Item 1.02. Termination of a Material Definitive Agreement.

On November 23, 2009, Ralcorp Holdings, Inc. (the "Company") repaid its $50 million Series G Floating Rate Senior Notes (the "Series G Notes") which were due February 22, 2011. The Company used a portion of the proceeds from its $300 million senior notes offering which closed on August 14, 2009 to repay the Series G Notes.

The Series G Notes were issued pursuant to the Sixth Supplement to the Note Purchase Agreement dated as of May 22, 2003 as amended by the First Amendment dated as of December 22, 2005 (the "Original Note Purchase Agreement"). The Series G Notes were subject to the customary representations and warranties contained in the Original Note Purchase Agreement and were sold to institutional investors.

No early termination penalties were incurred by the Company.