2004 Committee Charter : PLB

The Board of Directors of American Italian Pasta Company (the Company) has
constituted and established a Compensation Committee (the Committee) with
authority, responsibility, and specific duties as described in this Compensation
Committee Charter.

The Committee shall be elected by outside Directors and ratified by the Board of
Directors. The Committee shall consist of directors who are independent of
management and free from any relationship that, in the opinion of the Board of
Directors, as evidenced by its ratification of such Committee members, would
interfere with the exercise of independent judgment as a Committee member.

Mission Statement and Principal Functions
The Committee's basic responsibility is to assure that the senior executives of
the Company (Vice President and above) and its affiliates are compensated
effectively in a manner consistent with the stated compensation strategy of the
Company, internal equity considerations, competitive practice, and the
requirements of the appropriate regulatory bodies. The Committee shall also
communicate to shareholders the Company's compensation policies and the
reasoning behind such policies as required by the Securities and Exchange
Commission. More specifically, the Committee shall be responsible for the

>> Review from time to time and approve the Company's stated compensation
strategy to ensure that management is rewarded appropriately for its
contributions to Company growth and profitability and that the
executive compensation strategy supports organization objectives and
shareholder interests.

>> Review annually and determine the individual elements of total
compensation for the Chief Executive Officer and communicate in the
annual Board Compensation Committee Report to shareholders the factors
and criteria on which the Chief Executive Officer's compensation for
the last year was based, including the relationship of the Company's
performance to the Chief Executive Officer's compensation.

>> Review and approve the individual elements of total compensation for
the remaining senior management of the Company annually, including the
Chairman of the Board, and communicate in the annual Board Compensation
Committee Report to shareholders the specific relationship of corporate
performance to executive compensation.

>> Assure that the Company's Executive Incentive Compensation Programs,
including the annual and long-term incentive plans, are administered in
a manner consistent with the Company's compensation strategy as to
participation, target annual incentive awards, corporate financial
goals, and actual awards paid to senior management.

>> Approve, subject to shareholder approval, all new equity incentive
plans for management and other employees.

>> Approve individual option grants under the Company's equity incentive
plan, except to the extent authority to approve grants is delegated to
the Chief Executive Officer (as may be allowed by the Company's equity
incentive plan for persons not subject to Section 16 of the Securities
Exchange Act of 1934 or Section 162(m) of the Internal Revenue Code).

>> Recommend to the Board of Directors annual retainer and meeting fees
for the Board of Directors and committees of the Board, including the
terms and awards of stock compensation for members of the Board.

>> Review the Company's employee benefit programs and approve changes that
are subject to shareholder or Board approval.

>> Review with the Chief Executive Officer and Chairman of the Board,
matters relating to management succession, including, but not limited
to, compensation.

>> If appropriate, hire experts in the field of executive compensation to
assist the Committee with its reviews.

>> Communicate frequently with the full Board of Directors on significant
matters pertaining to AIPC executive compensation.

>> As appropriate, appoint subcommittees of two or more of its members and
delegate to any such subcommittee full authority to address any of the
Committee's responsibilities.

>> Such other duties and responsibilities as may be assigned to the
Committee, from time to time, by the Board of Directors of the Company
and/or the Chairman of the Board of Directors.

The Committee will meet as often as necessary to carry out its responsibilities.
Meetings may be called by the Chairman of the Committee and/or management of the
Company. Reports of meetings of the Committee shall be made to the Board of
Directors at its next regularly scheduled meeting following the Committee
meeting accompanied by any recommendations to the Board of Directors.