Common use of Payment in Lieu of Fractional Shares Clause in Contracts

Payment in Lieu of Fractional Shares. No fractional shares of Common Stock shall be issued in the Distribution. In lieu thereof, New Ralcorp shall remit to each holder of Ralcorp Stock who would otherwise be entitled to receive such fractional shares, an amount of cash equal to the average of the high and low sales prices of the Common Stock during the first three days of trading following the Distribution Date multiplied by such holders fractional interest in such shares (after making appropriate deductions of the amount required for Federal tax withholding purposes). ARTICLE V

Payment in Lieu of Fractional Shares. No fractional shares of Common Stock shall be issued in the Distribution. In lieu thereof, New Ralcorp shall remit to each holder of Ralcorp Stock who would otherwise be entitled to receive such fractional shares, an amount of cash equal to the average of the high and low sales prices of the Common Stock during the first three days of trading following the Distribution Date multiplied by such holders fractional interest in such shares (after making appropriate deductions of the amount required for Federal tax withholding purposes). ARTICLE V.