the Section 9.1 Shares, Apollo shall give written notice (the "Take-Along Notice") to Foods stating (i) the name and address of the transferee (the "Non-Qualified Transferee") and (ii) the price and terms upon which the NonQualified Transferee proposes to purchase the Section 9.1 Shares. Foods shall have the irrevocable option, but not the obligation (the "Take-Along Option"), to sell to the Non-Qualified Transferee, up to a number of shares of Vail Equity (the "Included Shares") determined in accordance with Section 9.1(a), at the price and on the terms set forth in the Take-Along Notice. The Take-Along Option shall be exercised by Foods by giving written notice to Apollo, within ten business days of receipt of the Take-Along Notice, indicating its election to exercise the Take-Along Option. Failure by Foods to give such notice within the ten business day period shall be deemed an election by Foods not to sell its shares of Vail Equity pursuant to that Take-Along Notice. The closing with respect to any sale to a Non-Qualified Transferee pursuant to this Section 9.1 shall be held at the time and place specified in the Take-Along Notice but in any event within 30 days of the date the Take-Along Notice is given; provided that if through the exercise of reasonable efforts Apollo is unable to cause such transaction to close within 30 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the sale of the Section 9.1 Shares by Apollo to a Non-Qualified Transferee shall be conditioned upon consummation of the sale by Foods to such Non-Qualified Transferee of the Included Shares, if any. (a) The number of Included Shares purchased from Foods shall be determined by multiplying the number of Shares proposed to be purchased from Apollo by a Non-Qualified Transferee by a

-36fraction, the numerator of which is the total number of shares of Vail Equity owned by Foods and the denominator of which is the sum of the total number of shares of Vail Equity owned by Apollo and Foods. (b) Apollo shall arrange for payment directly by the Non-Qualified Transferee to Foods, upon delivery of the certificate or certificates representing the Included Shares duly endorsed for transfer, together with such other documents as the Non-Qualified Transferee may reasonably request. The reasonable costs and expenses incurred by Apollo and Foods in connection with a sale of shares of Vail Equity subject to this Section 9.1 shall be allocated pro rata based upon the number of shares of Vail Equity sold by each Shareholder to a NonQualified Transferee. (c) If, at end of 30 days following the date on which a Take-Along Notice was given, the sale of shares of Vail Equity by Apollo and the sale of the Included Shares, if any, have not been completed in accordance with the terms of the Non-Qualified Transferee's offer, all certificates representing the Included Shares shall be returned to Foods, and all the restrictions on Transfer contained in this Agreement with respect to shares of Vail Equity owned by Apollo shall again be in effect. ARTICLE X

-34IX TAKE-ALONG RIGHTS

-35IX.1 Take-Along Rights. Apollo may not effect a Transfer (or a series of related Transfers) of Vail Equity to one person or a related group of persons if such Transfer would result in a Change of Control of Vail (other than Transfers effected by sales of Vail Equity through underwriters in a public offering or in the securities markets generally) (the "Section 9.1 Shares") without first complying with this Section 9.1. If Apollo desires to Transfer the Section 9.1 Shares, Apollo shall give written notice (the "Take-Along Notice") to Foods stating (i) the name and address of the transferee (the "Non-Qualified Transferee") and (ii) the price and terms upon which the NonQualified Transferee proposes to purchase the Section 9.1 Shares. Foods shall have the irrevocable option, but not the obligation (the "Take-Along Option"), to sell to the Non-Qualified Transferee, up to a number of shares of Vail Equity (the "Included Shares") determined in accordance with Section 9.1(a), at the price and on the terms set forth in the Take-Along Notice. The Take-Along Option shall be exercised by Foods by giving written notice to Apollo, within ten business days of receipt of the Take-Along Notice, indicating its election to exercise the Take-Along Option. Failure by Foods to give such notice within the ten business day period shall be deemed an election by Foods not to sell its shares of Vail Equity pursuant to that Take-Along Notice. The closing with respect to any sale to a Non-Qualified Transferee pursuant to this Section 9.1 shall be held at the time and place specified in the Take-Along Notice but in any event within 30 days of the date the Take-Along Notice is given; provided that if through the exercise of reasonable efforts Apollo is unable to cause such transaction to close within 30 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the sale of the Section 9.1 Shares by Apollo to a Non-Qualified Transferee shall be conditioned upon consummation of the sale by Foods to such Non-Qualified Transferee of the Included Shares, if any. (a) The number of Included Shares purchased from Foods shall be determined by multiplying the number of Shares proposed to be purchased from Apollo by a Non-Qualified Transferee by a

-36fraction, the numerator of which is the total number of shares of Vail Equity owned by Foods and the denominator of which is the sum of the total number of shares of Vail Equity owned by Apollo and Foods. (b) Apollo shall arrange for payment directly by the Non-Qualified Transferee to Foods, upon delivery of the certificate or certificates representing the Included Shares duly endorsed for transfer, together with such other documents as the Non-Qualified Transferee may reasonably request. The reasonable costs and expenses incurred by Apollo and Foods in connection with a sale of shares of Vail Equity subject to this Section 9.1 shall be allocated pro rata based upon the number of shares of Vail Equity sold by each Shareholder to a NonQualified Transferee. (c) If, at end of 30 days following the date on which a Take-Along Notice was given, the sale of shares of Vail Equity by Apollo and the sale of the Included Shares, if any, have not been completed in accordance with the terms of the Non-Qualified Transferee's offer, all certificates representing the Included Shares shall be returned to Foods, and all the restrictions on Transfer contained in this Agreement with respect to shares of Vail Equity owned by Apollo shall again be in effect. ARTICLE X INITIAL PUBLIC OFFERING X.1 IPO Commitment. Vail and Apollo hereby agree to use reasonable efforts to consummate the IPO as soon as possible following the Closing.

-35IX.1 Take-Along Rights. Apollo may not effect a Transfer (or a series of related Transfers) of Vail Equity to one person or a related group of persons if such Transfer would result in a Change of Control of Vail (other than Transfers effected by sales of Vail Equity through underwriters in a public offering or in the securities markets generally) (the "Section 9.1 Shares") without first complying with this Section 9.1. If Apollo desires to Transfer the Section 9.1 Shares, Apollo shall give written notice (the "Take-Along Notice") to Foods stating (i) the name and address of the transferee (the "Non-Qualified Transferee") and (ii) the price and terms upon which the NonQualified Transferee proposes to purchase the Section 9.1 Shares. Foods shall have the irrevocable option, but not the obligation (the "Take-Along Option"), to sell to the Non-Qualified Transferee, up to a number of shares of Vail Equity (the "Included Shares") determined in accordance with Section 9.1(a), at the price and on the terms set forth in the Take-Along Notice. The Take-Along Option shall be exercised by Foods by giving written notice to Apollo, within ten business days of receipt of the Take-Along Notice, indicating its election to exercise the Take-Along Option. Failure by Foods to give such notice within the ten business day period shall be deemed an election by Foods not to sell its shares of Vail Equity pursuant to that Take-Along Notice. The closing with respect to any sale to a Non-Qualified Transferee pursuant to this Section 9.1 shall be held at the time and place specified in the Take-Along Notice but in any event within 30 days of the date the Take-Along Notice is given; provided that if through the exercise of reasonable efforts Apollo is unable to cause such transaction to close within 30 days, such period may be extended for such reasonable period of time as may be necessary to close such transaction. Consummation of the sale of the Section 9.1 Shares by Apollo to a Non-Qualified Transferee shall be conditioned upon consummation of the sale by Foods to such Non-Qualified Transferee of the Included Shares, if any. (a) The number of Included Shares purchased from Foods shall be determined by multiplying the number of Shares proposed to be purchased from Apollo by a Non-Qualified Transferee by a

-36fraction, the numerator of which is the total number of shares of Vail Equity owned by Foods and the denominator of which is the sum of the total number of shares of Vail Equity owned by Apollo and Foods. (b) Apollo shall arrange for payment directly by the Non-Qualified Transferee to Foods, upon delivery of the certificate or certificates representing the Included Shares duly endorsed for transfer, together with such other documents as the Non-Qualified Transferee may reasonably request. The reasonable costs and expenses incurred by Apollo and Foods in connection with a sale of shares of Vail Equity subject to this Section 9.1 shall be allocated pro rata based upon the number of shares of Vail Equity sold by each Shareholder to a NonQualified Transferee. (c) If, at end of 30 days following the date on which a Take-Along Notice was given, the sale of shares of Vail Equity by Apollo and the sale of the Included Shares, if any, have not been completed in accordance with the terms of the Non-Qualified Transferee's offer, all certificates representing the Included Shares shall be returned to Foods, and all the restrictions on Transfer contained in this Agreement with respect to shares of Vail Equity owned by Apollo shall again be in effect. ARTICLE X INITIAL PUBLIC OFFERING X.1 IPO Commitment. Vail and Apollo hereby agree to use reasonable efforts to consummate the IPO as soon as possible following the Closing. X.2 Co-Manager. In connection with the IPO (unless the IPO is effected by means of a Demand Registration by Foods), Foods shall select one of the co-managers (other than the lead manager); provided, however, that such co-manager shall be subject to the approval of Vail, which approval shall not be unreasonably withheld.

-37-

-36fraction, the numerator of which is the total number of shares of Vail Equity owned by Foods and the denominator of which is the sum of the total number of shares of Vail Equity owned by Apollo and Foods. (b) Apollo shall arrange for payment directly by the Non-Qualified Transferee to Foods, upon delivery of the certificate or certificates representing the Included Shares duly endorsed for transfer, together with such other documents as the Non-Qualified Transferee may reasonably request. The reasonable costs and expenses incurred by Apollo and Foods in connection with a sale of shares of Vail Equity subject to this Section 9.1 shall be allocated pro rata based upon the number of shares of Vail Equity sold by each Shareholder to a NonQualified Transferee. (c) If, at end of 30 days following the date on which a Take-Along Notice was given, the sale of shares of Vail Equity by Apollo and the sale of the Included Shares, if any, have not been completed in accordance with the terms of the Non-Qualified Transferee's offer, all certificates representing the Included Shares shall be returned to Foods, and all the restrictions on Transfer contained in this Agreement with respect to shares of Vail Equity owned by Apollo shall again be in effect. ARTICLE X INITIAL PUBLIC OFFERING X.1 IPO Commitment. Vail and Apollo hereby agree to use reasonable efforts to consummate the IPO as soon as possible following the Closing. X.2 Co-Manager. In connection with the IPO (unless the IPO is effected by means of a Demand Registration by Foods), Foods shall select one of the co-managers (other than the lead manager); provided, however, that such co-manager shall be subject to the approval of Vail, which approval shall not be unreasonably withheld.

-37X.3 Foods Initiated IPO. (a) If the IPO has not been consummated on the later of (i) September 30, 1997 or (ii) nine months after the Closing (the "Trigger Date"), Apollo, Vail and Foods agree to abide by the procedures of this Section 10.3. (b) Following the Trigger Date, Apollo and Foods agree to discuss in good faith for a period of 30 days (the "Discussion Period") the timing of the IPO. At the conclusion of the Discussion Period, Foods may deliver a notice to Vail within 30 days (the "Foods Notice") stating that it will request a Demand Registration unless Vail consummates the IPO within three months from the date of the Foods Notice. If at the conclusion of such threemonth period the IPO has not been consummated, during the next six months Foods shall have the right to request a Demand Registration and consummate the IPO by means of such Demand Registration. If at the conclusion of such six-month period the IPO has not been consummated, Foods' right to request a Demand Registration to effect the IPO shall be suspended for a twelve-month period. If at the conclusion of such twelvemonth period the IPO has not otherwise been consummated, during the next six months Foods shall again have the right to request a Demand Registration and consummate the IPO by means of such Demand Registration. If the IPO is consummated by means of a Demand Registration by Foods (the "Foods Initiated IPO"), then Foods shall select the lead manager for the Foods Initiated IPO; provided, however, that such lead manager shall be subject to the approval of Vail, which approval shall not be unreasonably withheld or delayed. Vail may select one co-manager in connection with a Foods Initiated IPO, subject to the approval of the lead manager for the Foods Initiated IPO, which approval shall not be unreasonably withheld or delayed. XI ADDITIONAL COVENANTS

-38-

-37X.3 Foods Initiated IPO. (a) If the IPO has not been consummated on the later of (i) September 30, 1997 or (ii) nine months after the Closing (the "Trigger Date"), Apollo, Vail and Foods agree to abide by the procedures of this Section 10.3. (b) Following the Trigger Date, Apollo and Foods agree to discuss in good faith for a period of 30 days (the "Discussion Period") the timing of the IPO. At the conclusion of the Discussion Period, Foods may deliver a notice to Vail within 30 days (the "Foods Notice") stating that it will request a Demand Registration unless Vail consummates the IPO within three months from the date of the Foods Notice. If at the conclusion of such threemonth period the IPO has not been consummated, during the next six months Foods shall have the right to request a Demand Registration and consummate the IPO by means of such Demand Registration. If at the conclusion of such six-month period the IPO has not been consummated, Foods' right to request a Demand Registration to effect the IPO shall be suspended for a twelve-month period. If at the conclusion of such twelvemonth period the IPO has not otherwise been consummated, during the next six months Foods shall again have the right to request a Demand Registration and consummate the IPO by means of such Demand Registration. If the IPO is consummated by means of a Demand Registration by Foods (the "Foods Initiated IPO"), then Foods shall select the lead manager for the Foods Initiated IPO; provided, however, that such lead manager shall be subject to the approval of Vail, which approval shall not be unreasonably withheld or delayed. Vail may select one co-manager in connection with a Foods Initiated IPO, subject to the approval of the lead manager for the Foods Initiated IPO, which approval shall not be unreasonably withheld or delayed. XI ADDITIONAL COVENANTS

-38XI.1 Maintain Listing or Quotation. Vail hereby covenants and agrees that it shall use its best efforts to maintain its listing of Vail Securities on any securities exchanges on which Vail Securities are listed in the future pursuant to Section 7.5 hereof and to maintain its quotation of Vail Securities on any automated quotation systems on which Vail Securities are quoted in the future pursuant to Section 7.5 hereto. XI.2 Board of Directors. Vail and the Shareholders agree to take all actions necessary to cause the Board of Directors to consist of no more than twenty directors. As lone as Foods owns at least 10% of the outstanding Vail Securities, Vail and the Shareholders agree to take all actions necessary to cause the Board of Directors to consist of no more than twenty directors. As long as Foods owns at least 10% of the outstanding Vail Securities, Vail and the Shareholders agree to take all actions necessary for Foods to be able to nominate and appoint two directors to the Board of Directors of Vail, including without limitation Apollo nominating and electing such directors as Class 1 directors elected by the holders of the Vail Class A Stock.

-38XI.1 Maintain Listing or Quotation. Vail hereby covenants and agrees that it shall use its best efforts to maintain its listing of Vail Securities on any securities exchanges on which Vail Securities are listed in the future pursuant to Section 7.5 hereof and to maintain its quotation of Vail Securities on any automated quotation systems on which Vail Securities are quoted in the future pursuant to Section 7.5 hereto. XI.2 Board of Directors. Vail and the Shareholders agree to take all actions necessary to cause the Board of Directors to consist of no more than twenty directors. As lone as Foods owns at least 10% of the outstanding Vail Securities, Vail and the Shareholders agree to take all actions necessary to cause the Board of Directors to consist of no more than twenty directors. As long as Foods owns at least 10% of the outstanding Vail Securities, Vail and the Shareholders agree to take all actions necessary for Foods to be able to nominate and appoint two directors to the Board of Directors of Vail, including without limitation Apollo nominating and electing such directors as Class 1 directors elected by the holders of the Vail Class A Stock. XI.3 No Inconsistent Agreements. Vail hereby covenants and agrees that it shall not enter into any agreements governing the transfer or registration of shares of Vail Securities which would materially adversely affect Foods' rights under this Agreement without Foods' prior written consent. XI.4 Rules 144 and 144A. Vail hereby covenants and agrees that it will use its reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and it will take such further action as Foods may reasonably request, all to the extent required from time to time to enable Foods to sell its Vail Equity (subject to the terms hereof) without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Section XI.33 Limitations on Holdings of Foods Associates. Foods shall use its best efforts to cause its

-39Associates and Associates of its Affiliates not to own, in the aggregate, 2% or more of the outstanding Vail Securities. XII MISCELLANEOUS XII.1 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto relative to the subject matter hereof, and supersedes all prior written or oral understandings, agreements, conditions or representations. XII.2 Headings and Captions. All headings and captions used in this Agreement are for convenience only, and will not be construed to either limit or broaden the language of this Agreement or any particular section. XII.3 Choice of Law. This Agreement will be governed by and construed under and in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions thereof, except that all matters relating to the internal affairs of Vail shall be governed by and construed under and in accordance with the General Corporation Law of the State of Delaware. XII.4 Venue. Any action or legal proceedings to enforce this Agreement or any of its terms, or for indemnification and the recovery of losses as provided for in this Agreement by a party, may be brought and prosecuted in such court or courts located in the State of New York as provided by law, and the parties to this Agreement consent to the jurisdiction of said court or courts and to service of process by registered mail, return receipt requested, or by any other manner provided by New York law. XII.5 Notices. Any notice or other communication required or permitted hereunder is deemed delivered when delivered in person, when transmitted by telecopier (which will also be sent concurrently by certified or registered mail), on

-39Associates and Associates of its Affiliates not to own, in the aggregate, 2% or more of the outstanding Vail Securities. XII MISCELLANEOUS XII.1 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto relative to the subject matter hereof, and supersedes all prior written or oral understandings, agreements, conditions or representations. XII.2 Headings and Captions. All headings and captions used in this Agreement are for convenience only, and will not be construed to either limit or broaden the language of this Agreement or any particular section. XII.3 Choice of Law. This Agreement will be governed by and construed under and in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions thereof, except that all matters relating to the internal affairs of Vail shall be governed by and construed under and in accordance with the General Corporation Law of the State of Delaware. XII.4 Venue. Any action or legal proceedings to enforce this Agreement or any of its terms, or for indemnification and the recovery of losses as provided for in this Agreement by a party, may be brought and prosecuted in such court or courts located in the State of New York as provided by law, and the parties to this Agreement consent to the jurisdiction of said court or courts and to service of process by registered mail, return receipt requested, or by any other manner provided by New York law. XII.5 Notices. Any notice or other communication required or permitted hereunder is deemed delivered when delivered in person, when transmitted by telecopier (which will also be sent concurrently by certified or registered mail), on

-40the next Business Day when sent by Federal Express or a similar overnight delivery service, or on the third Business Day when sent by registered or certified U.S. mail service as follows: If to Foods: Ralston Foods, Inc. 800 Market Street Suite 2900 St. Louis, Missouri 63101 Attn.: Robert W. Lockwood, Esq. Facsimile No.: (314) 877-7748 If to Vail: Vail Resorts, Inc. (Delivery other than mail) 137 Benchmark Road Avon, Colorado 81620 Vail Resorts, Inc. (Mail Delivery) Post Office Box 7 Vail, Colorado 81658 Attn.: James S. Mandel, Esq. Facsimile No.: (970) 845-2912

-40the next Business Day when sent by Federal Express or a similar overnight delivery service, or on the third Business Day when sent by registered or certified U.S. mail service as follows: If to Foods: Ralston Foods, Inc. 800 Market Street Suite 2900 St. Louis, Missouri 63101 Attn.: Robert W. Lockwood, Esq. Facsimile No.: (314) 877-7748 If to Vail: Vail Resorts, Inc. (Delivery other than mail) 137 Benchmark Road Avon, Colorado 81620 Vail Resorts, Inc. (Mail Delivery) Post Office Box 7 Vail, Colorado 81658 Attn.: James S. Mandel, Esq. Facsimile No.: (970) 845-2912 If to Apollo: 1301 Avenue of the Americas New York, New York 10019 Attn.: Marc Rowan Facsimile No.: (212) 261-4071 With a copy to:

-41James J. Clark, Esq. Cahill Gordon & Reindel 80 Pine Street New York, NY 10005 Facsimile No.: (212) 269-5420 The parties to this Agreement will promptly notify each other in the manner provided in this Section 12.5 of any change in their respective addresses. A notice of change of address will not be deemed to have been given until received by the addressee. Section XII.6 Amendments. No changes, modifications, amendments or additions will be valid unless such be made in writing and signed by or on behalf of each party. XII.7 Extended Meanings. Words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders. XII.8 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided each of Foods and Vail shall have the

-41James J. Clark, Esq. Cahill Gordon & Reindel 80 Pine Street New York, NY 10005 Facsimile No.: (212) 269-5420 The parties to this Agreement will promptly notify each other in the manner provided in this Section 12.5 of any change in their respective addresses. A notice of change of address will not be deemed to have been given until received by the addressee. Section XII.6 Amendments. No changes, modifications, amendments or additions will be valid unless such be made in writing and signed by or on behalf of each party. XII.7 Extended Meanings. Words importing the singular number include the plural and vice versa, and words importing the masculine gender include the feminine and neuter genders. XII.8 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided each of Foods and Vail shall have the right to assign its rights and obligations under this Agreement as a whole (i) in a transaction pursuant to Section 3.2(b), (g) or (h) or (ii) to the surviving entity in a merger, consolidation, combination or other corporate transaction involving it if the surviving entity agrees in writing to be bound by the terms hereof, and Apollo shall have the right to assign its rights and obligations under this Agreement to any of its Affiliates or in a bona fide distribution of its assets following dissolution or liquidation, provided each of the distributees agrees in writing to be bound by the terms hereof. XII.9 Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of this Agreement,

-42including that provision, in any other jurisdiction. To the extent permitted by applicable law, each party waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. If any term, provision, covenant or restriction in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the parties hereto will use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction and the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect, in order to achieve the intent of the parties to the extent possible. XII.10 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which is deemed an original, but all of which together constitute a single agreement, and it is not necessary in making proof of this Agreement to produce or account for more than one such counterpart. Section XII.11 Remedies Cumulative. Except as otherwise expressly limited herein, the remedies given to any party by this Agreement are in addition to all remedies under any statute or rule of law. Any forbearance or failure or delay in exercising any remedy hereunder is not deemed to be a waiver of any other remedy a party may have under this Agreement. XII.12 Binding Agreement. This Agreement will be deemed effective and legally binding upon the parties when it has been executed and delivered by all parties hereto. This Agreement will inure to the benefit of the parties hereto and their successors and permitted assignees. XII.13 Recapitalizations, Exchanges, Etc., Affecting Vail Securities. The provisions of this Agreement apply to the full extent set forth herein with respect to the Vail Equity, to any and all shares of capital stock of Vail or any successor or assign of Vail (whether by merger, consolidation, sale of assets

-42including that provision, in any other jurisdiction. To the extent permitted by applicable law, each party waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. If any term, provision, covenant or restriction in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the parties hereto will use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction and the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect, in order to achieve the intent of the parties to the extent possible. XII.10 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which is deemed an original, but all of which together constitute a single agreement, and it is not necessary in making proof of this Agreement to produce or account for more than one such counterpart. Section XII.11 Remedies Cumulative. Except as otherwise expressly limited herein, the remedies given to any party by this Agreement are in addition to all remedies under any statute or rule of law. Any forbearance or failure or delay in exercising any remedy hereunder is not deemed to be a waiver of any other remedy a party may have under this Agreement. XII.12 Binding Agreement. This Agreement will be deemed effective and legally binding upon the parties when it has been executed and delivered by all parties hereto. This Agreement will inure to the benefit of the parties hereto and their successors and permitted assignees. XII.13 Recapitalizations, Exchanges, Etc., Affecting Vail Securities. The provisions of this Agreement apply to the full extent set forth herein with respect to the Vail Equity, to any and all shares of capital stock of Vail or any successor or assign of Vail (whether by merger, consolidation, sale of assets

-43or otherwise) which may be issued in respect of or in exchange or substitution for Vail Equity and will be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. XII.14 Other Agreements. Nothing contained in this Agreement will be deemed to be a waiver of, or release from, any obligations any party hereto may have under any other agreement, including, without limitation, the Purchase Agreement. XII.15 Termination. This Agreement, and all rights and obligations of each party hereto, shall terminate (i) upon agreement of each of the Shareholders, (ii) upon the voluntary or involuntary dissolution of Vail, (iii) upon the sale of all or substantially all of the assets of Vail or upon a Change of Control of Vail, (iv) when Apollo and its Affiliates own less than 10% of the shares of Vail Equity owned by Apollo on the date of this Agreement (adjusted accordingly for any stock splits, stock dividends or similar recapitalizations by Vail after the date hereof) or (v) when Foods and its Affiliates own less than 10% of the outstanding Vail Securities. The provisions of Article VIII hereof shall survive the termination of this Agreement. XII.16 Enforcement. Each of Vail, Apollo and Foods agree that any breach of the provisions contained in this Agreement by Vail, Apollo and/or Foods would cause irreparable harm to the other and its Affiliates and therefore, notwithstanding any right of Vail, Apollo and/or Foods to recover monetary damages with respect to any such breach (a) as set forth in this Agreement or (b) at law, Vail, Apollo and Foods will each be entitled to equitable relief to enjoin any threatened or continuing breach of the other hereof and, in the event of any action for specific performance, each party shall waive the defense that a remedy at law would be adequate. If the scope of any restriction contained in this Agreement is too broad to permit enforcement to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law in the manner provided in Section 12.9 hereof. Nothing herein stated

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-43or otherwise) which may be issued in respect of or in exchange or substitution for Vail Equity and will be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. XII.14 Other Agreements. Nothing contained in this Agreement will be deemed to be a waiver of, or release from, any obligations any party hereto may have under any other agreement, including, without limitation, the Purchase Agreement. XII.15 Termination. This Agreement, and all rights and obligations of each party hereto, shall terminate (i) upon agreement of each of the Shareholders, (ii) upon the voluntary or involuntary dissolution of Vail, (iii) upon the sale of all or substantially all of the assets of Vail or upon a Change of Control of Vail, (iv) when Apollo and its Affiliates own less than 10% of the shares of Vail Equity owned by Apollo on the date of this Agreement (adjusted accordingly for any stock splits, stock dividends or similar recapitalizations by Vail after the date hereof) or (v) when Foods and its Affiliates own less than 10% of the outstanding Vail Securities. The provisions of Article VIII hereof shall survive the termination of this Agreement. XII.16 Enforcement. Each of Vail, Apollo and Foods agree that any breach of the provisions contained in this Agreement by Vail, Apollo and/or Foods would cause irreparable harm to the other and its Affiliates and therefore, notwithstanding any right of Vail, Apollo and/or Foods to recover monetary damages with respect to any such breach (a) as set forth in this Agreement or (b) at law, Vail, Apollo and Foods will each be entitled to equitable relief to enjoin any threatened or continuing breach of the other hereof and, in the event of any action for specific performance, each party shall waive the defense that a remedy at law would be adequate. If the scope of any restriction contained in this Agreement is too broad to permit enforcement to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law in the manner provided in Section 12.9 hereof. Nothing herein stated

-44will be construed as prohibiting any party from pursuing any other remedies available to that party for a breach hereunder, including recovery of damages. XII.17 Confidentiality. Each of Foods, Apollo and Vail acknowledges that the other would be irreparably damaged if confidential knowledge of its business and affairs were disclosed or utilized on behalf of any Person. Each of Vail, Apollo and Foods covenants and agrees not to disclose or use any such confidential information of the other unless such information has been made available to the public generally (other than in violation of this Section 12.17) or Vail, Apollo and/or Foods is required to disclose such information by a governmental body or regulatory agency or by law in connection with a transaction that is not otherwise prohibited hereby. XII.18 Fiduciary Accounts. Vail, Apollo and Foods each acknowledge and agree that this Agreement shall apply only to the Vail Securities owned by Foods and Apollo for its own respective account and does not apply to any Vail Securities which may be deemed to be beneficially owned or controlled by Foods or their respective Affiliates and which shares are held in fiduciary accounts in connection with any pension plans, profit sharing plans or other employee benefit plans or held in any other fiduciary accounts.

-45IN WITNESS WHEREOF, the parties have executed this Agreement by an officer thereunto duly authorized, all as of the day and year first above written. VAIL RESORTS, INC. By: Name:

-44will be construed as prohibiting any party from pursuing any other remedies available to that party for a breach hereunder, including recovery of damages. XII.17 Confidentiality. Each of Foods, Apollo and Vail acknowledges that the other would be irreparably damaged if confidential knowledge of its business and affairs were disclosed or utilized on behalf of any Person. Each of Vail, Apollo and Foods covenants and agrees not to disclose or use any such confidential information of the other unless such information has been made available to the public generally (other than in violation of this Section 12.17) or Vail, Apollo and/or Foods is required to disclose such information by a governmental body or regulatory agency or by law in connection with a transaction that is not otherwise prohibited hereby. XII.18 Fiduciary Accounts. Vail, Apollo and Foods each acknowledge and agree that this Agreement shall apply only to the Vail Securities owned by Foods and Apollo for its own respective account and does not apply to any Vail Securities which may be deemed to be beneficially owned or controlled by Foods or their respective Affiliates and which shares are held in fiduciary accounts in connection with any pension plans, profit sharing plans or other employee benefit plans or held in any other fiduciary accounts.

-45IN WITNESS WHEREOF, the parties have executed this Agreement by an officer thereunto duly authorized, all as of the day and year first above written. VAIL RESORTS, INC. By: Name:

Title: RALSTON FOODS, INC. By: Name:

Title: APOLLO SKI PARTNERS, L.P. By: Name:

Authorized Signatory

ARTICLE 5 EXCLUDED FROM THE BELOW COST/EXPENSE INFORMATION ARE RESTRUCTURING CHARGES OF $5. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END

3 MOS SEP 30 1997

-45IN WITNESS WHEREOF, the parties have executed this Agreement by an officer thereunto duly authorized, all as of the day and year first above written. VAIL RESORTS, INC. By: Name:

Title: RALSTON FOODS, INC. By: Name:

Title: APOLLO SKI PARTNERS, L.P. By: Name:

Authorized Signatory

ARTICLE 5 EXCLUDED FROM THE BELOW COST/EXPENSE INFORMATION ARE RESTRUCTURING CHARGES OF $5. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION

3 MOS SEP 30 1997 OCT 01 1996 DEC 31 1996 0 0 75 1 92 181 530 223 617 119 335 0 0 0 121 617 293 293 141 141 119 0

ARTICLE 5 EXCLUDED FROM THE BELOW COST/EXPENSE INFORMATION ARE RESTRUCTURING CHARGES OF $5. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS SEP 30 1997 OCT 01 1996 DEC 31 1996 0 0 75 1 92 181 530 223 617 119 335 0 0 0 121 617 293 293 141 141 119 0 7 21 8 13 0 0 0 13 .40 .40


								
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