Exhibit
      10.3:

    


    THE
      OIL-DRI CORPORATION OF AMERICA 2005 DEFERRED COMPENSATION
      PLAN

    As
      Amended and Restated Effective January 1, 2008

    


    ARTICLE
      1 - INTRODUCTION

    


    1.1 Purpose
      of Plan

    


    Oil-Dri
      Corporation of America, a Delaware corporation, has adopted the Plan set forth
      herein to provide a means by which certain employees and non-employee directors
      may elect to defer receipt of designated percentages or amounts of their
      Compensation.

    


    1.2 Status
      of Plan

    


    The
      Plan
      is intended to be “a plan which is unfunded and is maintained by an employer
      primarily for the purpose of providing deferred compensation for a select group
      of management or highly compensated employees” within the meaning of Sections
      201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be interpreted and
      administered to the extent possible in a manner consistent with that intent.
      The
      Plan is also intended to comply with the requirements of Section 409A of the
      Code, and shall apply to all benefits that were earned or became vested on
      or
      after January 1, 2005.

    


    Benefits
      that were earned and vested prior to January 1, 2005 shall be governed by the
      terms of the Oil- Dri Corporation of America Deferred Compensation Plan, as
      amended and restated effective April 1, 2003.

    


    ARTICLE
      2 - DEFINITIONS

    


    Wherever
      used herein, the following terms have the meanings set forth below, unless
      a
      different meaning is clearly required by the context:

    


    2.1 Account
      means
      for each Participant, the bookkeeping account established for his or her benefit
      under Section 5.1.

    


    2.2 Affiliate
      means
      any corporation or enterprise, other than the Company, which, as of a given
      date, is a member of the same controlled group of corporations, the same group
      of trades or businesses under common control, or the same affiliated service
      group, determined in accordance with Sections 414(b), (c), (m) and (o) of the
      Code, as is the Company.

    


    2.3 Change
      of Control
      has the
      meaning set forth in the Oil-Dri Corporation of America 2006 Long Term Incentive
      Plan, as amended from time to time.

    


    2.4 Claimant
      means a
      Participant or beneficiary of a Participant who believes he or she is entitled
      to a benefit under the Plan.

    


    2.5 Code
      means
      the Internal Revenue Code of 1986, as amended from time to time. Reference
      to
      any section or subsection of the Code includes reference to any comparable
      or
      succeeding provisions of any legislation which amends, supplements or replaces
      such section or subsection.

    


    2.6 Company
      means
      Oil-Dri Corporation of America or any successor to all or a major portion of
      the
      Company’s assets or business which assumes the obligations of the
      Company.

     

    2.7 Compensation
      means
      employee cash compensation, including but not limited to, base salary and
      bonuses payable under the Oil-Dri Corporation of America Annual Incentive Plan
      (hereafter “Incentive Bonus”), and director cash compensation, including but not
      limited to, retainers, annuity payments, meeting fees, and consulting fees,
      payable to a Participant by the Company or an Employer. Employee compensation
      is
      determined before giving effect to Elective Deferrals and other salary reduction
      amounts which are not included in the Participant’s gross income under Code
      sections 125, 132(f)(4), 401(k), 402(h) or 403(b).

    


    2.8 Earnings
      means
      the
      Company’s long-term borrowing cost in effect during the Plan Year for which
      Earnings are being credited plus one percent. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.9 Effective
      Date
      means
      January 1, 2008; provided that the terms of this Plan shall apply to benefits
      that were earned or became vested on and after January 1, 2005.

    


    2.10 Election
      Form
      means
      the participation election form as approved and prescribed by the Plan
      Administrator.

    


    2.11 Elective
      Deferral
      means
      the portion of Compensation which is deferred by a Participant under Section
      4.1.

    


    2.12 Eligible
      Employee or Director
      generally means each employee of an Employer who is at a salary grade of Grade
      11 or higher (Grade 10 or higher prior to January 1, 2007) 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
      an Employer who is at a salary grade less than Grade 11 (Grade 10 prior to
      January 1, 2007).

    


    2.13 Employer
      means
      the
      Company or any Affiliate which adopts the Plan with the consent of the
      Company.

    


    2.14 ERISA
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time. Reference to any section or subsection of ERISA includes reference to
      any
      comparable or succeeding provisions of any legislation which amends, supplements
      or replaces such section or subsection.

    


    2.15
       Insolvent
      means
      either (i) the Company is unable to pay its debts as they become due, or (ii)
      the Company is subject to a pending proceeding as a debtor under the United
      States Bankruptcy Code.

    


    2.16
       Participant
      means
      any individual who participates in the Plan in accordance with Article
      3.

    


    2.17 Plan
      means
      the Oil-Dri Corporation of America 2005 Deferred Compensation Plan and all
      amendments thereto.

    


    2.18 Plan
      Administrator
      means
      the person, persons or entity designated by the Company from time to time to
      administer the Plan. If no such person, persons or entity is so serving at
      any
      time, the Company shall be the Plan Administrator.

    


    2.19 Plan
      Year
      means
      the 12-month period beginning January 1 and ending December 31.

    


    2.20 Separation
      from Service
      means
      the Participant’s death, retirement or other termination of employment with the
      Company and all Affiliates. For purposes of this definition, a “termination of
      employment” shall occur when the facts and circumstances indicate that the
      Company and the employee reasonably anticipate that no further services would
      be
      performed by the employee for the Company or any Affiliate after a certain
      date
      or that the level of bona fide services the employee would perform after such
      date (whether as an employee or as an independent contractor), would permanently
      decrease to no more than 20% of the average level of bona fide services
      performed (whether as an employee or as an independent contractor) over the
      immediately preceding thirty-six (36)-month period (or full period of services
      to the Company and all Affiliates if the employee has been providing services
      to
      the Company less than thirty-six (36) months).

    


    2.21 Specified
      Employee
      means an
      employee of the Company or an Employer who is a “key employee” under Code
      Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the
      regulations thereunder and disregarding Code Section 416(i)(5)) at any time
      during the twelve (12)-month period ending on the preceding December 31. An
      employee as of a particular December 31 who has been determined to have
      satisfied the above definition of “key employee” shall be a Specified Employee
      during the twelve (12)-month period commencing on the April 1 next following
      such determination date and ending on the following March 31.

    


    2.22 Total
      and Permanent Disability
      means:

    


    
      	
              a.

            	
              The
                Participant is unable to engage in any substantial gainful activity
                by
                reason of any medically determinable physical or mental impairment
                that
                can be expected to result in death or can be expected to last for
                a
                continuous period of not less than twelve (12) months;
                or

            


    

    
      	
              b.

            	
              The
                Participant is, by reason of any medically determinable physical
                or mental
                impairment that can be expected to result in death or can be expected
                to
                last for a continuous period of not less than twelve (12) months,
                receiving income replacement benefits for a period of not less than
                three
                (3) months under the Company’s short term or long term disability plan;
                or

            


    

    
      	
              c.

            	
              The
                Participant is determined to be totally disabled by the Social Security
                Administration.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.23 Unforeseen
      Emergency
      has the
      meaning set forth in Section 7.8.

    


    ARTICLE
      3 - PARTICIPATION

    


    3.1 Commencement
      of Participation

    


    Any
      individual who elects to defer part of his or her Compensation in accordance
      with Section 4.1 shall become a Participant in the Plan as of the date such
      deferrals commence in accordance with Section 4.1.

    


    3.2 Continued
      Participation

    


    A
      Participant in the Plan shall continue to be a Participant so long as any amount
      remains credited to his or her Account.

    


    ARTICLE
      4 - ELECTIVE DEFERRALS

    


    4.1 Elective
      Deferrals

    


    An
      individual who is an Eligible Employee or Director on or after January 1, 2005,
      may elect to defer a percentage or dollar amount of one or more payments of
      Compensation, on such terms as the Plan Administrator may permit, which are
      for
      services to be performed by the Participant in the next succeeding Plan Year
      by
      completing an Election Form and filing it with the Plan Administrator on or
      before December 31st
      (or such
      earlier date as established by the Plan Administrator) of the year preceding
      such Plan Year. A Participant other than a non-employee director may elect
      to
      defer only up to 50% of base salary, provided that such deferral shall equal
      a
      minimum of $5,000, and up to 100% of any Incentive Bonus. A Participant who
      is a
      non-employee director may elect to defer all or any part of such Participant’s
      Compensation. Any individual who becomes an Eligible Employee or Director after
      the Effective Date may, by completing an Election Form and filing it with the
      Plan Administrator within 30 days after becoming an Eligible Employee or
      Director, elect to defer a percentage or dollar amount of one or more payments
      of Compensation, on such terms as the Plan Administrator may permit, which
      are
      for services to be performed by the Participant after the date on which the
      individual files the Election Form. Any Eligible Employee or Director who has
      not otherwise initially elected to defer Compensation in accordance with this
      Section 4.1 may elect to defer a percentage or dollar amount of one or more
      payments of Compensation, on such terms as the Plan Administrator may permit,
      commencing with Compensation paid in the next succeeding Plan Year, by
      completing an Election Form and filing it with the Plan Administrator on or
      before December 31st
      (or such
      earlier date as established by the Plan Administrator) of the year preceding
      such Plan Year. A Participant’s Compensation shall be reduced in accordance with
      the Participant’s election hereunder and amounts deferred hereunder shall be
      credited to the Participant’s Account as of the date the amounts would have been
      paid to the Participant absent the deferral election. Elective Deferrals shall
      not be in effect for any Participant during any period in which such Participant
      is eligible to receive benefits under the Company’s long term disability
      plan.

    


    An
      election to defer a percentage or dollar amount of Compensation for any Plan
      Year shall apply for only such Plan Year. For each succeeding Plan Year an
      Eligible Employee or Director must make a new deferral election by completing
      and filing with the Plan Administrator an Election Form on or before December
      31st (or such earlier date as established by the Plan Administrator) preceding
      that Plan Year.

    


    ARTICLE
      5 - ACCOUNTS

    


    
      
        5.1
          Accounts

      

    

    


    The
      Plan
      Administrator shall establish a bookkeeping Account for each Participant
      reflecting Elective Deferrals made for the Participant’s benefit and any
      distributions to the Participant, together with any adjustments for Earnings.
      The Plan Administrator shall provide the Participant as soon as practicable
      after the end of the Plan Year with a statement of his or her Account as of
      the
      last business day of the Plan Year, reflecting the amounts of deferrals,
      Earnings, and distributions of such Account since the prior
      statement.

    


    5.2 Earnings
      Credited

    


    Each
      Participant’s Account shall be adjusted at the end of each Plan Year for
      Earnings, which shall be calculated at a rate equal to the Company’s long-term
      borrowing cost in effect during the Plan Year plus one percent.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6 - VESTING

    


    6.1 General

    


    A
      Participant shall be immediately vested in and, subject to Participant’s
      elections as to time and form of payment under Section 7.1, shall have a
      nonforfeitable right to, all Elective Deferrals and all Earnings attributable
      thereto credited to his or her Account.

    


    ARTICLE
      7 - PAYMENTS

    


    7.1 Election
      as to Time and Form of Payment

    


    A
      Participant shall elect on the Election Form the date at which the Elective
      Deferrals (including any Earnings attributable thereto) will commence to be
      paid
      to the Participant. Such date must be at least five years following the date
      at
      which such Elective Deferrals commence or the date of Separation from
      Service.

     

    The
      Participant shall also elect thereon for payments to be paid in
      either:


     

    
      	a.	a
              single lump sum; or


      	
              b.

            	
              annual
                installments over a period elected by the Participant up to 15 years,
                the
                amount of each installment to equal the balance of his or her Account
                immediately prior to the installment divided by the number of installments
                remaining to be paid (“Annual
                Installments”).

            


    

    


    If
      Elective Deferrals (including any Earnings attributable thereto) are to be
      paid
      upon the Participant’s Separation from Service, such payment will be paid (or
      begin to be paid) as soon as practicable following the six month anniversary
      of
      such Separation from Service. If payments upon Separation from Service are
      to be
      made in annual installments, the initial annual installment will be paid as
      soon
      as practicable following the six month anniversary of the Participant’s
      Separation from Service, the second annual installment will be paid as soon
      as
      practicable following the one year anniversary of such Separation from Service,
      and subsequent annual installments will be paid annually thereafter as soon
      as
      practicable following the yearly anniversary of such Separation from
      Service.

    


    Each
      such
      election will be effective only for deferrals (including any Earnings
      attributable thereto) for the Plan Year for which it is made. Except as
      otherwise provided in Sections 7.3, 7.4, 7/5. 7.6, 7.7 or 7.8, payment of a
      Participant’s Account shall be made in accordance with the Participant’s
      elections under this Section 7.1. Such elections will be irrevocable except
      as
      provided in Section 7.2 below.

    


    7.2 409A
      Transition Rule Election

    


    A
      Participant may elect to change the time and form of payment of Elective
      Deferrals on or before December 31, 2008 by completing a new Election Form;
      provided, however, that any new Election Form may only apply to amounts that
      would not otherwise be payable during 2008 and may not cause an amount to be
      paid during 2008 that would otherwise not be paid during 2008. For the avoidance
      of doubt, all elections as to the time and form of payment of Elective Deferrals
      will be irrevocable on and after January 1, 2009.

    


    7.3 Change
      of Control

    


    The
      Plan
      will terminate upon a Change of Control that is also a change in the ownership
      or effective control of the Company (as defined in Treasury Regulation
§1.409A-3(i)(5)). Immediately prior to the consummation of a transaction
      resulting in such a Change of Control or, if not possible, as soon as possible
      following such a Change of Control, each Participant shall be paid his or her
      entire Account balance in a single lump sum.

    


    7.4
       Separation
      from Service Prior to Age 55

    


    Upon
      a
      Participant’s Separation from Service for any reason other than death prior to
      the attainment of age 55, the Participant’s entire Account shall be paid to the
      Participant in a single lump sum as soon as practicable following the six month
      anniversary of such Separation from Service. 

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7.5 Separation
      from Service at or after Age 55

    


    Upon
      a
      Participant’s Separation from Service for any reason other than death at or
      after the attainment of age 55, the Participant’s Account shall be paid (or
      begin to be paid) to the Participant in the form elected by the Participant
      under Section 7.1 as soon as practicable following the six month anniversary
      of
      such Separation from Service.

    


    7.6
       Disability

    


    If
      a
      Participant suffers a Total and Permanent Disability prior to the complete
      distribution of his or her Account balance, the following provisions shall
      apply:

    


    
      	
              a.

            	
              If
                the Participant is receiving disability benefits under the Company’s
                short-term or long-term disability plan, the Participant will be
                treated
                as actively employed and payment from the Participant’s account shall not
                be made. The Participant may, at his or her election, apply for payment
                because of Unforeseen Emergency under Section
                7.8.

            


    

    
      	
              b.

            	
              If
                disability benefits under the Company’s disability plans cease due to
                recovery from the Total and Permanent Disability, and the Participant
                does
                not return to employment with an Employer, the Participant’s Account shall
                be paid to the Participant as provided in Section 7.4 or
                7.5.

            


    

    


    7.7 Death
      

    


    If
      a
      Participant dies prior to the complete distribution of his or her Account,
      the
      balance of the Account shall be paid, according to the Participant’s irrevocable
      election on the Election Form, in the form elected by the Participant to the
      Participant’s designated beneficiary or beneficiaries.

    


    Any
      designation of beneficiary shall be made by the Participant on a
      designation/change of beneficiary form filed with the Plan Administrator and
      may
      be changed by the Participant at any time by filing another designation/change
      of beneficiary form containing the revised instructions. If no beneficiary
      is
      designated or no designated beneficiary survives the Participant, payment shall
      be made to the Participant’s surviving spouse, or, if none, to his or her issue
      per stirpes, in a single payment. If no spouse or issue survives the Participant
      payment shall be made in a single lump sum to the Participant’s
      estate.

    


    7.8 Unforeseen
      Emergency

    


    If
      a
      Participant suffers an Unforeseen Emergency, as defined herein, the Plan
      Administrator, in its sole discretion, may pay to the Participant only that
      portion, if any, of his or her Account which the Plan Administrator determines
      is necessary to satisfy the emergency need, including at the discretion of
      the
      Plan Administrator any amounts necessary to pay any federal, state and local
      income taxes reasonably anticipated to result from the
      distribution.

    


    A
      Participant requesting emergency payment shall apply for the payment in writing
      in a form approved by the Plan Administrator and shall provide such additional
      information as the Plan Administrator may require. For purposes of this section,
      Unforeseen Emergency means a severe financial hardship resulting from any of
      the
      following:

    


    
      	
              a.

            	
              an
                illness or accident of the Participant, the Participant’s spouse or the
                Participant’s dependent (as defined in Code Section
                152(a);

            


    

    
      	
              b.

            	
              loss
                of the Participant’s property due to casualty (including the need to
                rebuild a home following damage to a home not otherwise covered by
                insurance, for example, as a result of a natural disaster);
                or

            


    

    
      	
              c.

            	
              other
                similar extraordinary and unforeseeable circumstances arising as
                a result
                of events beyond the control of the
                Participant.

            


    

    


    7.9 Taxes

    


    All
      federal, state and local taxes that the Plan Administrator determines are
      required to be withheld from any payments made pursuant to this Article 7 shall
      be withheld.

    


    7.10 Claims
      Procedure

    


    A
      Claimant may file a claim for benefits with the Plan Administrator, in such
      form
      as permitted by the Plan Administrator. The claim will be evaluated and a
      decision rendered within ninety (90) days, unless special circumstances require
      an additional ninety (90) day extension of time.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    A
      Claimant shall be given written notice of whether the claim is granted or
      denied, in whole or in part, including (1) specific reasons for the denial,
      (2)
      references to pertinent Plan provisions on which the denial is based, (3) a
      description of any additional material or information necessary to perfect
      the
      claim and explanation as to why necessary, and (4) the Claimant’s right to seek
      review of the denial.

    


    If
      denied, in whole or in part, the Claimant may make a written request for review
      of such denial to the Plan Administrator within 60 days after receipt of the
      denial, and may include pertinent documents, issues and comments to aid the
      Plan
      Administrator. The request will be evaluated and a decision rendered within
      sixty (60) days, unless special circumstances require an additional sixty (60)
      day extension of time. The written decision will specify reasons for the
      decision and references to Plan provisions upon which the decision is
      based.

    


    A
      Claimant who fails to file a claim, or submit a timely request for review of
      an
      initial claim shall have no right to review and shall have no right to bring
      action in any court. The denial of the claim shall be final and binding on
      all
      persons for all purposes.

    


    7.11 Section
      162(m) Limitations

    


    In
      the
      event that any amount to be paid pursuant to Section 7.1, 7.4, 7.5, 7.6, 7.7
      or
      7.8 would, in the Company’s judgment, result in the non-deductibility, under
      Section 162(m) of the code, of any portion of such Participant’s income payable
      by or attributable to the Company for the year in which such amount is to be
      paid, such amount shall not be paid in such year. Such nondeductible amount
      shall be payable in the following calendar year, as an addition to the annual
      installment scheduled to be paid in such following calendar year, if applicable,
      subject to the provisions of this Section 7.10.

    


    ARTICLE
      8 - PLAN ADMINISTRATOR

    


    8.1 Plan
      Administration and Interpretation

    


    The
      Plan
      Administrator shall oversee the administration of the Plan. The Plan
      Administrator shall have complete control and authority to determine the rights
      and benefits and all claims, demands and actions arising out of the provisions
      of the Plan of any Participant, beneficiary, deceased Participant, or other
      person having or claiming to have any interest under the Plan. The Plan
      Administrator shall have complete discretion to interpret the Plan and to decide
      all matters under the Plan. Such interpretation and decision shall be final,
      conclusive and binding on all Participants and any person claiming under or
      through any Participant, in the absence of clear and convincing evidence that
      the Plan Administrator acted arbitrarily and capriciously. Any individual(s)
      serving as Plan Administrator who is a Participant will not vote or act on
      any
      matter relating solely to himself or herself. In such case, the Company will
      appoint an individual to act as Plan Administrator to take such actions. When
      making a determination or calculation, the Plan Administrator shall be entitled
      to rely on information furnished by a Participant, a beneficiary or the Company.
      The Plan Administrator shall have the responsibility for complying with any
      reporting and disclosure requirements of ERISA.

    


    8.2. Powers,
      Duties, Procedures, Etc.

    


    The
      Plan
      Administrator shall have such powers and duties, may adopt such rules and
      tables, may act in accordance with such procedures, may appoint such officers
      or
      agents, may delegate such powers and duties, may receive such reimbursements,
      and shall follow such claims and appeal procedures with respect to the Plan
      as
      it may establish.

    


    8.3 Information

    


    To
      enable
      the Plan Administrator to perform its functions, the Company shall supply full
      and timely information to the Plan Administrator on all matters relating to
      the
      compensation of Participants, their employment, retirement, death, Separation
      from Service, and such other pertinent facts as the Plan Administrator may
      require.

    


    8.4 Indemnification
      of Plan Administrator

    


    The
      Company agrees to indemnify and to defend to the fullest extent permitted by
      law
      any officer(s) or employee(s) who serve as Plan Administrator (including any
      such individual, whether a present or former employee, who formerly served
      as
      Plan Administrator) against all liabilities, damages, costs and expenses
      (including attorneys’ fees and amounts paid in settlement of any claims approved
      by the Company) occasioned by any act or omission to act in connection with
      the
      Plan, if such act or omission is in good faith.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    ARTICLE
      9 - AMENDMENT AND TERMINATION

    


    9.1 Amendments

    


    The
      Company shall have the right to amend the Plan from time to time, subject to
      Section 9.3, by an instrument in writing which has been executed on the
      Company’s behalf by its Chief Executive Officer or another executive officer of
      the Company, with the specific approval of the board of directors or an
      authorized committee of the board of directors.

    


    9.2 Termination
      of Plan

    


    This
      Plan
      is strictly a voluntary undertaking on the part of the Company and shall not
      be
      deemed to constitute a contract between the Company and any Eligible Employee
      or
      Director (or any other employee) or a consideration for or condition of
      employment or an inducement for the performance of services by an Eligible
      Employee or Director (or other employee). The Company reserves the right to
      terminate the Plan at any time, subject to Section 9.3, by an instrument in
      writing which has been executed on the Company’s behalf by its Chief Executive
      Officer or another executive officer of the Company, with the specific approval
      of the board of directors or an authorized committee of the board of directors;
      provided, however, that distributions upon termination may only occur in
      accordance with Treasury Regulation §1.409A-3. In addition, the Plan shall
      terminate upon a Change of Control in accordance with Section 7.3.

    


    9.3 Existing
      Rights

    


    No
      amendment or termination of the Plan shall adversely affect the rights of any
      Participant with respect to amounts that have been credited to his or her
      Account prior to the date of such amendment or termination.

    


    ARTICLE
      10 - MISCELLANEOUS

    


    10.1 No
      Funding

    


    The
      Plan
      constitutes a mere promise by the Company to make payments in accordance with
      the terms of the Plan and Participants and beneficiaries shall have the status
      of general unsecured creditors of the Company. Nothing in the Plan will be
      construed to give any employee or any other person rights to any specific assets
      of the Company or of any other person. In all events, it is the intent of the
      Company that the Plan be treated as unfunded for tax purposes and for purposes
      of Title I of ERISA.

    


    10.2 Non-assignability

    


    None
      of
      the benefits, payments, proceeds or claims of any Participant or beneficiary
      shall be subject to any claim of any creditor of any Participant or beneficiary,
      nor shall any Participant or beneficiary have any right to alienate, anticipate,
      commute, pledge, encumber or assign any of the benefits or payments or proceeds
      which he or she may expect to receive, contingently or otherwise, under the
      Plan.

    


    10.3 Limitation
      of Participant’s Rights

    


    Nothing
      contained in the Plan shall confer upon any person a right to be employed or
      to
      continue in the employ of an Employer, or interfere in any way with the right
      of
      an Employer to terminate the employment of a Participant in the Plan at any
      time, with or without cause.

    


    10.4 Participants
      Bound

    


    Any
      action with respect to the Plan taken by the Company or the Plan Administrator
      or any action authorized by or taken at the direction of the Company or the
      Plan
      Administrator shall be conclusive upon all Participants and beneficiaries
      entitled to benefits under the Plan.

    


    10.5 Receipt
      and Release

    


    Any
      payment to any Participant or beneficiary in accordance with the provisions
      of
      the Plan shall, to the extent thereof, be in satisfaction of claims against
      the
      Company and/or the Plan Administrator under the Plan, and the Plan Administrator
      may require such Participant or beneficiary, as a condition precedent to such
      payment, to execute a receipt and release to such effect. If any Participant
      or
      beneficiary is determined by the Plan Administrator to be incompetent by reason
      of physical or mental disability, including minority, to give a valid receipt
      and release, the Plan Administrator may cause payment or payments becoming
      due
      to such person to be made to another person for his or her benefit without
      responsibility on the part of the Plan Administrator or the Company to follow
      the application of such funds.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    10.6 Governing
      Law

    


    The
      Plan
      shall be construed, administered, and governed in all respects under and by
      the
      laws of the state of Illinois. If any provision shall be held by a court of
      competent jurisdiction to be invalid or unenforceable, the remaining provisions
      hereof shall continue to be fully effective.

    


    10.7 Headings
      and Subheadings

    


    Headings
      and subheadings in this Plan are inserted for convenience only and are not
      to be
      considered in the construction of the provisions thereof.

     

    
      
        
        

      

      
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