THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

American Italian Pasta Company (PLB)

10/5/2005 Proxy Information

The Company will pay A&M $600 per hour for the services of Mr. Fogarty, and hourly rates ranging from $200 to $500 for the services of the Additional Personnel. The Company will also compensate A&M for reasonable out-of-pocket expenses. In addition, A&M will be entitled to receive, as incentive compensation, (i) up to $2 million upon satisfactory completion of certain enumerated financial targets and (ii) warrants to purchase 472,671 shares of the Company's stock at the "current market price," as defined in Item 3.02 of this press release. The warrants will vest upon completion of the Phase One Review. The Company will pay A&M a retainer fee of $500,000, to be credited against amounts due at termination of the engagement and returned upon the satisfaction of all obligations under the letter agreement.

1/7/2005 Proxy Information

The Company entered into an agreement with HWS & Associates, Inc. ("HWS") effective October 1, 1999 pursuant to which the Company agreed to reimburse HWS for certain costs and expenses incurred by HWS in connection with supporting the activities of Horst W. Schroeder as an employee and Chairman of the Board of the Company and the activities of other employees of the Company. Mr. Schroeder, a Director and the Chairman of the Board of the Company, owns HWS and serves as its President. Pursuant to this agreement, on a quarterly basis, beginning October 1, 1999 and continuing during the term of Mr. Schroeder's employment by the Company, HWS will invoice the Company in advance for reimbursement of such expenses, and will be reimbursed for such expenses in the amount of $18,750 per quarter. Effective January 21, 2002, this agreement was revised to reduce the expense reimbursement amount to $13,750 per quarter. In fiscal 2004, the Company paid Mr. Schroeder $55,000 under this agreement.

1/21/2004 Proxy Information

The Company entered into an agreement with HWS & Associates, Inc. ("HWS") effective October 1, 1999 pursuant to which the Company agreed to reimburse HWS for certain costs and expenses incurred by HWS in connection with supporting the activities of Horst W. Schroeder as an employee and Chairman of the Board of the Company and the activities of other employees of the Company.Mr. Schroeder, a Director and the Chairman of the Board of the Company, owns HWS and serves as its President. Pursuant to this agreement, on a quarterly basis, beginning October 1, 1999 and continuing during the term of Mr. Schroeder's employment by the Company, HWS will invoice the Company in advance for reimbursement of such expenses, and will be reimbursed for such expenses in the amount of $18,750 per quarter. Effective January 21, 2002, this agreement was revised to reduce the expense reimbursement amount to $13,750 per quarter. In fiscal 2003, the Company paid Mr. Schroeder $55,000 under this agreement.