Exhibit
      10.2

     

    SECOND
      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, and further amended thereafter (the “Plan”),
      is hereby further amended, effective January 1, 2008 as follows. All capitalized
      terms not defined herein shall have the meaning set forth in the
      Plan.

    


    
      	 	
              1.

            	
              Section
                2.7 is amended to read as follows:

            


    

     

    2.7
      Earnings
      means
      the
      Company’s long-term borrowing cost in effect during the Plan Year for which
      Earnings are being credited plus one percent. 

     

    Prior
      to
      January 1, 2008, Earnings means the Company’s long-term borrowing cost in effect
      during the quarter for which Earnings are being credited plus one percent.
      Prior
      to October 1, 2000 Earnings means the reported composite rate of return
      experienced by the investment portfolio(s) chosen by a Participant as crediting
      indices; and for the portfolio referred to as the Oil-Dri Declared Rate Fund,
      Earnings means the Company’s long-term borrowing cost (“Interest”) in effect
      during the quarter for which Earnings are being credited. Prior to January
      1,
      1999, Earnings means Interest as defined in this Section 2.7. For Participants
      who retired prior to January 1, 1999, Earnings will continue to mean Interest
      as
      defined in this Section 2.7.

     

    
      	 	
              2.

            	
              Section
                5.2 is amended to read as follows:

            


    

     

    5.2 Earnings
      Credited

    


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

    


    Prior
      to
      January 1, 2008, Earnings adjustments shall be calculated at a rate equal to
      the
      Company’s long-term borrowing cost in effect during the quarter for which the
      Participant’s Account is being adjusted plus one percent. 

    


    Prior
      to
      October 1, 2000, Earnings adjustments shall be calculated at a rate computed
      as
      if the Participant’s Account had been invested in whole and fractional shares of
      the investment portfolio(s) selected by the Participant as crediting indices.
      For purposes of computing these Earnings adjustments, Elective Deferrals shall
      be assumed to have been invested in shares of the crediting indices on each
      date
      a transaction is credited to or debited from the Participant’s account, at the
      trading price of the crediting indices on such date or the first business day
      thereafter. Earnings adjustments shall be computed as if all dividends paid
      on
      the crediting indices were reinvested in whole or fractional shares on the
      date
      paid. 

    


    Prior
      to
      January 1, 1999, earnings adjustments shall be calculated at the Interest rate
      as defined in Section 2.7. For Participants who retired prior to January 1,
      1999, the rate for calculation of Earnings will continue to be the Interest
      rate.

    


    IN
      WITNESS WHEREOF, the Company has caused this Second Amendment to be adopted
      by
      unanimous written consent of the Executive Committee of the Board of Directors
      this 17th day of December, 2007, and executed by the signature of a duly
      authorized executive officer to be effective as provided herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                COMPANY:

              	 	
                 

              
	 	 	 
	
                OIL-DRI
                  CORPORATION OF AMERICA

              	 	 
	 	 	 
	
                By:

              	
                /s/
                  Charles P. Brissman

              	 	
                Attest
                  By:

              	
                /s/
                  Maryon L. Gray

              
	 	
                Charles
                  P. Brissman 

                Vice
                  President, Secretary and General Counsel

              	 	 	
                Maryon
                  L. Gray

                Assistant
                  General Counsel and
Assistant Secretary

              
	
                Date:
                  December 19, 2007

              	 	 	 


      

       

    

    
      
        
        

      

      
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