OIL DRI CORPORATION OF AMERICA
EXHIBIT 10(L) SUPPLEMENTAL EXEC. RETIREMENT PLAN
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<FILENAME>q3f03exl.txt
<DESCRIPTION>EXHIBIT 10(L) SUPPLEMENTAL EXEC. RETIREMENT PLAN
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Exhibit 10(l):


                   OIL-DRI CORPORATION OF AMERICA
                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                      EFFECTIVE APRIL 1, 2003


                          FOREWORD


Effective as of April 1, 2003, Oil-Dri Corporation of America has adopted this
Supplemental Executive Retirement Plan (the "Plan") for the benefit of certain
of its executives. The Excess Benefit provided under the Plan is intended to be
an "excess benefit plan" as defined in Section 3(36) of the Employee Retirement
Income Security Act of 1974, as amended (ERISA), and the Supplemental Benefit
provided under t8he Plan is intended to be a deferred compensation plan for "a
select group of management or highly compensated employees" as that term is used
in ERISA and the Plan shall be interpreted and administered to the extent
possible in a manner consistent with that intent.

The purpose of the Plan is to provide certain retired participants in the
Oil-Dri Corporation of America Pension Plan ("Retirement Plan") with the amount
of benefits that would have been provided under the Retirement Plan but for:



     1. the limitations on benefits imposed by Section 415 of the Internal
        Revenue Code (Code), and/or

     2. the limitation on compensation for purposes of calculating benefits
        under the Retirement Plan imposed by Section 401(a)(17) of the Code.



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article 1 - Definitions

1.1     Except to the extent otherwise indicated herein, or to the extent
        otherwise inappropriate in the context, the definitions contained in
        Article II of the Retirement Plan are applicable under this Plan.

1.2     "Committee" means the persons appointed by the Company as the
        Administrative Committee of the Retirement Plan.

1.3     "Company" means Oil-Dri Corporation of America, a corporation organized
        and existing under the laws of the State of Delaware and having its
        principal office in Chicago, Illinois. The Board of Directors of the
        Company or the Compensation Committee or any other authorized committee
        of the Board of Directors shall act on behalf of the Company.

1.4     "Excess Benefit" means the excess, if any, of the Retirement Benefit
        which would have been payable to or with respect to a Participant under
        the Retirement Plan had the limitations on benefits imposed by Section
        415 of the Code not been applicable, over the Retirement Benefit
        actually payable to or with respect to the Participant under the
        Retirement Plan.

1.5     "Participant" means an individual who is eligible to receive benefits
        under the Plan as set forth in Article  2.1.

1.6     "Plan" means this Oil-Dri Corporation of America Supplemental Executive
        Retirement Plan, as amended, modified, or restated from
        time to time.

1.7     "Retirement Benefit" means, as the context requires, the benefit payable
        from the Retirement Plan.

1.8     "Retirement Plan" means the Oil-Dri Corporation of America Pension Plan,
        as amended, modified, or restated from time to time.

1.9     "Supplemental Benefit" means the excess, if any, of the Retirement
        Benefit that would have been payable to or with respect to a Participant
        under the Retirement Plan had the amount of the Participant's annual
        Compensation taken into account for purposes of calculating benefits
        under the Retirement Plan not been limited by Code Section 401(a)(17),
        over the sum of (a) the Retirement Benefit actually payable to or with
        respect to the Participant under the Retirement Plan and (b) any Excess
        Benefit payable under this Plan.

ARTICLE 2 - Participation

2.1   Participation

Each Retirement Plan participant whose Accrued Benefit under the Retirement Plan
is limited by application of the limitations on benefits imposed by Code Section
415 and/or the limitation on considered compensation imposed by Code Section
401(a)(17) shall be a Participant in this Plan. Participation in this Plan shall
be limited to such Retirement Plan participants.

ARTICLE 3 - Benefits

3.1   Excess Benefit

The aggregate amount of Excess Benefit payable to or with respect to the
Participant shall be paid directly to such Participant or his or her Beneficiary
from the general assets of the Company in accordance with Articles 3.3 and 3.4.

3.2  Supplemental Benefit

The aggregate amount of Supplemental Benefit payable to or with respect to the
Participant shall be paid directly to such Participant or his or her Beneficiary
from the general assets of the Company in accordance with Articles 3.3 and 3.4.

3.3  General Provisions

     (a)The Company shall make no provision for the funding of any Excess
        Benefits or Supplemental Benefits payable hereunder.

     (b)In the event that the Company shall decide to establish an advance
        accrual reserve on its books against the future expense of Excess
        Benefit or Supplemental Benefit payments, such reserve shall not under
        any circumstances be deemed to be an asset of the Plan but, at all
        times, shall remain a part of the general assets of the Company, subject
        to claims of the Company's creditors.

      (C) The Excess Benefit and/or Supplemental Benefit with respect to a
        Participant shall be paid to the Participant or his or her Beneficiary
        in the same form, subject to the same conditions and, to the extent
        administratively possible, at the same time as the Retirement Benefit to
        or with respect to the Participant under the Retirement Plan. Benefits
        will be calculated using the same actuarial factors then utilized by the
        Retirement Plan for determining actuarial equivalence. All federal,
        state, and local taxes that the Committee determines are required to be
        withheld from any benefit payments made under the Plan shall be
        withheld.

      (d) Any other provision of the Plan to the contrary notwithstanding, in
        the event the present value of the vested combined Excess Benefit and
        Supplemental Benefit with respect to a Participant who has a Termination
        of Employment does not exceed $50,000, payment of his or her benefit
        shall be made in a lump sum as soon as administratively feasible after
        said Termination of Employment.

      (e) In the event that the Retirement Plan shall be terminated, Excess
        Benefits and/or Supplemental Benefits shall continue to be paid directly
        by the Company as provided in subsections (c) or (d) above, but only
        with respect to such benefits accrued as of the date of the Retirement
        Plan's termination.

3.4  Limitations on Benefits

      (a) Any Excess Benefit and any Supplemental Benefit under this Plan shall
        be considered vested and nonforfeitable only if and when the
        Participant's Accrued Benefit under the Retirement Plan is vested and
        nonforfeitable.

      (b) Notwithstanding the foregoing, the Excess Benefit and/or Supplemental
        Benefit with respect to a Participant shall be subject to adjustment by
        reason of changes in Code Section 401(a)(17) and/or 415 affecting the
        Accrued Benefit payable under the Retirement Plan

      (C) Any other provision of the Plan to the contrary notwithstanding, in no
        event will any benefit be payable under the Plan with respect to a
        Participant who terminates employment or retires, if such individual
        performs services for a competitor of the Company, and such service is
        determined by the Committee to violate any non-competition agreement
        signed by the Participant.

ARTICLE 4  - Administration

4.1  Plan Administrator

The Committee shall be the "administrator" of the Plan within the meaning of
Section 3(16)(A) of ERISA.

4.2  Powers of Plan Administrator

The Committee shall be vested with the general administration of the Plan. The
Committee shall have the exclusive right, and discretionary authority, to
interpret the Plan. The decisions, actions and records of the Committee shall be
conclusive and binding upon the Company, upon any adopting Employers, and upon
all persons having or claiming to have any right or interest in or under the
Plan.

4.3  Participation by Subsidiary

If any entity is now or hereafter becomes a subsidiary or affiliate of the
Company and becomes an adopting Employer under the Retirement Plan, the Company
may authorize such subsidiary or affiliate to participate in this Plan upon
appropriate action by such entity necessary to adopt the Plan.

4.4  Claim Procedure

Any Participant or Beneficiary, or his or her representative, who believes he or
she is entitled to payment of a benefit for which provision is made in the Plan
shall file a written claim with the Committee and shall furnish such evidence of
entitlement to benefits as the Committee may reasonably require. The Committee
shall notify the Participant or Beneficiary in writing as to the amount of the
benefit to which he or she is entitled, the duration of such benefit, the time
the benefit is to commence and other pertinent information concerning his or her
benefit. If a claim for a benefit is denied by the Committee, in whole or in
part, the Committee shall provide adequate notice in writing to the Participant
or Beneficiary whose claim for a benefit has been denied within the 90-day
period following receipt of the claim by the Committee. If, under special
circumstances, the Committee requires 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 such initial period. If
written notice of the denial is not furnished in accordance with the above, the
claim shall be deemed denied and the claimant may proceed with an appeal of the
denial, as provided below. The written notice regarding the benefit denied shall
set forth (a) the specific reason or reasons for the denial; (b) specific
reference to pertinent Plan provisions on which the denial is based; (c) 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; and (d) a statement that any appeal of the denial must be made in
writing to the Committee, within 60 days after receipt of the notice, which must
include a full description of the pertinent issues and the basis of the appeal.
If the Participant or Beneficiary fails to appeal such action to the Committee
in writing within the prescribed period of time, the Committee's determination
shall be final, binding and conclusive.

4.5  Appeal of Denial of Claim

If the Committee receives from a Participant or a Beneficiary, or his or her
representative, within the prescribed period of time, a notice of an appeal of
the denial of a claim for benefits, the Committee shall reconsider the claim,
and may hold a hearing or otherwise ascertain such facts as it deems necessary,
and shall render a decision which shall be binding upon both parties. The
decision of the Committee shall be in writing and a copy thereof shall be sent
by certified mail to the claimant within 60 days after the receipt by the
Committee of the notice of appeal, unless special circumstances require an
extension of such 60-day period, but in any event, not later than 120 days after
receipt. If written notice of the denial on appeal of a claim for benefits is
not received within the 60- or 120-day period, as applicable, then the claim
shall be treated as a denied claim on appeal.

ARTICLE 5 - Amendment and Termination

5.1  Amendment of the Plan

Subject to the provisions of Article 5.3, the Plan may be wholly or partially
amended or otherwise modified at any time by the Company.

5.2  Termination of the Plan

Subject to the provisions of Article 5.3, the Plan may be terminated at any time
by the Company.

5.3  No Impairment of Benefits

Notwithstanding the provisions of Articles 5.1 and 5.2, no amendment to or
termination of the Plan shall impair any rights to Excess Benefits and
Supplemental Benefits which have accrued hereunder. In the event the Plan is
terminated, any Excess Benefits and Supplemental Benefits remaining will be
distributed in such manner as is determined by the Committee in its sole
discretion.

ARTICLE 6 - Incorporation of Retirement Plan by Reference

6.1  Incorporation of Retirement Plan by Reference

Except to the extent otherwise indicated herein, the applicable provisions of
the Retirement Plan are hereby incorporated by reference into this Plan.

ARTICLE 7 - Miscellaneous

7.1  Non-Alienation

No right or benefit under the Plan shall be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be void. No
right or benefit under the Plan shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person entitled to such
benefit except such claims as may be made by the Company or any affiliate.
Notwithstanding the foregoing, a Participant's Excess Benefit and/or
Supplemental Benefit may be assigned or awarded to an alternate payee pursuant
to a domestic relations order the Committee determines to be a "qualified
domestic relations order" (or "QDRO") described in Code Section 414(p).

7.2  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
the Company. For purposes of the payment of benefits under the Plan, the
Company's assets shall be, and remain, neither pledged nor restricted under or
as a result of the Plan. The Company's obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the future. All
amounts deferred and accrued under the Plan will be unsecured liabilities of the
Company. For purposes of this Section 7.2, all references to the "Company" shall
be deemed to also refer to any adopting Employer.

7.3  Court Order

If an interest in a Participant's Excess Benefit and/or Supplemental Benefit
under the Plan is assigned or awarded to an alternate payee pursuant to a QDRO,
the Committee, in its sole discretion, shall have the right, not withstanding
any election made by the Participant, to immediately cause the Company to
distribute to the alternate payee his or her interest in such benefit in a lump
sum.

7.4  Participant's Rights

The establishment of the Plan shall not be construed as giving any Participant
the right to be retained as an employee of the Company or any adopting Employer,
or the right to receive any benefits not specifically provided herein. The
Company and any adopting Employer shall have no obligation to fund its
obligations under the Plan. Nothing herein shall be deemed to create a trust of
any kind or to create any fiduciary relationships.

7.5  Notice

Any notice authorized or required to be given to the Company under the Plan
shall be deemed given upon delivery in writing, signed by the person giving the
notice, to the General Counsel of the Company or such other officer as may be
designated by the Committee.

7.6  Applicable Law

To the extent not preempted by the laws of the United States of America, the
Plan shall be governed by the laws of the State of Illinois without regard to
its conflict of laws rules.

7.7  Expenses

The expenses of administering the Plan shall be borne by the Company.

7.8  Incompetency

If any Participant or Beneficiary is, in the opinion of the Committee, legally
incapable of giving a valid receipt and discharge for any payment, the Committee
may, at its option, direct that such payment or any part thereof be made to such
person or persons who in the opinion of the Committee are caring for and
supporting such Participant or Beneficiary, unless it has received due notice of
claim from a duly appointed guardian or conservator of the estate of the
Participant or Beneficiary. A payment so made will be a complete discharge of
the obligations under the Plan.

7.9  Severability

If any provisions of the Plan shall be held illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts of the Plan,
but the Plan shall be construed and enforced as if said illegal and invalid
provisions had never been included herein.

7.10  Gender and Number

Masculine gender shall include the feminine, and the singular shall include the
plural, unless the context clearly indicates otherwise.

7.11  Captions

The captions of the sections and paragraphs of the Plan are for convenience only
and shall not control or effect the meaning or construction of any of its
provisions.

     IN WITNESS WHEREOF, the Company has caused the Plan to be executed upon the
signature of its duly qualified officer as of the date first written above.



OIL-DRI CORPORATION OF AMERICA


By:   /s/ Daniel S. Jaffee
      ------------------------------
      Its Chief Executive Officer



ATTEST:  By:    /s/ Charles P. Brissman
                -----------------------

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