First Amendment to Oil-Dri Corporation of America Deferred Compensation Plan (2003 Restatement)

Summary

This amendment updates the Oil-Dri Corporation of America Deferred Compensation Plan, originally restated in 2003. It changes the definition of who is eligible to participate, specifying that employees at salary grade 11 or higher and non-employee directors can join, with possible exceptions for certain management employees. It also clarifies the definition of "Unforeseen Emergency" as referenced in the plan. The amendment was approved by the company's executive committee and signed by authorized officers, effective as stated in the document.

EX-10.1 2 v105960_ex10-1.htm

Exhibit 10.1:

FIRST AMENDMENT

TO THE

OIL-DRI CORPORATION OF AMERICA DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective April 1, 2003)

The Oil-Dri Corporation of America Deferred Compensation Plan, as amended and restated effective April 1, 2003 (the “Plan”), is hereby further amended, effective as herein provided, as follows:

1. Section 2.11 is amended, effective January 1, 2007, to read as follows:

“2.11 Eligible Employee or Director generally means each employee of an Employer who is at a salary grade of Grade 11 or higher at the time he or she elects to make Elective Deferrals or a non-employee who is a member of the Company’s Board of Directors. The Company reserves the right to from time to time extend eligibility to participate in the Plan to a management employee of the Company who is at a salary grade less than Grade 11.

2. Section 2.19 is amended, effective April 1, 2003, to read as follows:

2.19 Unforeseen Emergency has the meaning set forth in Section 7.6.”

IN WITNESS WHEREOF, the Company has caused this First Amendment to be adopted by unanimous written consent of the Executive Committee of the Board of Directors this 12th day of December, 2006, and executed by the signature of a duly authorized executive officer to be effective as provided herein.

		COMPANY:

Date: December 13, 2006		OIL-DRI CORPORATION OF AMERICA

Attest By:	/s/ Maryon L. Gray	By:	/s/ Charles P. Brissman
	Maryon L. Gray Assistant General Counsel and Assistant Secretary		Charles P. Brissman Vice President, Secretary and General Counsel