Unassociated Document


    Exhibit
10.1

    


    AMCOL
INTERNATIONAL CORPORATION


    NONQUALIFIED
DEFERRED COMPENSATION PLAN

     

    AMCOL
International Corporation

    Nonqualified
Deferred Compensation Plan (As Amended)

    
      Master
Plan Document

      
        

        

      

    

    Effective
January 1, 2008

     

    Copyright
© 2007

    By
Clark Consulting, Inc.

    All
Rights Reserved

        

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    AMCOL
International Corporation

    Nonqualified
Deferred Compensation Plan

    
      Master
Plan Document

      
        

        

      

    

    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              	
                                                                                                                                                                                                      ARTICLE 1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Definitions

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      - 1
      -

                                                                                                                                                                                                    
	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Selection,
      Enrollment, Eligibility

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      - 8
      -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      2.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Selection
      by Committee

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      - 8
      -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      2.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Enrollment
      and Eligibility Requirements; Commencement of
    Participation.

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      - 8
      -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Deferral
      Commitments/Company Contribution Amounts/Company Restoration Matching
      Amounts/ Vesting/Crediting/Taxes

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      - 9
      -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      3.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Minimum/Maximum
      Deferral

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      - 9
      -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      3.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Timing
      of Deferral Elections; Effect of Election Form.

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      - 9
      -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      3.3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Withholding
      and Crediting of Annual Deferral Amounts

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      11 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      3.4

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Company
      Contribution Amount

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      11 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      3.5

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Company
      Restoration Matching Amount

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      12 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      3.6

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Vesting

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      12 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      3.7

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Crediting/Debiting
      of Account Balances

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      13 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      3.8

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      FICA
      and Other Taxes.

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      15 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 4

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Scheduled
      Distribution; Unforeseeable Emergencies

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      16 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      4.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Scheduled
      distributions

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      16 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      4.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Postponing
      Scheduled Distributions

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      16 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      4.3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Other
      Benefits Take Precedence Over Scheduled Distributions

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      17 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      4.4

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Unforeseeable
      Emergencies

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      17 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 5

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Change
      in Control Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      17 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      5.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Change
      in Control Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      17 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      5.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Payment
      of Change in Control Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      18 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 6

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Retirement
      Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      18 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      6.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Retirement
      Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      18 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      6.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Payment
      of Retirement Benefit.

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      18 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 7

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Termination
      Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      19 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      7.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Termination
      Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      19 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      7.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Payment
      of Termination Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      19
-

                                                                                                                                                                                                    


                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        AMCOL
International Corporation

        Nonqualified
Deferred Compensation Plan

        
          Master
Plan Document

          
            

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              	
                                                                                                                                                                                                      ARTICLE 8

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Disability
      Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      19 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      8.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Disability
      Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      19 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      8.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Payment
      of Disability Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 9

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Death
      Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      9.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Death
      Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      9.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Payment
      of Death Benefit

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 10

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Beneficiary
      Designation

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      10.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Beneficiary

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      10.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Beneficiary
      Designation; Change; Spousal Consent

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      10.3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Acknowledgment

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      10.4

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      No
      Beneficiary Designation

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      20 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      10.5

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Doubt
      as to Beneficiary

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      21 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      10.6

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Discharge
      of Obligations

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      21 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 11

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Leave
      of Absence

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      21 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      11.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Paid
      Leave of Absence

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      21 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      11.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Unpaid
      Leave of Absence

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      21 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 12

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Termination
      of Plan, Amendment or Modification

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      21 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      12.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Termination
      of Plan

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      21 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      12.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Amendment

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      22 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      12.3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Plan
      Agreement

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      22 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      12.4

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Effect
      of Payment

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      22 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 13

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Administration

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      22 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      13.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Committee
      Duties.

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      22 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      13.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Administration
      Upon Change In Control

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      22 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      13.3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Agents

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      23 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      13.4

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Binding
      Effect of Decisions

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      23 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      13.5

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Indemnity
      of Committee

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      23 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      13.6

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Employer
      Information

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      23 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 14

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Other
      Benefits and Agreements

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      23 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      14.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Coordination
      with Other Benefits

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      23 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 15

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Claims
      Procedures

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      23 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      15.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Presentation
      of Claim

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      23
-

                                                                                                                                                                                                    


                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
           

          AMCOL
International Corporation

          Nonqualified
Deferred Compensation Plan

          
            Master
Plan Document

            
              

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              	 
      	
                                                                                                                                                                                                      15.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Notification
      of Decision

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      24 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      15.3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Review
      of a Denied Claim

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      24 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      15.4

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Decision
      on Review

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      24 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      15.5

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Legal
      Action

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      25 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 16

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Trust

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      25 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      16.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Establishment
      of the Trust

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      25 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      16.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Interrelationship
      of the Plan and the Trust

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      25 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      16.3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Distributions
      From the Trust.

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      25 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                      ARTICLE 17

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Miscellaneous

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      25 -

                                                                                                                                                                                                    
	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.1

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Status
      of Plan

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      25 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.2

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Unsecured
      General Creditor

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      26 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.3

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Employer's
      Liability

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      26 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.4

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Nonassignability

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      26 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.5

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Not
      a Contract of Employment

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      26 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.6

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Furnishing
      Information

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      26 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.7

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Terms

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      26 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.8

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Captions

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      27 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                       
      

                                                                                                                                                                                                    	
                                                                                                                                                                                                      17.9

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Governing
      Law

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      27 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.10

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Notice

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      27 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.11

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Successors

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      27 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	
                                                                                                                                                                                                       
      

                                                                                                                                                                                                    	
                                                                                                                                                                                                      17.12

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Spouse's
      Interest

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      27 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.13

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Validity

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      27 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.14

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Incompetent

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      27 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.15

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Domestic
      Relations Orders

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      27 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.16

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Distribution
      in the Event of Income Inclusion Under Code Section 409A

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      28 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.17

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Deduction
      Limitation on Benefit Payments

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      28 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.18

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Insurance

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      28 -

                                                                                                                                                                                                    
	 	 	 	 	 	 
	 
      	
                                                                                                                                                                                                      17.19

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      Legal
      Fees To Enforce Rights After Change in Control

                                                                                                                                                                                                    	 
      	
                                                                                                                                                                                                      -
      29
-

                                                                                                                                                                                                    


                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                   

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

    

    Purpose

     

    The
purpose of this Plan is to provide specified benefits to Directors and a select
group of management or highly compensated Employees who contribute materially to
the continued growth, development and future business success of AMCOL
International Corporation, a Delaware corporation, and its subsidiaries, if any,
that sponsor this Plan.  This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.  This Plan amends and restates
in its entirety the AMCOL International Corporation Nonqualified Deferred
Compensation Plan, effective January 1, 2008.

     

    This Plan
is intended to comply with all applicable law, including Code Section 409A and
related Treasury guidance and Regulations, and shall be operated and interpreted
in accordance with this intention.  In order to transition to the
requirements of Code Section 409A and related Treasury Regulations, the
Committee may make available to Participants certain transition relief provided
under Notice 2007-86, as described more fully in Appendix A of this
Plan.

     

    ARTICLE
1

     

    Definitions

     

    For the
purposes of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated
meanings:

     

    
      	
              1.1  

            	
              “Account
      Balance” shall mean, with respect to a Participant, an entry on the
      records of the Employer equal to the sum of the Participant’s Annual
      Accounts.  The Account Balance shall be a bookkeeping entry only
      and shall be utilized solely as a device for the measurement and
      determination of the amounts to be paid to a Participant, or his or her
      designated Beneficiary, pursuant to this
Plan.

            


    

     

    If a
Participant is both an Employee and a Director and participates in the Plan in
each capacity, then separate Account Balances (and separate Annual Accounts, if
applicable) shall be established for such Participant as a device for the
measurement and determination of the (a) amounts deferred under the Plan that
are attributable to the Participant’s status as an Employee, and (b) amounts
deferred under the Plan that are attributable to the Participant’s status as a
Director.

     

    
      	
              1.2  

            	
              “Annual
      Account” shall mean, with respect to a Participant, an entry on the
      records of the Employer equal to (a) the sum of the Participant’s
      Annual Deferral Amount, Company Contribution Amount and Company
      Restoration Matching Amount for any one Plan Year, plus (b) amounts
      credited or debited to such amounts pursuant to this Plan, less (c) all
      distributions made to the Participant or his or her Beneficiary pursuant
      to this Plan that relate to the Annual Account for such Plan
      Year.  The Annual Account shall be a bookkeeping entry only and
      shall be utilized solely as a device for the measurement and determination
      of the amounts to be paid to a Participant, or his or her designated
      Beneficiary, pursuant to this Plan.

            


    

     

    
      	
              1.3  

            	
              “Annual
      Deferral Amount” shall mean that portion of a Participant's Base Salary,
      Bonus and Director Fees that a Participant defers in accordance with
      Article 3 for any one Plan Year, without regard to whether such
      amounts are withheld and credited during such Plan
  Year.

            


    

     

    
      
        
        

      

      
        - 1
-

        
          

        

      

      
        
        

      

    

    
       

      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

    

    
      	
              1.4  

            	
              “Base
      Salary” shall mean the annual cash compensation relating to services
      performed during any calendar year, excluding distributions from
      nonqualified deferred compensation plans, bonuses, commissions, overtime,
      fringe benefits, stock options, relocation expenses, incentive payments,
      non-monetary awards, director fees and other fees, and automobile and
      other allowances paid to a Participant for employment services rendered
      (whether or not such allowances are included in the Employee’s gross
      income).  Base Salary shall be calculated before reduction for
      compensation voluntarily deferred or contributed by the Participant
      pursuant to all qualified or nonqualified plans of any Employer and shall
      be calculated to include amounts not otherwise included in the
      Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or
      403(b) pursuant to plans established by any Employer; provided, however,
      that all such amounts will be included in compensation only to the extent
      that had there been no such plan, the amount would have been payable in
      cash to the Employee.

            


    

     

    
      	
              1.5  

            	
              “Beneficiary”
      shall mean one or more persons, trusts, estates or other entities,
      designated in accordance with Article 10, that are entitled to
      receive benefits under this Plan upon the death of a
      Participant.

            


    

     

    
      	
              1.6  

            	
              “Beneficiary
      Designation Form” shall mean the form established from time to time by the
      Committee that a Participant completes, signs and returns to the Committee
      to designate one or more
Beneficiaries.

            


    

     

    
      	
              1.7  

            	
              “Benefit
      Distribution Date” shall mean the date upon which all or an objectively determinable portion of
      a Participant’s vested benefits will become eligible for
      distribution.  Except as otherwise provided in the Plan, a
      Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or
      scheduled date set forth in Articles 4 through 9, as
      applicable.

            


    

     

    
      	
              1.8  

            	
              “Board”
      shall mean the board of directors of the
  Company.

            


    

     

    
      	
              1.9  

            	
              “Bonus”
      shall mean any compensation, in addition to Base Salary earned by a
      Participant under any Employer's annual bonus and cash incentive
      plans.

            


    

     

    
      	
              1.10  

            	
              “Change
      in Control” shall mean the occurrence of a “change in the ownership,” a
      “change in the effective control” or a “change in the ownership of a
      substantial portion of the assets” of a corporation, as determined in
      accordance with this Section. 

            


    

     

    In order
for an event described below to constitute a Change in Control with respect to a
Participant, except as otherwise provided in part (b)(ii) of this Section, the
applicable event must relate to the corporation for which the Participant is
providing services, the corporation that is liable for payment of the
Participant’s Account Balance (or all corporations liable for payment if more
than one), as identified by the Committee in accordance with Treas. Reg.
§1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee
in accordance with Treas. Reg. §1.409A-3(i)(5)(ii)(A)(3).

     

    In
determining whether an event shall be considered a “change in the ownership,” a
“change in the effective control” or a “change in the ownership of a substantial
portion of the assets” of a corporation, the following provisions shall
apply:

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

    
       

      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

    

    
      
        	
              	
                (a)

              	
                A
      “change in the ownership” of the applicable corporation shall occur on the
      date on which any one person, or more than one person acting as a group,
      acquires ownership of stock of such corporation that, together with stock
      held by such person or group, constitutes more than 50% of the total fair
      market value or total voting power of the stock of such corporation, as
      determined in accordance with Treas. Reg.
      §1.409A-3(i)(5)(v).  If a person or group is considered either
      to own more than 50% of the total fair market value or total voting power
      of the stock of such corporation, or to have effective control of such
      corporation within the meaning of part (b) of this Section, and such
      person or group acquires additional stock of such corporation, the
      acquisition of additional stock by such person or group shall not be
      considered to cause a “change in the ownership” of such
      corporation.

              


      

    

     

    
      
        	
              	
                (b) 

              	
                A
      “change in the effective control” of the applicable corporation shall
      occur on either of the following
dates:

              


      

    

     

    
      
        	
              	
                (i) 

              	
                The
      date on which any one person, or more than one person acting as a group,
      acquires (or has acquired during the 12-month period ending on the date of
      the most recent acquisition by such person or persons) ownership of stock
      of such corporation possessing 30% or more of the total voting power of
      the stock of such corporation, as determined in accordance with Treas.
      Reg. §1.409A-3(i)(5)(vi).  If a person or group is considered to
      possess 30% or more of the total voting power of the stock of a
      corporation, and such person or group acquires additional stock of such
      corporation, the acquisition of additional stock by such person or group
      shall not be considered to cause a “change in the effective control” of
      such corporation; or

              


      

    

     

    
      
        	
              	
                (ii) 

              	
                The
      date on which a majority of the members of the applicable corporation’s
      board of directors is replaced during any 12-month period by directors
      whose appointment or election is not endorsed by a majority of the members
      of such corporation’s board of directors before the date of the
      appointment or election, as determined in accordance with Treas. Reg.
      §1.409A-3(i)(5)(vi).  In determining whether the event described
      in the preceding sentence has occurred, the applicable corporation to
      which the event must relate shall only include a corporation identified in
      accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other
      corporation is a majority
shareholder.

              


      

    

     

    
      
        	
                
                

              	
                (c) 

              	
                A
      “change in the ownership of a substantial portion of the assets” of the
      applicable corporation shall occur on the date on which any one person, or
      more than one person acting as a group, acquires (or has acquired during
      the 12-month period ending on the date of the most recent acquisition by
      such person or persons) assets from the corporation that have a total
      gross fair market value equal to or more than 40% of the total gross fair
      market value of all of the assets of the corporation immediately before
      such acquisition or acquisitions, as determined in accordance with Treas.
      Reg. §1.409A-3(i)(5)(vii).  A transfer of assets shall not be
      treated as a “change in the ownership of a substantial portion of the
      assets” when such transfer is made to an entity that is controlled by the
      shareholders of the transferor corporation, as determined in accordance
      with Treas. Reg.
§1.409A-3(i)(5)(vii)(B).

              


      

    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

    
       

      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

    

    
      	
              1.11  

            	
              “Code”
      shall mean the Internal Revenue Code of 1986, as it may be amended from
      time to time.

            


    

     

    
      	
              1.12  

            	
              “Committee”
      shall mean the committee described in
  Article 13.

            


    

     

    
      	
              1.13  

            	
              “Company”
      shall mean AMCOL International Corporation, a Delaware corporation, and
      any successor to all or substantially all of the Company’s assets or
      business.

            


    

     

    
      	
              1.14  

            	
              “Company
      Contribution Amount” shall mean, for any one Plan Year, the amount
      determined in accordance with Section
3.4.

            


    

     

    
      	
              1.15  

            	
              “Company
      Restoration Matching Amount” shall mean, for any one Plan Year, the amount
      determined in accordance with Section
3.5.

            


    

     

    
      	
              1.16  

            	
              “Director”
      shall mean any member of the board of directors of any
      Employer.

            


    

     

    
      	
              1.17  

            	
              “Director
      Fees” shall mean the annual fees earned by a Director from any Employer,
      including retainer fees and meetings fees, as compensation for serving on
      the board of directors.

            


    

     

    
      	
              1.18  

            	
              “Disability”
      or “Disabled” shall mean that a Participant is either (a) 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 12 months, or (b) 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 12 months,
      receiving income replacement benefits for a period of not less than 3
      months under an accident and health plan covering employees of the
      Participant’s Employer.  For purposes of this Plan, a
      Participant shall be deemed Disabled if determined to be totally disabled
      by the Social Security Administration.  A Participant shall also
      be deemed Disabled if determined to be disabled in accordance with the
      applicable disability insurance program of such Participant’s Employer,
      provided that the definition of “disability” applied under such disability
      insurance program complies with the requirements of this
      Section.

            


    

     

    
      	
              1.19  

            	
              “Election
      Form” shall mean the form, which may be in electronic format, established
      from time to time by the Committee that a Participant completes, signs and
      returns to the Committee to make an election under the
    Plan.

            


    

     

    
      	
              1.20  

            	
              “Employee”
      shall mean a person who is an employee of an
  Employer.

            


    

     

    
      	
              1.21  

            	
              “Employer(s)”
      shall be defined as follows:

            


    

     

    
      
        	
              	
                (a) 

              	
                Except
      as otherwise provided in part (b) of this Section, the term “Employer”
      shall mean the Company and/or any of its subsidiaries (now in existence or
      hereafter formed or acquired) that have been selected by the Board to
      participate in the Plan and have adopted the Plan as a
      sponsor.

              


      

    

     

    
      
        	
              	
                (b) 

              	
                For
      the purpose of determining whether a Participant has experienced a
      Separation from Service, the term “Employer” shall
  mean:

              


      

    

     

    
      
        
        

      

      
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

    

    
      
        	
              	
                (i) 

              	
                The
      entity for which the Participant performs services and with respect to
      which the legally binding right to compensation deferred or contributed
      under this Plan arises; and

              


      

    

     

    
      
        	
              	
                (ii) 

              	
                All
      other entities with which the entity described above would be aggregated
      and treated as a single employer under Code Section 414(b) (controlled
      group of corporations) and Code Section 414(c) (a group of trades or
      businesses, whether or not incorporated, under common control), as
      applicable.  In order to identify the group of entities
      described in the preceding sentence, the Committee shall use an ownership
      threshold of at least 50% as a substitute for the 80% minimum ownership
      threshold that appears in, and otherwise must be used when applying, the
      applicable provisions of (A) Code Section 1563 for determining a
      controlled group of corporations under Code Section 414(b), and (B) Treas.
      Reg. §1.414(c)-2 for determining the trades or businesses that are under
      common control under Code Section
414(c).

              


      

    

     

    
      	
              1.22  

            	
              “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as it may
      be amended from time to time.

            


    

     

    
      	
              1.23  

            	
              “401(k)
      Plan” shall mean, with respect to an Employer, a plan qualified under Code
      Section 401(a) that contains a cash or deferral arrangement described in
      Code Section 401(k), adopted by the Employer, as it may be amended from
      time to time, or any successor
thereto.

            


    

     

    
      	
              1.24  

            	
              “Participant”
      shall mean any Employee or Director (a) who is selected to
      participate in the Plan, (b) whose executed Plan Agreement, Election
      Form and Beneficiary Designation Form are accepted by the Committee, and
      (c) whose Plan Agreement has not
terminated.

            


    

     

    
      	
              1.25  

            	
              “Performance-Based
      Compensation” shall mean compensation the entitlement to or amount of
      which is contingent on the satisfaction of pre-established organizational
      or individual performance criteria relating to a performance period of at
      least 12 consecutive months, as determined by the Committee in accordance
      with Treas. Reg. §1.409A-1(e).

            


    

     

    
      	
              1.26  

            	
              “Plan”
      shall mean the AMCOL International Corporation Nonqualified Deferred
      Compensation Plan, which shall be evidenced by this instrument, as it may
      be amended from time to time, and by any other documents that together
      with this instrument define a Participant’s rights to amounts credited to
      his or her Account Balance.

            


    

     

    
      	
              1.27  

            	
              “Plan
      Agreement” shall mean a written agreement in the form prescribed by or
      acceptable to the Committee that evidences a Participant’s agreement to
      the terms of the Plan and which may establish additional terms or
      conditions of Plan participation for a Participant.  Unless
      otherwise determined by the Committee, the most recent Plan Agreement
      accepted with respect to a Participant shall supersede any prior Plan
      Agreements for such Participant.  Plan Agreements may vary among
      Participants and may provide additional benefits not set forth in the Plan
      or limit the benefits otherwise provided under the
  Plan.

            


    

     

    
      	
              1.28  

            	
              “Plan
      Year” shall mean a period
      beginning on January 1 of each calendar year and continuing through
      December 31 of such calendar year.

            


    

     

    
      
        
        

      

      
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      AMCOL
International Corporation

    

    
      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                1.29

              	
                “Quarterly
      Installment Method” shall be a quarterly installment payment over the
      number of years selected by the Participant in accordance with this Plan,
      calculated as follows: the vested Account Balance of the Participant shall
      be calculated as of the close of business on or around the last business
      day of the month which precedes the date on which the quarterly payment is
      made pursuant to the Plan.  The quarterly installment shall be
      calculated by multiplying this balance by a fraction, the numerator of
      which is one and the denominator of which is the remaining number of
      quarterly payments due the Participant.  By way of example, if
      the Participant elects a ten (10) year Quarterly Installment Method, the
      first payment shall be 1/40 of the vested Account Balance, calculated as
      described in this definition.  The following quarter, the
      payment shall be 1/39 of the vested Account Balance, calculated as
      described in this definition.  Each quarterly installment shall
      be paid no later than sixty (60) days after the last business day of the
      applicable quarter.  Shares of Stock that shall be distributable
      from the Stock Option Gain Account shall be distributable in shares of
      actual Stock in the same manner previously described.  However,
      the Committee may, in its sole discretion, (i) adjust the quarterly
      installments in order to distribute whole shares of actual Stock and/or
      (ii) accelerate the distribution of such actual shares of Stock by payment
      of a lump sum.

              


      

       

      
        	
                1.30

              	
                “Quarterly
      Payment Date” shall mean the last day of the 2nd, 5th, 8th and 11th months
      of each calendar year.

              


      

       

      
        	
                1.31

              	
                “Retirement,”
      “Retire(s)” or “Retired” shall mean with respect to a Participant who is
      an Employee, a Separation from Service on or after the date on which the
      sum of the Participant’s age and Years of Service equals at least 70, and
      shall mean with respect to a Participant who is a Director, a Separation
      from Service.  If a Participant is both an Employee and a
      Director and participates in the Plan in each capacity, (a) the
      determination of whether the Participant qualifies for Retirement as an
      Employee shall be made when the Participant experiences a Separation from
      Service as an Employee and such determination shall only apply to the
      applicable Account Balance established in accordance with Section 1.1 for
      amounts deferred under the Plan as an Employee, and (b) the determination
      of whether the Participant qualifies for Retirement as a Director shall be
      made at the time the Participant experiences a Separation from Service as
      a Director and such determination shall only apply to the applicable
      Account Balance established in accordance with Section 1.1 for amounts
      deferred under the Plan as a
Director.

              


      

       

      
        	
                1.32

              	
                “Separation
      from Service” shall mean a termination of services provided by a
      Participant to his or her Employer, whether voluntarily or involuntarily,
      other than by reason of death or Disability, as determined by the
      Committee in accordance with Treas. Reg. §1.409A-1(h).  In
      determining whether a Participant has experienced a Separation from
      Service, the following provisions shall
apply:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                For
      a Participant who provides services to an Employer as an Employee, except
      as otherwise provided in part (c) of this Section, a Separation from
      Service shall occur when such Participant has experienced a termination of
      employment with such Employer.  A Participant shall be
      considered to have experienced a termination of employment when the facts
      and circumstances indicate that the Participant and his or her Employer
      reasonably anticipate that either (i) no further services will be
      performed for the Employer after a certain date, or (ii) that the level of
      bona fide services the Participant will perform for the Employer after
      such date (whether as an Employee or as an independent contractor) will
      permanently decrease to no more than 20% of the average level of bona fide
      services performed by such Participant (whether as an Employee or an
      independent contractor) over the immediately preceding 36-month period (or
      the full period of services to the Employer if the Participant has been
      providing services to the Employer less than 36
  months).

              


      

       

      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      If a
Participant is on military leave, sick leave, or other bona fide leave of
absence, the employment relationship between the Participant and the Employer
shall be treated as continuing intact, provided that the period of such leave
does not exceed 6 months, or if longer, so long as the Participant retains a
right to reemployment with the Employer under an applicable statute or by
contract.  If the period of a military leave, sick leave, or other
bona fide leave of absence exceeds 6 months and the Participant does not retain
a right to reemployment under an applicable statute or by contract, the
employment relationship shall be considered to be terminated for purposes of
this Plan as of the first day immediately following the end of such 6-month
period.  In applying the provisions of this paragraph, a leave of
absence shall be considered a bona fide leave of absence only if there is a
reasonable expectation that the Participant will return to perform services for
the Employer.

       

      
        	
                 
      

              	
                (b)

              	
                For
      a Participant who provides services to an Employer as an independent
      contractor, except as otherwise provided in part (c) of this Section, a
      Separation from Service shall occur upon the expiration of the contract
      (or in the case of more than one contract, all contracts) under which
      services are performed for such Employer, provided that the expiration of
      such contract(s) is determined by the Committee to constitute a good-faith
      and complete termination of the contractual relationship between the
      Participant and such Employer.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                For
      a Participant who provides services to an Employer as both an Employee and
      an independent contractor, a Separation from
      Service generally shall not occur until the Participant has ceased
      providing services for such Employer as both as an Employee and as an
      independent contractor, as determined in accordance with the provisions
      set forth in parts (a) and (b) of this Section,
      respectively.  Similarly, if a Participant either (i) ceases
      providing services for an Employer as an independent contractor and begins
      providing services for such Employer as an Employee, or (ii) ceases
      providing services for an Employer as an Employee and begins providing
      services for such Employer as an independent contractor, the Participant
      will not be considered to have experienced a Separation from Service until
      the Participant has ceased providing services for such Employer in both
      capacities, as determined in accordance with the applicable provisions set
      forth in parts (a) and (b) of this Section. 

              


      

       

      Notwithstanding
the foregoing provisions in this part (c), if a Participant provides services
for an Employer as both an Employee and as a Director, to the extent permitted
by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a
Director shall not be taken into account in determining whether the Participant
has experienced a Separation from Service as an Employee, and the services
provided by such Participant as an Employee shall not be taken into account in
determining whether the Participant has experienced a Separation from Service as
a Director.


      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                1.33

              	
                “Trust”
      shall mean one or more trusts established by the Company in accordance
      with Article 16.

              


      

       

      
        	
                1.34

              	
                “Unforeseeable
      Emergency” shall mean a severe financial hardship of the Participant
      resulting from (a) an illness or accident of the Participant, the
      Participant’s spouse, the Participant’s Beneficiary or the Participant’s
      dependent (as defined in Code Section 152 without regard to paragraphs
      (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s
      property due to casualty, or (c) such other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the
      control of the Participant, all as determined by the Committee based on
      the relevant facts and
circumstances.

              


      

       

      
        	
                1.35

              	
                “Years
      of Service” shall mean the total number of full years in which a
      Participant has been employed by one or more Employers.  For
      purposes of this definition, a year of employment shall be a 365 day
      period (or 366 day period in the case of a leap year) that, for the first
      year of employment, commences on the Employee's date of hiring and that,
      for any subsequent year, commences on an anniversary of that hiring
      date.  A partial year of employment shall not be treated as a
      Year of Service.

              


      

       

      ARTICLE
2

       

      Selection,
Enrollment, Eligibility

       

      
        	
                2.1

              	
                Selection
      by Committee.  Participation in the Plan shall be limited
      to Directors and, as determined by the Committee in its sole discretion, a
      select group of management or highly compensated
      Employees.  From that group, the Committee shall select, in its
      sole discretion, those individuals who may actually participate in this
      Plan.

              


      

       

      
        	
                2.2

              	
                Enrollment
      and Eligibility Requirements; Commencement of
      Participation.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                As
      a condition to participation, each Director or selected Employee shall
      complete, execute and return to the Committee a Plan Agreement, an
      Election Form and a Beneficiary Designation Form by the deadline(s)
      established by the Committee in accordance with the applicable provisions
      of this Plan.  In addition, the Committee shall establish from
      time to time such other enrollment requirements as it determines, in its
      sole discretion, are necessary.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      Director or selected Employee who is eligible to participate in the Plan
      shall commence participation in the Plan on the date that the Committee
      determines that the Director or Employee has met all enrollment
      requirements set forth in this Plan and required by the Committee,
      including returning all required documents to the Committee within the
      specified time period.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      a Director or an Employee fails to meet all requirements established by
      the Committee within the period required, that Director or Employee shall
      not be eligible to participate in the Plan during such Plan
      Year.

              


      

       


      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      ARTICLE
3

       

      Deferral
Commitments/Company Contribution Amounts/

       

      Company
Restoration Matching Amounts/ Vesting/Crediting/Taxes

       

      
        	
                3.1

              	
                Minimum/Maximum
      Deferral.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Annual
      Deferral Amount.  For each Plan Year, a Participant may
      elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus
      and/or Director Fees up to the following maximum percentages for each
      deferral elected:

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Deferral

                                	 	
                                  Maximum Percentage

                                	 	
                                  Minimum Amount

                                
	
                                  Base
      Salary

                                	 	
                                  75%

                                	 	
                                  $3,000
      aggregate with Bonus

                                
	
                                  Bonus

                                	 	
                                  100%

                                	 	
                                  $3,000
      aggregate with Base Salary

                                
	
                                  Director
      Fees

                                	 	
                                  100%

                                	 	
                                  $0

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Short
      Plan Year.  Notwithstanding the foregoing, if a
      Participant first becomes a Participant after the first day of a Plan
      Year, then to the extent required by Section 3.2 and Code Section 409A and
      related Treasury Regulations, the maximum amount of the Participant’s Base
      Salary, Bonus or Director Fees that may be deferred by the Participant for
      the Plan Year shall be determined by applying the percentages set forth in
      Section 3.1(a) to the portion of such compensation attributable to
      services performed after the date that the Participant’s deferral election
      is made.

              


      

       

      
        	
                3.2

              	
                Timing
      of Deferral Elections; Effect of Election
  Form.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                General
      Timing Rule for Deferral Elections.  Except as otherwise
      provided in this Section 3.2, in order for a Participant to make a valid
      election to defer Base Salary, Bonus and/or Director Fees, the Participant
      must submit an Election Form on or before the deadline established by the
      Committee, which in no event shall be later than the December 31st
      preceding the Plan Year in which such compensation will be
      earned.

              


      

       

      Any
deferral election made in accordance with this Section 3.2(a) shall be
irrevocable; provided, however, that if the Committee permits or requires
Participants to make a deferral election by the deadline described above for an
amount that qualifies as Performance-Based Compensation, the Committee may
permit a Participant to subsequently change his or her deferral election for
such compensation by submitting a new Election Form in accordance with
Section  3.2(d) below.


      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                 
      

              	
                (b)

              	
                Timing
      of Deferral Elections for Newly Eligible Plan
      Participants.  A Director or selected Employee who first
      becomes eligible to participate in the Plan on or after the beginning of a
      Plan Year, as determined in accordance with Treas. Reg.
      §1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas.
      Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the
      portion of Base Salary, Bonus and/or Director Fees attributable to
      services to be performed after such election, provided that the
      Participant submits an Election Form on or before the deadline established
      by the Committee, which in no event shall be later than 30 days after the
      Participant first becomes eligible to participate in the
    Plan.

              


      

       

      If a
deferral election made in accordance with this Section 3.2(b) relates to
compensation earned based upon a specified performance period, the amount
eligible for deferral shall be equal to (i) the total amount of compensation for
the performance period, multiplied by (ii) a fraction, the numerator of which is
the number of days remaining in the service period after the Participant’s
deferral election is made, and the denominator of which is the total number of
days in the performance period.

       

      Any
deferral election made in accordance with this Section 3.2(b) shall become
irrevocable no later than the 30th day
after the date the Director or selected Employee becomes eligible to participate
in the Plan.

       

      
        	
                 
      

              	
                (d)

              	
                Timing
      of Deferral Elections for Performance-Based Compensation.  Subject to
      the limitations described below, the Committee may determine that an
      irrevocable deferral election for an amount that qualifies as
      Performance-Based Compensation may be made by submitting an Election Form
      on or before the deadline established by the Committee, which in no event
      shall be later than 6 months before the end of the performance
      period.

              


      

       

      In order
for a Participant to be eligible to make a deferral election for
Performance-Based Compensation in accordance with the deadline established
pursuant to this Section 3.2(d), the Participant must have performed services
continuously from the later of (i) the beginning of the performance period for
such compensation, or (ii) the date upon which the performance criteria for such
compensation are established, through the date upon which the Participant makes
the deferral election for such compensation.  In no event shall a
deferral election submitted under this Section 3.2(d) be permitted to apply to
any amount of Performance-Based Compensation that has become readily
ascertainable.

       

      
        	
                 
      

              	
                (e)

              	
                Timing
      Rule for Deferral of Compensation Subject to Risk of
      Forfeiture.  With
      respect to compensation (i) to which a Participant has a legally binding
      right to payment in a subsequent year, and (ii) that is subject to a
      forfeiture condition requiring the Participant’s continued services for a
      period of at least 12 months from the date the Participant obtains the
      legally binding right, the Committee may determine that an irrevocable
      deferral election for such compensation may be made by timely delivering
      an Election Form to the Committee in accordance with its rules and
      procedures, no later than the 30th
      day after the Participant obtains the legally binding right to the
      compensation, provided that the election is made at least 12 months in
      advance of the earliest date at which the forfeiture condition could
      lapse, as determined in accordance with Treas. Reg.
      §1.409A-2(a)(5).

              


      

       

      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      Any
deferral election(s) made in accordance with this Section 3.2(e) shall become
irrevocable no later than the 30th day
after the Participant obtains the legally binding right to the compensation
subject to such deferral election(s).

       

      
        	
                3.3

              	
                Withholding
      and Crediting of Annual Deferral Amounts.  For each Plan
      Year, the Base Salary portion of the Annual Deferral Amount shall be
      withheld from each regularly scheduled Base Salary payroll in equal
      amounts, as adjusted from time to time for increases and decreases in Base
      Salary.  The Bonus and/or Director Fees portion of the Annual
      Deferral Amount shall be withheld at the time the Bonus or Director Fees
      are or otherwise would be paid to the Participant, whether or not this
      occurs during the Plan Year itself.  Annual Deferral Amounts
      shall be credited to the Participant’s Annual Account for such Plan Year
      at the time such amounts would otherwise have been paid to the
      Participant.

              


      

       

      
        	
                3.4

              	
                Company
      Contribution Amount.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                For
      each Plan Year, an Employer may be required to credit amounts to a
      Participant’s Annual Account in accordance with employment or other
      agreements entered into between the Participant and the Employer, which
      amounts shall be part of the Participant’s Company Contribution Amount for
      that Plan Year.  Such amounts shall be credited to the
      Participant’s Annual Account for the applicable Plan Year on the date or
      dates prescribed by such
agreements.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                For
      each Plan Year, an Employer, in its sole discretion, may, but is not
      required to, credit any amount it desires to any Participant’s Annual
      Account under this Plan, which amount shall be part of the Participant’s
      Company Contribution Amount for that Plan Year.  The amount so
      credited to a Participant may be smaller or larger than the amount
      credited to any other Participant, and the amount credited to any
      Participant for a Plan Year may be zero, even though one or more other
      Participants receive a Company Contribution Amount for that Plan
      Year.  The Company Contribution Amount described in this Section
      3.4(b), if any, shall be credited to the Participant’s Annual Account for
      the applicable Plan Year on a date or dates to be determined by the
      Committee.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      not otherwise specified in the Participant’s employment or other agreement
      entered into between the Participant and the Employer, the amount (or the
      method or formula for determining the amount) of a Participant’s Company
      Contribution Amount shall be set forth in writing in one or more
      documents, which shall be deemed to be incorporated into this Plan in
      accordance with Section 1.27, no later than the date on which such Company
      Contribution Amount is credited to the applicable Annual Account of the
      Participant.

              


      

       

      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                3.5

              	
                Company
      Restoration Matching Amount.  A Participant's Company
      Restoration Matching Amount for any Plan Year shall be an amount
      determined by the Committee to make up for certain limits applicable to
      the 401(k) Plan or other qualified plan for such Plan Year, as identified
      by the Committee, or for such other purposes as determined by the
      Committee in its sole discretion.  The amount so credited to a
      Participant under this Plan for any Plan Year (a) may be smaller or larger
      than the amount credited to any other Participant, and (b) may differ from
      the amount credited to such Participant in the preceding Plan Year. The
      Participant’s Company Restoration Matching Amount, if any, shall be
      credited to the Participant’s Annual Account for the applicable Plan Year
      on a date or dates to be determined by the Committee.  The
      amount (or the method or formula for determining the amount) of a
      Participant’s Company Restoration Matching Amount shall be set forth in
      writing in one or more documents, which shall be deemed to be incorporated
      into this Plan in accordance with Section 1.27, no later than the date on
      which such Company Restoration Matching Amount is credited to the
      applicable Annual Account of the Participant.  To be eligible to
      receive the Company Restoration Matching Account for a given Plan Year,
      you must be employed by AMCOL International Corporation or one of its
      subsidiaries as of the last day of such Plan Year and you must actually
      defer Base Annual Salary and/or Annual Bonus into this nonqualified Plan.
      However, if you Retire, die or become Disabled prior to the end of the
      Plan Year, you will be credited with an Annual Company Matching Amount for
      that portion of the Plan Year during which you were actively
      employed.

              


      

       

      
        	
                3.6

              	
                Vesting.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      Participant shall at all times be 100% vested in the portion of his or her
      Account Balance attributable to Annual Deferral Amounts, plus amounts
      credited or debited on such amounts pursuant to Section
    3.7.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      Participant shall be vested in the portion of his or her Account Balance
      attributable to any Company Contribution Amounts, plus amounts credited or
      debited on such amounts pursuant to Section 3.7, in accordance with the
      vesting schedule(s) set forth in his or her Plan Agreement, employment
      agreement or any other agreement entered into between the Participant and
      his or her Employer.  If not addressed in such agreements, a
      Participant shall vest in the portion of his or her Account Balance
      attributable to any Company Contribution Amounts, plus amounts credited or
      debited on such amounts pursuant to Section 3.7, in accordance with the
      following schedule:

              


      

       

      
        
          
            
              
                
                  
                    	
                            Years
      of Service

                          	 	
                            Vested
      Percentage

                          
	
                            Less
      than 3 years

                          	 	
                            0%

                          
	
                            3
      years or more

                          	 	
                            100%

                          


                  

                

              

            

          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                A
      Participant shall be vested in the portion of his or her Account Balance
      attributable to any Company Restoration Matching Amounts, plus amounts
      credited or debited on such amounts pursuant to Section 3.7, only to the
      extent that the Participant would be vested in such amounts under the
      provisions of the 401(k) Plan, as determined by the Committee in its sole
      discretion.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      anything to the contrary contained in this Section 3.6, in the event of a
      Change in Control, or upon a Participant’s Disability, Separation from
      Service on or after qualifying for Retirement, or death prior to
      Separation from Service, any amounts that are not vested in accordance
      with Sections 3.6(b) or 3.6(c) above, shall immediately become 100%
      vested. 

              


      

       

      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                 
      

              	
                (e)

              	
                Notwithstanding
      subsection 3.6(d) above, the vesting schedules described in Sections
      3.6(b) or 3.6(c) above shall not be accelerated upon a Change in Control
      to the extent that the Committee determines that such acceleration would
      cause the deduction limitations of Section 280G of the Code to become
      effective.  In the event of such a determination, the
      Participant may request independent verification of the Committee’s
      calculations with respect to the application of Section
      280G.  In such case, the Committee must provide to the
      Participant within 90 days of such a request an opinion from a nationally
      recognized accounting firm selected by the Participant (the “Accounting
      Firm”).  The opinion shall state the Accounting Firm’s opinion
      that any limitation in the vested percentage hereunder is necessary to
      avoid the limits of Section 280G and contain supporting
      calculations.  The cost of such opinion shall be paid for by the
      Company.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Section
      3.6(e) shall not prevent the acceleration of the vesting schedules
      described in Sections 3.6(b) and 3.6(c) if such Participant is entitled to
      a “gross-up” payment, to eliminate the effect of the Code section 4999
      excise tax, pursuant to his or her employment agreement or other agreement
      entered into between such Participant and the
  Employer.

              


      

       

      
        	
                3.7

              	
                Crediting/Debiting
      of Account Balances.  In accordance with, and subject to,
      the rules and procedures that are established from time to time by the
      Committee, in its sole discretion, amounts shall be credited or debited to
      a Participant's Account Balance in accordance with the following
      rules:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Measurement
      Funds.  Subject to the restrictions found in Section
      3.7(c) below, the Participant may elect one or more of the measurement
      funds selected by the Committee, in its sole discretion, which are based
      on certain mutual funds (the “Measurement Funds”), for the purpose of
      crediting or debiting additional amounts to his or her Account
      Balance.  As necessary, the Committee may, in its sole
      discretion, discontinue, substitute or add a Measurement
      Fund.  Each such action will take effect as of the first day of
      the first calendar quarter that begins at least 30 days after the day on
      which the Committee gives Participants advance written notice of such
      change.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Election
      of Measurement Funds.  Subject to the restrictions found
      in Section 3.7(c) below, a Participant, in
      connection with his or her initial deferral election in accordance with
      Section 3.2 above, shall elect, on the Election Form, one or more
      Measurement Fund(s) (as described in Section 3.7(a) above) to be used to
      determine the amounts to be credited or debited to his or her Account
      Balance.  If a Participant does not elect any of the Measurement
      Funds as described in the previous sentence, the Participant’s Account
      Balance shall automatically be allocated into the lowest-risk Measurement
      Fund, as determined by the Committee, in its sole
      discretion.  Subject to the restrictions found in Section 3.7(c)
      below, the
      Participant may (but is not required to) elect, by submitting an Election
      Form to the Committee that is accepted by the Committee, to add or delete
      one or more Measurement Fund(s) to be used to determine the amounts to be
      credited or debited to his or her Account Balance, or to change the
      portion of his or her Account Balance allocated to each previously or
      newly elected Measurement Fund.  If an election is made in
      accordance with the previous sentence, it shall apply as of the first
      business day deemed reasonably practicable by the Committee, in its sole
      discretion, and shall continue thereafter for each subsequent day in which
      the Participant participates in the Plan, unless changed in accordance
      with the previous sentence.  Notwithstanding the foregoing, the
      Committee, in its sole discretion, may impose limitations on the frequency
      with which one or more of the Measurement Funds elected in accordance with
      this Section 3.7(b) may be added or deleted by such Participant;
      furthermore, the Committee, in its sole discretion, may impose limitations
      on the frequency with which the Participant may change the portion of his
      or her Account Balance allocated to each previously or newly elected
      Measurement Fund.

              


      

       

      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                 
      

              	
                (c)

              	
                AMCOL
      International Corporation Stock Unit
  Fund.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Under
      a prior version of the Plan, a Participant was permitted to defer certain
      gains upon exercising stock options.  Such deferrals were
      allocated to a Participant’s “Stock Option Gain Account.”  A
      Participant’s Stock Option
      Gain Account will be automatically and irrevocably allocated to the
      AMCOL International Corporation Stock Unit Fund Measurement
      Fund.  Participants may not select any other Measurement Fund to
      be used to determine the amounts to be credited or debited to their Stock Option Gain
      Account. Furthermore, no
      other portion of the Participant’s Account Balance can be either initially
      allocated or re-allocated to the AMCOL International Corporation Stock
      Unit Fund.  Amounts allocated to the AMCOL International
      Corporation Stock Unit Fund shall only be distributable in actual shares
      of AMCOL International Corporation common stock
  (“Stock”).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      stock dividends, cash dividends or other non-cash dividends that would
      have been payable on the Stock credited to a Participant’s Account Balance
      may be credited to the Participant’s Account Balance in the form of
      additional shares of Stock or may be credited to the Participant’s Account
      Balance in cash, based on the fair market value of AMCOL Stock on the date
      of the dividend, if applicable.  If credited in Stock, the
      number of shares credited to the Participant for a particular stock
      dividend shall be equal to (a) the number of shares of Stock credited to
      the Participant’s Account Balance as of the payment date for such dividend
      in respect of each share of Stock, multiplied by (b) the number of
      additional shares of Stock actually paid as a dividend in respect of each
      share of Stock.  If credited in Stock, the number of shares
      credited to the Participant for a particular cash dividend or other
      non-cash dividend shall be equal to (a) the number of shares of Stock
      credited to the Participant’s Account Balance as of the payment date for
      such dividend in respect of each share of Stock, multiplied by (b) the
      fair market value of the dividend, divided by (c) the “fair market value”
      of the Stock on the payment date for such
  dividend.

              


      

       

      
        
           


        

        
          - 14
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                 
      

              	
                (iii)

              	
                The
      number of shares of Stock credited to the Participant’s Account Balance
      may be adjusted by the Committee, in its sole discretion, to prevent
      dilution or enlargement of Participants’ rights with respect to the
      portion of his or her Account Balance allocated to the AMCOL International
      Corporation Stock Unit Fund in the event of
      any reorganization, reclassification, stock split, or other unusual
      corporate transaction or event which affects the value of the Stock,
      provided that any such adjustment shall be made taking into account any
      crediting of shares of Stock to the Participant under Section
      3.7.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                For
      purposes of this Section 3.7(c), the fair market value of the Stock shall
      be determined by the Committee in accordance with its established
      procedures.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Proportionate
      Allocation.  In making any election described in Section
      3.7(b) above, the Participant shall specify on the Election Form, in
      increments of one percent (1%), the percentage of his or her Account
      Balance or Measurement Fund, as applicable, to be
      allocated/reallocated.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Crediting
      or Debiting Method.  The performance of each Measurement
      Fund (either positive or negative) will be determined on a daily basis
      based on the manner in which such Participant’s Account Balance has been
      hypothetically allocated among the Measurement Funds by the
      Participant.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                No
      Actual Investment.  Notwithstanding any other provision
      of this Plan that may be interpreted to the contrary, the Measurement
      Funds are to be used for measurement purposes only, and a Participant's
      election of any such Measurement Fund, the allocation of his or her
      Account Balance thereto, the calculation of additional amounts and the
      crediting or debiting of such amounts to a Participant's Account Balance
      shall not be considered or construed in any manner as an actual investment
      of his or her Account Balance in any such Measurement Fund.  In
      the event that the Company or the Trustee (as that term is defined in the
      Trust), in its own discretion, decides to invest funds in any or all of
      the investments on which the Measurement Funds are based, no Participant
      shall have any rights in or to such investments
      themselves.  Without limiting the foregoing, a Participant's
      Account Balance shall at all times be a bookkeeping entry only and shall
      not represent any investment made on his or her behalf by the Company or
      the Trust; the Participant shall at all times remain an unsecured creditor
      of the Company.

              


      

       

      
        	
                3.8

              	
                FICA
      and Other Taxes.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Annual
      Deferral Amounts.  For each Plan Year in which an Annual
      Deferral Amount is being withheld from a Participant, the Participant’s
      Employer(s) shall withhold from that portion of the Participant’s Base
      Salary and/or Bonus that is not being deferred, in a manner determined by
      the Employer(s), the Participant’s share of FICA and other employment
      taxes on such Annual Deferral Amount.  If necessary, the
      Committee may reduce the Annual Deferral Amount in order to comply with
      this Section 3.8.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Company
      Restoration Matching Amounts and Company Contribution
      Amounts.  When a Participant becomes vested in a portion
      of his or her Account Balance attributable to any Company Restoration
      Matching Amounts and/or Company Contribution Amounts, the Participant’s
      Employer(s) shall withhold from that portion of the Participant’s Base
      Salary and/or Bonus that is not deferred, in a manner determined by the
      Employer(s), the Participant’s share of FICA and other employment taxes on
      such amounts.  If necessary, the Committee may reduce the vested
      portion of the Participant’s Company Restoration Matching Amount or
      Company Contribution Amount, as applicable, in order to comply with this
      Section 3.8.

              


      

       

      
        
           


        

        
          - 15
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                 
      

              	
                (c)

              	
                Distributions.  The
      Participant’s Employer(s), or the trustee of the Trust, shall withhold
      from any payments made to a Participant under this Plan all federal, state
      and local income, employment and other taxes required to be withheld by
      the Employer(s), or the trustee of the Trust, in connection with such
      payments, in amounts and in a manner to be determined in the sole
      discretion of the Employer(s) and the trustee of the
  Trust.

              


      

       

      ARTICLE
4

       

      Scheduled
Distribution; Unforeseeable Emergencies

       

      
        	
                4.1

              	
                Scheduled
      Distributions.  In
      connection with each election to defer an Annual Deferral Amount, a
      Participant may elect to receive all or a portion of such Annual Deferral
      Amount, plus amounts credited or debited on that amount pursuant to
      Section 3.7, in the form of a lump sum payment, calculated as of the
      close of business on or around the Benefit Distribution Date designated by
      the Participant in accordance with this Section (a “Scheduled
      Distribution”).  The Benefit Distribution Date for the amount
      subject to a Scheduled Distribution election shall be the first day of any
      Plan Year designated by the Participant, which may be no sooner than 3
      Plan Years after the end of the Plan Year to which the Participant’s
      deferral election relates, unless otherwise provided on an Election Form
      approved by the Committee.

              


      

       

      Subject
to the other terms and conditions of this Plan, each Scheduled Distribution
elected shall be paid out on the first Quarterly Payment Date following the
Benefit Distribution Date.  By way of example, if a Scheduled
Distribution is elected for Annual Deferral Amounts that are earned in the Plan
Year commencing January 1, 2008, the earliest Benefit Distribution Date
that may be designated by a Participant would be January 1, 2012, and the
Scheduled Distribution would be paid out on February 29, 2012.

       

      
        	
                4.2

              	
                Postponing
      Scheduled Distributions.  A Participant may elect to
      postpone a Scheduled Distribution described in Section 4.1 above, and have
      such amount paid out on the first Quarterly Payment Date immediately after
      an allowable alternative Benefit Distribution Date designated in
      accordance with this Section 4.2.  In order to make such an
      election, the Participant must submit an Election Form to the Committee in
      accordance with the following
criteria:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      election of the new Benefit Distribution Date shall have no effect until
      at least 12 months after the date on which the election is
      made;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      new Benefit Distribution Date selected by the Participant for such
      Scheduled Distribution must be the first day of a Plan Year that is no
      sooner than 5 years after the previously designated Benefit Distribution
      Date; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      election must be made at least 12 months
      prior to the Participant's previously designated Benefit Distribution Date
      for such Scheduled Distribution.

              


      

       

      
        
           


        

        
          - 16
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      For
purposes of applying the provisions of this Section 4.2, a Participant’s
election to postpone a Scheduled Distribution shall not be considered to be made
until the date on which the election becomes irrevocable.  Such an
election shall become irrevocable no later than the date that is 12 months prior
to the Participant’s previously designated Benefit Distribution Date for such
Scheduled Distribution.

       

      
        	
                4.3

              	
                Other
      Benefits Take Precedence Over Scheduled
      Distributions.  Should an event occur prior to any
      Benefit Distribution Date designated for a Scheduled Distribution that
      would trigger a benefit under Articles 5 through 9, as applicable, all
      amounts subject to a Scheduled Distribution election shall be paid in
      accordance with the other applicable provisions of the Plan and not in
      accordance with this Article 4.

              


      

       

      
        	
                4.4

              	
                Unforeseeable
      Emergencies.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      a Participant experiences an Unforeseeable Emergency prior to the
      occurrence of a distribution event described in Articles 5 through 9, as applicable, the
      Participant may petition the Committee to receive a partial or full payout
      from the Plan.  The payout, if any, from the Plan shall not
      exceed the lesser of (i) the Participant's vested Account Balance,
      calculated as of the close of business on or around the Benefit
      Distribution Date for such payout, as determined by the Committee in
      accordance with provisions set forth below, or (ii) the amount necessary
      to satisfy the Unforeseeable Emergency, plus amounts necessary to pay
      Federal, state, or local income taxes or penalties reasonably anticipated
      as a result of the distribution.  A Participant shall not be
      eligible to receive a payout from the Plan to the extent that the
      Unforeseeable Emergency is or may be relieved (A) through reimbursement or
      compensation by insurance or otherwise, (B) by liquidation of the
      Participant’s assets, to the extent the liquidation of such assets would
      not itself cause severe financial hardship or (C) by cessation of
      deferrals under this Plan.

              


      

       

      If the
Committee, in its sole discretion, approves a Participant’s petition for payout
from the Plan, the Participant’s Benefit Distribution Date for such payout shall
be the date on which such Committee approval occurs and such payout shall be
distributed to the Participant in a lump sum no later than 90 days after such
Benefit Distribution Date.  In addition, in the event of such approval
the Participant’s outstanding deferral elections under the Plan shall be
cancelled.

       

      
        	
                 
      

              	
                (b)

              	
                A
      Participant’s deferral elections under this Plan shall also be cancelled
      to the extent the Committee determines that such action is required for
      the Participant to obtain a hardship distribution from an Employer’s
      401(k) Plan pursuant to Treas. Reg.
  §1.401(k)-1(d)(3).

              


      

       

      ARTICLE
5

       

      Change
in Control Benefit

       

      
        	
                5.1

              	
                Change
      in Control Benefit.  A Participant, in connection with
      his or her commencement of participation in the Plan, shall have an
      opportunity to irrevocably elect to receive his or her vested Account
      Balance in the form of a lump sum payment in the event that a Change in
      Control occurs prior to the Participant’s Separation from Service,
      Disability or death (the “Change in Control Benefit”).  The
      Benefit Distribution Date for the Change in Control Benefit, if any, shall
      be the date on which the Change in Control
  occurs.

              


      

       

      
        
           


        

        
          - 17
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      If a
Participant elects not to receive a Change in Control Benefit, or fails to make
an election in connection with his or her commencement of participation in the
Plan, the Participant’s Account Balance shall be paid in accordance with the
other applicable provisions of the Plan.

       

      
        	
                5.2

              	
                Payment
      of Change in Control Benefit.  The Change in Control
      Benefit, if any, shall be calculated as of the close of business on or
      around the Participant’s Benefit Distribution Date, as determined by the
      Committee, and paid to the Participant on the first Quarterly Payment Date
      following the Participant’s Benefit Distribution
  Date.

              


      

       

      ARTICLE
6

       

      Retirement
Benefit

       

      
        	
                6.1

              	
                Retirement
      Benefit.  If a Participant experiences a Separation from
      Service that qualifies as a Retirement, the Participant shall be eligible
      to receive his or her vested Account Balance in either a lump sum or quarterly installment
      payments, as elected by the Participant in accordance with Section
      6.2 (the “Retirement Benefit”).  A Participant’s
      Retirement Benefit shall be calculated as of the close of business on or
      around the applicable Benefit Distribution Date for such benefit, which
      shall be the first day after the end of the 6-month period immediately
      following the date on which the Participant experiences such Separation
      from Service; provided, however, if a Participant changes the form of
      distribution for the Retirement Benefit in accordance with Section 6.2(b),
      the Benefit Distribution Date for the Retirement Benefit shall be
      determined in accordance with Section
6.2(b).

              


      

       

      
        	
                6.2

              	
                Payment
      of Retirement Benefit.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                A
      Participant, in connection with his or her commencement of participation
      in the Plan, shall elect on an Election Form to receive the Retirement
      Benefit in a lump sum or pursuant to an Quarterly Installment Method of up
      to 15 years.  If a Participant does not make any election with
      respect to the payment of the Retirement Benefit, then such Participant
      shall be deemed to have elected to receive the Retirement Benefit as a
      lump sum.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                A
      Participant may change the form of payment for the Retirement Benefit by
      submitting an Election Form to the Committee in accordance with the
      following criteria:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      election shall not take effect until at least 12 months after the date on
      which the election is made;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      new Benefit Distribution Date for the Participant’s Retirement Benefit
      shall be 5 years after the Benefit Distribution Date that would otherwise
      have been applicable to such benefit;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      election must be made at least 12 months prior to the Benefit Distribution
      Date that would otherwise have been applicable to the Participant’s
      Retirement Benefit.

              


      


      
        
           


        

        
          - 18
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      For
purposes of applying the provisions of this Section 6.2(b), a Participant’s
election to change the form of payment for the Retirement Benefit shall not be
considered to be made until the date on which the election becomes
irrevocable.  Such an election shall become irrevocable no later than
the date that is 12 months prior to the Benefit Distribution Date that would
otherwise have been applicable to the Participant’s Retirement
Benefit.  Subject to the requirements of this Section 6.2(b), the
Election Form most recently accepted by the Committee that has become effective
shall govern the form of payout of the Participant’s Retirement
Benefit.

       

      
        	
                 
      

              	
                (c)

              	
                The
      lump sum payment shall be made, or installment payments shall commence, on
      the later of the first Quarterly Payment Date of the year following the
      year of Separation from Service or the first Quarterly Payment Date after
      the Participant’s Benefit Distribution
Date.

              


      

       

      ARTICLE
7

       

      Termination
Benefit

       

      
        	
                7.1

              	
                Termination
      Benefit. If a Participant
      experiences a Separation from Service that does not qualify as a
      Retirement, the Participant shall receive his or her vested Account
      Balance in the form of a lump sum payment (the “Termination
      Benefit”).  A Participant’s Termination Benefit shall be
      calculated as of the close of business on or around the Benefit
      Distribution Date for such benefit, which shall be the first day after the
      end of the 6-month period immediately following the date on which the
      Participant experiences such Separation from
  Service.

              


      

       

      
        	
                7.2

              	
                Payment
      of Termination Benefit.  The Termination Benefit shall be
      paid to the Participant on the later of the first Quarterly Payment Date
      of the year following the year of Separation from Service or the first
      Quarterly Payment Date after the Participant’s Benefit Distribution
      Date.

              


      

       

      ARTICLE
8

       

      Disability
Benefit

       

      
        	
                8.1

              	
                Disability
      Benefit. If a Participant becomes Disabled prior to the occurrence
      of a distribution event described in Articles 5 through 7, as applicable, the
      Participant shall receive his or her vested Account Balance in the form of
      a lump sum payment (the “Disability Benefit”).  The Disability
      Benefit shall be calculated as of the close of business on or around the
      Participant’s Benefit Distribution Date for such benefit, which shall be
      the date on which the Participant becomes
  Disabled.

              


      

       

      
        	
                8.2

              	
                Payment
      of Disability Benefit. The Disability
      Benefit shall be paid to the Participant on the first Quarterly Payment
      Date of the year following the Participant’s Benefit Distribution
      Date.

              


      

       

      
        
           


        

        
          - 19
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      ARTICLE
9

       

      Death
Benefit

       

      
        	
                9.1

              	
                Death
      Benefit.  In the event of a Participant’s death prior to
      the complete distribution of his or her vested Account Balance, the
      Participant's Beneficiary(ies) shall receive the Participant's unpaid
      vested Account Balance in a lump sum payment (the “Death
      Benefit”).  The Death Benefit shall be calculated as of the
      close of business on or around the Benefit Distribution Date for such
      benefit, which shall be the date on which the Committee is provided with
      proof that is satisfactory to the Committee of the Participant’s
      death.

              


      

       

      
        	
                9.2

              	
                Payment
      of Death Benefit.  The Death Benefit shall be paid to the
      Participant’s Beneficiary(ies) on the first Quarterly Payment Date of the
      year following the Participant’s Benefit Distribution
  Date.

              


      

       

      ARTICLE
10

       

      Beneficiary
Designation

       

      
        	
                10.1

              	
                Beneficiary.  Each
      Participant shall have the right, at any time, to designate his or her
      Beneficiary(ies) (both primary as well as contingent) to receive any
      benefits payable under the Plan to a beneficiary upon the death of a
      Participant.  The Beneficiary designated under this Plan may be
      the same as or different from the Beneficiary designation under any other
      plan of an Employer in which the Participant
  participates.

              


      

       

      
        	
                10.2

              	
                Beneficiary
      Designation; Change; Spousal Consent.  A Participant
      shall designate his or her Beneficiary by completing and signing the
      Beneficiary Designation Form, and returning it to the Committee or its
      designated agent.  A Participant shall have the right to change
      a Beneficiary by completing, signing and otherwise complying with the
      terms of the Beneficiary Designation Form and the Committee's rules and
      procedures, as in effect from time to time.  If the Participant
      names someone other than his or her spouse as a Beneficiary, the Committee
      may, in its sole discretion, determine that spousal consent is required to
      be provided in a form designated by the Committee, executed by such
      Participant's spouse and returned to the Committee.  Upon the
      acceptance by the Committee of a new Beneficiary Designation Form, all
      Beneficiary designations previously filed shall be
      canceled.  The Committee shall be entitled to rely on the last
      Beneficiary Designation Form filed by the Participant and accepted by the
      Committee prior to his or her
death.

              


      

       

      
        	
                10.3

              	
                Acknowledgment.  No
      designation or change in designation of a Beneficiary shall be effective
      until received and acknowledged in writing by the Committee or its
      designated agent.

              


      

       

      
        	
                10.4

              	
                No
      Beneficiary Designation.  If a Participant fails to
      designate a Beneficiary as provided in Sections 10.1, 10.2 and 10.3
      above or, if all designated Beneficiaries predecease the Participant or
      die prior to complete distribution of the Participant's benefits, then the
      Participant's designated Beneficiary shall be deemed to be his or her
      surviving spouse.  If the Participant has no surviving spouse,
      the benefits remaining under the Plan to be paid to a Beneficiary shall be
      payable to the executor or personal representative of the Participant's
      estate.

              


      

       

      
        
           


        

        
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      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                10.5

              	
                Doubt
      as to Beneficiary.  If the Committee has any doubt as to
      the proper Beneficiary to receive payments pursuant to this Plan, the
      Committee shall have the right, exercisable in its discretion, to cause
      the Participant's Employer to withhold such payments until this matter is
      resolved to the Committee's
satisfaction.

              


      

       

      
        	
                10.6

              	
                Discharge
      of Obligations.  The payment of benefits under the Plan
      to a Beneficiary shall fully and completely discharge all Employers and
      the Committee from all further obligations under this Plan with respect to
      the Participant, and that Participant's Plan Agreement shall terminate
      upon such full payment of benefits.

              


      

       

      ARTICLE
11

       

      Leave
of Absence

       

      
        	
                11.1

              	
                Paid
      Leave of Absence.  If a Participant is authorized by the
      Participant's Employer to take a paid leave of absence from the employment
      of the Employer, and such leave of absence does not constitute a
      Separation from Service, (a) the Participant shall continue to be
      considered eligible for the benefits provided under the Plan, and (b) the
      Annual Deferral Amount shall continue to
      be withheld during such paid leave of absence in accordance with
      Section 3.2.

              


      

       

      
        	
                11.2

              	
                Unpaid
      Leave of Absence.  If a Participant is authorized by the
      Participant's Employer to take an unpaid leave of absence from the
      employment of the Employer for any reason, and such leave of absence does
      not constitute a Separation from Service, such Participant shall continue
      to be eligible for the benefits provided under the Plan.  During
      the unpaid leave of absence, the Participant shall not be allowed to make
      any additional deferral elections.  However, if the Participant
      returns to employment, the Participant may elect to defer an Annual
      Deferral Amount for the Plan Year following his or her return to
      employment and for every Plan Year thereafter while a Participant in the
      Plan, provided such deferral elections are otherwise allowed and an
      Election Form is delivered to and accepted by the Committee for each such
      election in accordance with Section 3.2
  above.

              


      

       

      ARTICLE
12

       

      Termination
of Plan, Amendment or Modification

       

      
        	
                12.1

              	
                Termination
      of Plan.  Although each Employer anticipates that it will
      continue the Plan for an indefinite period of time, there is no guarantee
      that any Employer will continue the Plan or will not terminate the Plan at
      any time in the future.  Accordingly, each Employer reserves the
      right to terminate the Plan with respect to all of its
      Participants.  In the event of a Plan termination no new
      deferral elections shall be permitted for the affected Participants and
      such Participants shall no longer be eligible to receive new company
      contributions.  However, after the Plan termination the Account
      Balances of such Participants shall continue to be credited with Annual
      Deferral Amounts attributable to a deferral election that was in effect
      prior to the Plan termination to the extent deemed necessary to comply
      with Code Section 409A and related Treasury Regulations, and additional
      amounts shall continue to credited or debited to such Participants’
      Account Balances pursuant to Section 3.7.  The Measurement Funds
      available to Participants following the termination of the Plan shall be
      comparable in number and type to those Measurement Funds available to
      Participants in the Plan Year preceding the Plan Year in which the Plan
      termination is effective.  In addition, following a Plan
      termination, Participant Account Balances shall remain in the Plan and
      shall not be distributed until such amounts become eligible for
      distribution in accordance with the other applicable provisions of the
      Plan. Notwithstanding
      the preceding sentence, to the extent permitted by Treas. Reg.
      §1.409A-3(j)(4)(ix), the Employer may provide that upon termination of the
      Plan, all Account Balances of the Participants shall be distributed,
      subject to and in accordance with any rules established by such Employer
      deemed necessary to comply with the applicable requirements and
      limitations of Treas. Reg.
§1.409A-3(j)(4)(ix).

              


      

       

      
        
           


        

        
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      Nonqualified
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        Master
Plan Document

        
          

          

        

      

      
        	
                12.2

              	
                Amendment.  Any
      Employer may, at any time, amend or modify the Plan in whole or in part
      with respect to that Employer.  Notwithstanding the foregoing,
      no amendment or modification shall be effective to decrease the value of a
      Participant's vested Account Balance in existence at the time the
      amendment or modification is made.

              


      

       

      
        	
                12.3

              	
                Plan
      Agreement.  Despite the provisions of Sections 12.1,
      if a Participant's Plan Agreement contains benefits or limitations that
      are not in this Plan document, the Employer may only amend or terminate
      such provisions with the written consent of the
    Participant.

              


      

       

      
        	
                12.4

              	
                Effect
      of Payment.  The full payment of the Participant’s vested
      Account Balance in accordance with the applicable provisions of the Plan
      shall completely discharge all obligations to a Participant and his or her
      designated Beneficiaries under this Plan, and the Participant's Plan
      Agreement shall terminate.

              


      

       

      ARTICLE
13

       

      Administration

       

      
        	
                13.1

              	
                Committee
      Duties.  Except as otherwise provided in this Article 13,
      this Plan shall be administered by a Committee, which shall consist of the
      Board, or such committee as the Board shall appoint.  Members of
      the Committee may be Participants under this Plan.  The
      Committee shall also have the discretion and authority to (a) make,
      amend, interpret, and enforce all appropriate rules and regulations for
      the administration of this Plan, and (b) decide or resolve any and
      all questions, including benefit entitlement determinations and
      interpretations of this Plan, as may arise in connection with the
      Plan.  Any individual serving on the Committee who is a
      Participant shall not vote or act on any matter relating solely to himself
      or herself.  When making a determination or calculation, the
      Committee shall be entitled to rely on information furnished by a
      Participant or the Company.

              


      

       

      
        	
                13.2

              	
                Administration
      Upon Change In Control. Within 120 days following a Change in
      Control, the individuals who comprised the Committee immediately prior to
      the Change in Control (whether or not such individuals are members of the
      Committee following the Change in Control) may, by written consent of the
      majority of such individuals, appoint an independent third party
      administrator (the “Administrator”) to perform any or all of the
      Committee’s duties described in Section 13.1 above, including without
      limitation, the power to determine any questions arising in connection
      with the administration or interpretation of the Plan, and the power to
      make benefit entitlement determinations.  Upon and after the
      effective date of such appointment, (a) the Company must pay all
      reasonable administrative expenses and fees of the Administrator, and (b)
      the Administrator may only be terminated with the written consent of the
      majority of Participants with an Account Balance in the Plan as of the
      date of such proposed termination.

              


      

       

      
        
           


        

        
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      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                13.3

              	
                Agents.
      In the administration of this Plan, the Committee or the Administrator, as
      applicable, may, from time to time, employ agents and delegate to them
      such administrative duties as it sees fit (including acting through a duly
      appointed representative) and may from time to time consult with
      counsel.

              


      

       

      
        	
                13.4

              	
                Binding
      Effect of Decisions.  The decision or action of the
      Committee or Administrator, as applicable, with respect to any question
      arising out of or in connection with the administration, interpretation
      and application of the Plan and the rules and regulations promulgated
      hereunder shall be final and conclusive and binding upon all persons
      having any interest in the Plan.

              


      

       

      
        	
                13.5

              	
                Indemnity
      of Committee.  All Employers shall indemnify and hold
      harmless the members of the Committee, any Employee to whom the duties of
      the Committee may be delegated, and the Administrator against any and all
      claims, losses, damages, expenses or liabilities arising from any action
      or failure to act with respect to this Plan, except in the case of willful
      misconduct by the Committee, any of its members, any such Employee or the
      Administrator.

              


      

       

      
        	
                13.6

              	
                Employer
      Information.  To enable the Committee and/or
      Administrator to perform its functions, the Company and each Employer
      shall supply full and timely information to the Committee and/or
      Administrator, as the case may be, on all matters relating to the Plan,
      the Trust, the Participants and their Beneficiaries, the Account Balances
      of the Participants, the compensation of its Participants, the date and
      circumstances of the Separation from Service, Disability or death of its
      Participants, and such other pertinent information as the Committee or
      Administrator may reasonably
require.

              


      

       

      ARTICLE
14

       

      Other
Benefits and Agreements

       

      
        	
                14.1

              	
                Coordination
      with Other Benefits.  The benefits provided for a
      Participant and Participant's Beneficiary under the Plan are in addition
      to any other benefits available to such Participant under any other plan
      or program for employees of the Participant's Employer.  The
      Plan shall supplement and shall not supersede, modify or amend any other
      such plan or program except as may otherwise be expressly
      provided.

              


      

       

      ARTICLE
15

       

      Claims
Procedures

       

      
        	
                15.1

              	
                Presentation
      of Claim.  Any Participant or Beneficiary of a deceased
      Participant (such Participant or Beneficiary being referred to below as a
      “Claimant”) may deliver to the Committee a written claim for a
      determination with respect to the amounts distributable to such Claimant
      from the Plan.  If such a claim relates to the contents of a
      notice received by the Claimant, the claim must be made within
      60 days after such notice was received by the
      Claimant.  All other claims must be made within 180 days of
      the date on which the event that caused the claim to arise
      occurred.  The claim must state with particularity the
      determination desired by the
Claimant.

              


      

       

      
        
           


        

        
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      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                15.2

              	
                Notification
      of Decision.  The Committee shall consider a Claimant's
      claim within a reasonable time, but no later than 90 days after receiving
      the claim.  If the Committee determines that special
      circumstances require an extension of time for processing the claim,
      written notice of the extension shall be furnished to the Claimant prior
      to the termination of the initial 90 day period.  In no event
      shall such extension exceed a period of 90 days from the end of the
      initial period.  The extension notice shall indicate the special
      circumstances requiring an extension of time and the date by which the
      Committee expects to render the benefit determination.  The
      Committee shall notify the Claimant in
writing:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                that
      the Claimant's requested determination has been made, and that the claim
      has been allowed in full; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                that
      the Committee has reached a conclusion contrary, in whole or in part, to
      the Claimant's requested determination, and such notice must set forth in
      a manner calculated to be understood by the
  Claimant:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      specific reason(s) for the denial of the claim, or any part of
      it;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                specific
      reference(s) to pertinent provisions of the Plan upon which such denial
      was based;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a
      description of any additional material or information necessary for the
      Claimant to perfect the claim, and an explanation of why such material or
      information is necessary;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                an
      explanation of the claim review procedure set forth in Section 15.3
      below; and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                a
      statement of the Claimant’s right to bring a civil action under ERISA
      Section 502(a) following an adverse benefit determination on
      review.

              


      

       

      
        	
                15.3

              	
                Review
      of a Denied Claim.  On or before 60 days after
      receiving a notice from the Committee that a claim has been denied, in
      whole or in part, a Claimant (or the Claimant's duly authorized
      representative) may file with the Committee a written request for a review
      of the denial of the claim.  The Claimant (or the Claimant's
      duly authorized representative):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                may,
      upon request and free of charge, have reasonable access to, and copies of,
      all documents, records and other information relevant (as defined in
      applicable ERISA regulations) to the claim for
  benefits;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                may
      submit written comments or other documents;
  and/or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                may
      request a hearing, which the Committee, in its sole discretion, may
      grant.

              


      

       

      
        	
                15.4

              	
                Decision
      on Review.  The Committee shall render its decision on
      review promptly, and no later than 60 days after the Committee
      receives the Claimant’s written request for a review of the denial of the
      claim.  If the Committee determines that special circumstances
      require an extension of time for processing the claim, written notice of
      the extension shall be furnished to the Claimant prior to the termination
      of the initial 60 day period.  In no event shall such extension
      exceed a period of 60 days from the end of the initial
      period.  The extension notice shall indicate the special
      circumstances requiring an extension of time and the date by which the
      Committee expects to render the benefit determination.  In
      rendering its decision, the Committee shall take into account all
      comments, documents, records and other information submitted by the
      Claimant relating to the claim, without regard to whether such information
      was submitted or considered in the initial benefit
      determination.  The decision must be written in a manner
      calculated to be understood by the Claimant, and it must
      contain:

              


      

       

      
        
           


        

        
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International Corporation

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        Master
Plan Document

        
          

          

        

      

      
        	
                 
      

              	
                (a)

              	
                specific
      reasons for the decision;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                specific
      reference(s) to the pertinent Plan provisions upon which the decision was
      based;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                a
      statement that the Claimant is entitled to receive, upon request and free
      of charge, reasonable access to and copies of, all documents, records and
      other information relevant (as defined in applicable ERISA regulations) to
      the Claimant’s claim for benefits;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a
      statement of the Claimant’s right to bring a civil action under ERISA
      Section 502(a).

              


      

       

      
        	
                15.5

              	
                Legal
      Action.  A Claimant's compliance with the foregoing
      provisions of this Article 15 is a mandatory prerequisite to a
      Claimant's right to commence any legal action with respect to any claim
      for benefits under this Plan.

              


      

       

      ARTICLE
16

       

      Trust

       

      
        	
                16.1

              	
                Establishment
      of the Trust  In order to provide assets from which to
      fulfill its obligations to the Participants and their Beneficiaries under
      the Plan, the Company may establish a trust by a trust agreement with a
      third party, the trustee, to which each Employer may, in its discretion,
      contribute cash or other property, including securities issued by the
      Company, to provide for the benefit payments under the Plan (the
      “Trust”).

              


      

       

      
        	
                16.2

              	
                Interrelationship
      of the Plan and the Trust.  The provisions of the Plan
      and the Plan Agreement shall govern the rights of a Participant to receive
      distributions pursuant to the Plan.  The provisions of the Trust
      shall govern the rights of the Employers, Participants and the creditors
      of the Employers to the assets transferred to the Trust.  Each
      Employer shall at all times remain liable to carry out its obligations
      under the Plan.

              


      

       

      
        	
                16.3

              	
                Distributions
      From the Trust.  Each Employer's obligations under the
      Plan may be satisfied with Trust assets distributed pursuant to the terms
      of the Trust, and any such distribution shall reduce the Employer's
      obligations under this Plan.

              


      

       

      ARTICLE
17

       

      Miscellaneous

       

      
        	
                 
      

              	
                17.1

              	
                Status
      of Plan.  The Plan is intended to be a plan that is not
      qualified within the meaning of Code Section 401(a) and that “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 ERISA Sections 201(2),
      301(a)(3) and 401(a)(1).  The Plan shall be administered and
      interpreted (a) to the extent possible in a manner consistent with the
      intent described in the preceding sentence, and (b) in accordance with
      Code Section 409A and related Treasury guidance and
      Regulations.

              


      

       

      
        
           


        

        
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International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                 
      

              	
                17.2

              	
                Unsecured
      General Creditor.  Participants and their Beneficiaries,
      heirs, successors and assigns shall have no legal or equitable rights,
      interests or claims in any property or assets of an
      Employer.  For purposes of the payment of benefits under this
      Plan, any and all of an Employer's assets shall be, and remain, the
      general, unpledged unrestricted assets of the Employer.  An
      Employer's obligation under the Plan shall be merely that of an unfunded
      and unsecured promise to pay money in the
  future.

              


      

       

      
        	
                 
      

              	
                17.3

              	
                Employer's
      Liability.  An Employer's liability for the payment of
      benefits shall be defined only by the Plan and the Plan Agreement, as
      entered into between the Employer and a Participant.  An
      Employer shall have no obligation to a Participant under the Plan except
      as expressly provided in the Plan and his or her Plan
      Agreement.

              


      

       

      
        	
                 
      

              	
                17.4

              	
                Nonassignability  Neither
      a Participant nor any other person shall have any right to commute, sell,
      assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
      transfer, hypothecate, alienate or convey in advance of actual receipt,
      the amounts, if any, payable hereunder, or any part thereof, which are,
      and all rights to which are expressly declared to be, unassignable and
      non-transferable.  No part of the amounts payable shall, prior
      to actual payment, be subject to seizure, attachment, garnishment or
      sequestration for the payment of any debts, judgments, alimony or separate
      maintenance owed by a Participant or any other person, be transferable by
      operation of law in the event of a Participant's or any other person's
      bankruptcy or insolvency or be transferable to a spouse as a result of a
      property settlement or otherwise.

              


      

       

      
        	
                 
      

              	
                17.5

              	
                Not
      a Contract of Employment.  The terms and conditions of
      this Plan shall not be deemed to constitute a contract of employment
      between any Employer and the Participant.  Such employment is
      hereby acknowledged to be an “at will” employment relationship that can be
      terminated at any time for any reason, or no reason, with or without
      cause, and with or without notice, unless expressly provided in a written
      employment agreement.  Nothing in this Plan shall be deemed to
      give a Participant the right to be retained in the service of any
      Employer, either as an Employee or a Director, or to interfere with the
      right of any Employer to discipline or discharge the Participant at any
      time.

              


      

       

      
        	
                 
      

              	
                17.6

              	
                Furnishing
      Information.  A Participant or his or her Beneficiary
      will cooperate with the Committee by furnishing any and all information
      requested by the Committee and take such other actions as may be requested
      in order to facilitate the administration of the Plan and the payments of
      benefits hereunder, including but not limited to taking such physical
      examinations as the Committee may deem
  necessary.

              


      

       

      
        	
                 
      

              	
                17.7

              	
                Terms.  Whenever
      any words are used herein in the masculine, they shall be construed as
      though they were in the feminine in all cases where they would so apply;
      and whenever any words are used herein in the singular or in the plural,
      they shall be construed as though they were used in the plural or the
      singular, as the case may be, in all cases where they would so
      apply.

              


      

       

      
        
           


        

        
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International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        
          	
                  17.8

                	
                  Captions.  The
      captions of the articles, sections and paragraphs of this Plan are for
      convenience only and shall not control or affect the meaning or
      construction of any of its
provisions.

                


        

      

       

      
        
          	
                  17.9

                	
                  Governing
      Law.  Subject to ERISA, the provisions of this Plan shall
      be construed and interpreted according to the internal laws of the State
      of Illinois without regard to its conflicts of laws
      principles.

                


        

      

       

      
        
          	
                  17.10

                	
                  Notice.  Any
      notice or filing required or permitted to be given to the Committee under
      this Plan shall be sufficient if in writing and hand-delivered, or sent by
      registered or certified mail, to the address
  below:

                


        

      

       

      
        
          
            
              
                
                  
                    
                      	
                              AMCOL
      International Corporation    

                            
	
                              Attn:  Amiel
      Naiman

                            
	
                              1500
      W. Shure Dr.

                            
	
                              Arlington
      Heights, IL
60004

                            


                    

                  

                

              

            

          

        

      

       

      Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.

       

      Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to
the last known address of the Participant.

       

      
        	
                17.11

              	
                Successors.  The
      provisions of this Plan shall bind and inure to the benefit of the
      Participant's Employer and its successors and assigns and the Participant
      and the Participant's designated
Beneficiaries.

              


      

       

      
        	
                17.12

              	
                Spouse's
      Interest.  The interest in the benefits hereunder of a
      spouse of a Participant who has predeceased the Participant shall
      automatically pass to the Participant and shall not be transferable by
      such spouse in any manner, including but not limited to such spouse's
      will, nor shall such interest pass under the laws of intestate
      succession.

              


      

       

      
        	
                17.13

              	
                Validity.  In
      case any provision of this Plan shall be illegal or invalid for any
      reason, said illegality or invalidity shall not affect the remaining parts
      hereof, but this Plan shall be construed and enforced as if such illegal
      or invalid provision had never been inserted
  herein.

              


      

       

      
        	
                17.14

              	
                Incompetent.  If
      the Committee determines in its discretion that a benefit under this Plan
      is to be paid to a minor, a person declared incompetent or to a person
      incapable of handling the disposition of that person's property, the
      Committee may direct payment of such benefit to the guardian, legal
      representative or person having the care and custody of such minor,
      incompetent or incapable person.  The Committee may require
      proof of minority, incompetence, incapacity or guardianship, as it may
      deem appropriate prior to distribution of the benefit.  Any
      payment of a benefit shall be a payment for the account of the Participant
      and the Participant's Beneficiary, as the case may be, and shall be a
      complete discharge of any liability under the Plan for such payment
      amount.

              


      

       

      
        	
                17.15

              	
                Domestic
      Relations Orders.  If necessary to comply with a domestic
      relations order, as defined in Code Section 414(p)(1)(B), pursuant to
      which a court has determined that a spouse or former spouse of a
      Participant has an interest in the Participant’s benefits under the Plan,
      the Committee shall have the right to immediately distribute the spouse’s
      or former spouse’s interest in the Participant’s benefits under the Plan
      to such spouse or former spouse.

              


      

       

      
        
           


        

        
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Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                17.16

              	
                Distribution
      in the Event of Income Inclusion Under Code Section 409A.  If any
      portion of a Participant’s Account Balance under this Plan is required to
      be included in income by the Participant prior to receipt due to a failure
      of this Plan to comply with the requirements of Code Section 409A and
      related Treasury Regulations, the Committee may determine that such
      Participant shall receive a distribution from the Plan in an amount equal
      to the lesser of (i) the portion of his or her Account Balance required to
      be included in income as a result of the failure of the Plan to comply
      with the requirements of Code Section 409A and related Treasury
      Regulations, or (ii) the unpaid vested Account
  Balance.

              


      

       

      
        	
                17.17

              	
                Deduction
      Limitation on Benefit Payments.  If an
      Employer reasonably anticipates that the Employer’s deduction with respect
      to any distribution from this Plan would be limited or eliminated by
      application of Code Section 162(m), then to the extent permitted by Treas.
      Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to
      ensure that the entire amount of any distribution from this Plan is
      deductible.  Any amounts for which distribution is delayed
      pursuant to this Section shall continue to be credited/debited with
      additional amounts in accordance with Section 3.7.  The delayed
      amounts (and any amounts credited thereon) shall be distributed to the
      Participant (or his or her Beneficiary in the event of the Participant’s
      death) at the earliest date the Employer reasonably anticipates that the
      deduction of the payment of the amount will not be limited or eliminated
      by application of Code Section 162(m).  In the event that such
      date is determined to be after a Participant’s Separation from Service,
      then to the extent deemed necessary to comply with Treas. Reg.
      §1.409A-3(i)(2), the delayed payment shall not made before the end of the
      six-month period following such Participant’s Separation from
      Service.

              


      

       

      
        	
                17.18

              	
                Insurance.  The
      Employers, on their own behalf or on behalf of the trustee of the Trust,
      and, in their sole discretion, may apply for and procure insurance on the
      life of the Participant, in such amounts and in such forms as the Trust
      may choose.  The Employers or the trustee of the Trust, as the
      case may be, shall be the sole owner and beneficiary of any such
      insurance.  The Participant shall have no interest whatsoever in
      any such policy or policies, and at the request of the Employers shall
      submit to medical examinations and supply such information and execute
      such documents as may be required by the insurance company or companies to
      whom the Employers have applied for
insurance.

              


      

       

      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      
        	
                17.19

              	
                Legal
      Fees To Enforce Rights After Change in Control.  The
      Company and each Employer is aware that upon the occurrence of a Change in
      Control, the Board or the board of directors of a Participant’s Employer
      (which might then be composed of new members) or a shareholder of the
      Company or the Participant’s Employer, or of any successor corporation
      might then cause or attempt to cause the Company, the Participant’s
      Employer or such successor to refuse to comply with its obligations under
      the Plan and might cause or attempt to cause the Company or the
      Participant’s Employer to institute, or may institute, litigation seeking
      to deny Participants the benefits intended under the Plan.  In
      these circumstances, the purpose of the Plan could be
      frustrated.  Accordingly, if, following a Change in Control, it
      should appear to any Participant that the Company, the Participant’s
      Employer or any successor corporation has failed to comply with any of its
      obligations under the Plan or any agreement thereunder or, if the Company,
      such Employer or any other person takes any action to declare the Plan
      void or unenforceable or institutes any litigation or other legal action
      designed to deny, diminish or to recover from any Participant the benefits
      intended to be provided, then the Company and the Participant’s Employer
      irrevocably authorize such Participant to retain counsel of his or her
      choice at the expense of the Company and the Participant’s Employer (who
      shall be jointly and severally liable) to represent such Participant in
      connection with the initiation or defense of any litigation or other legal
      action, whether by or against the Company, the Participant’s Employer or
      any director, officer, shareholder or other person affiliated with the
      Company, the Participant’s Employer or any successor thereto in any
      jurisdiction.  All reimbursements and in kind benefits provided
      under this Section, shall be made or provided in accordance with the
      requirements of Code Section 409A, including, where applicable, the
      requirement that (i) any reimbursement is for expenses incurred during the
      Participant’s lifetime, (ii) the amount of expenses eligible for
      reimbursement, or in kind benefits provided, during a calendar year may
      not affect the expenses eligible for reimbursement, or in kind benefits to
      be provided, in any other calendar year, (iii) the reimbursement of an
      eligible expense will be made on or before the last day of the calendar
      year following the year in which the expense is incurred, and (iv) the
      right to reimbursement or in kind benefits is not subject to liquidation
      or exchange for another benefit.

              


      

       

      IN
WITNESS WHEREOF, the Company has signed this Plan document as of December 18,
2008.

       

      
        
          	
                  AMCOL
      International Corporation,

                
	
                  a
      Delaware corporation

                
	 
      	 
      
	
                  By:

                	
                  /s/  James
  Ashley

                
	
                  Title:
      Secretary

                


        

      


      
        
           


        

        
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      AMCOL
International Corporation

      Nonqualified
Deferred Compensation Plan

      
        Master
Plan Document

        
          

          

        

      

      APPENDIX
A

       

      LIMITED
TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE AVAILABLE IN ACCORDANCE WITH
NOTICE 2007-86

       

      The
capitalized terms below shall have the same meaning as provided in Article 1 of
the Plan.

       

      Opportunity
to Make New (or Revise Existing) Distribution Elections.  Notwithstanding
the required deadline for the submission of an initial distribution election
under Articles 4, 5 and 6 of the Plan, the Committee may, to the extent
permitted by Notice 2007-86, provide a limited period in which Participants may
make new distribution elections, or revise existing distribution elections, with
respect to amounts subject to the terms of the Plan, by submitting an Election
Form on or before the deadline established by the Committee, which in no event
shall be later than December 31, 2008.  Any distribution election(s)
made by a Participant, and accepted by the Committee, in accordance with this
Appendix A shall not be treated as a change in either the form or timing of a
Participant’s benefit payment for purposes of Code Section 409A or the
Plan.  If any distribution election submitted by a Participant in
accordance with this Appendix A either (a) relates to an amount that would
otherwise be paid to the Participant in 2008, or (b) would cause an amount to be
paid to the Participant in 2008, such election shall not be
effective.