Exhibit
      10.4:

    


    Oil-Dri
      Corporation of America

    Annual
      Incentive Plan

    (As
      Amended and Restated Effective January 1, 2008)

     

    I. Purpose.
      To
      provide eligible Salaried Employees with an annual incentive opportunity based
      on the potential contribution level of each position and to reward individuals
      for outstanding Company and individual performance, thereby allowing the Company
      to attract and retain the high quality of human resources needed to successfully
      operate its business.

     

    II. Definitions.

     

    A. Base
      Salary
      means
      the regular base salary actually paid by the Company to a participant during
      the
      Fiscal Year while the participant was an active employee or on authorized leave
      of absence, subject to the following:

     

    (i) The
      base
      salary for a participant on a military leave of absence granted under the
      Company’s military leave policy shall be adjusted to include the base salary
      which the participant would have received during the Fiscal Year had he or
      she
      not been on military leave;

     

    (ii) The
      base
      salary for a participant on an authorized leave of absence, other than a
      military leave, who is receiving compensation from a third party on account
      of
      such authorized leave of absence (for example, payment from the Company’s
      workers’ compensation insurance carrier or a state disability insurance program)
      shall be adjusted to include up to three months, but no more than three months,
      of the base salary which the participant would have received during the Fiscal
      Year had he or she not been on authorized leave of absence.

     

    Base
      Salary also includes overtime pay received by a participant who is not exempt
      from the overtime pay requirements of the Fair Labor Standards Act. Base Salary
      does not include: Plan awards; other incentive awards or bonuses, whether short
      or long-term in nature; commissions; disability benefit payments or salary
      paid
      for a period exceeding three months while a participant is on an authorized
      leave of absence (or multiple leaves of absence), other than a military leave;
      imputed income from such programs as life insurance; or nonrecurring payments.
      Base Salary is determined without regard to any reductions for such items as
      before-tax contributions under Sections 401(k), 125 and 129 (flexible
      benefit plan contributions, including FSAs), or 132 (qualified transportation
      expenses) of the Internal Revenue Code of 1986, as amended, or income deferred
      under a non-qualified deferred compensation plan sponsored by the Company,
      or
      similar reductions under the tax laws of other countries.

     

    B. CEO
      means
      the Chief Executive Officer of the Company.

     

    C. Compensation
      Committee
      means
      the Compensation Committee of the Company’s Board of Directors.

     

    D. Company
      means
      Oil-Dri Corporation of America and its subsidiaries participating in the Plan,
      as may be designated by the CEO from time to time, and their respective
      successors and legal representatives.

     

    E. Corporate
      Financial Performance
      refers
      to the relationship between the Company’s designated performance targets and the
      achievement of, or failure to achieve, those targets.

     

    F. Executive
      Officers
      means
      the Company’s executive officers as defined in the Securities Exchange Act of
      1934, as amended, and the rules thereunder, as well as the Company’s controller
      or other principal accounting officer.

     

    G. Fiscal
      Year
      means
      the Company’s Fiscal Year beginning August 1 and ending
      July 31.

     

    H. Plan
      means
      the Oil-Dri Corporation of America Annual Incentive Plan as amended from time
      to
      time.

     

    I. Salaried
      Employee
      means a
      regular full- or part-time employee hired by the Company prior to July 1st
      of the Fiscal Year and paid on a salaried basis or paid on an hourly basis
      for
      clerical or professional duties. The term does not include employees paid on
      an
      hourly basis for work which is not clerical or professional, temporary
      employees, interns, and individuals classified by the Company as independent
      contractors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    J. Special
      Performance
      refers
      to the relationship between an individual’s, department’s or division’s
      designated performance targets and the achievement of, or failure to achieve,
      those targets.

     

    III. Employees
      Covered By This Plan.
      This
      Plan covers, for any Fiscal Year, those Salaried Employees designated as
      participants by the CEO. The CEO also shall be a participant in the Plan unless
      the Compensation Committee, due to its approval of an alternative short-term
      incentive arrangement or otherwise, determines that the CEO shall not be covered
      by the Plan for a particular Fiscal Year or particular Fiscal
      Years.

     

    IV. Performance
      Measures, Targets and Payout Ranges.
      The
      performance measures, targets and payout ranges used under the Plan for
      incentive purposes shall be established for each Fiscal Year based on the
      Company’s annual business plan. The performance measures, targets and payout
      ranges shall be approved by the CEO.

     

    V. Role
      of Compensation Committee.

     

    A. The
      Compensation Committee is responsible to set the compensation payable to the
      CEO, including compensation payable under the Plan; the CEO shall have no
      discretion to make adjustments to awards payable to himself under the
      Plan.

     

    B. The
      CEO
      is responsible to supervise compensation payable under the Plan and to exercise
      authority and discretion as specified in the Plan for all other employees,
      including the Executive Officers, except as specified below in sub-section
      C.
      and in the second paragraph of Section X.

     

    C. The
      Compensation Committee shall have the general authority to review and determine
      the reasonableness of the Target Bonus as a Percent of Base Salary, performance
      measures and payout ranges (and any changes thereto) under the Plan, as these
      relate to the total compensation of the Executive Officers.

     

    VI. Corporate
      Financial Performance Award.
      Up to
      100% of a participant’s bonus opportunity may be based upon Corporate Financial
      Performance.

     

    A
      participant in the Plan shall be entitled to a Corporate Financial Performance
      Award computed in accordance with the following formula:

     

    
      	
              Percent
                of Target

              Bonus
                Subject to

              Corporate

              Financial

              Performance

            	
               

            	
              x

            	 	
              Target
                Bonus

              as
                a Percent

              of
                Base

              Salary

            	
               

            	
              x

            	 	
              Percent
                of

              Corporate

              Financial

              Performance

              Bonus
                Earned

            	
               

            	
              x

            	 	
              Base

              Salary

            	
               

            	
              =

            	
               

            	
              Corporate

              Financial

              Performance

              Award

            


    

    


    Where:

    
      	 	
              ·

            	
              “Percent
                of Target Bonus Subject to Corporate Financial Performance” shall range
                from 0% to 100% and may vary from Fiscal Year to Fiscal
                Year.

            


    

     

    
      	 	
              ·

            	
              “Target
                Bonus as a Percent of Base Salary” is determined for the particular
                position or salary grade for each Fiscal
                Year.

            


    

     

    
      	 	
              ·

            	
              “Target
                Bonus” is a participant’s Target Bonus as a Percent of Base Salary
                multiplied by the participant’s Base Salary. If corporate target(s) and
                individual and/or departmental or divisional targets are achieved
                but not
                exceeded in a Fiscal Year, a participant’s combined Corporate Financial
                Performance Bonus, Special Performance Bonus and Executive Deferred
                Bonus
                will be 100% of Target Bonus, subject to the participant’s satisfaction of
                all requirements for entitlement and any adjustments made due to
                extraordinary circumstances or
                otherwise.

            


    

     

    
      	 	
              ·

            	
              “Base
                Salary” is defined in Section II
                A.

            


    

     

    
      	 	
              ·

            	
              “Percent
                of Corporate Financial Performance Bonus Earned” ranges from 0% to 200%
                and is determined by the relationship of actual achievement to targeted
                achievement at the corporate level. Actual achievement which is below
                the
                range of Corporate Financial Performance established for awards will
                result in no award based on that particular financial measure or
                combination of measures. For actual performance within the established
                range of Corporate Financial Performance, a payout range (which may
                vary
                from 0% to 200% of Target Bonus) is established. The relationship
                of
                actual achievement to the performance range will be determined based
                on
                guidelines established each year.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    VII. Special
      Performance Award.
      A
      participant may be eligible for an award dependent on Special Performance which
      may include or may be exclusively individual, departmental and/or divisional
      performance. Participant eligibility for a Special Performance Award is
      determined by the CEO or his or her designee. Up to 100% of a participant’s
      bonus opportunity may based upon Special Performance.

     

    For
      each
      participant who is eligible for a Special Performance Award, individual,
      departmental and/or divisional goals shall be established for the Fiscal Year
      and communicated to the participant. After the end of a Fiscal year, each
      participant’s achievement of such goals will be evaluated and a Special
      Objectives Achievement Percentage from 0% to 200% will be recommended,
      reflecting the achievement of the individual, departmental and/or divisional
      goals during such Fiscal Year.

     

    A
      participant shall be entitled to a Special Performance Award computed as
      follows:

    


    
      	
              Percent
                of Target

              Bonus
                Subject to

              Special

              Performance

            	
               

            	
              x

            	 	
              Target
                Bonus

              as
                a Percent

              of
                Base

              Salary

            	
               

            	
              x

            	 	
              Percent
                of Special

              Objectives
                Earned

            	
               

            	
              x

            	 	
              Base

              Salary

            	
               

            	
              =

            	
               

            	
              Special

              Performance

              Award

            


    

    


    Where:

    
      	 	
              ·

            	
              “Percent
                of Bonus Subject to Special Performance” shall range from 0% to 100% and
                may vary from Fiscal year to Fiscal
                Year.

            


    

     

    
      	 	
              ·

            	
              “Target
                Bonus as a Percent of Base Salary” is determined for the particular
                position or salary grade each Fiscal
                Year

            


    

     

    
      	 	
              ·

            	
              “Target
                Bonus” is a participant’s Target Bonus as a Percent of Salary multiplied
                by the participant’s Base Salary. If corporate target(s) and individual
                and/or departmental or divisional goals are achieved but not exceeded
                in a
                Fiscal Year, a participant’s combined Corporate Financial Performance
                Bonus, Special Performance Bonus and Executive Deferred Bonus will
                be 100%
                of Target Bonus, subject to the participant’s satisfaction of all
                requirements for entitlement and any adjustments made due to extraordinary
                circumstances or otherwise.

            


    

     

    
      	 	
              ·

            	
              “Base
                Salary” is defined in Section II
                A.

            


    

     

    
      	 	
              ·

            	
              “Percent
                of Special Objectives Earned “ is determined by the performance of the
                individual, department and/or division against established special
                goals.
                The percent earned may also be dependent on established levels of
                Corporate Financial Performance. The Percent of Special Objectives
                Earned
                may range from 0% to 200% if the Special Performance Bonus and the
                Corporate Financial Performance Bonus are independent of one another.
                If
                the Special Performance Bonus and the Corporate Financial Performance
                Bonus are integrated, the Percent of Special Objectives Earned may
                be
                negative so that the total bonus earned may be as low as
                zero.

            


    

     

    VIII. Executive
      Deferred Bonus Award.
      Participant eligibility for an Executive Deferred Bonus Award is determined
      by
      the CEO or his or her designee. Up to 100% of a participant’s bonus opportunity
      may be in the form of an Executive Deferred Bonus. Payment of Executive Deferred
      Bonus Awards is deferred until the vesting date(s) established for each Fiscal
      Year’s award. 

     

    A
      participant in the Plan shall be entitled to an Executive Deferred Bonus Award
      computed in accordance with the following formula:

     

    
      	
              Percent
                of Target

              Bonus
                Payable as

              Executive
                Deferred

              Bonus

            	
               

            	
              x

            	 	
              Target
                Bonus

              as
                a Percent

              of
                Base

              Salary

            	 	
              x

            	 	
              Percent
                of

              Executive
                Deferred

              Bonus
                Earned

            	
               

            	
              x

            	
               

            	
              Base

              Salary

            	
               

            	
              =

            	
               

            	
              Executive
                Deferred

              Bonus
                Award

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Where:

    


    
      	 	
              ·

            	
              “Percent
                of Target Bonus Payable as Executive Deferred Bonus” shall range from 0%
                to 100% and may vary from Fiscal Year to Fiscal
                Year.

            


    

     

    
      	 	
              ·

            	
              “Target
                Bonus as a Percent of Base Salary” is determined for the particular
                position or salary grade for each Fiscal
                Year.

            


    

     

    
      	 	
              ·

            	
              “Target
                Bonus” is a participant’s Target Bonus as a Percent of Salary multiplied
                by the participant’s Base Salary. If corporate target(s) and individual
                and/or departmental or divisional goals are achieved but not exceeded
                in a
                Fiscal Year, a participant’s combined Corporate Financial Performance
                Bonus, Special Performance Bonus and Executive Deferred Bonus will
                be 100%
                of Target Bonus, subject to the participant’s satisfaction of all
                requirements for entitlement and any adjustments made due to extraordinary
                circumstances or otherwise.

            


    

     

    
      	 	
              ·

            	
              “Base
                Salary” is defined in Section II
                A.

            


    

     

    
      	 	
              ·

            	
              “Percent
                of Executive Deferred Bonus Earned” ranges from 0% to 200% and is
                determined by the relationship of actual achievement to targeted
                achievement of established goals. Goals may be Corporate Financial
                Performance goals, special performance goals for the participant
                and/or
                the participant’s department or division or a combination of Corporate
                Financial Performance and special performance goals. A specific level
                of
                Corporate Financial Performance may be required before any Executive
                Deferred Bonus can be awarded. For actual performance within the
                established goals, a payout range (which may vary from 0% to 200%
                of
                Target Bonus) is established. The CEO has complete discretion to
                adjust
                individual awards downward or upward, depending on the participant’s
                individual performance and/or the performance of the participant’s
                department or division. The relationship of actual achievement to
                the
                performance range will be determined based on guidelines established
                each
                year.

            


    

     

    Accounts
      and Interest:

    


    
      	 	
              ·

            	
              The
                Company shall establish a bookkeeping account for each participant
                reflecting Executive Deferred Bonus Awards and any distributions
                to the
                participant, together with any adjustments for
                earnings.

            


    

     

    
      	 	
              ·

            	
              Until
                distributed, Executive Deferred Bonus Awards shall earn interest
                at a rate
                equal to the Company’s long-term borrowing cost plus one
                percent.

            


    

     

    
      	 	
              ·

            	
              The
                Company shall provide each participant as soon as practicable after
                the
                end of each Fiscal Year with a statement of his or her account as
                of the
                last business day of the Fiscal Year, reflecting the amounts of Executive
                Deferred Bonus awarded, interest, and distributions of such account
                since
                the prior statement.

            


    

     

    Payout
      of
      Executive Deferred Bonus Awards:

    


    
      	 	
              ·

            	
              Executive
                Deferred Bonus Awards shall vest (become payable) according to the
                vesting
                schedule established for each Fiscal Year. Awards shall be paid as
                soon as
                administratively practicable after they vest but in no event later
                than
                March 15th
                of
                the calendar year following the calendar year in which they
                vest.

            


    

     

    
      	 	
              ·

            	
              Except
                as specified below, no Executive Deferred Bonus Award shall be paid
                to any
                participant who is not employed by the Company on the date the award
                vests. However, awards shall be immediately 100% vested and immediately
                payable except as otherwise indicated below if the
                participant:

            


    

     

    
      	 	
              ·

            	
              Dies;

            


    

     

    
      	 	
              ·

            	
              Retires
                and (1) he or she is eligible for an immediate benefit under a
                Company sponsored defined benefit pension plan and (2) his or her age
                plus years of service on the date of retirement equals at least 80;
                provided, however, that such award shall not be payable until six
                months
                and one day following the date of such participant’s Separation from
                Service (defined below). A termination for cause or for poor performance
                will not be considered a retirement regardless of the age or years
                of
                service of the participant;

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              ·

            	
              Becomes
                permanently disabled as defined under the Company’s long-term disability
                plan; provided that for any payment that has not otherwise vested
                in the
                ordinary course to be made before the participant incurs a Separation
                from
                Service (as defined below), the participant’s disability must also
                constitute a disability within the meaning of Code
                Section 22(e)(3).

            


    

     

    
      	 	
              ·

            	
              “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).

            


    

     

    In
      addition, awards shall be immediately 100% vested and payable upon a change
      in
      control of the Company as defined in the Company’s 2006 Long Term Incentive Plan
      that is also a change in the ownership or effective control of the Company
      (as
      defined in Treasury Regulation §1.409A-3(i)(5)).

     

    IX. Individual
      Discretionary Adjustment.
      The CEO
      may at his or her sole discretion increase or decrease any participant’s Percent
      of Corporate Financial Performance Bonus Earned by up to 25 points, provided
      that: (a) the Company achieves the minimum level of performance necessary
      to achieve an award for Corporate Financial Performance; (b) the
      combination of any Corporate Financial Performance, Special Performance and
      Executive Deferred Bonus Award(s) after giving effect to the individual
      discretionary adjustment would not exceed 200% of the participant’s Target
      Bonus; and (c) any such increases or decreases will not increase or
      decrease the total dollar amount of awards earned under the Plan by all
      participants. For example, if, per the Corporate Financial Performance
      measure(s), 75% of the Corporate Financial Performance Bonus has been earned,
      the CEO may adjust a participant’s Percent of Corporate Financial Performance
      Bonus Earned to as little as 50% or as much as 100%.

     

    X. Changes
      to Target and Other Adjustments.
      The CEO
      may at any time prior to the final determination of awards, change the
      performance measures, targets and payout ranges used for incentive purposes
      if,
      in the judgment of the CEO, such change is desirable in the interest of
      equitable treatment of the participants and the Company as a result of
      extraordinary or nonrecurring events, changes in applicable accounting rules
      or
      principles, changes in the Company’s methods of accounting, changes in
      applicable law, changes due to consolidation, acquisitions, reorganization,
      stock split or stock dividends, combination of shares or other changes in the
      Company’s corporate structure or shares, significant, unanticipated changes in
      general economic or market conditions, or any other change in circumstances
      or
      event.

     

    Further,
      the CEO may at his or her discretion adjust, upward or downward, any award
      otherwise payable under the Plan, provided that after such adjustment the total
      of all awards to the participant under the Plan would not exceed 200% of the
      participant’s Target Bonus and further provided that any such adjustment of an
      award to the CEO shall be determined by the Compensation Committee and any
      such
      adjustment of an award to an Executive Officer shall be reviewed for
      reasonableness by the Compensation Committee.

     

    Further,
      the Compensation Committee may, for a specific Fiscal Year or Fiscal Years,
      grant to the CEO discretionary authority to make adjustments, including
      adjustments in addition to those stated in the Plan, to the performance
      measure(s), targets and payout ranges, or awards to individual participants
      including the Executive Officers, provided that in no event will the CEO be
      granted authority to make total awards under the Plan to any participant which
      exceed 200% of the participant’s Target Bonus.

     

    XI. Computation
      and Disbursement of Awards.
      As soon
      as administratively practicable after the close of a Fiscal Year, the CEO or
      his
      or her designee will review and approve for each participant a final Corporate
      Financial Performance Award; a Special Objectives Achievement Percentage and
      Special Performance Award, if any; an Executive Deferred Bonus Award, if any;
      and an Individual Discretionary Award, if any. Payment of the awards shall
      be
      made thereafter. All payments of awards shall be subject to applicable payroll
      taxes and withholding.

     

    XII. Partial
      Awards.
      A
      participant who is not an active employee for the entire Fiscal Year shall
      be
      entitled to payment of a partial award computed in accordance with
      Sections VI, VII, VIII and IX and based on Base Salary for the Fiscal Year
      if, prior to the end of such Fiscal Year, the participant:

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              ·

            	
              Dies;

            


    

     

    
      	 	
              ·

            	
              Retires
                at or after age 55 with at least 10 years of service or at or after
                age 60
                with at least five years of service. A termination for cause or for
                poor
                performance will not be considered a retirement regardless of the
                age or
                years of service of the
                participant;

            


    

     

    
      	 	
              ·

            	
              Becomes
                permanently disabled as defined under the Company’s long-term disability
                plan;

            


    

     

    
      	 	
              ·

            	
              Transfers
                to a position not eligible for participation in the
                Plan;

            


    

     

    
      	 	
              ·

            	
              Enters
                active duty military service in the Armed Forces of the United
                States;

            


    

     

    
      	 	
              ·

            	
              Takes
                an approved leave of absence,

            


    

     

    provided
      that the participant was an active employee for a minimum of three consecutive
      calendar months during such Fiscal Year. Such partial awards shall be paid
      when
      payments of awards for such Fiscal Year are made, or such earlier date as may
      be
      approved by the CEO.

     

    An
      employee who is hired as a Salaried Employee during the first eleven months
      of a
      Fiscal Year, who is designated as eligible to participate, and who is employed
      through the end of such Fiscal Year shall be eligible for an award based on
      his
      or her Base Salary during such Fiscal Year while eligible to participate. An
      employee who is transferred during a Fiscal Year to a position as a Salaried
      Employee eligible to participant in the Plan from another position with the
      Company or its subsidiaries and who is employed through the end of such Fiscal
      Year shall be eligible for an award based on his or her Base Salary during
      such
      Fiscal Year while eligible to participate, regardless of when the transfer
      takes
      place.

     

    No
      partial award shall be payable under any circumstances other than those
      described in this Section, except with the express approval of the
      CEO.

     

    XIII. Employment
      on Payment Date Requirement.
      Except
      as specified in Sections VIII and XII above, no award shall be payable to
      any participant who is not employed by the Company on the date payment of awards
      for the Fiscal Year being paid is made, except with the express approval of
      the
      CEO.

     

    XIV. Administration.
      This
      Plan shall be administered by the Human Resources Department of the Company,
      subject to the control and supervision of the CEO. The CEO shall have
      discretionary authority to construe and interpret the Plan and decide all cases
      of eligibility and entitlement to benefits. Such determinations shall be final
      and binding.

     

    XV. No
      Employment Contract or Obligation to Continue Plan.
      Participation in this Plan shall not confer upon any participant any right
      to
      continue in the employ of the Company nor interfere in any way with the right
      of
      the Company to terminate any participant’s employment at any time. The Company
      is under no obligation to continue the Plan in future Fiscal Years.

     

    XVI. Amendment
      or Termination.
      The
      Company may at any time (a) amend, alter or modify the provisions of this
      Plan, (b) terminate this Plan, or (c) terminate the participation of a
      group of employees in this Plan provided, however, that in the event of
      termination of this Plan or a termination of the participation of a group of
      employees without cause, the Company shall provide partial awards to the
      affected participants for the portion of the Fiscal Year during which such
      employees were participants in this Plan, in a manner which the Company, in
      its
      sole judgment, determines to be equitable to such participants and the
      Company.

     

    XVII. General
      Provisions.

     

    A. No
      rights
      under this Plan shall be assignable, either voluntarily or involuntarily by
      way
      of encumbrance, pledge, attachment, levy or charge of any nature (except as
      may
      be required by state or federal law).

     

    B. Nothing
      in this Plan shall require the Company to segregate or set aside any funds
      or
      other property for the purpose of paying any portion of an award. No
      participant, beneficiary or other person shall have any right, title or interest
      in any amount awarded under the Plan prior to the payment of such award, or
      in
      any property of the Company or its affiliates.

     

    
      
         

      

      
        6